Ally Bank 2011 Annual Report Download - page 350

GMAC Seller/Servicer shall not seek reimbursement of internal, administrative or overhead costs or expenses.
5 Release of Certain Pledged Collateral; Crediting of Payments and Proceeds.
(i) The Parties agree that Freddie Mac, at any time prior to the execution of this Agreement, may liquidate in a commercially reasonable
manner and apply any Collateral under the Pledge Agreement to any and all Pledger Obligations (as “Collateral” and “Pledgor” are defined
in the Pledge Agreement), and nothing in this Agreement alters or diminishes Freddie Mac’s rights or remedies under the Pledge Agreement;
provided, however, that on the Settlement Date, the Settlement Amount shall be reduced by an amount equal to the outstanding balance of
such Collateral as of the Settlement Date, and Freddie Mac will be entitled to direct the escrow agent to forward such proceeds to Freddie
Mac (and Freddie Mac shall be entitled to retain such proceeds).
(ii) The amount payable on the Settlement Date pursuant to Section 2(i) above (herein called the “Initial Payment Amount”) is the amount
determined pursuant to the following calculation: (a) the Settlement Amount, minus (b) $12,400,570 (which is the aggregate amount of
payments made to Freddie Mac from January 7, 2010, through March 5, 2010, by the GMAC Seller/Servicers in connection with repurchase
or indemnification obligations under their respective Purchase Documents), plus $2,743,045 (which is the aggregate amount of payments
requested, on or after January 7, 2010, and through and including March 5, 2010. by Freddie Mac to be made by the GMAC Seller/Servicers
in connection with the GMAC Seller/Servicers’ respective repurchase or indemnification obligations under their respective Purchase
Documents), minus (if applicable) (c) any adjustment required to be made pursuant to the terms of subsection 5(i) immediately hereinabove.
(iii) The Parties hereby agree that upon final liquidation or other final disposition of all Mortgages sold or transferred to Freddie Mac by the
GMAC Seller/Servicers before January 1, 2009, and repurchased by the applicable GMAC Seller/Servicer at Freddie Mac’s request on or
after January 7, 2010, but prior to the Settlement Date, Freddie Mac will pay to the repurchasing GMAC Seller/Servicers any applicable Loss
with respect to such Mortgage, provided, however, that (a) the applicable GMAC Seller/Servicer provides to each Borrower on a repurchased
Mortgage the opportunity to modify such Borrower’s Mortgage in accordance with terms consistent with the terms that are otherwise
available for other Freddie Mac Borrowers for similarly−situated transactions, and (b) the applicable Mortgage was not repurchased for a
reason that would qualify it as a Non−Released Obligation hereunder (subject to the foregoing, a complete listing of such Mortgages that
may be eligible for payment of Losses is attached hereto and incorporated herein by reference as Exhibit C). For the purpose of this
provision, “final liquidation or other final disposition” means an REO sale, or a short sale in lieu of foreclosure, which short sale resulted in a
positive net present value (NPV), as determined with tools and terms provided by Freddie Mac for similarly−situated Borrowers. The
applicable GMAC Seller/Servicer will provide all information that Freddie Mac reasonably requests concerning the details of such final
liquidation or other final disposition and the related proceeds, and all final liquidations or other final dispositions must be concluded by
February 28, 2011.
6 Waiver of Suretyship Rights.
(i) Each GMAC Seller/Servicer hereby waives: (a) any defense based on any claim that the its obligations under this Agreement exceed or
are more burdensome than the obligations to Freddie Mac of the other GMAC Seller/Servicer; (b) any benefit of and any right to participate
in any security from any Affiliate of such GMAC Seller/Servicer, which security is now or