Exhibit 10.36.1


 


AGREEMENT FOR DOMESTIC AND GLOBAL


RELOCATION SERVICES


 


This
agreement (this “Agreement”) is made as of the 14th
day of July, 2008 (the “Effective Date”),
between GMAC Global Relocation Services, LLC (“GMAC GRS”),
a Delaware limited liability company, having its principal place of business at
2021 Spring Road, Suite 300, Oak Brook, IL 60523 and Talecris
Biotherapeutics, Inc. (“Talecris”),
having its principal place of business at 79 T.W. Alexander Drive, Research
Triangle Park, NC 27513.


 


WHEREAS,
Talecris may, from time to time, transfer persons in connection with the
conduct of its business; and


 


WHEREAS,
Talecris desires assistance in connection with the performance of relocation
and related services for or on behalf of Talecris and of persons designated by
Talecris as being eligible to receive services from GMAC GRS pursuant to this
Agreement, including persons employed by Talecris and persons resident in the
same household and/or in title to property in which they reside (together, “Employees”); and


 


WHEREAS,
Talecris wishes to retain the services of GMAC GRS to assist Talecris and the
Employees in accordance with the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises contained in this Agreement
and other good and valuable consideration, the parties agree as follows:


 


1.             Services


 


Subject
to the terms and conditions set forth in this Agreement, Talecris retains GMAC
GRS and GMAC GRS agrees to assist Talecris in providing to Talecris and the
Employees the services (the “Services”) as
described in the Exhibits and/or Schedules attached to this Agreement.


 


When
Talecris desires GMAC GRS to provide Services to an Employee, Talecris shall
notify GMAC GRS by telephone (with prompt follow-up confirmation in writing),
facsimile, electronic mail or web authorization (an “Initiation”)
GMAC GRS shall then provide to the Employee the Services for which the Employee
is eligible and which the Employee accepts.


 


Talecris
has engaged GMAC GRS to perform Services as an independent contractor and not
as an employee, joint venturer or partner of Talecris. GMAC GRS will perform
the Services either directly or by utilizing the assistance of contractors,
subject to the terms of this Agreement. Talecris acknowledges that GMAC GRS is
not providing, nor is it being engaged to provide tax or legal advice to
Talecris or the Employees. Talecris shall consult with its own tax and legal
advisors with respect to the consequences of any relocation program or Service
furnished by GMAC GRS. In performing the Services, GMAC GRS shall use
reasonable efforts to follow generally accepted standards of the relocation
industry.


 


2.             Fee Procedures


 


A.            Service Fees.
In consideration for GMAC GRS providing the Services, Talecris agrees to pay to
GMAC GRS the fees (the “Fees”) set
forth on the Exhibits and/or Schedules attached to this Agreement. All Fees
(excluding Cancellation and Non-Compliance Fees, which will be billed only when
and if they become applicable) shall be billed by GMAC GRS to Talecris at Initiation.
GMAC GRS shall forward an invoice for Fees for the Services to Talecris monthly
and such


 


GMAC GLOBAL RELOCATION
SERVICES/TALECRIS


 

















 


invoices
shall be due and payable within ten (10) days of date of invoice by Talecris.
In the event GMAC GRS does not receive payment within ten (10) days of
date of an invoice, Talecris shall pay interest on the outstanding balance at
the rate of 1.5%, accrued monthly. The parties acknowledge and agree that as a
material inducement to establishing the payment terms set forth in this Section A,
Talecris shall prepay a deposit to GMAC GRS of one hundred fifty thousand
dollars ($150,000) (the “Deposit”). The Deposit shall be comprised of a direct
prepayment by Talecris of one hundred thousand dollars ($100,000) and a fifty
thousand dollar ($50,000) credit for the Transition Payment (as defined below),
which shall be applied as set forth in Section 2.E. below. GMAC GRS shall
hold the Deposit for the benefit of Talecris.


 


Talecris
acknowledges that the Fees have been established based on certain underlying
assumptions, including, but not limited to, the scope and volume of Services to
be provided pursuant to Appendix 11 of GMAC GRS proposal, “U.S. Domestic and
Global Relocation Services Fee Schedule”, attached as Exhibit A of this
Agreement, volume distribution (e.g. renter v. homeowner), technology
requirements and business process requirements. In the event that a material
change occurs with regard to any such factors, GMAC GRS reserves the right to
reasonably adjust Fees to account for the change, provided 60 days prior
written notice of the adjustment is served upon Talecris. Any such Fees
adjustment will be subject to Talecris approval and will be set forth on an
amended Exhibit A.


 


B.            Direct Costs. Talecris
shall be responsible for the payment for all services rendered, or materials
provided, in connection with the Services (or reimbursement of GMAC GRS for its
payment for such items), which have been approved by Talecris, and are not
subject to a good faith dispute by Talecris, including, but not limited to,
costs and expenses incurred in connection with the following: direct home
marketing, new home closings, household goods transportation, hotels and rental
units, bank charges, Postage/Courier/Wire Services (see attached Schedule 2),
security deposits, home search assistance, temporary living arrangements, final
move assistance, travel, rental cars, spouse career assistance, inter-cultural
training, language training, visa assistance, destination service provider (“DSP”) services and, as applicable, the Home Sale Direct
Costs described on Schedule 1 (any or all of the foregoing being referred to as
“Direct Costs”). Subject to subsection
D. below, Talecris, will either (1) provide funding to GMAC GRS prior to
distribution to a third party for a Direct Cost or (2) reimburse GMAC GRS
for each disbursement made by it, in which event Talecris shall pay Interest
(as defined below) on each such amount, beginning with the date GMAC GRS pays
the Direct Cost and ending with the date of receipt of payment by GMAC GRS.
GMAC GRS shall forward to Talecris an invoice for each Direct Cost, weekly, and
such invoices shall be due and payable within ten (10)days after receipt of the
invoices by Talecris. In the event GMAC GRS does not receive payment within ten
(10)days of date of an invoice, Talecris shall pay additional late payment
interest on the outstanding balance at the rate of 1.5%, accrued monthly.


 


C.            “Interest” shall be computed on a per diem basis based on a
360-day year at the commercial prime rate (or its equivalent) as published in
the Wall Street Journal (determined as the average of the daily rates in effect
during the applicable month). GMAC GRS reserves the right to adjust the
interest rate in response to central bank rate changes or changes to GMAC GRS
cost of funds, upon thirty (30) days prior written notice to Talecris.


 


D.            Funding of any
Direct Costs and Equity (as defined on Schedule 1, if applicable) by GMAC GRS
will be contingent upon receipt, review and acceptance of Talecris’ financial
statements and credit references, and may be suspended (with Talecris being
required to self-fund) immediately upon notice from GMAC GRS, if, in GMAC GRS’
sole judgment, Talecris’ financial condition has deteriorated during the term
of this Agreement.


 


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E.             In
consideration of the expenses to be incurred by Talecris in transitioning files
to GMAC GRS, GMAC GRS shall make a one-time payment (the “Transition Payment”)
to Talecris in the amount of $50,000. Such Transition Payment shall be paid
directly into the Deposit (as described in Section 2.E.), on or before the
date GMAC GRS receives prepayment from Talecris of $100,000 for the remainder
of the Deposit.


 


F.             GMAC GRS will
immediately refund and pay to Talecris the full Deposit should this Agreement
be terminated for any reason other than by Talecris, within eighteen (18)
months following the Effective Date, except due to material default or material
breach by GMAC GRS. If Talecris terminates this Agreement within eighteen (18)
months following the Effective Date, except due to material default or material
breach by GMAC GRS, GMAC shall immediately refund and pay to Talecris the
Deposit minus the Transition Payment.


 


3.             Term


 


This
Agreement shall be effective as of the Effective Date and shall continue for a
period of three years. Thereafter, this Agreement shall renew automatically for
additional one-year periods unless earlier terminated as set forth herein. The
parties may terminate this Agreement in accordance with A, B, or C below.


 


Notwithstanding
the above, this Agreement may be terminated, as follows:


 


A.            by either
party, provided 90-days prior written notice is served upon the other party;


 


B.            by either
party, for a breach of this Agreement by the other party, provided 30-days
prior written notice of the breach is served upon the breaching party and the
breaching party fails to cure the breach within that 30-day period;


 


C.            by Talecris,
upon written notice to GMAC GRS (which shall be effective immediately, unless
otherwise indicated), in the event GMAC GRS should: (i) admit, in writing, its
inability to pay its debts as they become due, (ii) file a petition in
bankruptcy or take similar action, (iii) allow a petition in bankruptcy
(or similar action) against it to remain outstanding for a period in excess of
14 days.


 


Upon
termination of this Agreement, Talecris shall not make, and GMAC GRS shall not
accept, any further Initiations; however, at Talecris’ option, any transactions
then in progress will be completed by GMAC GRS upon commercially reasonable
terms. Talecris shall compensate GMAC GRS with respect to all transactions in
progress on the date of termination and compensate GMAC GRS through completion
of the transactions. The quality and level of performance by GMAC GRS shall not
be degraded following notice of termination by either party. All rights and
obligations of the parties with respect to such transactions which are existing
at the time of termination shall survive termination of this Agreement.


 


4.             Additional
Understandings


 


A.            Talecris agrees
to use commercially reasonable efforts internally to encourage Employees to
utilize the programs made available by GMAC GRS pursuant to this Agreement and
to distribute to Employees pertinent information regarding the availability and
utility of the programs offered by GMAC GRS.


 


B.            Talecris
acknowledges that the Services may be performed by telephone, electronic mail
(email), as well as in person. GMAC GRS may subcontract the performance of
various 


 


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component
Services contemplated by this Agreement; provided, however, that GMAC GRS shall
neither subcontract nor delegate its role as primary Service provider under
this Agreement. GMAC GRS shall use reasonable efforts to keep in communication
with each Employee to whom Services are provided and supervise the performance
of Services by contractors furnished by it, and shall notify Talecris if
communications are unsuccessful. Without limiting the generality of the
foregoing, GMAC GRS agrees to the terms of the Service Level Agreement (“SLA”)
attached hereto as Exhibit B. GMAC GRS shall supervise the performance of
the Services by any subcontractor or service-provider, and shall have control
of the manner and means by which such Services are performed, subject to
compliance with this Agreement, each applicable Initiation, written directions,
or other items approved by Talecris. GMAC GRS shall assume all liabilities or
obligations imposed by any one or more of such laws with respect to employees
of GMAC GRS and its subcontractors in their performance of this Agreement.


 


C.            GMAC GRS shall
deal with the Talecris and the Employees in good faith and with fair dealing,
applying high ethical standards, in a manner reflecting favorably on both
Talecris’ and GMAC GRS’ businesses. GMAC GRS shall exercise reasonable efforts
to ensure proper performance and coordination of contractors’ services in
conformity with generally accepted industry standards. GMAC GRS shall maintain
adequate professional offices and staff for such purposes and shall maintain
records in accordance with generally accepted accounting principles,
consistently applied, for not less than seven (7) years after the Service
has been provided, or longer if required by applicable law. GMAC GRS shall use
reasonable efforts to resolve Talecris’s requests, inquiries and complaints.


 


D.            Talecris shall
deal with GMAC GRS and its contractors in good faith and with fair dealing, in
a manner reflecting favorably on both Talecris’s and GMAC GRS’ businesses.
Talecris shall make its requests for Services in a timely and complete manner
and shall provide GMAC GRS all information necessary to permit GMAC GRS to
perform its obligations under this Agreement. Talecris shall cooperate
reasonably with GMAC GRS and its contractors to promote and effect the intent
of this Agreement and shall comply with all laws and regulations relating to
employment benefits (as they may affect the performance of GMAC GRS of its
obligations under this Agreement).


 


E.             Talecris may,
upon reasonable notice and at Talecris’s sole expense, have access during
regular business hours at GMAC GRS’ designated office, to GMAC GRS’ relevant
files for inspection or audit.


 


F.             GMAC GRS, at
GMAC GRS’ own expense, shall obtain insurance with carriers acceptable to
Talecris in at least the amounts shown below, and shall submit to Talecris
thirty (30) days after commencement of the Services under this Master
Agreement, certificates of insurance evidencing that such insurance was
obtained. All certificates of insurance shall state that thirty (30) days
advance notice will be given by registered mail to Talecris of cancellation,
expiration, reduction, or modification in amounts of coverage. All insurance
policies maintained shall name, Talecris Biotherapeutics Holdings Corp. and
applicable Talecris subsidiary companies as an “Additional Insured” on a
primary basis and non-contributory with respect to any insurance or
self-insurance maintained by GMAC GRS and any other valid insurance existing
for Talecris’ benefit shall be excess of such primary insurance. GMAC GRS shall
obtain a waiver of its insurer’s right of subrogation against Talecris. GMAC GRS
shall maintain insurance in force during the term of this Master Agreement and
for one (1) year thereafter. GMAC GRS shall be financially responsible for
all deductibles or self-insured retentions. It is expressly understood that
Talecris does not, in any way, represent that the types of minimum limits of
insurance specified are sufficient or adequate to protect GMAC GRS’ interests
or liability. GMAC GRS shall maintain comprehensive public liability insurance


 


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in
the minimum amount of $2,000,000 and property damage insurance in the minimum
amount of $2,000,000 (but excluding property damage incurred during household
goods moves, which shall be as provided by the household goods mover), as well
as other insurance maintained by prudent business people in the relocation
industry, all covering foreseeable losses in connection with the performance of
the Services; a certificate of such insurance shall be provided to Talecris,
upon Talecris’s request. GMAC GRS shall maintain auto liability insurance in
the minimum amount of $1,000,000 combined single limit. GMAC GRS shall maintain
workers compensation insurance at statutorily required levels including
Employers Liability coverage in the minimum amount of $1,000,000. It is the
responsibility of GMAC GRS, to require its subcontracting logistics providers,
if applicable, to maintain the same minimum levels of liability insurance as
GMAC GRS.


 


G.            GMAC GRS may
refer an Employee to various independent providers of services (such as real
estate brokers or, in the case of an international transfer, to a DSP) and GMAC
GRS may become entitled to receive a fee in connection with such referral. Any
referral or similar fee paid to GMAC GRS by the party to which an Employee is
referred shall be the sole property of GMAC GRS and neither Talecris nor
Employee shall have any right, title or interest to any portion of that
referral or similar fee. GMAC GRS shall comply with all applicable laws and
regulations with respect to any referral or similar fees paid to or by GMAC GRS
in connection with this Agreement and any Services provided hereunder.


 


H.            For purposes of
this subsection H, the following definitions will apply:


 


(1)           “Talecris Parties”
shall mean, individually and collectively, Talecris, its officers, directors,
employees (including Employees), potential employees, agents and
representatives, and their respective successors and assigns, individually and
collectively;


 


(2)           “Losses” shall
mean, individually and collectively, losses, liabilities, claims, suits, causes
of action, demands, judgments, settlement costs, damages of any kind or nature,
costs and expenses, including without limitation, reasonable legal fees;


 


(3)           “GMAC GRS Parties”
shall mean, individually and collectively, GMAC GRS, its officers, directors,
employees, agents, representatives and subcontractors, and their respective
successors and assigns;


 


GMAC
GRS shall indemnify, defend and hold harmless Talecris Parties from and against
any Losses, arising out of, or connected with (i) the violation or alleged
violation of any law, ordinance, regulation, decree or the rights of
third-parties by reason of performance or nonperformance of the Services by
GMAC GRS Parties (whether directly or by third parties appointed by GMAC GRS)
or of any GMAC GRS Parties’ obligations under any agreement entered into in
furtherance of the provisions of this Agreement; (ii) breach of, or
failure to perform, any term, condition, covenant, agreement, representation or
warranty of GMAC GRS in this Agreement; and (iii) the negligent acts or
omissions or misrepresentations of any of the GMAC GRS Parties. Talecris agrees
to indemnify, defend and hold harmless the GMAC GRS Parties from and against
any Losses arising out of, or connected with (i) the violation or alleged
violation of any law, ordinance, regulation, decree or the rights of third
parties by reason of performance or nonperformance by Talecris Parties of
Talecris’s obligations under this Agreement or of any Talecris Parties’
obligations under any agreement entered into in furtherance of the provisions
of this Agreement; (ii) breach of, or failure to perform, any term,
condition, covenant, agreement, representation or warranty of Talecris in this
Agreement; and (iii) the negligent acts or omissions or misrepresentations
of any of Talecris Parties. Except in


 


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connection
with damages arising from a breach by a party hereunder of Section 4(J) (“Confidentiality/Privacy”),
in no event shall either party be liable to the other for consequential
damages, even if notice of such consequential damages has been given. The
respective rights and obligations of the parties hereunder shall survive the
termination or expiration of this Agreement to the extent necessary for the
intended preservation of such rights and obligations.


 


I.              If, during the
course of this Agreement, any of Talecris Parties appear on or are members of
any organization that appears on any government list, including, but not
limited to, the Control List prepared by the Office of Foreign Assets Control (“OFAC”)
of the Department of the Treasury, then GMAC GRS may take all measures
authorized under applicable law and may, by giving written notice thereof to
Talecris, terminate this Agreement upon the date specified in the notice, which
date may be the date of the notice.


 


J.             Confidentiality/Privacy:


 


(a) Any
information and documents that are furnished, whether intentionally or
unintentionally, by one party to the other, whether or not related to the
Services and unless otherwise excepted in this Agreement, are proprietary,
subject to the provisions of this Section and are defined as “Confidential Information.” Confidential Information shall
include, without limitation: the provisions of this Agreement; information
concerning current, future or proposed products and services (and their
descriptions); financial information; information related to mergers or
acquisitions; passwords and security procedures; computer programs, software
and software documentation; lists or names of (or other information relating
to) clients, customers or employees (including Employees) and/or prospective
clients or customers; personal information about Employees; records; policies,
practices, procedures, technical specifications and operating manuals; and all
information, data or materials relating to the business, trade secrets and
technology of either party, its clients, customers or employees, business
affairs, affiliates (and its parents’ affiliates) and subsidiaries. For the
purposes of this Agreement, any personal information or otherwise sensitive or
proprietary information provided by Talecris or by its Employees shall be
deemed the Confidential Information of Talecris. Neither party shall have the
right to use the name of the other party, or any variant of that name, in its
advertising or marketing or in any document prepared by it, or on its behalf or
at its direction, unless prior written authorization is received from the other
party or such use is specifically permitted by this Agreement (notwithstanding
the above, either party may indicate that an Agreement has been executed by the
parties, without disclosing the details of this Agreement).


 


(b) Each
Party shall, with respect to Confidential Information of the other party: (i) maintain
the Confidential Information in confidence within a secure system for its
storage and handling; (ii) restrict disclosure to persons who “need to
know”, in order to perform under this Agreement, (iii) restrict disclosure
to any third party, without prior written approval of the other party, and (iv) inform
third-parties of the confidential nature of the Confidential Information and
obtain their agreement to abide by the obligations set forth in this Agreement.


 


(c) The
provisions of this Agreement shall not apply to Confidential Information that
is (i) made public by the party having the right to keep the Confidential
Information confidential, (ii) rightfully becomes generally available to
the public, (iii) received from a third-party having the legal right to
disclose the Confidential Information free of any obligation of confidence. In
the event that either party becomes legally compelled to disclose any
Confidential Information of the other party, such party shall provide the other
party with prompt prior notice, so that the party having the right to keep such
Confidential Information confidential shall have reasonable time to seek a
protective order or other appropriate remedy.


 


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(d)
Each party acknowledges that a breach or threatened breach of any of the
provisions of this Section by the other party may result in immediate and
irreparable harm and that any remedies at law in such event may be inadequate.
A breach, or threatened breach, of this Section by one party shall entitle
the non-breaching party to suspend this Agreement immediately, shall be grounds
for termination by the non-breaching party, and shall entitle the non-breaching
party to seek injunctive relief to restrain the breach or threatened breach in
any court with jurisdiction over such matters; these rights shall be in
addition to, and not in lieu of, any other remedies at law or in equity.


 


(e) Upon
termination of this Agreement, all copies of the Confidential Information
(including all electronic imaging of the Confidential Information) will either
be destroyed or returned to the requesting party immediately upon such party’s
request and at such party’s cost of shipment, provided, however, that GMAC GRS
may retain any information necessary for tax and audit purposes. Each party
agrees that it will not retain any copy, summary or extract of the Confidential
Information or any related work papers on any storage medium. Upon request,
each party will provide a certification from an appropriate officer that the
requirements of this subsection have been satisfied.


 


(f) The
provisions of the Section shall survive the termination of this Agreement
for a period of ten (10) years, and shall survive in perpetuity (to the
extent permitted by law) in cases where Confidential Information consists of
personally identifiable information of Employees.


 


K.            Transfer of
Personal Data outside of the European Union.


 


The
parties acknowledge that the Data Protection Requirements pursuant to Directive
95/46/EC of the European Parliament may apply from time to time with regard to
personal information of certain Employees and other individuals in their
households for whom Services will be rendered. As such information is likely to
be required to be supplied to GMAC GRS or any relevant third party Supplier
under the provisions of this Agreement, Talecris warrants and represents that
it will where necessary obtain in advance the express prior written consent of
the relevant data subject to the said transfer and use of such data or
information, including specifically, any transfer and use of such data or
information outside of the European Union, as may be appropriate under the
terms of this Agreement or reasonably required by GMAC GRS from time to time
and Talecris shall indemnify GMAC GRS against any liability, cost or expense
incurred by GMAC GRS due to the failure by Talecris to so obtain such consent.


 


5.             Compliance with Law


 


GMAC
GRS agrees, in the performance of the Services, to maintain in effect all
licenses required for the performance of the Services, to comply with all laws
(governmental and/or industrial), statutes, rules and regulations
applicable to the Services and to provide the Services without regard to any
person’s age, race, color, religion, sex or sexual preference, marital status,
disability or national origin. GMAC GRS shall comply with the Fair Labor
Standards Act. Talecris is an equal opportunity employer and is a United States
government contractor. Therefore, this Agreement is subject to certain rules and
regulations imposed upon Federal government contractors and subcontractors.
Unless this Agreement is exempt by regulations issued by the Secretary of
Labor, GMAC GRS acknowledges that this Agreement incorporates by reference the
contract clauses required by law regarding equal employment opportunity and
affirmative action contained in 41 CFR 60-1 (Executive Order 11246), 41 CFR 60-250.4
(Vietnam Era Veterans Readjustment and Assistance Act), and 41 CFR 60-741.5
(Rehabilitation Act), and all other laws enforced by the U.S. Equal Employment
Opportunity Commission.


 


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6.             Assignment


 


Neither
party shall have the right to assign this Agreement (or its rights and obligations
under this Agreement) to a third party, except that: (a) this prohibition
shall not prevent GMAC GRS from contracting services to third-parties, as
provided elsewhere in this Agreement, and (b) either party may assign this
Agreement to its parent or subsidiary, provided that such assignment shall not
terminate its obligations to the other party. Talecris may assign all of its
rights or delegate its duties, by written notice to GMAC GRS, to a successor or
transferee (whether by merger, consolidation, purchase or otherwise) of either
all or substantially all of the assets of Talecris or any part of the business
to which it pertains, provided that no such assignment shall relieve Talecris
of its obligations hereunder.


 


7.             Marketing/Public Relations


 


Each
party agrees that it will not at any time use the name, insignia, symbol, logo
or other identifying information of the other party hereto orally, in writing
or in electronic format in any advertising, press release, promotional
materials or otherwise without the prior written consent of such other party,
except as required by Law.


 


8.             No Third Party Beneficiaries


 


No
Employee, person or entity, except the parties to this Agreement, shall have
any rights under this Agreement. This Agreement is not intended, nor shall it
be construed, to create any rights in any person or entity, other than Talecris
(including its subsidiaries receiving the Services) and GMAC GRS.


 


9.             Notices


 


By GMAC GRS. Any notice required or permitted under this
Agreement by GMAC GRS shall be given to Talecris in writing (i) by (A) delivery
in hand or by postage prepaid, United States first class mail with proof of
mailing, and (B) registered or certified mail, return receipt requested,
or (ii) by recognized national overnight courier service to the Official
Correspondent at the address specified above, or at such other address as the
Official Correspondent may specify in writing, with a copy to:


 


Legal
Department


Talecris
Biotherapeutics, Inc


79
T.W. Alexander Drive


4101
Research Commons


P.O.
Box 110526


Research
Triangle Park, NC 27709


Attn:
General Counsel


 


By Talecris. Any notice required or permitted under this
Agreement by Talecris shall be given to GMAC GRS in writing (i) by (A) delivery
in hand or by postage prepaid, United States first class mail with proof of
mailing, and (B) registered or certified mail, return receipt requested,
or (ii) by recognized national overnight courier service to the Official
Correspondent at the address specified above, or at such other address as the
Official Correspondent may specify in writing, with a copy to:


 


Legal
Department


GMAC
GRS


465
South Street, 2nd Floor


Morristown,
NJ 07960


 


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In
addition, in the event that correspondence with other personnel of Talecris
becomes necessary, copies of such correspondence shall be sent to the Official
Correspondent so that the Official Correspondent may keep a complete file.


 


10.           Waiver


 


Waiver
of any provision of this Agreement, in whole or in part, in any one instance
shall not constitute a waiver of any other provision in the same instance, nor
any waiver of the same provision in another instance, but each provision shall
continue in full force and effect with respect to any other then-existing or
subsequent breach. All waivers by either party hereto must be contained in
writing signed by the party to be charged and, in the case of Talecris, by an
executive officer of Talecris or other person duly authorized by Talecris. No
payment made by Talecris shall be considered as acceptance of satisfactory
performance of GMAC GRS’ obligations hereunder. Nor shall any payment be
construed as acceptance of substandard or careless performance or as relieving
GMAC GRS from its duties hereunder.


 


11.           Entire Agreement; Changes


 


This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes any prior oral or written
understandings between the parties. Except as otherwise provided in this
Agreement, this Agreement may not be terminated, changed, modified or amended
orally, but only by an instrument, in writing, duly executed by both parties.
In the event of any inconsistency or conflicts between provisions of this
Agreement and any document issued under this Agreement, the inconsistency shall
be resolved by giving precedence in the following order: (i) this
Agreement; (ii) Exhibits to the Agreement, including GMAC GRS proposals
and quotes. Notwithstanding the foregoing, a provision in an Exhibit or
amendment hereto will supersede this Agreement, solely with respect to the
subject matter of such Exhibit or amendment, if it specifically and
expressly states the intent of the parties to supersede this Agreement.


 


12.           Attorneys’ Fees


 


In
the event of any litigation or arbitration between the parties, the prevailing
party shall be entitled to seek and obtain payment of all reasonable out-of-pocket,
third-party costs incurred by such party in such dispute, including, but not
limited to, court or arbitration costs and reasonable attorneys’ fees;
provided, however, that such amount shall not exceed the total amount subject
to dispute between the parties.


 


13.           Subsidiaries and Affiliates


 


If
Talecris directs GMAC GRS to provide Services to any of Talecris’ subsidiaries
or affiliates, GMAC GRS shall provide such Services and Talecris guarantees the
payments due GMAC GRS under the provisions of this Agreement should any
subsidiary or affiliate be unwilling or unable to pay GMAC GRS.


 


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14.           Arbitration


 


In
the event of a dispute between Talecris and GMAC GRS arising from this
Agreement or from actions taken in furtherance of this Agreement, the
reasonable amount of which does not exceed $250,000, such dispute shall be
submitted for arbitration to the American Arbitration Association, in
accordance with its commercial arbitration rules then in effect (unless
otherwise agreed, the arbitration shall be conducted in the State of Illinois
if initiated by Talecris, and in the State of North Carolina if initiated by GMAC
GRS).


 


15.           Captions


 


The
captions in this Agreement are included for convenience of reference only and
shall not be interpreted to affect the substance of the provisions of this
Agreement.


 


16.           Severability


 


If
any one or more of the provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.


 


17.           Governing Law


 


This
Agreement shall be governed by the laws of the State of North Carolina, without
regard to conflicts of laws principles, and the parties hereby submit to the
exclusive jurisdiction of the North Carolina courts, both state and federal.


 


18.           Liability


 


Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT OR IN TORT FOR
INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
ARISING OUT OF OR RESULTING FROM PERFORMANCE HEREUNDER, EXCEPT TO THE EXTENT OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH PARTY, ITS
EMPLOYEES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS. 


 


IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by a duly authorized officer as of the Effective Date.


 


	
  Talecris
  Biotherapeutics Inc.

  	
   

  	
  GMAC
  Global Relocation Services, LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Lawrence D. Stern

  	
   

  	
  By:
  

  	
  /s/
  Richard E. Schwartz

  
	
  Name:

  	
  Lawrence
  D. Stern

  	
   

  	
  Name:

  	
  Richard
  E. Schwartz

  
	
  Title:

  	
  Chairman
  & CEO

  	
   

  	
  Title:

  	
  President
  & CEO

  
	
  Date:

  	
  7/18/08

  	
   

  	
  Date:

  	
  7/22/08

  



 


 


	
  APPROVED AS TO

  LEGAL FORM

   

  TALECRIS BIOTHERAPEUTICS

  LAW DEPT

  	
   

  



 


10

















 


Confidential


07/18/2008


 


SCHEDULE I


 


DOMESTIC HOME SALE ASSISTANCE


 


GUARANTEED BUYOUT OPTION


 


AMENDED VALUE OPTION


 


BUYER VALUE OPTION


 


Section 1.
Listing Agreements


 


Talecris
shall provide Employee with appropriate literature supplied or approved by GMAC
GRS describing the Services and shall inform Employee that, if Employee enters
into a listing agreement with a real estate broker to sell Employee’s Property (as defined in the paragraph entitled Definitions),
Employee must provide in the listing agreement with the broker that no
commission shall be due or payable as a result of a sale of the Property to GMAC
GRS. Employee shall be instructed to insert into any listing agreement the
following clause:


 


“Notwithstanding
any other provision of this listing agreement and regardless of whether or not
an offer has been, or will be, presented by a ready, willing and able buyer:


 


1)             No commission
or compensation shall be earned by, or be due and payable to, Broker until the
sale of the property has been consummated between seller and buyer, the deed
delivered to the buyer and the entire purchase price delivered to seller; and


 


2)             Seller reserves
the right to sell the property to GMAC Global Relocation Services, LLC. (“GMAC
GRS”) or its designee (a “Named Prospective Purchaser”) at any time. Upon the
execution by a Named Prospective Purchaser and seller of an agreement of sale
with respect to the property, this listing agreement shall immediately
terminate without obligation on the part of seller, GMAC GRS or any Named
Prospective Purchaser to either pay a commission or to continue this listing
agreement.


 


3)             If, in seller’s
opinion, Broker does not cooperate with a marketing assistance person
designated by seller’s employer, seller shall have the right to terminate this
listing agreement upon 3-days written notice to Broker.”


 


Section 2.
Acquisition Procedures


 


(a)
Appraisals; Determination of Appraised Value.


 


Upon
Initiation, and only if and to the extent that Talecris’s policy allows, GMAC
GRS will, for the purpose of establishing current market value, obtain written
appraisals of the value of the Property from 2 independent, qualified real
estate appraisers, who will be selected by GMAC GRS (if independent, qualified
real estate appraisers are not available, broker-price-opinions shall be
obtained from two (2) real estate brokers selected by GMAC GRS). Unless Talecris
policy states otherwise, if the lower appraisal value is at least 95% of the
higher appraisal value, the appraised value of the Property shall be the value
determined by averaging


 


11

















 


the
two appraisal values. If, however, the difference between the two appraisal
values is more than 5% of the higher appraisal value, GMAC GRS will select a
third appraiser and the two closest appraisal values shall be averaged to determine
the appraised value. GMAC GRS may, within its reasonable discretion, disregard
any appraisal with a valuation which it considers to be unsupportable. The
appraised value established by the above method is referred to as the “Appraised Value.”


 


(b)
Property Condition Disclosure Statement.


 


Promptly
after the Initiation, GMAC GRS shall furnish Employee with a Property Condition
Disclosure (the “Disclosure Statement”). GMAC GRS
shall Instruct Employee to complete and return the Disclosure Statement to GMAC
GRS within 10 days after receipt. Unless otherwise instructed by Talecris, GMAC
GRS will not make an offer to an Employee until after it has received and
reviewed the completed Disclosure Statement.


 


(c)
Title Searches, Inspections, Broker-Market Analysis.


 


GMAC
GRS shall arrange to obtain a title search and title report with respect to the
Property, one or more broker market analysis and such inspections of, and
reports regarding, the Property as GMAC GRS shall determine, in its discretion,
are advisable in connection with the purchase and resale of the Property,
including, but not limited to, structural inspections, termite inspections,
inspections and tests regarding the presence of hazardous and potentially
hazardous substances, as well as mortgage condition, tax, judgment and
litigation reports. The results of any physical inspection of the Property and
any information disclosed to GMAC GRS or to Talecris in the Disclosure
Statement will be disclosed to prospective purchasers of the Property.


 


Section 3.
Offer to Purchase


 


(a) Guaranteed
Buyout Option.


 


Upon
determination of the Appraised Value of the Property and after receiving the
results of any inspections and disclosure documents that GMAC GRS deems
advisable, including the Disclosure Statement, GMAC GRS shall offer to purchase
the Property from Employee at the Appraised Value (as the same may be adjusted
to reflect information contained in the inspections and reports obtained by
GMAC GRS), by forwarding to Employee a contract of sale in the form attached
hereto as Exhibit C (the “Contract of Sale”).
The amount of such offer (or the amended amount of such offer, as provided
below) shall be referred to as the “Purchase Price”.
Employee may accept GMAC GRS’ offer at any time prior to the expiration of the Offer Period (as defined in the paragraph entitled
Definitions) by signing the Contract of Sale and returning it to GMAC GRS,
together with all other documents required by GMAC GRS. After Employee has
returned to GMAC GRS the signed Contract of Sale and all other documents
required by GMAC GRS and, provided no changes have been made to the Contract of
Sale or other documents, GMAC GRS will sign the Contract of Sale and,
thereafter, provided all the terms and conditions of the Contract of Sale have
been met, purchase the Property in accordance with the terms of the Contract of
Sale. Such transaction, as described in this paragraph, is referred to as the Guaranteed Buyout Option. If Employee fails, for any reason,
to execute the Contract of Sale in the form presented by GMAC GRS, within the
Offer Period, GMAC GRS’ offer to purchase the Property shall automatically
terminate at the end of the Offer Period.


 


12

















 


(I) Amended
Value Option.


 


If
Talecris’s policies so permit and if, prior to accepting the Contract of Sale,
Employee receives from a prospective buyer (the “Buyer”)
a bona fide acceptable written offer to purchase or a proposed agreement to
sell/purchase (the latter, a “Proposed Sale Agreement”)
(either the written offer or the Proposed Sale Agreement is referred to as the
“Buyers Offer”) with respect to the
Property (which does not contain any material unusual terms or conditions and
which is not contingent upon the sale of any property presently owned by the
Buyer or upon financing provided by Employee), at a price and upon such terms
and conditions as would result in a net cash return (as determined below) to
Employee greater than that provided by the Purchase Price and Employee has not
signed the Proposed Sale Agreement or accepted a down payment or deposit with
respect to such written offer, then GMAC GRS will amend the Purchase Price to
an amount equal to the Buyer’s Offer, less the adjustments provided in the next
sentence. In determining whether the purchase price proposed in the Buyer’s
Offer will provide Employee with a net cash return greater than the Purchase
Price, the gross cash return to Employee based on the purchase price proposed
in the Buyer’s Offer will be reduced to take into account the differences
between the terms and conditions of the Contract of Sale and the terms and
conditions of the Buyer’s Offer, including, but not limited to, the following:


 


	
  (i)

  	
  estimated
  mortgage discount points that Employee would be required to pay;

  
	
  (ii)

  	
  any
  real estate brokerage commission in excess of local custom that Employee
  would be required to pay;

  
	
  (iii)

  	
  other
  expenses that Employee would be required to pay, such as the cost of repairs
  or improvements;

  
	
  (iv)

  	
  estimated
  closing costs which are typically paid by a buyer under local custom, but
  which Employee would be obligated to pay; and

  
	
  (v)

  	
  other
  monetary concessions required of Employee.

  



 


These
amounts will then be deducted from the amount of the purchase price proposed in
the Buyer’s Offer and the net amount will be the Amended Value.


 


As
a condition to agreeing to change the Purchase Price in the Contract of Sale to
the Amended Value, GMAC GRS shall have the right to reasonably satisfy itself
that the Buyer has received or is likely to receive adequate financing to make
the purchase at the offered price and that the proposed Sale Agreement provides
for a fixed purchase price, contains terms substantially consistent with the
terms of the Contract of Sale, does not depend on the satisfaction of any
contingency (other than financing) and is otherwise satisfactory to GMAC GRS.


 


Upon
the fulfillment of such conditions, GMAC GRS shall advise Employee that GMAC
GRS is willing to change the Purchase Price in the Contract of Sale to the
Amended Value. If the Amended Value is acceptable to Employee, Employee shall
promptly give GMAC GRS telephone notice of Employee’s intention to amend the
Purchase Price in the Contract of Sale. Employee shall then cross out the
Purchase Price in the Contract of Sale, write in the Amended Value, initial the
change, sign the Contract of Sale and return it to GMAC GRS, together with the
written offer or Proposed Sale Agreement (as to the latter, GMAC GRS shall be
designated as the seller) and all other documents required under the Contract
of Sale. If GMAC GRS does not receive the executed amended Contract of Sale within
five (5) business days after oral acceptance by Employee, GMAC GRS’ offer
to amend the Purchase Price will expire. If the executed amended Contract of
Sale is so received by GMAC GRS, GMAC GRS shall execute 


 


13

















 


the
Contract of Sale and forward a copy to Employee (the date of such execution is
referred to as the “Acceptance Date”).


 


The
Equity (as defined in the paragraph
entitled Definitions) payable to Employee shall be based on the Amended Value.


 


(b) Buyer
Value Option.


 


If,
under Talecris’s relocation policy, no Guaranteed Buyout Option is contemplated
or if, prior to receiving GMAC GRS’ offer to purchase the Property (in the form
of a proposed Contract of Sale), Employee receives from a Buyer an Offer (as
defined above) to purchase the Property, Employee may advise GMAC GRS that
Employee has received an Offer and, if Employee has not signed a Sale Agreement
or accepted a down payment or deposit with respect to an offer; (i) GMAC
GRS shall terminate the appraisal process, if one had been commenced in
accordance with Section 2(a), above: (ii) the Buyer’s Offer will be
treated as an offer to purchase the Property at an Amended Value; (iii) the
Buyer and the Buyer’s Offer will be subject to the same conditions regarding
contingencies and acceptance as with Amended Value Offers, as set forth in Section 3(a)(l),
above; (iv) the Equity payable to Employee will be subject to the same
adjustments as with Amended Value Offers, as set forth in Section 3(a)(l),
above; and (v) GMAC GRS and Talecris will, for all purposes, treat the
transaction as an Amended Value Sale, the relevant procedures set forth in Section 3(a)(l),
above, shall apply and GMAC GRS shall charge Talecris the fees and charges in
accordance with Exhibit A and shall bill Talecris in the manner in which
an Amended Value Sale is billed.


 


(c) Acceptance
of Offer from Buyer by Employee/Cancellation Fee.


 


If
an Employee accepts an Offer from a Buyer (through the execution of a Sale
Agreement with a Buyer or the acceptance of a deposit with respect to an offer
from a Buyer or otherwise), GMAC GRS shall have no obligation thereafter to
purchase, or participate in the transfer of, the Property, unless: (i) Talecris
requests, in writing, GMAC GRS to do so, and (ii) Employee assigns to GMAC
GRS the Sale Agreement or Employee’s interest in the deposit (as applicable)
and executes the documentation requested by GMAC GRS to permit GMAC GRS to
complete the transaction. In the event the conditions set forth in subparagraphs
(i) and (ii), above, are met, Talecris acknowledges that the payment by it
of certain expenses related to the sale (including the broker’s commission) may
be considered income to Employee and agrees to reimburse GMAC GRS for any
additional expenses incurred by GMAC GRS as a result thereof; if the conditions
set forth in subparagraphs (i) and (ii), above, are not met, Talecris
shall pay to GMAC GRS a Cancellation Fee
of $300.


 


Section 4.
Special Procedures for Special Properties


 


After
the appraisals and inspections have been completed and before any offer is made
to Employee or as soon thereafter as GMAC GRS can reasonably do so, GMAC GRS
will notify Talecris if a Special Property
(as defined in the paragraph entitled Definitions) has been identified.
Talecris may then request that GMAC GRS acquire the Special Property, in which
event GMAC GRS will review with Talecris any special procedures that GMAC GRS
will follow in connection with such Special Property. GMAC GRS reserves the
right, in its sole discretion, not to acquire any Special Property. If GMAC GRS
elects to purchase a Special Property, except as otherwise agreed by the
parties, all references in this Agreement to a Property shall be deemed to
include such Special Property.


 


14

















 


Section 5.
Payment and Funding of Equity


 


(a) Promptly
after the Acceptance Date (except as provided below), provided Employee has
signed and delivered to GMAC GRS all documents and information required by GMAC
GRS, including, but not limited to, a deed for the Property in form acceptable
to GMAC GRS, GMAC GRS will pay to Employee the Equity. Notwithstanding the
above, if the Acceptance Date occurs prior to the date that Employee vacates
the Property and delivers possession, in accordance with the Contract of Sale
(the “Vacate Date”), GMAC GRS shall deduct
from the Equity, and shall retain, a reserve in an amount equal to 5% of the
Purchase Price (the “Reserve”); the
Reserve will be held by GMAC GRS until after the Vacate Date, whereupon GMAC GRS
shall promptly pay to Employee the Reserve and any other unpaid portion of the
Equity, less any amounts necessary to place the Property in the condition
warranted by Employee in the Contract of Sale. Employee shall vacate the Property
on or before the estimated Vacate Date as provided in the Contract of Sale,
unless GMAC GRS and Talecris agree, in writing, to a later date. If Employee
vacates the Property on a date other than the estimated Vacate Date, GMAC GRS
shall adjust the Equity to reflect pro-rations through the actual date that
Employee vacates. If Employee vacates the Property after the estimated Vacate
Date or if Equity is calculated (and paid to Employee) crediting Employee with
funds which are expected to be paid to GMAC GRS at the time that the Property
is sold to a third-party, e.g., property escrow reserves held by Employee’s
mortgage lender, and such funds are not paid to GMAC GRS, e.g., the lender pays
the escrow reserves to Employee, GMAC GRS shall seek to collect such funds from
Employee and shall charge Employee directly for the additional costs incurred
or accrued by GMAC GRS as the result of the delay in securing such funds (in
the event Employee fails to pay such funds and charges, Talecris shall pay such
funds and charges to GMAC GRS).


 


Whenever
Employee receives any portion of the Equity after the Acceptance Date, but
prior to the Vacate Date, such payment shall be referred to as an “Equity Advance”.


 


(b) If
Employee has “Negative Equity” (defined as a
condition in which the Appraised Value or Buyer’s Offer is less than the liens
and encumbrances on the Property), GMAC GRS shall send to Employee a closing
statement and Employee shall pay to GMAC GRS the Negative Equity in accordance
with the Contract of Sale (in the event Employee fails to pay the Negative
Equity, Talecris shall have the option of making such payment or canceling such
transaction, and in the case of a cancellation, Talecris will be subject to a
cancellation fee.


 


(c) If
so requested, in writing, by Talecris prior to the Acceptance Date, GMAC GRS,
within its discretion, may grant a loan (an “Equity Loan”)
to an Employee, in an amount as indicated by Talecris, which shall be evidenced
by a promissory note executed by Employee, but not secured by a mortgage on the
Property or by delivery of the deed to the Property. Talecris shall reimburse
GMAC GRS for the Equity Loan, together with Interest, within 30 days of its
funding. Notwithstanding the foregoing, GMAC GRS shall not be obligated to
grant an Equity Loan if, in the reasonable judgment of GMAC GRS, doing so will
violate any law, including the provisions of the Sarbanes-Oxley Act.


 


(d) Unless
Talecris directs otherwise, GMAC GRS shall insert its name as the buyer on the
deed from Employee and shall execute a second deed to the third-party buyer, in
which GMAC GRS shall be indicated as the seller (the “2-Deed
Process”). Talecris understands that, based on reports from the
Employee Relocation Council and from other sources, the 2-Deed Process: (i) constitutes
a preferred process for documenting the fact that two separate transfers are
being undertaken and for complying with local filing requirements;


 


15

















 


and
(ii) will necessitate additional expenditures, including filing and title
insurance fees and the cost of the preparation of additional documents.


 


Section 6.
Responsibility for and Maintenance of the Property


 


(a) Employee
shall be responsible for all payments relating to taxes, utilities, insurance,
mortgages, loans, encumbrances, maintenance and other charges with respect to
the Property, due, to become due or based on events occurring on or before the Settlement Date (as defined in the paragraph entitled
Definitions). GMAC GRS shall be responsible for all such payments due, to
become due or based on events occurring after the Settlement Date. In addition,
from and after the Settlement Date and until title to the Property is
transferred to a third-party buyer, GMAC GRS shall:


 


(i)             maintain the Property,
including the implementation of aesthetic and other changes in order to
maintain or improve the marketability of the Property;


 


(ii)          arrange for and maintain in
effect (A) fire and extended insurance coverage (and, if appropriate, and
to the extent available, flood insurance) in an amount equal to the Appraised
Value or Amended Value of the Property, which insurance shall provide for a
reasonable and customary deductible (which shall, in no event, exceed $1,000,
except for earthquake damage coverage for which the deductible shall not exceed
ten percent (10%) of the Appraised Value or Amended Value of the Property), and
(B) first dollar coverage under a comprehensive public liability policy.
The premium amounts allocable to the Property, the amount of any payment
pursuant to the deductible and any amounts paid in excess of policy limits
shall be charged to Talecris as a Home Sale Direct Cost
(as defined in the paragraph entitled Definitions).


 


If
Employee continues to occupy the Property after the Acceptance Date, Employee
shall permit GMAC GRS and its agents reasonable access to the Property for
purposes of showing the Property to potential buyers.


 


(b) From
and after the Settlement Date, GMAC GRS may elect to pay in full or in part any
existing indebtedness, including mortgages, with respect to the Property.


 


Section 7.
Resale of the Property


 


(a) Upon
receipt by GMAC GRS of an executed Contract of Sale and other required
documents, GMAC GRS shall list the Property with one or more real estate
brokers selected by GMAC GRS. GMAC GRS shall have the right to accept any
reasonable offer that it deems satisfactory under prevailing market conditions.


 


(b) GMAC
GRS shall advance all costs incurred in connection with the sale of the
Property, including, but not limited to, real estate brokers’ commissions,
transfer taxes, recording taxes and fees, financing costs of the buyer, if
required by a Sale Agreement, and other closing costs which GMAC GRS determines
are necessary or customary under the circumstances.


 


16

















 


(c) Upon
GMAC GRS’ receipt of the proceeds of the sale of the Property and notification
by GMAC GRS’ bank that all payments have cleared, GMAC GRS will forthwith
forward the amount of the proceeds to Talecris, less all unpaid Fees, Home Sale
Direct Costs and reimbursements for Equity Payments (as defined in the section
entitled Definitions).


 


Section 8.
Additional Service Fees and Other Charges


 


In
addition to the charges set forth elsewhere in this Agreement, Talecris shall
pay to GMAC GRS the following charges:


 


(a) Home
Sale Direct Costs. All Home Sale Direct Costs (as defined in the Section entitled
Definitions), in accordance with the billing procedures set forth elsewhere in
this Agreement;


 


(b) Equity
Payments. All Equity Payments (as defined in the Section entitled
Definitions).


 


Section 9.
Special Billing and Payment Procedures


 


In
addition to the general billing and payment procedures set forth elsewhere in
this Agreement:


 


(a) Final
Bill/Accounting. Within 90 days of the sale of the Property to a third-party
buyer, GMAC GRS shall submit to Talecris a final bill and a summary of the
costs related to the Property, including Fees, Home Sale Direct Costs, Equity
Payments and Interest (as defined in paragraph 2 of this Agreement).


 


(b) Adjustment
Bill. Talecris recognizes that, subsequent to the final bill for services
rendered with respect to the Property, additional costs may be incurred by GMAC
GRS and errors, omissions and adjustments in the final bill may be discovered.
In such event, or in the event any Home Sale Direct Costs are undetermined,
indeterminable or omitted in previous bills, GMAC GRS shall submit to Talecris
an adjustment bill reflecting any necessary adjustments. The balance due on
such adjustment bill shall be promptly paid by Talecris or GMAC GRS, as the
case may be.


 


(c) Payment
Due. All GMAC GRS’ invoices shall be due and payable within the time
periods set forth elsewhere in this Agreement. In the event that all or any
portion of an invoice is disputed, in good faith, the undisputed portion will
be due and payable as provided in this Agreement and the disputed amount will
be due and payable when the dispute has been resolved, with Interest from the
date that the invoice should otherwise have been paid.


 


(d) Advance
Billing. Upon property going into Inventory, GMAC GRS may invoice Talecris
for an amount equal to 10% of the Purchase Price.


 


(e) Referral
Recovery Fee. In the event GMAC GRS has provided relocation services, but
is unable to collect a standard brokerage referral fee on the destination (home
purchase) and departure side (home sale), GMAC GRS will bill Talecris, and
Talecris will pay, a  Referral Recovery Fee (the Referral Recovery Fee will be one
percent (1%) of the Contract Price on the destination and departure sides of
each transaction).


 


17

















 


 


(f) Cancellation
Fee. In the event a file has been initiated by Talecris, and Talecris cancels
such initiation, a cancellation fee of $300 shall be charged to Talecris.


 


Section 10.
Accounting and Audit


GMAC
GRS shall keep adequate records and books of account with respect to the
transactions to be performed pursuant to this Agreement, with complete entries
made in accordance with generally accepted accounting principles. Such records
and books of account shall be maintained and made available at reasonable times,
at GMAC GRS’ designated location, and upon not less than thirty (30) days prior
written notice for examination and auditing by Talecris or its representatives,
during the term of this Agreement, and for six (6) months subsequent to
termination by either party. GMAC GRS shall continue to maintain such records
for a period of seven (7) years after the date of the final invoice with
respect to a transaction, after which they may be destroyed or, at Talecris’s
option and expense, forwarded to Talecris.


 


Section
11. Effect of Termination


 


From
and after the date notice of termination is served upon the other party, GMAC GRS
shall not be obligated to make any offers to Employees or to purchase any
Property of an Employee for which GMAC GRS has made an offer which has not been
accepted by such Employee prior to the date that a notice of termination is
served. As of the effective date of termination, GMAC GRS may, at GMAC GRS’
option, either: (a) continue to market and dispose of all Properties for
which GMAC GRS has accepted a Contract of Sale (“Contracted
Inventory Properties”), in which event the terms of this Agreement
shall continue to apply to such Contracted Inventory Properties, or (b) transfer
to Talecris such Contracted Inventory Properties, whereupon Talecris shall
promptly purchase such Contracted Inventory Properties. If Talecris purchases
the Contracted Inventory Properties, it shall forthwith pay to GMAC GRS the
amount of any Equity Payments with respect to each Contracted Inventory
Property, plus all Fees and Home Sale Direct Costs not previously paid by
Talecris.


 


Section 12.
Definitions


 


As
used in this Agreement, the following words and phrases shall have the
following meanings:


 


(a) Authorized Representative: An individual designated by
Talecris as having authority to request that GMAC GRS provide services to an
Employee pursuant to the terms of this Agreement.


 


(b) Home Sale Direct Costs: All costs, fees or expenses
incurred or accrued by GMAC GRS, other than Fees, Equity Payments and Interest,
at any time (whether during or after the term of this Agreement), and as
incurred or accrued in connection with the offer to purchase and the purchase
of a Property from an Employee, the carrying and maintenance of any Property
prior to resale and the resale of any Property and as otherwise arising out of,
or in connection with, the performance of Services under this Agreement,
including but not limited to:


 


(i)            All
costs, fees or expenses incurred or accrued by GMAC GRS prior to making an
offer to purchase a Property from an Employee, including but not limited to:
appraisal fees, inspection fees (including structural, termite and other pests,
radon, asbestos, urea formaldehyde foam insulation and other hazardous or
potentially hazardous substances), title examination costs, attorneys’ search
fees, title search fees, mortgage condition report fees, abstracting or
abstract continuance


 


18














 


fees,
charges for issuance of title binder, survey charges and title insurance
premiums and fees.


(ii)           acquisition costs (including, but not limited to, Purchase
Price and Equity Payments);


(iii)          carrying costs, such as all taxes (other than taxes
based on GMAC GRS’ net income or capital), including, but not limited to, real
and personal property taxes, assessments, ground rent, condominium charges, water,
sewer, lighting and utility charges, routine maintenance, the interest portion
of payments on mortgages and costs for maintaining insurance coverage;


(iv)          disposition costs, such as costs of deed preparation
and preparation of related transfer documents, real estate brokerage
commissions, fees for any escrow services, Equity processing fees, fees for
obtaining tax certificates, notary fees, state, county, city and other transfer
taxes, recording fees or taxes, sales tax imposed on transactions, costs
associated with the obtaining of financing by the buyer and buyer incentive
costs, including transfer charges, mortgage origination fees, mortgage discount
points and FHA/VA or other mortgage insurance premiums; and


(v)           other costs, charges, expenses, credits, damages or
losses of any kind or nature, such as, costs of repair, improvement, renovation,
redecoration and remodeling, costs to repair and restore the Property in excess
of condemnation awards or insurance proceeds, losses not covered by GMAC GRS’
public liability, fire and extended coverage insurance, all costs incurred for
wire transfers, bank charges, flat fee for messenger, express mail or overnight
delivery services, legal expenses and costs, including, without limitation, attorneys’
fees arising out of the administration of this Agreement, litigation and
settlement costs, and losses and damages incurred or accrued as a result of an
Employees’ breach of any covenant or condition of the Contract of Sale, or any
misrepresentation, omission or failure to disclose by an Employee in connection
with the sale of the Property, and any loss on sale of the Property (that is, the
difference between the Appraised Value or Amended Value and the selling price
to a third-party buyer).


 


The
Home Sale Direct Costs attributable to the Property shall be reduced by any
income generated by the Property during the period that the Property was in
Inventory.


 


(c) Equity: The Purchase Price, plus reserves and impounds, if
any, being held by Employee’s mortgagee, less the amount of outstanding
mortgage balances, liens, encumbrances, claims, charges for repairs, other
charges and monetary assessments against, or with respect to, the Property as
of the Settlement Date (together, “Liens”), plus
or minus the net amount of all closing adjustments and pro-rations calculated
as of the Settlement Date.


 


(d) Equity Payments: Equity Loans, Equity Advances (defined as
payments made by GMAC GRS to an Employee after the Acceptance Date, but prior
to the Vacate Date, representing all or a portion of the Equity in the
Employee’s Property), payments made by GMAC GRS to an Employee on the Vacate Date
(or the Settlement Date, if so directed by Talecris), representing the balance
of the Purchase Price, and payments


 


19

















 


made
by GMAC GRS for Liens; all Equity Payments shall bear Interest from the date of
payment by GMAC GRS to the date of reimbursement by Talecris.


 


(e) Inventory:  The status of
the Property, beginning on the Acceptance Date and ending on the date of the resale
of the Property to a third-party buyer.


 


(f) Offer Period: The period commencing on the date that GMAC
GRS serves on an Employee a written offer to purchase the Property and ending
at midnight on the date established according to Talecris’s policy or, if no
such date has been established, on the 30th calendar day
after the offer is served (at which time GMAC GRS’ offer to purchase shall be
considered terminated).


 


(g) Property: A completed one or two family dwelling (including
a condominium) located in the United States of America, the U.S. Virgin Islands,
Puerto Rico or Canada, owned by and constituting the principal residence of
Employee (and used for no other purposes) as of the date of Initiation, complying
with all applicable laws, rules and regulations relating to construction, occupancy
and zoning and insurable at standard rates for typical hazards, exclusive of
land or acreage in excess of a normal lot size typical for the geographic area
in which the dwelling is located, but, in no event, in excess of five (5) acres,
together with the items of personal property usually and customarily
transferred upon the sale thereof. The term “Property” shall include a Special
Property, except in those cases where the context otherwise requires.


 


(h) Settlement Date: The later of the Acceptance Date and the
Vacate Date.


 


(i) Special Property: Each of the following:


 


(i)            a dwelling that is not the principal residence of an
Employee, such as a vacation home;


(ii)           a dwelling other than a one or two-family house or
condominium, such as a three or four-family house,


(iii)          a dwelling with a lot size or acreage in excess of
five (5) acres or substantially exceeding the typical lot size for the
area;


(iv)          a dwelling subject to one or more mortgages that
cannot be prepaid in full without a penalty which exceeds the greater of: (A) one
percent (1%) of the original principal amount of the loan or (B) an amount
equal to six 6 months’ interest on the principal balance to be prepaid;


(v)           a dwelling, the Purchase Price of which, at Talecris’s
request, is not established by the procedures set forth in this Agreement;


(vi)          a dwelling as to which GMAC GRS agrees, at Talecris’s
request, to extend the time during which an Employee may accept GMAC GRS, offer;


(vii)         a dwelling as to which GMAC GRS agrees, at Talecris’s
request, to permit an Employee to vacate more than 60 days after the Acceptance
Date;


(viii)        a dwelling as to which: (A) GMAC GRS waives, at
Talecris’s request, the requirement that an Employee assume responsibility for
the costs of complying with applicable laws, rules and regulations
relating to construction, occupancy arid zoning, or (B)


 


20

















 


	
   

  	
  the
  listing agreement does not contain the clause specified in Section 1,
  above;

  
	
  (ix)

  	
  a
  dwelling as to which GMAC GRS waives, at Talecris’s request, the requirement
  that an Employee assume responsibility for the costs of repairing termite
  damage or other structural defects;

  
	
  (x)

  	
  a
  dwelling that is part of a relocation move involving such a volume of
  Employees from the same geographic area that the number of homes being placed
  on the market would have an adverse effect on market values and normal
  marketing time, as evidenced by GMAC GRS in writing;

  
	
  (xi)

  	
  a
  dwelling that is not insurable at standard local rates for typical hazards;

  
	
  (xii)

  	
  a
  dwelling located on or in close proximity to, or containing or which once
  contained, any hazardous or toxic, or potentially hazardous or toxic,
  substances, materials, chemicals or gases, including, but not limited to,
  radon, urea formaldehyde foam insulation (“UFFI”), asbestos, synthetic
  stucco, toxic mold, lead-base paint and chlordane or other chemicals;

  
	
  (xiii)

  	
  a
  dwelling as to which GMAC GRS waives, at Talecris’s request, the requirement
  that an Employee assume responsibility for the cost of removing or
  remediating hazardous or toxic, or potentially hazardous or toxic,
  substances, materials, chemicals or gases, including, but not limited to,
  radon, UFFI, asbestos, synthetic stucco, toxic mold, lead-base paint and
  chlordane or other chemicals;

  
	
  (xiv)

  	
  a
  dwelling not qualifying for financing generally available locally;

  
	
  (xv)

  	
  vacant
  land or a partially completed dwelling;

  
	
  (xvi)

  	
  a
  dwelling without a current occupancy permit (where required by law) or proper
  permits for additions and/or improvements;

  
	
  (xvii)

  	
  a
  dwelling zoned or used, in whole or in part, for non-residential purposes;

  
	
  (xviii)

  	
  a
  dwelling located outside the United States, the U.S. Virgin Islands, Puerto
  Rico and Canada;

  
	
  (xvix)

  	
  a
  mobile home;

  
	
  (xx)

  	
  a
  cooperative apartment;

  
	
  (xxi)

  	
  a
  dwelling, the Appraised Value of which equals or exceeds one million
  ($1,000,000) dollars or is less than seventy-five thousand ($75,000) dollars;

  
	
  (xxii)

  	
  any
  dwelling, which in the opinion of GMAC GRS is not capable of being disposed
  of in the ordinary course of GMAC GRS providing its relocation services (for
  example, including but not by way of limitation, a dwelling which has been
  listed for more than ninety (90) days before initiation);

  
	
  (xxiii)

  	
  a
  dwelling where it is determined by GMAC GRS that the employee failed to
  disclose a factor relating to the condition or marketability of the dwelling;

  
	
  (xxiv)

  	
  any
  other dwelling not covered by the definition of Property, above, with respect
  to which GMAC GRS agrees to provide Services pursuant to the terms of this
  Agreement.

  



 


21

















 


SCHEDULE
2


UNLIMITED
POSTAGE/COURIER/WIRE FUNDING SERVICES


 


1.
Overnight Delivery, Postage and Handling Fees:


 


	
  (a) Homeowners

  	
   

  	
  $

  	
  75.00 per file

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b) Full service Rental:

  	
   

  	
  $

  	
  50.00 per file

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C) International

  	
   

  	
  $

  	
  80.00 per file

  	
   

  	
   

  	
   

  



 


22

















 


EXHIBIT
A


 


DESCRIPTION
OF GLOBAL RELOCATION SERVICES AND PRICING


 


This
document includes confidential proprietary information and is to be distributed
solely on a need-to-know basis within Talecris. Terms, conditions and pricing
of this document are good for ninety (90) days. Pricing is conditional on GMAC
Global Relocation Services (GMAC GRS) placing all referrals through our
supplier network inclusive of but not limited to brokers, household goods
carriers, closing network (home sale and home purchase, where allowed by local
custom), appraisers, inspectors, home warranty companies, visa and immigration
providers, destination service providers, language and cross-cultural providers,
and temporary housing providers.


 


Our
fees, as proposed in the service descriptions, are offered based on the
delegation and scope of responsibilities as detailed in the following program
administration matrices and the information provided by Talecris as to the
volume and mix of activity. GMAC GRS will monitor actual volume, mix and scope
on a regular basis and fees will be adjusted as warranted and reasonable if
significant deviation from these assumptions occurs.


 


Domestic
Annual Volume/Mix Assumptions:


 


·      97 with buyer value option
home sale assistance


·      $246,000 average home sale value


·      $246,000 average home purchase value


·      50% referral
fee capture rate for home sale


·      50% referral fee capture rate for home purchase


·      67% amended value
rate


·      47 with renter
assistance


·      10 with
temporary assignment assistance


·      10 with
commuter assignment assistance


 


Talecris
will have the following language in their relocation policies:


 


“All
homeowner transferees must contact their GMAC GRS Consultant prior to listing
with a broker. The GMAC GRS Consultant will be responsible for placing the
listing with the transferee’s selected broker both on the sale of the departure
home and for placing the referral to the broker for the home finding in the
destination location”


 


Additional Terms:


 


·      GMAC GRS will provide funds at the interest rate of
prime


·      GMAC GRS is willing to risk $100,000 against a
mutually agreed set of key performance indicators to be co-developed with
Talecris which may include, but are not limited to, customer satisfaction,
client satisfaction, financial management and the accuracy and timeliness of billing
and reporting.


·      Policy Development, Benchmarking, and Consulting
will be billed separately based on scope of service


·      GMAC GRS will not charge an additional fee for the
implementation process however all third party expenses associated with implementation
(travel and accommodation) will be billed at cost.


·      GMAC GRS will provide a $50,000 credit to Talecris
to mitigate costs incurred by Talecris during the transition and implementation
of services from the incumbent provider(s) to GMAC GRS. Talecris agrees,
however, that it will refund the full Transition Fee to GMAC GRS


 


23

















 


should this Agreement be terminated by Talecris (except due to a
material default by GMAC GRS) within eighteen (18) months following the
Effective Date.


·      GMAC GRS will charge a $350
per file audit fee for any files audited and/or reviewed in the transition
process from your current relocation provider to GMAC GRS.


·      Value Added tax (VAT) or
other customer services taxes are excluded from these fees and will be billed
separately.


 


U.S. Domestic Service Description and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Full
  Domestic Relocation Support: Full coordination,
  counseling, and administration of contracted relocation services. GMAC GRS
  will oversee all aspects of service delivery including:

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance/Lump Sum
  Administration Fees as listed

  
	
   

  	
   

  	
   

  
	
  Employee
  Policy Counseling: A dedicated Consultant is the single point of
  coordination throughout the relocation process and will counsel the
  transferee on eligible policy benefits and make recommendations to ease the
  transition process.

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance/Lump Sum
  Administration Fees as listed

  
	
   

  	
   

  	
   

  
	
  Expense
  Management: Auditing of invoices, processing of expense
  reports, management of various benefit programs, reporting, and data entry to
  Gross-Up software. Includes tracking actual cost performance, monitoring
  trends and exceptions to assist with identifying and making recommendations
  on policy enhancements.

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance/Lump Sum
  Administration Fees as listed

  
	
   

  	
   

  	
   

  
	
  Home
  Sale Assistance: Marketing Assistance Program  (MAP)
  - GMAC GRS helps the transferee secure an employee-generated sale through
  broker recommendations, Broker Market Analyses reviews, broker selection,
  strategic listing/marketing advice, and assistance with contract negotiation.

  	
   

  	
  $0*

   

  


  * Assumes the collection of real estate referral fees on the departure
  side of the transaction or a Referral Recovery Fee of 1% of the contract
  price will be billed in lieu

  
	
   

  	
   

  	
   

  
	
  Home
  Sale Assistance:  Marketing Assistance
  Program/Buyer Value Option -GMAC GRS helps the transferee secure
  an employee-generated sale through broker recommendations,. Broker Market
  Analyses reviews, broker selection, strategic listing/ marketing advice, and
  assistance with contract negotiation, plus BVO acquisition and closing services.

  	
   

  	
  $0*

   

  


  * Assumes the collection of real estate referral fees on the departure
  side of the transaction or a Referral Recovery Fee of 1% of the contract
  price will be billed in lieu

  
	
   

  	
   

  	
   

  
	
  Home
  Sale Assistance:  Marketing Assistance
  Program/Guaranteed Buyout Option -
  GMAC GRS helps the transferee secure an employee-generated sale through
  broker recommendations, Broker Market Analyses reviews, broker selection,
  strategic listing/ marketing advice, appraisal selection and review,
  inspection review and assistance with contract negotiation plus GBO
  acquisition and closing services.

  	
   

  	
  $0*

   

  


  * Assumes the collection of real estate referral fees on the departure
  side of the transaction or a Referral Recovery Fee of 1% of the contract
  price will be billed in lieu

  
	
   

  	
   

  	
   

  
	
  Rental
  Assistance: Area orientation and assistance in locating
  suitable rental properties at the destination. Area tours available at
  additional cost. Assistance provided to the transferee in negotiating the
  lease termination on the departure side.

  	
   

  	
  $350

  



 


24

















 


U.S. Domestic Service Description and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Property
  Management Referrals: Refer transferee to Property Management
  Suppliers. Transferee contracts directly with Supplier.

  	
   

  	
  Included in Home Sale Assistance Fee as listed

  
	
   

  	
   

  	
   

  
	
  Home
  Purchase Assistance: Assist the transferee with locating a
  suitable home that meets their lifestyle, budget and special needs. Services
  include broker selection, coordination of area tours, assistance with
  contract negotiation, and closing support.

  	
   

  	
  $0



  


  * Assumes the collection of real estate referral fees on the
  destination side of the transaction or a Referral Recovery Fee of 1% of the
  contract price will be billed in lieu

  
	
   

  	
   

  	
   

  
	
  Household Goods Move Management - Carrier
  selection, coordination of all shipment services, audit of invoices, claims resolution,
  storage in transit.

   

  62%
  discount, including a $100,000 valuation insurance cover at no additional
  cost, from 400N Tariff frozen as of 1/1/2005 per GMAC GRS contract with
  carriers. Which is the equivalent of a 66% discount
  off of the current 400N Tariff.

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance Fees as listed

  
	
   

  	
   

  	
   

  
	
  Temporary
  Living Assistance: Coordination of interim housing arrangement via
  temporary living vendors. Services include needs assessment, temporary living
  provider selection, property showings via email and lease review.

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance Fees as listed

  
	
   

  	
   

  	
   

  
	
  Spouse
  Career and Family Assistance: Coordination of career
  counseling inclusive of identifying employment opportunities, preparing for
  the interview, and remove writing. Lifestyle assistance is designated to
  identify the resources for a successful relocation to the new area.

  	
   

  	
  Included in Home Sale Assistance/Renter Assistance Fees as listed

  
	
   

  	
   

  	
   

  
	
  Mortgage
  Assistance: Assistance in obtaining a mortgage at the
  destination location. Services include pre-qualification, loan application
  and approval, best rate shopping, and Direct Billing “wire transfer” for
  closing costs all via GMAC’s corporate relocation mortgage team with 1-800
  accessibility anywhere in the US.

  	
   

  	
  Included in Home Sale Assistance Fee as listed

  
	
   

  	
   

  	
   

  
	
  Temporary
  Assignment (US Domestic): Coordination of interim housing
  arrangements via temporary living vendors. Services include needs assessment,
  temporary living provider selection, property showings via email and lease
  review. Auditing of invoices, processing of expense reports, reporting and
  data entry to Gross-Up software.

  	
   

  	
  $350 at Initiation



  and 

   

  $75 per month during assignment.

  
	
   

  	
   

  	
   

  
	
  Commuter
  Assignment (US Domestic): Coordination of interim
  housing arrangements via temporary living vendors. Services include needs
  assessment, temporary living provider selection, property showings via email
  and lease review. Auditing of invoices, processing of expense reports,
  reporting, and data entry to Gross-Up software.

  	
   

  	
  $995 at Initiation

   

  and

   

   $150 per month during
  assignment

  



 


25

















 


Global
Relocation Services and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Program
  Administration Initiation Fee (mandatory upon initiation of file):

   

  Full
  coordination, counseling, and administration of contracted relocation
  services. GMAC GRS will oversee all aspects of service delivery including:

   

  ·      Liaison for Talecris’
  management by being single point of coordination for assignee and
  vendors/suppliers

  ·      Prepare Letter of
  Assignment

  ·      Conduct assignee policy
  briefing

  ·      Determine appropriate
  support services and coordinate vendor/supplier as necessary

  ·      Payroll Transfer
  Notification 

  ·      Tax compliance
  coordination with Talecris’ selected Tax Provider

  	
   

  	
  $1945

  
	
   

  	
   

  	
   

  
	
  Preparation
  of Cost Estimates/Cost Projections (Optional):

   

  ·      Receive authorization from
  Talecris to prepare an assignment cost projection.

  ·      Prepare cost projection based on information as
  provided by Talecris and Talecris policy.

  ·      Review and deliver cost projection to the
  Talecris. meeting the required turn around time as stated in SLA.

  ·      Revisions to be made as necessary.

  ·      Response to queries by
  Talecris users of the cost projection

  	
   

  	
  $575 per cost estimate (with tax) per new assignee; includes 2
  revision; any subsequent revision will incur $100 additional fee

  
	
   

  	
   

  	
   

  
	
  Balance
  Sheet Preparation and Coordination of Payroll Process (Optional):

   

  ·      Upon receipt of
  authorization and pertinent HR information from Talecris, prepare the initial
  balance sheet which would include assignment allowances and benefits per
  assignment policy such as Cost of Living, Housing, Household Goods Shipment,
  etc.

   

  ·      Upon Talecris approval of
  the balance sheet, we will coordinate with respective payroll locations both
  home and host to implement payroll for delivery. Include on going
  coordination with payroll globally, transmission of balance sheets for
  payroll on Talecris’ payroll cycles.

   

  ·      We will control and manage
  recurring payroll all throughout assignment period; manage changes and or
  updates to balance sheet as necessary per Talecris policy. This includes
  updates to COLA tables and coordination of table updates with 3rd party table provider.

   

  ·      Post payroll, we must
  receive either a pay register, pay advice, or flat file from Talecris in
  order to review and validate payroll and confirm payments per balance sheet.
  This step is especially critical it GMAC GRS is responsible for Year-End compensation
  accumulation.

  	
   

  	
  $135 per assignee per month beginning at initiation and ending at the
  financial closure of the file, (including take-over files)

  



 


26

















 


Global
Relocation Services and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Year-End Compensation
  Accumulation (Optional):

   

  ·      Gather and track non-payroll expenses paid in home
  and host locations. Communicating with home/host Talecris contacts to obtain
  the non-payroll expenses on a quarterly basis. A worksheet will be sent out
  to all payroll locations to be completed as agreed upon during implementation
  to aid in compiling all compensation data for storing and tracking in our
  system.

   

  ·      Review non-payroll expenses to determine
  taxability for inclusion in the assignees’ year end wages.

   

  ·      Provide taxable information to Talecris payroll
  for inclusion in company prepared payroll filings as required. Calculate
  applicable gross ups as necessary.

   

  ·      Prepare home and/or host country year end compensation
  summaries and supply to the tax service provider for income tax preparation.

  	
   

  	
  $585 per assignee who is active at any point in the year

  
	
   

  	
   

  	
   

  
	
  Area
  Orientation/Look-See Trip: Coordination of
  pre-assignment support to assist assignee in determining if they will accept
  the assignment. Services customized to Talecris’s policy and include host
  country vendor/supplier coordination, discussion and overview of host
  location, area tour to view neighborhoods, schools, shopping areas, leisure
  and medical facilities, and guidance with housing availability

  	
   

  	
  $375

  
	
   

  	
   

  	
   

  
	
  Ongoing
  International Assignment Support and Expense Management

   

  ·      Liaison for Talecris’ management by being single
  point of coordination for assignee and vendors/suppliers

   

  ·      Determine appropriate support services and
  coordinate vendor/supplier as necessary

   

  ·      Calculation of lump sums

   

  ·      Processing and payment of assignment expenses

   

  ·      Processing and payment of allowances

   

  ·      Processing and payment of all vendor/supplier
  invoices

   

  ·      Audit of expenses to policy

   

  ·      Online expense submission/reporting/tracking

   

  ·      Consolidated billing

   

  ·      Tenancy Management

   

  ·      Tracking of assignment, expenses and financials
  through GMAC GRS’ unique International Assignment Services software

   

  ·      GMAC GRS’ Support Line and Global Support Network
  during off hours

  	
   

  	
  $175

   

  per
  month beginning at initiation and ending at the financial closure of the
  file.

  (including
  take-over files)

  



 


27

















 


Global
Relocation Services and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Temporary Housing: Coordination
  of the identification and securing of short-term, furnished accommodations
  consisting of apartments and hotels offering kitchen facilities, furniture,
  house wares, linens, utilities and local phone service at both home and host
  locations as applicable.

  	
   

  	
  $225

  
	
   

  	
   

  	
   

  
	
  Home Finding & Settling-In
  Services: Full coordination of on-the-ground personal support
  with a preferred local in-country destination services provider to assist
  families with securing suitable housing and becoming acclimated to the new
  country and culture. Services include:

   

  ·      Talecris confirmation of
  housing allowance, lease requirements and other housing-related information

   

  ·      Consultation with assignee
  regarding housing expectations, schooling needs, and special needs

   

  ·      Vendor/Supplier management

   

  ·      Home finding, school search
  and area tour

   

  ·      On the ground accompanied
  property viewings

   

  ·      Lease negotiation and
  signing support

   

  ·      Preparation of
  documentation (letters of guarantee and indemnity, references, etc)

   

  ·      Inventory check-in report

   

  ·      Utility book-up

   

  ·      School registration
  support

   

  ·      Move-in day assistance

   

  ·      Assistance with local
  registration and government residency requirements

   

  ·      Guidance on buying/leasing
  an automobile, registration and insurance

   

  ·      Guidance on opening bank
  accounts

   

  ·      Explanation of healthcare
  system and names of language-specific physicians and hospitals

  	
   

  	
  $885

  



 


28

















 


Global
Relocation Services and Fees


 


	
  Services

  	
   

  	
  Fees

  (Direct costs not included**)

  
	
  Departure Services at
  Repatriation: Coordination of services at the end of
  assignment. Services include:

   

  ·      Vendor/Supplier
  selection and management

   

  ·      Advisory
  meeting with assignee and family to discuss departure needs

   

  ·      Notifications
  to landlord, schools, local authorities, etc of departure timeline

   

  ·      Coordination
  of lease cancellation

   

  ·      Checkout
  inspections

   

  ·      Utility
  disconnects

   

  ·      Account
  closures

   

  ·      Coordination
  of automobile sale or lease cancellation

   

  ·      Transportation
  coordination via Talecris’ preferred service provider (flight arrangements
  and local transportation)

   

  ·      Coordination
  of deposit refunds

  	
   

  	
  $535

  
	
   

  	
   

  	
   

  
	
  Intercultural Training Program: Coordinate
  customized program aimed to identify and measure culturally influenced
  behaviors. Individuals learn to adapt to unfamiliar cultures, thus creating a
  blueprint for managing life and work in a new environment.

   

  Intercultural Training Program
  (Repatriation): Coordinate customized programs designed to
  discuss how to prepare for re-entry, the transition to “home,” social and
  business issues surrounding repatriation and the role that culture plays in
  the readjustment process.

  	
   

  	
  $285

  
	
   

  	
   

  	
   

  
	
  Language Training Coordination

  	
   

  	
  $235

  
	
   

  	
   

  	
   

  
	
  Visa/Work Permit Processing
  Coordination: Direct interface with immigration firm and full
  coordination of all required documentation to secure visas, passports and
  work permits.

  	
   

  	
  $325

  
	
   

  	
   

  	
   

  
	
  Household Goods Move Management: Carrier
  selection, coordination of all services, audit of invoices, claims
  resolution, storage in transit

  	
   

  	
  $0
  if GMAC GRS suppliers used otherwise $300 administration fee charged.

  
	
   

  	
   

  	
   

  
	
  Property Management Referrals: Refer
  assignee to Property Management Suppliers. Assignee contracts directly with
  Supplier.

  	
   

  	
  Price
  varies by country. More information regarding scope required

  
	
   

  	
   

  	
   

  
	
  Spouse Career and Family
  Assistance: Coordination of career counseling program
  inclusive of employment opportunities, job search, preparing for the
  interview, and resume writing.

  	
   

  	
  $185

  
	
   

  	
   

  	
   

  
	
  Expatriate Mortgage Assistance
  (Inbound U.S.)

  	
   

  	
  $0

  
	
   

  	
   

  	
   

  
	
  GMAC Credit Card (Inbound US)

  	
   

  	
  $0

  
	
   

  	
   

  	
   

  
	
  Vehicle Acquisitions Assitance
  (Inbound U.S.)

  	
   

  	
  $0

  



 






**
“Direct Costs” means all third-party costs and fees of any nature incurred in connection
with the provision of services to transferees/assignees, including those
associated with direct home marketing and settlement, new home closings,
household goods/pets/auto transportation, hotels and rental units, security
deposits, home search, temporary living, final move, travel, rental car, spouse
career assistance, inter-cultural training, educational assistance, language
training, visa assistance, relocation agents, bank charges, flat postage fees,
home leave, allowances and vendor payments, property management, property
disposal, and destination service provider costs and as applicable, the Home
Sale Direct Costs.


 


29














 


EXHIBIT B


 


SERVICE LEVEL AGREEMENT


 


As stated in Exhibit A
hereof, “GMAC GRS is willing to risk $100,000 against a mutually agreed set of
key performance indicators to be co-developed with Talecris which may include,
but are not limited to, customer satisfaction, client satisfaction, financial
management and the accuracy and timeliness of billing and reporting.”


 


The parties acknowledge and agree that the
Service Level Agreement (“SLA”) remains subject to discussion as of the
Effective Date; however, the parties anticipate negotiating and completing the
SLA, and incorporating it herein by amendment, within six (6) months after the
Effective Date.


 


30

















 


EXHIBIT C 


 


CONTRACT OF SALE


 


This
Agreement (this “Agreement”), effective as of the
Effective Date (as defined in Section 4 below), is made by and between GMAC
Global Relocation Services, LLC (“GMAC GRS”), a
Delaware Corporation with an office at 2021 Spring Road, Suite 300, Oak
Brook, IL 60523 and «E_first_name» and «Spouse_first_name» «E_last_name» at «Property_address»,
«Property_city», «Property_state» «Property_zip» (collectively “Seller”).


 


WHEREAS,
Seller is being transferred by his/her employer («Client_Talecris_name») (the “Client”); and being assisted in the transfer by GMAC GRS.


 


WHEREAS
Seller wishes to sell to GMAC GRS and GMAC GRS wishes to purchase from Seller
all  of the Seller’s right, title
and interest in and to the real property known as «Property_address»,
«Property_city», «Property_state» «Property_zip» (the “Premises”).


 


NOW,
THEREFORE, in consideration of the provisions set forth in this Agreement, the
parties agree as follows:


 


1.             PROPERTY
BEING SOLD


 


GMAC GRS agrees to purchase from Seller, and Seller agrees to sell to
GMAC GRS, the Premises, which may be more fully described in the legal
description annexed to this Agreement as Schedule A , and all items of personal
property that are affixed to the Premises (“Affixed
Personal Property”), including, but not limited to: built-in kitchen
appliances, including refrigerator, range, oven, microwave, dishwasher,
disposal and trash compactor; landscaping; fences; swimming pool, venetian
blinds; draperies; curtain rods; storm windows and doors; combination windows
and doors; fireplace doors and equipment; garage door openers (including
remotes); burglar and fire alarm systems and components; attached shelving and
mirrors; television antenna, electrical fixtures; plumbing fixtures; heating
and air conditioning systems and units; lighting fixtures; carpeting attached
to floors (e.g., wall-to-wall); and the specific additional items, if any,
listed on the attached Schedule C.


 


Seller represents and warrants that no items of Affixed Personal
Property are leased by Seller and that all such items are free and clear of all
liens, security interests and encumbrances.


 


Any items of Affixed Personal Property that are excluded from
the sale are listed in attached Schedule B (Items not Included in Sale).


 


The Premises and all Affixed Personal Property included in the sale are
sometimes hereinafter referred to, collectively, as the “Property”.


 


2.             PURCHASE
PRICE


 


The purchase price (the “Purchase
Price”) is $                   .


 


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3.      ACCEPTANCE PERIOD


 


In order to accept GMAC GRS’ offer to purchase the Property as set
forth in this Agreement, this Agreement must be executed by Seller and
transmitted to and received by GMAC GRS (except as otherwise provided in this
Agreement) not later than «Offer_expires_date».


 


4.      EFFECTIVE DATE


 


This Agreement becomes effective on the date it is signed by GMAC GRS
(the “Effective
Date”).  This Agreement shall not be
binding upon GMAC GRS until it has been executed by GMAC GRS. If the Client’s
relocation program so provides, after GMAC GRS signs this Agreement, GMAC GRS,
through its agents, may show the Property to prospective purchasers upon
reasonable notice and at reasonable hours, including weekends, while Seller
remains in possession.


 


5.      VACATE DATE


 


Seller shall vacate and deliver possession of the Premises to GMAC GRS
within        days after the Effective Date.  The date Seller vacates the Premises shall be
referred to as the “Vacate Date”.  On the Vacate Date and the Effective Date,
the Premises shall be in substantially the same condition as on the date that
it was appraised (if an appraisal of the Premises was secured by GMAC GRS),
reasonable wear and tear expected, and all systems, fixtures, and included
Affixed Personal Property shall be in working order.


 


Seller shall be responsible for the payment of all mortgage or other
loan payments, real property taxes, special assessments and owners association
dues, ground and sewer rents, fees, utility and maintenance charges and
insurance premiums until the Vacate Date or the Effective Date, whichever is
later, at which time GMAC GRS shall become responsible therefor.


 


6.      TRANSFER OF
TITLE


 


Seller agrees upon request by GMAC GRS to convey to GMAC GRS or any
other person designated by GMAC GRS good and marketable title to the Premises
by a  deed with general warranties
of title, on which, at the option of GMAC GRS, either the name of the grantee
is left blank or the name of GMAC GRS is inserted, in form approved by GMAC GRS
and consistent with the local custom in the area in which the Premises are
located.  The deed to the Premises shall
be executed by Seller and all other persons in title and delivered to GMAC GRS
or GMAC GRS’ closing agent.


 


7.      EQUITY LOAN
AND ADVANCES


 


If an equity loan, equity advance or similar payment is requested by
Seller prior to the Vacate Date, GMAC GRS shall advance such portion of
Sellers’s equity in the Premises or other funds as designated in the Client’s
relocation program.  Prior to advancing
such funds, GMAC GRS shall have received a promissory note in the form
requested by GMAC GRS, executed by the Seller. 
Any amount so advanced will be deducted from the Final Equity Payment
(as hereafter defined).  Once the Final
Equity Payment is made, the promissory note will be cancelled.


 


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8.      ESCROWS
AND IMPOUNDS


 


If escrows, impounds or deposits (“Escrows”) are
credited to Seller in the calculation of an equity payment, Seller shall
transfer and assign to GMAC GRS or any other person designated by GMAC GRS all
of Seller’s rights to any Escrows held by any financial institution or person
in connection with any mortgage, loan, encumbrance or other charge on the
Premises.  Seller shall execute and
deliver such documents in such form, as GMAC GRS’ shall require effecting such
assignment and transfer.  If,
notwithstanding such assignment and transfer, Escrows are paid to Seller,
Seller shall immediately so inform GMAC GRS and forward the Escrows to GMAC
GRS.


 


9.      TITLE
SEARCH AND TITLE DEFECTS


 


GMAC GRS shall obtain a title search and cause the Premises to be
surveyed, if deemed necessary by GMAC GRS. GMAC GRS shall give notice to
Seller, in writing, specifying any defects in the title.  Seller agrees to be bound by the opinion of
counsel or a certificate of a title Talecris selected by GMAC GRS as to what
constitutes a defect in title. GMAC GRS agrees to take title subject to the
following (“Permitted Encumbrances”):


 


a.       Existing covenants,
conditions, restrictions, easements, rights of way and zoning ordinances,
provided that they are of the type customarily found on residential property in
the community in which the Premises are located, do not prohibit the structures
located on the Premises, do not preclude the continued use of the Premises for
the purpose to which the Premises are then being put and do not render title to
the Premises unmarketable or uninsurable.


 


b.      Non-delinquent mortgages,
taxes or assessments, the amounts of which, that constitute a lien on the
Premises in the aggregate, are not in excess of the Purchase Price.


 


c.       If Client’s relocation
policy permits, tenancies of which GMAC GRS has been notified, in writing, and
which are terminable on not more than thirty (30) days written notice.  In the event GMAC GRS takes title subject to
a tenancy, the Seller shall pay over to GMAC GRS any Escrows that had been
posted with Seller.


 


Upon notification to Seller by GMAC GRS of any defect in title to the
Premises, Seller shall have thirty (30) days within which to clear the defect.
If the defect is not cleared to GMAC GRS satisfaction within such thirty day
period, Seller shall immediately repay to GMAC GRS any sums paid to, for the
benefit of, or on behalf of, Seller, where upon this Agreement shall terminate.


 


10.    SELLER’S
REPRESENTATIONS AND WARRANTIES


 


Seller covenants, represents and warrants that:


 


a.       Neither the execution of
this Agreement nor the performance by Seller of Seller’s obligations under this
Agreement, nor the conveyance of title nor the present use of the Premises is
subject to the approval of a third party and none of the foregoing is or will
be in violation of any law, or regulation or of instrument affecting the
Premises;


 


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b.      The Premises is in full
compliance with all applicable laws, including environmental laws, and neither
Seller nor any agent of Seller has received any notice issued by any
governmental authority of a violation with respect to or affecting the
Premises;


 


c.       Seller has no knowledge of
any actual or contemplated condemnation, urban renewal or eminent domain or
similar proceeding, or of any assessment or levy affecting the Premises;


 


d.      Seller has disclosed to GMAC
GRS all information regarding the physical condition of the Premises of which
Seller has knowledge and Seller has not misstated or omitted any material fact
with regard to any condition affecting the Premises that, if known, would
affect the value of, or title to, the Premises;


 


e.       All mechanical systems,
including the plumbing, heating, air conditioning and electrical systems, and
the appliances and other Affixed Personal Property included in this sale are in
working order, the roof does not leak and the basement does not leak.  There are no cracks in the foundation. To the
best of Seller’s knowledge, there is no urea formaldehyde foam insulation,
asbestos, radon gas or other potentially hazardous substance in, under or on
the Premises;


 


f.       The structures on the
Premises, including wells and septic or sewer systems, comply with applicable
codes and work properly.  An adequate
amount of water, safe and suitable for drinking, is supplied to the Premises;


 


g.      The Premises are free from
infestation by or damage from termites, dry rot, fungi and other wood
destroying pests and organisms;


 


h.      Seller and Seller’s heirs,
executors, administrators and assigns have executed, or promptly upon request
of GMAC GRS shall execute, any deed, affidavit, agreement or other document
prepared by GMAC GRS or its agents as shall, in the judgment of GMAC GRS, be
necessary or desirable to carry out the intent of this Agreement;


 


i.        The Premises are insurable
at standard rates;


 


j.        Seller shall procure any
additional assurance of title and will provide such further information and
documentation as is deemed necessary by GMAC GRS or its title insurance agent;


 


k.       Seller shall provide GMAC
GRS with a current certificate of occupancy, Board of Fire Underwriters
certificate and other documents required by local regulation, custom or
practice with respect to the occupancy or use of the Premises;


 


l.        After executing this
Agreement, Seller will not permit to exist any lien or encumbrance against the
Premises, other than the Permitted Encumbrances;


 


m.      As between
Seller and GMAC GRS, Seller warrants that the Premises contain no defects which
were not disclosed, in writing, by Seller to GMAC GRS. This paragraph is not
intended, and shall not be construed, to bestow any rights upon a third-party
buyer or any other third-party;


 


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n.      To the best of Seller’s
knowledge: (i) Seller holds fee simple title to the Premises and has the
right to convey the Premises, and (ii) title to the Premises is free and
clear of all encumbrances, except for those Permitted Encumbrances disclosed by
the title search obtained by GMAC GRS (“Known
Permitted Encumbrances”).
Seller will warrant and defend the title to the Premises (except for the Known
Permitted Encumbrances) against the claims of all persons claiming by or
through Seller.


 


All of the foregoing covenants, representations, and warranties are
true as of the Effective Date and as of the Vacate Dale. All of the foregoing
covenants shall survive the Vacate Date.


 


11.    REPAIRS


 


In the event that GMAC GRS wishes to conduct (or to cause to be
conducted on its behalf) one or more inspections, investigations or surveys of
the Property, Seller shall provide access to the Property for such purposes at
all reasonable times, and shall otherwise cooperate with GMAC GRS in completing
the same. In the event GMAC GRS determines that the Property is in need of
repair or correction, Seller shall have the option of making such repairs or
corrections, at Seller’s expense, or allowing GMAC GRS to make said repairs or
corrections, in which event the costs incurred by GMAC GRS shall be deducted
from Seller’s Final Equity Payment.  If
Seller makes such repairs or corrections, Seller will pay all associated costs
and expenses when due.  Seller warrants
that no lien for the cost of such work will be filed against the Premises.


 


12.    BROKER’S
COMMISSION


 


No real estate brokers’ commission will be payable by Seller or GMAC
GRS in connection with, or as a result of, the sale of purchase of the Premises
pursuant to this Agreement.  In the event
that Seller has entered into an agreement with a real estate broker regarding
the Premises, Seller warrants that all rights under any such brokerage
agreement were terminated prior to Seller’s execution of this Agreement.


 


13.    INSURANCE


 


Seller shall keep the Property insured against damage and bear all responsibility
for damage until the later of the Vacate Date or the Effective Date, after
which GMAC GRS is required to either:


 


a.       Continue the existing
insurance policies, subject to the insurer’s approval, in which event the
premium paid by Seller shall be prorated in accordance with the provisions of
this Agreement; or


 


b.      Replace any existing
insurance policies in which event, it shall be Seller’s responsibility to cancel
any existing insurance policy, in order to obtain any refund of a portion of
the premium.


 


14.    EXISTING
MORTGAGES


 


a.       Consistent with the Client’s
relocation program, GMAC GRS may elect to continue making payments under any
existing mortgages, loans or encumbrances or other


 


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charges on the Premise. In the event of such continuance, and subject
to any applicable additional provisions of the Agreement, GMAC GRS will make or
Cause to be made all payments coming due after the later of the Vacate Date and
the Effective Date with respect to such mortgages, loans, encumbrances or other
charges. Such payments shall not affect the computation of the Final Equity
Payment set forth in paragraph 16.


 


b.      Seller shall not pay off any
existing mortgage, loan, encumbrance or other charge without GMAC GRS’ prior
consent. If Seller pays off any such mortgage, loan, encumbrance or other
charge, an appropriate adjustment will be made to any equity payments.


 


15.    TERMINATION
OF GMAC GRS’ OBLIGATIONS


 


GMAC GRS shall have no obligation to sign this Agreement or to purchase
the Property, if:


 


a.       Seller’s employment with the
Client has terminated;


 


b.      The relocation agreement
between the Client and GMAC GRS has terminated;


 


c.       This Agreement has
terminated in accordance with its terms;


 


d.      Seller has failed to fulfill
all of its obligations hereunder; or


 


e.       The Client has directed GMAC
GRS not to sign this Agreement or not to purchase the Premises.


 


Upon GMAC GRS giving notice to Seller of the occurrence of any of the
above conditions, this Agreement shall terminate and Seller shall promptly
return to GMAC GRS any equity or other payments made by GMAC GRS to Seller.


 


16.    FINAL
EQUITY PAYMENT


 


a.       Seller’s Final Equity
Payment (as defined below)) will be paid on or shortly after the later of the
Vacate Date and the Effective Date provided Seller has:


 


i.       Signed and returned this
Agreement without changes;


 


ii.      Executed and delivered a
deed (as described in paragraph 6), and such other documents as (A) are
customarily required by a Seller to transfer title in the area where the
Premises are located and (B) GMAC GRS may reasonably require pursuant to
Client’s relocation program. All such documents will be prepared and provided
to Seller by GMAC GRS or its authorized representative.


 


If Seller has not given GMAC GRS at least fifteen (15) days notice of
the Vacate Date, payment of Seller’s Final Equity Payment will be made as soon
as practicable after the Vacate Date.


 


b.      The final amount payable to
Seller for Seller’s equity or interest in the Property (“Final Equity Payment”)
shall be computed, as of the later of the Effective Date and the Vacate Date,
by deducting from or adding to the Purchase Price all adjustments which are
required under this Agreement, including, without limitation, the following:


 


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i.        The principal
balance of all mortgages or loans secured by the Premises, all equity loans or
equity advances made pursuant to this Agreement, and all other liens, claims,
encumbrances and other charges against the Premises shall be deducted from the
Purchase Price;


 


ii.       The net amount of all
closing adjustments and pro-rations, determined in a manner consistent with
local custom in the area in which the Premises is located, including mortgage
or other loan interest, real property taxes, special assessments and owner’s
association dues, ground and sewer rents, fees, utility and maintenance charges
and insurance premiums and any escrow or impounded funds shall be added to or
deducted from the Purchase Price, as appropriate;


 


iii.      Any amounts
payable by Seller in connection with his occupancy of the Premises, which shall
be computed at the rate of one percent (1%) of the Purchase Price per month for
each month or part of a month that Seller remains in he Premises after sixty
(60) days after the Effective Date, shall be deducted from the Purchase Price;


 


iv.     Estimated costs to be
incurred by GMAC GRS to place the Premises in the condition warranted by
Seller, including the cost of required termite and other pest control treatment
and other repairs, shall be deducted from the Purchase Price;


 


v.      Escrows referred to in
paragraph 9 (c) together with any interest thereon (to the extent to
previously transferred from Seller to GMAC GRS) shall be deducted from the
Purchase Price;


 


vi.     Any other adjustments
required pursuant to the terms of this Agreement shall be added to or deducted
from the Purchase Price, as appropriate.


 


If the Final Equity Payment calculation results in a negative amount,
Seller will pay the deficiency within to GMAC GRS within ten (10) days of
receiving notice of the deficiency, with the
deficiency amount to be adjusted on a pro-rata basis until the
payment is received.  If payment is not
made within ten (10) days, GMAC GRS, in addition to other remedies, may
rescind the offer represented by this Agreement and/or terminate this
Agreement.


 


17.    FINANCIAL
ADJUSTMENTS


 


If any information Seller have supplied to GMAC GRS, the appraisers or
any other person performing services in connection with this Agreement is
incorrect or if any of the Seller’s representations or warranties is inaccurate
or if an error is made in computing equity or adjustments (as a result of
erroneous information or otherwise) Seller and GMAC GRS agree to make any
financial adjustment necessary to reflect the intent of this Agreement and to
promptly pay to the other party any amount determined to be due.


 


18.    ASSIGNMENT


 


Neither Seller nor Seller’s legal successors or assignees shall assign
or encumber this Agreement without the prior written consent of GMAC GRS in
each instance. Any such assignment or encumbrance or any attempted assignment
or encumbrance shall be


 


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ineffective as to GMAC GRS. This prohibition against assignment shall
not apply to GMAC GRS, which expressly retains the right to assign this
Agreement.


 


19.    RECORDING


 


Neither Seller nor Seller’s legal successors, assigns or agents shall
record or cause to be recorded this Agreement or a copy thereof or any
statement, paper or affidavit in any way referring hereto.  This prohibition shall not apply to GMAC GRS,
which expressly retains the right to record.


 


20.    GENDER


 


As used in this Agreement, the masculine, feminine and neuter gender
and the singular or plural number shall each be deemed to include the others
whenever the context so indicates. Each of the persons herein collectively
referred to as the Seller designates the other as his or her agent to receive
notices and give receipts for payment made hereunder.


 


21.    NO
WAIVER


 


The failure of GMAC GRS to seek redress for violation of, or to insist
upon the strict performance of, any term, convenant, condition or provision of
this Agreement, shall not prevent a subsequent act, which would have originally
constituted a violation, from having all the force and effect of an original
violation.


 


22.    REMEDIES


 


In addition to all other rights and remedies at law or in equity,
including rights and remedies of GMAC GRS under this Agreement, GMAC GRS shall
have the option to rescind this Agreement and recover all
payments made pursuant hereto, plus interest at the maximum rate permitted by
law, if possession of the Premises and the deed conveying title thereto are not
delivered to GMAC GRS by the date here in above provided, or if Seller shall
otherwise breach this Agreement. Seller shall be liable for costs and expenses
incurred in enforcing GMAC GRS’ rights hereunder, including, but not limited
to, reasonable attorneys’ fees.


 


23.    CONSTRUCTION


 


The language in all parts of this Agreement shall be construed
according to its normal and usual meaning and not strictly for or against
either Seller or GMAC GRS. The captions are included for convenience only and
shall not be interpreted to affect the substance of this Agreement.


 


24.    ENTIRE
AGREEMENT


 


This Agreement contains the entire understanding between the parties,
and recites the entire consideration given and accepted by the parties. Any
agreement hereinafter made shall be ineffective to change, modify, waive or
discharge this Agreement in whole or in part unless such agreement is in
writing and signed by the party against whom enforcement of the change,
modification, waiver or discharge is sought.


 


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Time
is of the essence of this Agreement.


 


26.       SUCCESSOR
AND ASSIGNS


 


Except
as otherwise provided herein, the terms, covenants and conditions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, and assigns of the respective parties hereto.


 


27.       
SURVIVAL OF WARRANTIES


 


All
warranties, covenants and other obligations contained in this Agreement shall
survive delivery of the deed.


 


28.       GOVERNING
LAW


 


This
Agreement shall be construed in accordance with and governed by the internal
laws of the state in which the Premises are located.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
shown next to their respective signatures.


 


	
   

  	
   

  
	
  SELLER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SELLER

  	
   

  
	
   

  	
   

  
	
  DATE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PLACE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GMAC
  GLOBAL RELOCATION SERVICES, LLC. (GMAC GRS)

  	
   

  
	
   

  	
   

  
	
  DATE

  	
   

  	
   

  
	
   

  	
   

  
	
  PLACE

  	
   

  	
   

  
				



 


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Schedule A


 


Legal
Discription:


Lot
Block,      According to plat book    Page    of
the           County Public
Records, In the State
of              .


 


Commonly
Known as: «Property_address», «Property_City», «Property_State»  «Property_Zip»


 


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  Schedule
  B

  	
  

  



 


Items
not included in Sale.


 


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Schedule
C


 


Items
not included in Sale.


 


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U.S. Domestic Program
Administration Matrix


 


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