Ally Bank 2011 Annual Report Download - page 362

Attachment 1
GUARANTY
THIS GUARANTY (the “Guaranty”), dated this day of , 2010, is made by GMAC Inc. (“Guarantor”), a Delaware corporation, in favor of
Federal Home Loan Mortgage Corporation (“Freddie Mac”). WITNESSETH:
WHEREAS, GMAC Mortgage, LLC1 and Residential Funding Company, LLC2 (each, a “Seller/Servicer”, and collectively, the “Seller/Servicers”) are
each: (i) an indirect subsidiary or an affiliate of Guarantor, (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 respective Seller/Servicer, including, but not limited to, a Master Agreement and any Master Commitments thereunder (collectively, as to each
Seller/Servicer, the “Purchase Documents”); and
WHEREAS, Freddie Mac has determined that the Seller/Servicers’ warranty obligations are disproportionate to their respective capital and/or assets and
that the Seller/Servicers’ respective financial status could materially and adversely affect Freddie Mac (the “Bases for Disqualification”); and
WHEREAS, concurrently with Guarantor’s execution and delivery of this Guaranty, Freddie Mac and the Seller/Servicers are entering into that certain
Partial Release of Liability Agreement of even date herewith (the “Partial Release Agreement”, a true and correct copy of which is attached hereto and
incorporated herein by reference as Exhibit A), whereby (among other things) Freddie Mac will receive a cash payment in consideration for the release of
certain duties and obligations of the Seller/Servicers under the Purchase Documents; and
WHEREAS, as additional consideration for Freddie Mac’s entry into the Partial Release Agreement, and for Freddie Mac’s willingness to continue to
recognize the Seller/Servicers as approved Freddie Mac seller/servicers, Freddie Mac has required this Guaranty from the Guarantor.
WHEREAS, to induce Freddie Mac to (i) enter into the Partial Release Agreement and (ii) continue to recognize the Seller/Servicers as approved Freddie
Mac seller/servicers, Guarantor is willing to give certain financial accommodations to Freddie Mac.
1Seller/Servicer ## 101026, 129773, 121767, 153976, 118471, 145842, 148094, 815105 and 277105.
2Seller/Servicer ## 109749, 996000, 122226, 146597 and 128256.
NOW THEREFORE, in consideration of the premises and to induce Freddie Mac to continue its approval of the Seller/Servicers as seller/servicers, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:
SECTION 1. Incorporation of Recitals; Defined Terms; Guaranty.
(a) The recitals set forth above are hereby incorporated into this Guaranty by reference.
(b) Capitalized terms used herein and not otherwise defined have the meanings set forth in the Partial Release Agreement.