Ally Bank 2011 Annual Report Download - page 364

Guarantor in the absence of such waiver.
SECTION 5. Representations, Warranties and Covenants. The Guarantor hereby represents and warrants to, and covenants with, Freddie Mac as follows:
(a) The Guarantor is duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The execution, delivery and performance by the Guarantor of this Guaranty are within the Guarantor’s corporate powers, have been duly authorized by
all necessary corporate action and do not contravene (i) the Guarantor’s charter or by−laws or (ii) any law or any contractual restriction binding on or
affecting the Guarantor.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Guarantor of this Guaranty.
(d) This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.
SECTION 6. Financial Statements. Annually, or whenever requested by Freddie Mac, the Guarantor shall provide Freddie Mac with copies of the
Guarantor’s audited financial statements and/or any other documents relating to its financial condition or regulatory status.
SECTION 7. Amendments. No amendment of this Guaranty shall be effective unless it is in writing, signed by Freddie Mac, and expressly states that it
amends this Guaranty.
SECTION 8. Notices. All notices and other communications provided for hereunder shall be in writing and, if to the Guarantor, Attn: General Counsel,
faxed to: 313−656−6124, or mailed or delivered to: 200 Renaissance Drive, Detroit, Ml 48265, and if to Freddie Mac, Attn: Director − Counterparty Credit
Risk Management, faxed to 571/382−3936, or mailed or delivered to 1551 Park Run Drive, McLean, VA 22102 (with a copy to Legal Division, Freddie
Mac, Attn: Vice President and Deputy General Counsel, Mortgage Law, faxed to 703/903−2559, or mailed or delivered to 8200 Jones Branch Drive, MS
210, McLean, VA 22102), or as to each party at such other address as it shall designate in a written notice to each other party complying with delivery with
the terms of this Section. All such notices and other communications shall, when mailed, faxed (if promptly thereafter confirmed in writing) or delivered,
respectively, be effective when deposited in the mails or faxed or when actually delivered, respectively, addressed as aforesaid.
SECTION 9. No Waiver; Remedies. No failure of Freddie Mac to exercise or to delay in exercising any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude Freddie Mac from any other or further exercise thereof or the exercise of any other
right. The remedies provided herein are cumulative and not exclusive of any remedies provided by law or otherwise. This Guaranty shall not create upon
Freddie Mac any obligation to waive any eligibility or other requirement relating to a Seller/Servicer.
SECTION 10. Reinstatement. If any payment received by Freddie Mac from a Seller/Servicer in respect of the Obligations is subsequently recovered from
or repaid by Freddie Mac as the result of any bankruptcy, dissolution, reorganization, arrangement, or liquidation proceedings (or proceedings similar
thereto), the Guarantor’s payment obligation hereunder shall continue to be effective as though such payment had not been made. The provisions of this
Section 10 of this Guaranty shall survive termination of this Guaranty.
SECTION 11. Consent. The Guarantor hereby consents that from time to time, and without further notice to or consent of the Guarantor, Freddie Mac may
take any or all of the following actions without affecting the