exhibit 10. 1 portions of this exhibit were omitted and filed separately with the securities and exchange commission pursuant to a request for confidential treatment. such portions are marked by a series of asterisks. execution copy united states consumer financing services agreement parties this united states consumer financing services agreement ( this “ agreement ” ) is made and entered into as of november 30, 2006 by and between general motors corporation, a delaware corporation ( “ gm ” ), and gmac llc, a delaware limited liability company ( “ gmac ” ). recitals a. gm, directly and through its subsidiaries, as defined in this agreement, is a worldwide manufacturer, distributor, marketer, and seller of motor vehicles, including used vehicles, and related goods and services ( “ gm products ” ), offered for sale to retail consumers through a network of dealers authorized by gm and its subsidiaries ( “ gm dealers ” ), including certain dealers that are wholly - or partially - owned by gm or its subsidiaries. b. gmac is a worldwide diversified financial services company that directly, and through its subsidiaries, provides automotive and non - automotive finance and lease, insurance, banking, mortgage lending, and other services to a variety of affiliated and unaffiliated consumers ( “ gmac products ” ). c. gm and gmac provide significant services and resources to each other. the transactions, relationships, interactions, and dealings between gm and gmac ( “ dealings ” ), contribute significantly to the success of gm and gmac, generally providing efficiencies and enhanced results for each of them, including business opportunities and referrals, data and resource sharing, economies of scale, leveraging staff expertise, and administrative conveniences. these efficiencies flow from, among other things, four aspects of their relationship : ( 1 ) the formal ownership structure that existed historically, resulting in tax, legal, and administrative efficiencies ; ( 2 ) propinquity — their history, familiarity, proximity, and common corporate culture and industry experience — allowing informal and simplified interactions including infrastructure sharing ; ( 3 ) sound business practices, including economies of scale and leveraging of resources ; and ( 4 ) their “ shared ” / “ common ” customers ( i. e., gm dealers and purchasers of gm products ). combined, these efficiencies result in highly valuable and significant organizational, operational, business, and financial synergies ( “ synergies ” ). although specific aspects of