Trademark License Agreement Among Residential Capital Corp., General Motors Corp., And General Motors Acceptance Corp.

Exhibit 10.4


TRADEMARK LICENSE AGREEMENT


This Agreement, effective June 24, 2005, is entered between Residential Capital Corporation, a Delaware corporation, with its principal place of business at 8400 Normandale Lake Boulevard, Minneapolis, MN 55437 ("LICENSEE"), and GENERAL MOTORS ACCEPTANCE CORPORATION ("GMAC"), a Delaware corporation, with its principal place of business at 200 Renaissance Center, Detroit, Michigan 48265, and GENERAL MOTORS CORPORATION ("GM"), a Delaware Corporation, with its principal place of business at 300 Renaissance Center, Detroit, Michigan 48265.


Recitals


This Agreement is entered with reference to the following facts:


A. GMAC is the owner of the various trademarks (collectively "GMAC Marks") as
set forth on Annex A attached hereto.


B. GM is the owner of the various trademarks (collectively "GM Marks") set
forth on Annex B attached hereto.


C. LICENSEE is or will be engaged in the financial services business
including but not limited to originating, purchasing, selling, servicing
and securitizing residential mortgage loans; providing warehouse financing
to residential mortgage loan originators and correspondent lenders to
originate residential mortgage loans; providing real estate brokerage,
relocation and closing services; and providing custodial services,
banking, consumer financial products, and business lending and investment
activities.


D. LICENSEE desires to use the GMAC Marks and GM Marks in connection with its
business (the "Products and Services") and GMAC and GM are willing to
permit such use upon the terms and conditions in this Agreement.


NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, LICENSEE, GMAC and GM hereby agree as follows:


ARTICLE I - TRADEMARK LICENSE


1.1 License Grant: GMAC and GM hereby grant to LICENSEE a royalty free,
nonexclusive license to use, and to grant sublicenses to LICENSEE'S
subsidiaries to use and to grant further sublicenses to their respective
subsidiaries and franchisees, worldwide in their respective GMAC Marks and
GM Marks in forms approved by the respective owner, GMAC or GM prior to
such use for the purposes of: (i) offering the Products and Services and
(ii) advertising and promoting the Products and Services. LICENSEE will be
required to manage the


use of GMAC Marks and GM Marks in accordance with the GMAC and GM Brand
Standards published at www.gmacbrand.com and www.gmbrandzone.com (the
"Brand Standards"). LICENSEE or its sublicensees may not use in any
company name GM Marks or any confusingly similar marks, names or designs .


1.2 No Adverse Claims: LICENSEE recognizes GMAC's and GM's respective
ownership in and title to their respective GMAC Marks and GM Marks and
LICENSEE and any sublicensees have not acquired, and will not acquire or
claim, any right, title or interest adverse to GMAC or GM in the
respective GMAC Marks or GM Marks or any confusingly similar marks, names
or designs regardless of whether or not they are registered in the United
States or any other country. LICENSEE understands and agrees that all
sublicense agreements shall contain the same undertaking on behalf of the
sublicensees as provided herein with respect to the respective ownership
of the GMAC Marks and GM Marks. This provision shall survive the
expiration or termination of this Agreement. From time to time, upon the
written request of LICENSOR, LICENSEE shall forward to LICENSOR a status
report regarding all sub-licensees of LICENSEE, in a form mutually
agreeable to the parties. LICENSEE agrees to act as LICENSOR'S quality
control agent, enforcing all aspects of the sublicensees' activities under
the sublicense agreements, including termination of any sublicense
agreement if necessary.


1.3 Registration and Protection of GMAC Marks and GM Marks: GMAC will have the
exclusive right to register the GMAC Marks, and LICENSEE agrees to assist
GMAC in connection with maintaining such registrations, such as by
providing evidence of use, if so requested by GMAC. GM will have the
exclusive right to register the GM Marks, and LICENSEE agrees to assist GM
in connection with maintaining such registrations, such as by providing
evidence of use, if so requested by GM. LICENSEE will advise GMAC or GM,
as the case may be, promptly of any apparent infringements of the
respective GMAC Marks or GM Marks which come to LICENSEE'S attention. GMAC
will have the exclusive right to bring legal action against the infringer
of the GMAC Marks and GM will have the exclusive right to bring legal
action against the infringer of the GM Marks. LICENSEE will cooperate, and
will cause its agents, franchisees, and sublicensees to cooperate, in
furnishing any relevant evidence in their possession that ...