determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes.
(b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses.
11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of Ally Bank and the Depositor or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or either of Ally Bank or the Depositor or any of their respective officers or directors or any controlling persons, and will survive delivery of and payment for the Offered Notes.
12. Notices. All communications hereunder will be in writing, and, if sent to the Representatives, will be mailed, delivered or sent by facsimile transmission and confirmed to the Representatives at: BofA Securities, Inc., 1 Bryant Park, Floor 11, New York, NY 10036, Attention: Carl Anderson, facsimile: (646) 855-5076; Deutsche Bank Securities Inc., 60 Wall Street, 5th Floor, New York, New York 10005, Attention: Katherine Bologna, facsimile: (646) 374-1086; Lloyds Securities Inc., 1095 Avenue of the Americas, New York, New York 10036, Attention: Parker Russell; Citigroup Global Markets Inc., 388 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Brian Chin, facsimile: (646) 719-2221; and J.P. Morgan Securities LLC, 383 Madison Avenue, 8th Floor, New York, New York, 10179, Attention: Billy Wong, facsimile: (212) 834-6352; or if sent to the Depositor, will be mailed, delivered or sent by facsimile transmission and confirmed to it at 500 Woodward Avenue, Detroit, Michigan 48226; Attention: Structured Funding Executive, facsimile: (313) 665-6351; or if sent to Ally Bank, will be mailed, delivered or sent by facsimile transmission and confirmed to it at 200 West Civic Center Drive, Sandy, Utah 84070, Attention: Chief Financial Officer, facsimile: (801) 790-5062.
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.