Ally Bank 2011 Annual Report Download - page 344

PARTIAL RELEASE OF LIABILITY AGREEMENT
This Partial Release of Liability Agreement (the “Agreement”) is dated as of March 17, 2010 (the “Settlement Date”), by and among: (i) Federal
Home Loan Mortgage Corporation (“Freddie Mac”); GMAC Mortgage, LLC, a Delaware limited liability company (“GMACM”); and (iii) Residential
Funding Company, LLC, a Delaware limited liability company (“RFC”) (the foregoing are hereinafter referred to individually as a “Party”, and collectively
as the “Parties”). RECITALS
WHEREAS, GMACM and RFC (individually, a “GMAC Seller/Servicer” and collectively, the “GMAC Seller/Servicers”) are each: (i) an indirect
subsidiary of GMAC Inc., a Delaware corporation (“GMAC Inc.”) (ii) an approved Freddie Mac seller/servicer, and (iii) subject to all the provisions of
Freddie Mac’s Single−Family Seller/Servicer Guide (the “Guide”), and all other agreements and mortgage purchase and servicing obligations between
Freddie Mac and the applicable GMAC Seller/Servicer, including, but not limited to, a Master Agreement and any Master Commitments thereunder
(collectively, as to each of the GMAC Seller/Servicers, the “Purchase Documents”, as more fully described in Exhibit A attached hereto and incorporated
herein by this reference); and
WHEREAS, pursuant to a Pledge Agreement dated on or about October 10, 2008, made by GMACM in favor of Freddie Mac (the “Pledge
Agreement”). GMACM pledged certain collateral (the “Pledged Collateral”) having a value of not less than Thirty Million U.S. Dollars ($30,000,000) to
secure obligations of GMACM to Freddie Mac (the “Pledger Obligations”); and
WHEREAS, GMACM has offered to pay to Freddie Mac the sum of Three Hundred Twenty−five Million U.S. Dollars ($325,000,000) (the
“Settlement Amount”), as such amount may be adjusted as provided in Section 5 hereof, in consideration for (a) the release by Freddie Mac of the GMAC
Seller/Servicers’ liability for the Released Obligations (as defined below); (b) the release by Freddie Mac of certain of the Pledged Collateral; and (c) the
ability of the GMAC Seller/Servicers to continue to be considered to be Freddie Mac−approved seller/servicers; and
WHEREAS, Freddie Mac is willing to accept the Settlement Amount (as the same may be adjusted pursuant to the terms of this Agreement) from
GMACM (and other benefits to Freddie Mac under or in connection with this Agreement, including, without limitation, the receipt by Freddie Mac from
GMAC Inc. of the hereafter−referenced Guaranty) in satisfaction of such Released Obligations, and in consideration of releasing certain of the Pledged
Collateral and allowing the GMAC Seller/Servicers to continue to be considered to be Freddie Mac−approved seller/servicers, pursuant to the terms and
condition set forth in this Agreement; and
WHEREAS, Freddie Mac has required that, concurrently with the Parties’ execution of this Agreement, GMAC Inc. enter into a Guaranty (the
“Guaranty”) substantially in the form attached hereto and incorporated herein by reference as Attachment 1.
NOW, THEREFORE, in consideration of the agreements and undertakings set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth herein, the Parties hereto agree as follows:
1. Incorporation of Recitals; Definitions. All of the foregoing Recitals are hereby incorporated herein by reference. As used in this Agreement, the
following terms shall have the following meanings:
“Affiliate” means, with respect to any GMAC Seller/Servicer, another person or entity that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common