Ally Bank 2011 Annual Report Download - page 346

borrower, mortgage broker, loan officer, appraiser, title or closing agent, etc.).
All other capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings set forth in the Guide and/or the other
Purchase Documents.
2 Initial Payment Amount; Payment Amount; Repurchase Obligations.
(i) On the Settlement Date, GMACM shall wire transfer, or cause to be wire transferred, to Freddie Mac the Initial Payment Amount,
pursuant to the wire transfer instructions attached hereto and incorporated herein by this reference as Exhibit B.
(ii) Freddie Mac’s obligations and duties under this Agreement are expressly contingent upon: (a) the receipt of the Initial Payment Amount
pursuant to subsection (i) immediately above, and (b) the execution and delivery by GMAC Inc. to Freddie Mac of the Guaranty. The
Guaranty sets forth GMAC Inc.’s unconditional guaranty of certain obligations of the GMAC Seller/Servicers under this Agreement.
(iii) If fraud was committed in connection with the origination of a Mortgage, but such fraud does not satisfy the requirements of the
definition of “Systemic Fraud”, it is understood and agreed by the Parties that the applicable GMAC Seller/Servicer shall exercise
commercially reasonable efforts to assist Freddie Mac in exercising any rights or remedies available to Freddie Mac against any applicable
third party that may have aided, abetted or participated in the fraudulent activity (including, for example but not by way of limitation, any
applicable broker, appraiser, title company, realtor, or other applicable person or entity), Freddie Mac will, upon request, reimburse the
applicable GMAC Seller/Servicer for its reasonable out−of−pocket costs and expenses incurred in connection with providing such assistance;
provided, however, that (a) the GMAC Seller/Servicer submits reasonable evidence (satisfactory to Freddie Mac in its exercise of its
reasonable discretion) of such costs and expenses, and (b) it is understood and agreed that the GMAC Seller/Servicer shall not seek
reimbursement of internal, administrative or overhead costs or expenses.
3 Release of Certain Repurchase Obligations.
(i) Upon receipt by Freddie Mac of the Initial Payment Amount and notwithstanding anything to the contrary in the applicable Purchase
Documents, or any other agreement, Freddie Mac shall be deemed to have released each GMAC Seller/Servicer from liability for all
“loan−level” (as defined in subsection (d) of this subsection 3(i)) representations, warranties, covenants and/or other obligations made or
undertaken by any GMAC Seller/Servicer with respect to the Mortgages purchased (or guaranteed) by Freddie Mac prior to January 1, 2009
(the obligations of the GMAC Seller/Servicers for which liability is released by Freddie Mac pursuant to this Agreement are collectively
referred to as the “Released Obligations”). Such Released Obligations shall not, however, include any of the obligations described in
subsections (a) through (d) immediately below (such obligations being herein referred to as the “Non−Released Obligations”):
(a) To the extent provided in the Purchase Documents other than this Agreement, and other than with respect to any Mortgage
described in Subsection (ii) of Section 2 above:
(1) The repurchase, pursuant to Guide Section 22.18.1, of any Mortgage that is designated as “high−cost,” “high−risk” or a
similar designation under applicable law, which Mortgage is secured by Mortgaged Premises located in any of the states
listed in Section 22.18.1 of the Guide;