Exhibit 10.26 Freddie Mac Settlement


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 



Control with such GMAC Seller/Servicer. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or other entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
“Charter” has the meaning set forth in Section 4(i) below. 
“Guaranty” has the meaning set forth in the last “Whereas” clause of the Recitals above. 
“GMAC Seller/Servicers” has the meaning set forth in the first “Whereas” clause on the first page of this Agreement. 
“Guide” has the meaning set forth in the first “Whereas” clause on the first page of this Agreement. 
“Ineligible Mortgage” has the meaning set forth in Section 4(i) below. 
“Initial Payment Amount” has the meaning set forth in Section 5 below. 
“Loss” has the meaning set forth in Section 4(ii) below. 
“Mortgage” means a “Mortgage” sold or serviced pursuant to the Purchase Documents. References in this Agreement to the “sale” or “purchase” of a Mortgage shall include any mortgage purchased by Freddie Mac in exchange for cash or securities. 
“Non-Released Obligations” has the meaning set forth in Section 3(i) below. 
 
 “Payment Amount” has the meaning set forth in Section 5 below. 
“Pledge Agreement” has the meaning set forth in the second “Whereas” clause on the first page of this Agreement. 
“Pledged Collateral” has the meaning set forth in the second “Whereas” clause on the first page of this Agreement. 
“Pledgor Obligations” has the meaning set forth in the second “Whereas” clause on the first page of this Agreement. 
“Purchase Documents” shall refer to the agreements and documents listed in the attached Exhibit A, the Pledge Agreement and this Agreement. 
“Released Obligations” has the meaning set forth in Section 3(i) below. 
“Settlement Amount” has the meaning set forth in the third “Whereas” clause of the Recitals to this Agreement. 
“Solvent”, with respect to a GMAC Seller/Servicer, means that the sum of the value of the GMAC Seller/Servicer’s assets, taking into account the fair value of assets accounted for on a fair value basis and the carrying value of other assets, exceeds its indebtedness and other probable liabilities (including contingent liabilities and the fair value of liabilities related to term securitizations reported (in accordance with generally accepted accounting principles, consistently applied) on the GMAC Seller/Servicer’s balance sheet); “fair value” means the value which would be realized in an exchange or series of exchanges between a willing buyer and a willing seller, within a commercially reasonable period of time, neither being under compulsion, each having reasonable knowledge of all relevant facts; and such person is able to realize upon its assets and pay its debts and other liabilities as they mature, assuming an orderly disposition within a period of not more than eighteen (18) months. 
“Systemic Fraud” refers to a fraudulent scheme that: (i) involves a group of twenty-five (25) or more Mortgages that were originated and/or are serviced by a GMAC Seller/Servicer and, absent such Systemic Fraud, would be subject to the provisions regarding “Released Obligations” under this Agreement; and (2) had one or more perpetrators (whose acts or omissions were fraudulent) in common for the entire group of such Mortgages. For the purposes of the foregoing, a “perpetrator” is an individual involved in the origination or sale of the Mortgage (including, without limitation, a 



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; 



(2) The repurchase of any Mortgage that is part of a Systemic Fraud (as defined herein); and 
(3) The repurchase of any Ineligible Mortgage (any such repurchase is subject, however, to any applicable terms of Section 4 below). 
(b) Obligations of any GMAC Seller/Servicer (under any applicable Purchase Document) with respect to representations, warranties, covenants and/or other agreements relating to the performance of servicing duties or functions with respect to any Mortgage, but exclusive of any servicer liability for representations, warranties, covenants and/or other obligations pertaining solely to the sale or eligibility of Mortgages for sale, securitization or guaranty to, by or through Freddie Mac (for example, but not by way of limitation, if a Mortgage failed to satisfy Guide requirements for hazard insurance as of the date of sale of such Mortgage by a GMAC Seller/Servicer to Freddie Mac, such GMAC Seller/Servicer would be released under this Agreement from liability for any selling representations and warranties regarding such failure; if, however, such Mortgage was subsequently serviced by a GMAC Seller/Servicer, and such defect regarding hazard insurance was not subsequently remedied in accordance with Guide servicing requirements, the failure of such Mortgage to have hazard insurance in compliance with Guide requirements could become a breach of a servicing representation and warranty, for which such GMAC Seller/Servicer would retain liability to Freddie Mac under this Agreement); 
(c) Obligations of any GMAC Seller/Servicer (under any applicable Purchase Document) with respect to Mortgages sold or transferred to Freddie Mac on or after January 1, 2009; 
 
 (d) Obligations of any GMAC Seller/Servicer (under any applicable Purchase Document), which obligations are not “loan-level” representations, warranties, covenants or agreements (as used herein, “loan-level” representations, warranties, covenants and agreements are representations, warranties, covenants and agreements that relate only to a specific Mortgage, including multiple individual Mortgages, a breach of which would give rise to a repurchase obligation or other remedy under the Guide); each GMAC Seller/Servicer shall remain obligated and liable to Freddie Mac for all non loan-level representations, warranties, covenants and agreements (and Freddie Mac expressly reserves its rights and remedies in connection therewith). For example, non loan-level representations, warranties, covenants and agreements include (but are not limited to) obligations relating to: (i) unacceptable refinancing practices pursuant to Guide Section 8.10(b); (ii) institutional eligibility requirements pursuant to Chapter 4, Volume 1 of the Guide; and (iii) Guide requirements relating to Freddie Mac’s Exclusionary List; (the obligations described immediately above in subsections (a) through (d) of Section 3(i) are considered to be obligations of the respective GMAC Seller/Servicers under this Agreement). 
(ii) If Freddie Mac does not receive the Initial Payment Amount as required by Subsection 2(i) above, the GMAC Seller/Servicers shall remain obligated in all respects for the Released Obligations, and Freddie Mac shall have the right to exercise any and all rights and remedies at law, in equity, and/or under the Purchase Documents. 
 
	
			
	 
	4
	Repurchase and Loss Reimbursement Regarding Ineligible Mortgages. 




(i) Subject to the terms of the other subsections of this Section 4 (to the extent that such other subsections are applicable), each applicable GMAC Seller/Servicer shall, at the request of Freddie Mac, repurchase any Mortgage that is the subject of a breach of a representation or warranty such that (a) at the time Freddie Mac purchased the Mortgage, the Mortgage was 



ineligible for purchase under the applicable Purchase Documents, and (b) such violation results in a determination by Freddie Mac (in Freddie Mac’s sole discretion) that such Mortgage was also ineligible for purchase under Freddie Mac’s statutory charter (12 USC Sections 1451 et seq., hereafter called the “Charter”) (any such Mortgage is herein called an “Ineligible Mortgage”). Any Freddie Mac request for such a repurchase of an Ineligible Mortgage will specify the representation, warranty, covenant or agreement (under the applicable Purchase Documents) that has been breached and will specify how that breach caused the Mortgage to be an Ineligible Mortgage. The repurchase price for the repurchase of any Ineligible Mortgage  
shall be determined pursuant to subsections (ii) or (iii) immediately below, as applicable. 
(ii) In the event that mortgage insurance (relating to a Mortgage that is subject to this Agreement) was relied upon by Freddie Mac (in connection with Freddie Mac’s purchase or guaranty of such Mortgage) for compliance with the Charter’s provisions relating to the maximum allowable loan to value ratio applicable to such Mortgage, and such insurance is rescinded, denied or otherwise is not available or ceases to be available to Freddie Mac (and such rescission, denial or unavailability is not for a reason that independently would cause the Mortgage to be an Ineligible Mortgage under subsection (iii) below), such rescission, denial or unavailability of mortgage insurance (if not cured by the applicable GMAC Seller/Servicer) shall cause the applicable Mortgage to be an Ineligible Mortgage subject (upon Freddie Mac’s demand) to repurchase pursuant to Section 72.3 of the Guide; provided, however, that with respect to any such Ineligible Mortgage repurchased by a GMAC Seller/Servicer pursuant to this subsection 4(ii), Freddie Mac will reimburse the repurchasing GMAC Seller/Servicer for any actual Loss that such GMAC Seller/Servicer reasonably may incur as a result of loss mitigation with respect to that Mortgage or foreclosure of that Mortgage, so long as any loss mitigation and foreclosure activities are conducted by the applicable GMAC Seller/Servicer in a manner consistent with the Guide. “Loss” for purposes of this Agreement means the excess, if any, of the amount defined in clause (I) below over the amount defined in clause (II) below (all as evidenced by documentation satisfactory to Freddie Mac): 
 
	
			
	 
	(I)
	The sum of the following:




(A) The amount paid by the applicable GMAC Seller/Servicer to repurchase the Mortgage; 
(B) Interest accrued on the unpaid principal balance of the Mortgage after repurchase, at a rate equal to the rate stated in the mortgage note; 
(C) Amounts advanced by the applicable GMAC Seller/Servicer (and not reimbursed to such GMAC Seller/Servicer) to pay taxes, insurance premiums, homeowners association or condominium association dues with respect to the collateral property that is the subject of the Mortgage (the “Mortgaged Property”); 
(D) Costs of foreclosure or other acquisition of the Mortgaged Property; 
 
 (E) Reasonable, out-of-pocket costs of repairing and maintaining the Mortgaged Property; 
(F) Reasonable, out-of-pocket costs of disposing of the Mortgaged Property: and 
(G) Any other out-of-pocket costs or expenses reasonably incurred in connection with the ownership and/or servicing of such repurchased Mortgage or the Mortgaged Property (including the cost of satisfying any senior liens). 
 



	
			
	 
	(II)
	The sum of the following:




(A) Amounts collected from the borrower pursuant to the Mortgage, including but not limited to principal, interest, and prepayment penalties; 
(B) Amounts collected from any third party with respect to the Mortgage, including but not limited to proceeds of mortgage insurance, title insurance or any guaranty, and rebates of insurance premiums or taxes; 
(C) Any escrows and unapplied funds held by the applicable GMAC Seller/Servicer as servicer, together with interest earned on such funds, which such GMAC Seller/Servicer as servicer is entitled to apply to amounts due under the Mortgage; 
(D) Proceeds of the disposition of the Mortgaged Property; 
(E) Income, if any, from rental of the Mortgaged Property; and 
(F) Proceeds of insurance or condemnation. 
If in lieu of liquidating a Mortgage, the applicable GMAC Seller/Servicer wishes to enter into a modification, workout or repayment plan, any such modification must be approved in writing by Freddie Mac. 
 
 (iii) In the event that mortgage insurance is required (under a GMAC Seller/Servicer’s Purchase Documents) to be provided in connection with a Mortgage, and such mortgage insurance is rescinded, denied or otherwise is not available or ceases to be available to Freddie Mac for any reason that causes such Mortgage to be an Ineligible Mortgage, but not an Ineligible Mortgage that qualifies for treatment under subsection (ii) immediately above, such rescission, denial or unavailability of mortgage insurance (if not cured by the applicable GMAC Seller/Servicer) shall cause the applicable Mortgage to be subject to repurchase at the repurchase price specified in Section 72.3 of the Guide. For example, but not by way of limitation, any rescission, denial or unavailability of mortgage insurance attributable to the fact that a Mortgage is secured by property that, at the time the Mortgage was purchased (or guaranteed) by Freddie Mac, was primarily commercial rather than residential in nature would cause the applicable Mortgage to be an Ineligible Mortgage subject (upon Freddie Mac’s demand) to repurchase at the repurchase price specified in Section 72.3 of the Guide. In the event that a Mortgage is an Ineligible Mortgage for a reason that is unrelated to mortgage insurance (e.g., such Mortgage is secured by a property that is primarily commercial rather than residential in nature), such Mortgage is subject (upon Freddie Mac’s demand) to repurchase at the repurchase price specified in Section 72.3 of the Guide. 
(iv) Upon Freddie Mac’s request, each of the GMAC Seller/Servicers covenants: (1) to cooperate fully with, and to assist, Freddie Mac in any attempt by Freddie Mac to contest any action by a private mortgage insurer, which action results in the rescission, denial or unavailability of mortgage insurance with respect to a Mortgage (irrespective of whether there has been a breach by the applicable GMAC Seller/Servicer of any representation, warranty, covenant or agreement related to such Mortgage), and (2) that the efforts undertaken by each GMAC Seller/Servicer in connection with (1) immediately above will be no less than the efforts made by such GMAC Seller/Servicer in contesting the rescission, denial or unavailability of mortgage insurance in connection with mortgage loans held or serviced for its own account (and upon request from Freddie Mac, such GMAC Seller/Servicer shall provide reasonable evidence of such efforts). 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. 
 
	
			
	 
	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 



hereafter held by Freddie Mac; and (c) to the fullest extent permitted by law, any and all other defenses to its obligations under this Agreement, which defenses may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 
(ii) The obligations of each GMAC Seller/Servicer hereunder and under the other Purchase Documents to which such GMAC Seller/Servicer is a signatory are those of a primary obligor, and not merely as surety, and are independent of the obligations of any Affiliate of such GMAC Seller/Servicer, and a separate action may be brought against such GMAC Seller/Servicer to enforce this Agreement and any other Purchase Document to which such GMAC Seller/Servicer is a signatory, whether or not any Affiliate of such GMAC Seller/Servicer is joined as a party. 
(iii) Notwithstanding the foregoing terms of this Section 6 or anything to the contrary elsewhere in this Agreement, it is understood and agreed that the terms of subsections (i) and (ii) of this Section 6 shall not be deemed to alter or amend any of a GMAC Seller/Servicer’s rights or obligations expressly set forth in any other Purchase Document. 
7. Advice of Counsel. Each Party to this Agreement has reviewed the Agreement independently and with counsel, is fully informed of the terms and effect of this Agreement, and has not relied in any way on any inducement, representation, or advice of any other Party hereto in deciding to enter into the Agreement, except as herein contained. 
8. Representations and Warranties of Parties. Each of the Parties hereby represents and warrants as follows: (i) it has entered into this Agreement voluntarily and not as a result of coercion or duress; and (ii) all approvals and authorizations required by law or by bylaw or resolution for the execution or enforceability of this Agreement by such Party have been obtained. Each of the GMAC Seller/Servicers represents and warrants that it: (a) is not entering into the transactions contemplated hereby with the intent of hindering, delaying or defrauding any of its respective current or future creditor or creditors; (b) the Released Obligations attributable to such GMAC Seller/Servicer (and the other benefits to such GMAC Seller/Servicer under this Agreement) constitute the reasonably equivalent value of and the fair consideration for the obligations of such GMAC Seller/Servicer under this Agreement; and (iii) is (and after giving effect to the transactions contemplated by this Agreement, will be) Solvent. 
9. Governing Law. This Agreement shall be construed in accordance with, and the obligations and rights of the parties hereunder shall be determined in accordance with the laws of the United States. Insofar as there may be no applicable precedent, and insofar as to do so would not frustrate any provision of this Agreement or the transactions governed thereby, the laws of the State of New York shall be deemed reflective of the laws of the United States. 
10. Construction of Agreement. In the event of a dispute regarding the meaning of any language contained in this Agreement, the Parties agree that the same should be accorded a reasonable construction and should not be construed more strongly against one Party than against any other Party by reason of such Party’s or its counsel’s role in the drafting of this Agreement. 
11. Further Assurances. The Parties shall, from time to time, execute, acknowledge and deliver such supplements to this Agreement and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement, including but not limited to any amendments to agreements between any GMAC Seller/Servicer and Freddie Mac, which amendments any Party may deem necessary to conform those agreements to the terms of this Agreement. 
12. Non-Admission. The resolution of this matter is voluntary and does not constitute an admission of negligence, breach of contract, or any other basis for liability by any of the Parties, or an admission of the existence of any facts upon which liability could be based. 
13. Confidentiality. Except as otherwise expressly agreed in writing by the other Parties hereto, no 



Party to this Agreement shall issue or cause to be issued any announcement, press release, or other statement, or shall voluntarily disclose information concerning this Agreement to the press or the general public. The foregoing shall not be deemed to prevent a Party from disclosing this Agreement or the terms hereof: (i) in response to a court order, subpoena, or other demand or request made in accordance with applicable law by a governmental or quasi-governmental body having jurisdiction over such Party (including, without limitation, the Federal Housing Finance Agency), or as otherwise required by applicable law (including, without limitation, applicable Federal securities law), or as that Party may deem reasonably necessary as part of its filings of SEC Forms 8-K, 10-Q or 10-K and related disclosures to investors (each Party will provide an advance copy to the other of appropriate excerpts of any such disclosure relating to this Agreement); or (ii) to such Party’s subsidiaries, affiliates, officers, agents, representatives, attorneys, accountants, auditors, successors, and assigns, and to qualified bidders or investors in connection with the sale of such Party or its assets, who have a need to know. 
 
	
			
	 
	14
	[RESERVED]




15. Entire Agreement. This Agreement and the other documents referenced herein constitute the entire agreement between the Parties hereto with respect to the subject matter contained herein. This Agreement may not be amended or modified orally. 
16. Notices. All notices that are required or are permitted hereunder shall be in writing and shall be: (i) hand- delivered, (ii) mailed by certified or registered U.S. Mail, return receipt requested, first class postage prepaid, or (iii) telecopied to the Parties as follows: 
 
	
			
	if to Freddie Mac:
	 
	1551 Park Run Drive
McLean, VA 22102
Attention: Executive Vice President and Chief Credit Officer
Telecopier: 571-382-3723

	 
	 

	with a copy to:
	 
	Legal Division
Freddie Mac
8300 Jones Branch Drive
McLean, VA 22102-3110
Attention: Vice President and Deputy General Counsel, Mortgage Law
Telecopier: 703-903-2559

	 
	 

	if to GMACM:
	 
	1100 Virginia Avenue
Ft. Washington, PA 19034
Attention: General Counsel
Telecopier: 1-866-621-7892

	 
	 

	if to RFC:
	 
	1 Meridian Crossings
Office MN02
Minneapolis, MN 55423
Attention: General Counsel
Telecopier: 952-857-8500




or to such other address or telecopier number as any Party shall designate by written notice to the other Parties in the manner provided herein. 
17. Counterparts; Effective Date. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be deemed signed and effective on the date that all of the Parties exchange facsimile copies of the executed signature pages, which shall be supplemented by original 



signatures within seven (7) calendar days after such date. 
 
	
			
	 
	18
	[RESERVED]




 
	
			
	 
	19
	Successors; No Third Party Beneficiaries. 




(i) All terms and conditions of this Agreement shall be binding upon and inure to the benefit of successors and assigns of the Parties. 
(ii) Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person or entity other than the Parties, their respective successors and assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provisions contained herein, it being the intention of the Parties hereto that this Agreement, the obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole and exclusive benefit of the Parties, their respective successors and assigns, and for the benefit of no other person or entity. 
20. Captions. The captions assigned to provisions of this Agreement are for convenience only and shall be disregarded in construing this Agreement. 
IN WITNESS WHEREOF, intending to be legally bound hereby, the Parties have executed this Agreement as of the day and year first above written. 
 
	
			
	 
	FEDERAL HOME LOAN MORTGAGE CORPORATION

	 
	 

	 
	By:
	/s/ Ray Romano

	 
	Name:
	Ray Romano

	 
	Title:
	EVP Chief Credit Officer

	 

	 
	GMAC MORTGAGE, LLC

	 
	 
	 

	 
	By:
	/s/ James N. Young

	 
	Name:
	James N. Young

	 
	Title:
	CFO

	 

	 
	RESIDENTIAL FUNDING COMPANY, LLC

	 
	 
	 

	 
	By:
	/s/ James N. Young

	 
	Name:
	James N. Young

	 
	Title:
	CFO




 





EXHIBIT A 
Definition of “Purchase Documents” 
With respect to each Mortgage for which any GMAC Seller/Servicer was a Freddie Mac seller or servicer, the “Purchase Documents” consist of the following: 
Volumes I and II of the Freddie Mac Single-Family Seller/Servicer Guide (the “Guide”), including any Freddie Mac Bulletins amending the Guide. 
With respect to each Mortgage, the Master Agreement and/or Master Commitment Contract entered into between Freddie Mac and the seller of the Mortgage, under which the Mortgage was delivered and sold to Freddie Mac, as well as the Freddie Mac Forms 1, 2, 3, 4, 5 and 9 and any applicable purchase contract confirmations issued in connection with the sale of the Mortgage. 
Any agreement pursuant to which the seller of a Mortgage provided a guaranty or any form of credit enhancement in connection with the sale of the Mortgage to Freddie Mac. 
Any additional terms applicable to the sale of Mortgages, such as written waivers. amendments or supplements to the Guide made available to the seller of a Mortgage through electronic or other means including sources designated by Freddie Mac for distribution of the Guide. 
Any Form 960 – Agreement for Concurrent Transfer of Servicing or Form 981 - Agreement for Subsequent Transfer of Servicing applicable to the Mortgages with respect to which any GMAC Seller/Servicer is the transferee servicer. 
 



EXHIBIT B 
Freddie Mac’s wire transfer instructions are as follows: 
JP Morgan 
New York, New York 
ABA # 021000021 
Account # 9102447498 
Attn: Loss Recovery Proceeds 
 





EXHIBIT C 
Mortgage Repurchase List 
 
	
								
	Mortgage ID
	 
	Amount
	 
	 
	Type

	269394818
	 
	 
	284,469
	

	 
	 
	Repurchases - prior to default - loan UPB

	273806521
	 
	 
	325,727
	

	 
	 
	Repurchases - prior to default - loan UPB

	275780783
	 
	 
	254,659
	

	 
	 
	Repurchases - prior to default - loan UPB

	324512066
	 
	 
	234,175
	

	 
	 
	Repurchases - prior to default - loan UPB

	358523257
	 
	 
	114,462
	

	 
	 
	Repurchases - prior to default - loan UPB

	364606177
	 
	 
	127,425
	

	 
	 
	Repurchases - prior to default - loan UPB

	293093733
	 
	 
	196,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	372911250
	 
	 
	105,874
	

	 
	 
	Repurchases - prior to default - loan UPB

	395074355
	 
	 
	405,438
	

	 
	 
	Repurchases - prior to default - loan UPB

	383280702
	 
	 
	159,895
	

	 
	 
	Repurchases - prior to default - loan UPB

	383956536
	 
	 
	146,474
	

	 
	 
	Repurchases - prior to default - loan UPB

	384101283
	 
	 
	175,120
	

	 
	 
	Repurchases - prior to default - loan UPB

	317331183
	 
	 
	322,961
	

	 
	 
	Repurchases - prior to default - loan UPB

	389788627
	 
	 
	236,663
	

	 
	 
	Repurchases - prior to default - loan UPB

	391734628
	 
	 
	83,049
	

	 
	 
	Repurchases - prior to default - loan UPB

	329293745
	 
	 
	360,975
	

	 
	 
	Repurchases - prior to default - loan UPB

	328286524
	 
	 
	257,607
	

	 
	 
	Repurchases - prior to default - loan UPB

	328287202
	 
	 
	215,412
	

	 
	 
	Repurchases - prior to default - loan UPB

	396985971
	 
	 
	91,519
	

	 
	 
	Repurchases - prior to default - loan UPB

	397061528
	 
	 
	203,349
	

	 
	 
	Repurchases - prior to default - loan UPB

	400065274
	 
	 
	72,876
	

	 
	 
	Repurchases - prior to default - loan UPB

	400966638
	 
	 
	51,755
	

	 
	 
	Repurchases - prior to default - loan UPB

	315815922
	 
	 
	242,827
	

	 
	 
	Repurchases - prior to default - loan UPB

	315816937
	 
	 
	422,247
	

	 
	 
	Repurchases - prior to default - loan UPB

	410366668
	 
	 
	151,949
	

	 
	 
	Repurchases - prior to default - loan UPB

	410670898
	 
	 
	159,608
	

	 
	 
	Repurchases - prior to default - loan UPB

	427080851
	 
	 
	309,519
	

	 
	 
	Repurchases - prior to default - loan UPB

	316930555
	 
	 
	90,892
	

	 
	 
	Repurchases - prior to default - loan UPB

	415984882
	 
	 
	147,976
	

	 
	 
	Repurchases - prior to default - loan UPB

	417646615
	 
	 
	114,143
	

	 
	 
	Repurchases - prior to default - loan UPB

	417823851
	 
	 
	87,926
	

	 
	 
	Repurchases - prior to default - loan UPB

	417972148
	 
	 
	276,948
	

	 
	 
	Repurchases - prior to default - loan UPB

	318954680
	 
	 
	137,534
	

	 
	 
	Repurchases - prior to default - loan UPB

	428532756
	 
	 
	280,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	418334838
	 
	 
	302,999
	

	 
	 
	Repurchases - prior to default - loan UPB

	420714758
	 
	 
	320,703
	

	 
	 
	Repurchases - prior to default - loan UPB

	420836764
	 
	 
	265,745
	

	 
	 
	Repurchases - prior to default - loan UPB

	421228482
	 
	 
	303,800
	

	 
	 
	Repurchases - prior to default - loan UPB

	421462310
	 
	 
	167,510
	

	 
	 
	Repurchases - prior to default - loan UPB




 



	
								
	421629460
	 
	 
	183,383
	

	 
	 
	Repurchases - prior to default - loan UPB

	293972729
	 
	 
	203,037
	

	 
	 
	Repurchases - prior to default - loan UPB

	293972842
	 
	 
	401,704
	

	 
	 
	Repurchases - prior to default - loan UPB

	423187015
	 
	 
	55,791
	

	 
	 
	Repurchases - prior to default - loan UPB

	292925433
	 
	 
	76,050
	

	 
	 
	Repurchases - prior to default - loan UPB

	334806178
	 
	 
	300,800
	

	 
	 
	Repurchases - prior to default - loan UPB

	334806445
	 
	 
	169,377
	

	 
	 
	Repurchases - prior to default - loan UPB

	334807484
	 
	 
	399,712
	

	 
	 
	Repurchases - prior to default - loan UPB

	334808235
	 
	 
	318,267
	

	 
	 
	Repurchases - prior to default - loan UPB

	272123595
	 
	 
	164,472
	

	 
	 
	Repurchases - prior to default - loan UPB

	294165908
	 
	 
	263,914
	

	 
	 
	Repurchases - prior to default - loan UPB

	317142941
	 
	 
	204,300
	

	 
	 
	Repurchases - prior to default - loan UPB

	317142968
	 
	 
	204,300
	

	 
	 
	Repurchases - prior to default - loan UPB

	317142976
	 
	 
	179,100
	

	 
	 
	Repurchases - prior to default - loan UPB

	395272777
	 
	 
	285,861
	

	 
	 
	Repurchases - prior to default - loan UPB

	427079381
	 
	 
	139,850
	

	 
	 
	Repurchases - prior to default - loan UPB

	427161258
	 
	 
	403,641
	

	 
	 
	Repurchases - prior to default - loan UPB

	430908407
	 
	 
	399,792
	

	 
	 
	Repurchases - prior to default - loan UPB

	430924224
	 
	 
	231,666
	

	 
	 
	Repurchases - prior to default - loan UPB

	431643105
	 
	 
	213,843
	

	 
	 
	Repurchases - prior to default - loan UPB

	431844828
	 
	 
	341,535
	

	 
	 
	Repurchases - prior to default - loan UPB

	432757287
	 
	 
	65,242
	

	 
	 
	Repurchases - prior to default - loan UPB

	432756922
	 
	 
	37,210
	

	 
	 
	Repurchases - prior to default - loan UPB

	432914498
	 
	 
	87,642
	

	 
	 
	Repurchases - prior to default - loan UPB

	432913653
	 
	 
	227,186
	

	 
	 
	Repurchases - prior to default - loan UPB

	432921133
	 
	 
	360,086
	

	 
	 
	Repurchases - prior to default - loan UPB

	432920757
	 
	 
	288,277
	

	 
	 
	Repurchases - prior to default - loan UPB

	328685887
	 
	 
	220,618
	

	 
	 
	Repurchases - prior to default - loan UPB

	328688665
	 
	 
	229,821
	

	 
	 
	Repurchases - prior to default - loan UPB

	333097483
	 
	 
	106,733
	

	 
	 
	Repurchases - prior to default - loan UPB

	347357288
	 
	 
	257,989
	

	 
	 
	Repurchases - prior to default - loan UPB

	347357474
	 
	 
	460,114
	

	 
	 
	Repurchases - prior to default - loan UPB

	347357822
	 
	 
	304,788
	

	 
	 
	Repurchases - prior to default - loan UPB

	428745776
	 
	 
	195,490
	

	 
	 
	Repurchases - prior to default - loan UPB

	428747477
	 
	 
	275,414
	

	 
	 
	Repurchases - prior to default - loan UPB

	436700808
	 
	 
	200,973
	

	 
	 
	Repurchases - prior to default - loan UPB

	436767597
	 
	 
	508,742
	

	 
	 
	Repurchases - prior to default - loan UPB

	437493660
	 
	 
	96,065
	

	 
	 
	Repurchases - prior to default - loan UPB

	439440645
	 
	 
	276,655
	

	 
	 
	Repurchases - prior to default - loan UPB

	439441544
	 
	 
	136,042
	

	 
	 
	Repurchases - prior to default - loan UPB

	439468086
	 
	 
	172,934
	

	 
	 
	Repurchases - prior to default - loan UPB

	439471923
	 
	 
	373,237
	

	 
	 
	Repurchases - prior to default - loan UPB

	439476526
	 
	 
	186,440
	

	 
	 
	Repurchases - prior to default - loan UPB

	439580250
	 
	 
	53,127
	

	 
	 
	Repurchases - prior to default - loan UPB

	441576400
	 
	 
	284,150
	

	 
	 
	Repurchases - prior to default - loan UPB




 



	
								
	442493495
	 
	 
	130,560
	

	 
	 
	Repurchases - prior to default - loan UPB

	445914599
	 
	 
	196,287
	

	 
	 
	Repurchases - prior to default - loan UPB

	445948590
	 
	 
	220,823
	

	 
	 
	Repurchases - prior to default - loan UPB

	446240206
	 
	 
	123,174
	

	 
	 
	Repurchases - prior to default - loan UPB

	447370650
	 
	 
	153,646
	

	 
	 
	Repurchases - prior to default - loan UPB

	447376195
	 
	 
	275,686
	

	 
	 
	Repurchases - prior to default - loan UPB

	447379143
	 
	 
	214,455
	

	 
	 
	Repurchases - prior to default - loan UPB

	447384082
	 
	 
	146,127
	

	 
	 
	Repurchases - prior to default - loan UPB

	447379410
	 
	 
	138,653
	

	 
	 
	Repurchases - prior to default - loan UPB

	447847953
	 
	 
	160,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	273663755
	 
	 
	285,164
	

	 
	 
	Repurchases - prior to default - loan UPB

	292200528
	 
	 
	399,675
	

	 
	 
	Repurchases - prior to default - loan UPB

	318877538
	 
	 
	237,999
	

	 
	 
	Repurchases - prior to default - loan UPB

	451388798
	 
	 
	177,086
	

	 
	 
	Repurchases - prior to default - loan UPB

	479275750
	 
	 
	267,361
	

	 
	 
	Repurchases - prior to default - loan UPB

	479275963
	 
	 
	378,542
	

	 
	 
	Repurchases - prior to default - loan UPB

	479326363
	 
	 
	157,347
	

	 
	 
	Repurchases - prior to default - loan UPB

	479416362
	 
	 
	367,200
	

	 
	 
	Repurchases - prior to default - loan UPB

	457366745
	 
	 
	111,902
	

	 
	 
	Repurchases - prior to default - loan UPB

	457388390
	 
	 
	397,946
	

	 
	 
	Repurchases - prior to default - loan UPB

	457392177
	 
	 
	210,046
	

	 
	 
	Repurchases - prior to default - loan UPB

	457393157
	 
	 
	286,896
	

	 
	 
	Repurchases - prior to default - loan UPB

	457391715
	 
	 
	165,142
	

	 
	 
	Repurchases - prior to default - loan UPB

	457391561
	 
	 
	406,763
	

	 
	 
	Repurchases - prior to default - loan UPB

	457392088
	 
	 
	148,030
	

	 
	 
	Repurchases - prior to default - loan UPB

	457395214
	 
	 
	154,094
	

	 
	 
	Repurchases - prior to default - loan UPB

	457396598
	 
	 
	123,558
	

	 
	 
	Repurchases - prior to default - loan UPB

	457395184
	 
	 
	253,844
	

	 
	 
	Repurchases - prior to default - loan UPB

	457400919
	 
	 
	101,467
	

	 
	 
	Repurchases - prior to default - loan UPB

	457400706
	 
	 
	418,359
	

	 
	 
	Repurchases - prior to default - loan UPB

	457407417
	 
	 
	115,468
	

	 
	 
	Repurchases - prior to default - loan UPB

	273523139
	 
	 
	246,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	273523503
	 
	 
	280,247
	

	 
	 
	Repurchases - prior to default - loan UPB

	302070664
	 
	 
	244,531
	

	 
	 
	Repurchases - prior to default - loan UPB

	303226579
	 
	 
	360,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	427125928
	 
	 
	307,983
	

	 
	 
	Repurchases - prior to default - loan UPB

	459901893
	 
	 
	188,290
	

	 
	 
	Repurchases - prior to default - loan UPB

	460149172
	 
	 
	214,290
	

	 
	 
	Repurchases - prior to default - loan UPB

	460735705
	 
	 
	369,392
	

	 
	 
	Repurchases - prior to default - loan UPB

	460736965
	 
	 
	149,934
	

	 
	 
	Repurchases - prior to default - loan UPB

	461125080
	 
	 
	432,268
	

	 
	 
	Repurchases - prior to default - loan UPB

	461150743
	 
	 
	212,924
	

	 
	 
	Repurchases - prior to default - loan UPB

	461151456
	 
	 
	101,746
	

	 
	 
	Repurchases - prior to default - loan UPB

	462435539
	 
	 
	267,300
	

	 
	 
	Repurchases - prior to default - loan UPB

	463135636
	 
	 
	380,362
	

	 
	 
	Repurchases - prior to default - loan UPB




 



	
								
	463524055
	 
	 
	177,743
	

	 
	 
	Repurchases - prior to default - loan UPB

	463569644
	 
	 
	426,102
	

	 
	 
	Repurchases - prior to default - loan UPB

	464181801
	 
	 
	252,033
	

	 
	 
	Repurchases - prior to default - loan UPB

	464182913
	 
	 
	115,576
	

	 
	 
	Repurchases - prior to default - loan UPB

	464183529
	 
	 
	209,321
	

	 
	 
	Repurchases - prior to default - loan UPB

	465145507
	 
	 
	142,503
	

	 
	 
	Repurchases - prior to default - loan UPB

	465787177
	 
	 
	242,360
	

	 
	 
	Repurchases - prior to default - loan UPB

	471026999
	 
	 
	321,632
	

	 
	 
	Repurchases - prior to default - loan UPB

	471188980
	 
	 
	150,262
	

	 
	 
	Repurchases - prior to default - loan UPB

	471748838
	 
	 
	183,184
	

	 
	 
	Repurchases - prior to default - loan UPB

	472420399
	 
	 
	173,408
	

	 
	 
	Repurchases - prior to default - loan UPB

	472647199
	 
	 
	372,990
	

	 
	 
	Repurchases - prior to default - loan UPB

	472672916
	 
	 
	417,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	472733737
	 
	 
	79,026
	

	 
	 
	Repurchases - prior to default - loan UPB

	472736191
	 
	 
	408,057
	

	 
	 
	Repurchases - prior to default - loan UPB

	472746251
	 
	 
	289,772
	

	 
	 
	Repurchases - prior to default - loan UPB

	472781790
	 
	 
	186,680
	

	 
	 
	Repurchases - prior to default - loan UPB

	472780204
	 
	 
	249,351
	

	 
	 
	Repurchases - prior to default - loan UPB

	313797145
	 
	 
	455,106
	

	 
	 
	Repurchases - prior to default - loan UPB

	313797153
	 
	 
	320,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	313797412
	 
	 
	207,999
	

	 
	 
	Repurchases - prior to default - loan UPB

	313798052
	 
	 
	256,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	313798524
	 
	 
	495,952
	

	 
	 
	Repurchases - prior to default - loan UPB

	427596718
	 
	 
	296,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	428754112
	 
	 
	306,323
	

	 
	 
	Repurchases - prior to default - loan UPB

	428754821
	 
	 
	293,787
	

	 
	 
	Repurchases - prior to default - loan UPB

	429431716
	 
	 
	360,553
	

	 
	 
	Repurchases - prior to default - loan UPB

	429481500
	 
	 
	393,435
	

	 
	 
	Repurchases - prior to default - loan UPB

	473837412
	 
	 
	327,791
	

	 
	 
	Repurchases - prior to default - loan UPB

	473988151
	 
	 
	401,535
	

	 
	 
	Repurchases - prior to default - loan UPB

	474161455
	 
	 
	412,983
	

	 
	 
	Repurchases - prior to default - loan UPB

	474161587
	 
	 
	237,144
	

	 
	 
	Repurchases - prior to default - loan UPB

	475459784
	 
	 
	452,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	475466985
	 
	 
	321,360
	

	 
	 
	Repurchases - prior to default - loan UPB

	475466942
	 
	 
	278,046
	

	 
	 
	Repurchases - prior to default - loan UPB

	475781368
	 
	 
	311,395
	

	 
	 
	Repurchases - prior to default - loan UPB

	475784197
	 
	 
	458,667
	

	 
	 
	Repurchases - prior to default - loan UPB

	475842170
	 
	 
	159,627
	

	 
	 
	Repurchases - prior to default - loan UPB

	475998812
	 
	 
	359,984
	

	 
	 
	Repurchases - prior to default - loan UPB

	476500907
	 
	 
	78,518
	

	 
	 
	Repurchases - prior to default - loan UPB

	302048871
	 
	 
	600,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	304700142
	 
	 
	272,442
	

	 
	 
	Repurchases - prior to default - loan UPB

	307583821
	 
	 
	275,527
	

	 
	 
	Repurchases - prior to default - loan UPB

	307583945
	 
	 
	355,508
	

	 
	 
	Repurchases - prior to default - loan UPB

	329333089
	 
	 
	176,000
	

	 
	 
	Repurchases - prior to default - loan UPB




 



	
								
	329333542
	 
	 
	376,268
	

	 
	 
	Repurchases - prior to default - loan UPB

	426934202
	 
	 
	335,997
	

	 
	 
	Repurchases - prior to default - loan UPB

	427247934
	 
	 
	263,840
	

	 
	 
	Repurchases - prior to default - loan UPB

	479579563
	 
	 
	25,812
	

	 
	 
	Repurchases - prior to default - loan UPB

	479708673
	 
	 
	224,998
	

	 
	 
	Repurchases - prior to default - loan UPB

	479708401
	 
	 
	291,919
	

	 
	 
	Repurchases - prior to default - loan UPB

	479711402
	 
	 
	392,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	480880069
	 
	 
	196,175
	

	 
	 
	Repurchases - prior to default - loan UPB

	351989188
	 
	 
	186,217
	

	 
	 
	Repurchases - prior to default - loan UPB

	351989358
	 
	 
	196,984
	

	 
	 
	Repurchases - prior to default - loan UPB

	356985202
	 
	 
	350,055
	

	 
	 
	Repurchases - prior to default - loan UPB

	307542114
	 
	 
	286,310
	

	 
	 
	Repurchases - prior to default - loan UPB

	483574333
	 
	 
	415,300
	

	 
	 
	Repurchases - prior to default - loan UPB

	483723339
	 
	 
	87,453
	

	 
	 
	Repurchases - prior to default - loan UPB

	483805637
	 
	 
	286,392
	

	 
	 
	Repurchases - prior to default - loan UPB

	483959065
	 
	 
	221,404
	

	 
	 
	Repurchases - prior to default - loan UPB

	427025974
	 
	 
	390,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	427187281
	 
	 
	314,846
	

	 
	 
	Repurchases - prior to default - loan UPB

	485003325
	 
	 
	145,631
	

	 
	 
	Repurchases - prior to default - loan UPB

	489175783
	 
	 
	259,255
	

	 
	 
	Repurchases - prior to default - loan UPB

	490650619
	 
	 
	163,933
	

	 
	 
	Repurchases - prior to default - loan UPB

	490662595
	 
	 
	366,486
	

	 
	 
	Repurchases - prior to default - loan UPB

	490725996
	 
	 
	76,986
	

	 
	 
	Repurchases - prior to default - loan UPB

	490726097
	 
	 
	210,531
	

	 
	 
	Repurchases - prior to default - loan UPB

	494415142
	 
	 
	380,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	495021601
	 
	 
	396,565
	

	 
	 
	Repurchases - prior to default - loan UPB

	503210005
	 
	 
	202,791
	

	 
	 
	Repurchases - prior to default - loan UPB

	503216143
	 
	 
	312,618
	

	 
	 
	Repurchases - prior to default - loan UPB

	506677877
	 
	 
	408,985
	

	 
	 
	Repurchases - prior to default - loan UPB

	506677621
	 
	 
	223,639
	

	 
	 
	Repurchases - prior to default - loan UPB

	509578349
	 
	 
	334,643
	

	 
	 
	Repurchases - prior to default - loan UPB

	509895956
	 
	 
	271,549
	

	 
	 
	Repurchases - prior to default - loan UPB

	543711536
	 
	 
	231,599
	

	 
	 
	Repurchases - prior to default - loan UPB

	543743713
	 
	 
	417,000
	

	 
	 
	Repurchases - prior to default - loan UPB

	532258258
	 
	 
	259,369
	

	 
	 
	Repurchases - prior to default - loan UPB

	301731594
	 
	 
	182,180
	

	 
	 
	REO repurchase proceeds

	313798249
	 
	 
	159,951
	

	 
	 
	REO repurchase proceeds

	503084123
	 
	 
	246,823
	

	 
	 
	REO repurchase proceeds

	477653995
	 
	 
	210,167
	

	 
	 
	REO repurchase proceeds

	475466888
	 
	 
	199,630
	

	 
	 
	REO repurchase proceeds

	302461418
	 
	 
	153,808
	

	 
	 
	REO repurchase proceeds

	479282218
	 
	 
	130,584
	

	 
	 
	REO repurchase proceeds

	383727081
	 
	 
	291,828
	

	 
	 
	REO repurchase proceeds

	292926014
	 
	 
	207,802
	

	 
	 
	REO repurchase proceeds

	431793220
	 
	 
	362,474
	

	 
	 
	REO repurchase proceeds




 



	
								
	472913654
	 
	 
	149,640
	

	 
	 
	REO repurchase proceeds

	465787932
	 
	 
	241,410
	

	 
	 
	REO repurchase proceeds

	476342910
	 
	 
	254,204
	

	 
	 
	REO repurchase proceeds

	471188654
	 
	 
	95,205
	

	 
	 
	REO repurchase proceeds

	476358779
	 
	 
	144,156
	

	 
	 
	REO repurchase proceeds

	439538114
	 
	 
	158,270
	

	 
	 
	REO repurchase proceeds

	430166427
	 
	 
	253,468
	

	 
	 
	REO repurchase proceeds

	472550683
	 
	 
	230,243
	

	 
	 
	REO repurchase proceeds

	474162672
	 
	 
	312,718
	

	 
	 
	REO repurchase proceeds

	475842243
	 
	 
	321,350
	

	 
	 
	REO repurchase proceeds

	480060576
	 
	 
	200,513
	

	 
	 
	REO repurchase proceeds

	318878364
	 
	 
	199,091
	

	 
	 
	REO repurchase proceeds

	294166173
	 
	 
	331,931
	

	 
	 
	REO repurchase proceeds

	461117789
	 
	 
	65,558
	

	 
	 
	REO repurchase proceeds

	474017354
	 
	 
	233,811
	

	 
	 
	REO repurchase proceeds

	428754252
	 
	 
	291,162
	

	 
	 
	REO repurchase proceeds

	472422197
	 
	 
	259,386
	

	 
	 
	REO repurchase proceeds

	428534910
	 
	 
	147,770
	

	 
	 
	REO repurchase proceeds

	474524604
	 
	 
	166,170
	

	 
	 
	REO repurchase proceeds

	292200331
	 
	 
	82,144
	

	 
	 
	REO repurchase proceeds

	429452446
	 
	 
	202,293
	

	 
	 
	REO repurchase proceeds

	418025460
	 
	 
	158,002
	

	 
	 
	REO repurchase proceeds

	294165789
	 
	 
	170,486
	

	 
	 
	REO repurchase proceeds

	320474968
	 
	 
	259,066
	

	 
	 
	REO repurchase proceeds

	430907443
	 
	 
	306,754
	

	 
	 
	REO repurchase proceeds

	329333801
	 
	 
	224,510
	

	 
	 
	REO repurchase proceeds

	479274363
	 
	 
	294,198
	

	 
	 
	REO repurchase proceeds

	466125623
	 
	 
	223,135
	

	 
	 
	REO repurchase proceeds

	479711356
	 
	 
	248,559
	

	 
	 
	REO repurchase proceeds

	431860424
	 
	 
	140,182
	

	 
	 
	REO repurchase proceeds

	417643330
	 
	 
	170,855
	

	 
	 
	REO repurchase proceeds

	457364637
	 
	 
	159,957
	

	 
	 
	REO repurchase proceeds

	356976785
	 
	 
	147,487
	

	 
	 
	REO repurchase proceeds

	471178632
	 
	 
	373,085
	

	 
	 
	REO repurchase proceeds

	446233609
	 
	 
	111,120
	

	 
	 
	REO repurchase proceeds




 



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. 
 


	
		
	1 
	Seller/Servicer ## 101026, 129773, 121767, 153976, 118471, 145842, 148094, 815105 and 277105.

	2 
	Seller/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. 



(c) Effective immediately, the Guarantor hereby absolutely and unconditionally (except as explicitly stated in Section 3(a) below) guarantees to Freddie Mac the performance of the Non- Released Obligations (but only those Non-Released Obligations) under the Partial Release Agreement, which Non-Released Obligations are described in Sections 3(i)(a)(1), 3(i)(a)(2), and/or 4(iii) of the Partial Release Agreement (collectively, the “Obligations”). If a Seller/Servicer defaults in the performance of any of the Obligations, the Guarantor shall be, upon demand by Freddie Mac, responsible for the performance of the Obligations and shall pay to Freddie Mac all amounts owed to Freddie Mac, including any and all damages, costs and/or expenses (including, without limitation, reasonable attorneys’ fees and costs) that Freddie Mac may incur in connection with a Seller/Servicer’s default. This remedy is in addition to, and not in lieu of, any remedies otherwise available to Freddie Mac with respect to the Guarantor or a Seller/Servicer under the Purchase Documents. 
SECTION 2. Guaranty Absolute. The Guarantor guarantees that the Obligations will be performed in strict accordance with the terms of the Purchase Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms or rights of Freddie Mac with respect thereto. Except as set forth in Section 3(a) below, the Guarantor’s liability under this Guaranty shall be absolute and unconditional irrespective of: 
(a) any lack of validity or enforceability of any one or more of the Purchase Documents or any other agreement or instrument relating thereto; 
(b) any change in the time, manner or place of performance of, or in any other term of, the Obligations, or any other amendment or waiver of the terms of the Purchase Documents; 
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of, or consent to, or departure from any other guaranty, for the Obligations; or 
(d) any circumstance that might otherwise constitute a defense to or a discharge of the Guarantor in respect of the Obligations or this Guaranty. 
 
SECTION 3. Guaranty Continuing. This Guaranty is a continuing guaranty and shall: 
 
	
		
	(a)
	remain in full force and effect until:




(i) Freddie Mac has determined (in its sole and absolute discretion) and notified Guarantor in writing that the Bases for Disqualification have been remediated and that the Seller/Servicers comply with all requirements of the Purchase Documents and are otherwise capable of discharging the Obligations and all of their other duties to Freddie Mac; or 
(ii) the Seller/Servicers have each, with Freddie Mac’s prior written approval pursuant to the Guide, transferred all Freddie Mac servicing to a new entity; 
 
	
		
	(b)
	be binding upon the Guarantor, its successors and assigns, and




 
	
		
	(c)
	inure to the benefit of, and be enforceable by, Freddie Mac and its successors, transferees and assigns.




SECTION 4. Waiver by Guarantor. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to the Obligations and this Guaranty and any requirement that Freddie Mac exhaust any right or take any action against a Seller/Servicer or any other person or entity or any collateral. In addition, if the Guarantor shall pay any amount to Freddie Mac to fulfill any undertaking of the Guarantor hereunder, the Guarantor agrees that it will be deemed to have waived any right of subrogation to the rights of Freddie Mac against a Seller/Servicer that would have been available to the 



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 



liability of the Guarantor hereunder: (i) extend, renew, modify, compromise, settle, or release any or all of the Obligations; (ii) release or compromise any liability of any party or parties with respect to the Obligations; (iii) release any security interest in any collateral securing any of the Obligations, or exchange, surrender, or otherwise deal with such collateral as Freddie Mac may determine; or (iv) exercise or refrain from exercising any right or remedy of Freddie Mac. 
SECTION 12. No Third Party Beneficiary. The Guarantor and Freddie Mac do not intend the benefits of this Guaranty to inure to the benefit of any third party, and notwithstanding any term, condition or provision hereof or in any of the applicable Purchase Documents, no third party, including (without limitation) any Seller/Servicer, shall have any right or entitlement under this Guaranty. 
SECTION 13. Governing Law. This Guaranty shall be governed by, and construed in accordance with, the governing laws under the Purchase Documents, as provided in the Guide. 
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered by its duly authorized officer. 	
			
	 
	GMAC Inc.
	 

	 
	 
	 

	 
	By:
	 

	 
	 
	(Signature)

	 
	 
	 

	 
	 
	(Typed Name and Title)






 
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