Common use of Guarantee of Seller’s Representations and Warranties, Servicer’s Performance and Payment Obligations Clause in Contracts

Guarantee of Seller’s Representations and Warranties, Servicer’s Performance and Payment Obligations. For value received, and in consideration of the financial accommodation accorded to the Company by the Purchaser under this Repurchase Agreement, PHH Corporation (the “Guarantor”) hereby fully, unconditionally, and irrevocably guarantees to the Purchaser, the holders of all the holders of the Commercial Paper and the APA Purchasers (i) with respect to the Seller, the representations and warranties set forth in Section 3.2 hereof, and (ii) as to the Servicer, the due performance of, and punctual payment of all amounts payable by, the Company, in its capacity as Servicer under this Agreement when and as such obligations hereunder shall become due and, in the case of any payments, payable. The Guarantor will ensure the performance and payment of every act, duty, obligation, agreement and responsibility of the Servicer set forth herein. In case of the failure or inability of (i) the Seller, regarding its obligations pursuant to Section 3.3 hereof with respect to a breach of a representation or warranty made in Section 3.2 hereof, (iii) the Seller, with respect to its obligations pursuant to Section 2.2(b) and 3.5 hereof and (iii) the Servicer to punctually perform any such act, duty, obligation, responsibility or agreement or to pay punctually any such amounts, the Guarantor hereby agrees, upon written demand by the Purchaser, to, as applicable, (i) perform any such act, duty, obligation, responsibility or agreement and (ii) pay or cause to be paid any such amount, punctually when and as the same shall become due and, in the case of any payment, payable (exclusive of any grace period). (a) Guarantor hereby agrees that its obligations under this Section 14.1 constitute a guarantee of performance and payment when due and not of collection. (b) Guarantor hereby agrees that its obligations under this Section 14.1 shall be unconditional, irrespective of the validity, regularity or enforceability of this Repurchase Agreement against the Servicer, the absence of any action to enforce the Servicer’s obligations under this Repurchase Agreement, any waiver or consent by the Purchaser, or the APA Purchasers with respect to any provisions thereof, the entry by the Servicer and the Purchaser into additional transactions under this Repurchase Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the defenses of statute of limitations or payment, which are not waived); provided, however, that Guarantor shall be entitled to exercise any right that the Servicer could have exercised under this Repurchase Agreement to cure any default in respect of its obligations under this Repurchase Agreement or to set-off, counterclaim or withhold payment in respect of any event of default or potential event of default in respect of the Purchaser or any Affiliate, but only to the extent such right is provided to the Servicer under this Repurchase Agreement. The Guarantor acknowledges that the Servicer and the Purchaser may from time to time enter into one or more transactions pursuant to this Repurchase Agreement and agrees that the obligations of the Guarantor under this Section 13.1 will upon the execution of any such transaction by the Servicer and the Purchaser extend to all such transactions without the taking of further action by the Guarantor. (c) The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with this Repurchase Agreement and this Section 14.1, or (ii) any requirement that the Administrative Agent, the Purchaser or the APA Purchasers exhaust any right to take any action against the Servicer or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Section 14.1. (d) Each of the parties hereby confirms that it has executed the Creditor Acknowledgment and Agreement, dated as of December 11, 1998, a form of which is attached hereto as Exhibit H.

Guarantee of Seller’s Representations and Warranties, Servicer’s Performance and Payment Obligations. For value received, and in consideration of the financial accommodation accorded to the Company by the Purchaser Agent and the Principals under this Repurchase Agreementthe Transaction Documents, PHH Corporation (the “Performance Guarantor”) hereby fully, unconditionally, and irrevocably guarantees to the PurchaserAgent, each Principal, the holders of all the holders of the Commercial Paper Short-Term Notes and the APA Purchasers (i) with respect to the Seller, the representations and warranties set forth herein and in Section 3.2 hereofthe other Transaction Documents, and (ii) as to the Servicer, the due performance of, and punctual payment of all amounts payable by, the Company, in its capacity as Servicer under this Agreement and the other Transaction Documents when and as such obligations hereunder shall become due and, in the case of any payments, payable. The Performance Guarantor will ensure the performance and payment of every act, duty, obligation, agreement and responsibility of the Servicer set forth herein. In case of the failure or inability of (i) the Seller, regarding its obligations pursuant to Section 3.3 hereof with respect to a breach of a representation or warranty made in Section 3.2 hereofany Transaction Document, (iii) the Seller, with respect to its obligations pursuant to Section 2.2(b) and 3.5 hereof and (iii) the Servicer to punctually perform any such act, duty, obligation, responsibility or agreement or to pay punctually any such amounts, the Performance Guarantor hereby agrees, upon written demand by the PurchaserAgent, to, as applicable, (i) perform any such act, duty, obligation, responsibility or agreement and (ii) pay or cause to be paid any such amount, punctually when and as the same shall become due and, in the case of any payment, payable (exclusive of any grace period). (a) Performance Guarantor hereby agrees that its obligations under this Section 14.1 13.1 constitute a guarantee of performance and payment when due and not of collection. (b) Performance Guarantor hereby agrees that its obligations under this Section 14.1 13.1 shall be unconditional, irrespective of the validity, regularity or enforceability of this Repurchase Agreement or any other Transaction Document against the ServicerCompany, the absence of any action to enforce the ServicerCompany’s obligations under this Repurchase Agreementany Transaction Document, any waiver or consent by the PurchaserAgent, and Principal or the any APA Purchasers Purchaser with respect to any provisions thereof, the entry by the Servicer Company and the Purchaser Agent and the Principals into additional transactions under this the Repurchase Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the defenses of statute of limitations or payment, which are not waived); provided, however, that Performance Guarantor shall be entitled to exercise any right that the Servicer could have exercised under this Repurchase Agreement any Transaction Document to cure any default in respect of its obligations under this Repurchase Agreement thereunder or to set-off, counterclaim or withhold payment in respect of any event of default or potential event of default in respect of the Purchaser Agent or any Principal or any Affiliate, but only to the extent such right is provided to the Servicer Company under this Repurchase Agreementthe applicable Transaction Document. The Performance Guarantor acknowledges that the Servicer and the Purchaser Agent (for and on behalf of the Principals) may from time to time enter into one or more transactions pursuant to this the Repurchase Agreement and agrees that the obligations of the Performance Guarantor under this Section 13.1 will upon the execution of any such transaction by the Servicer and the Purchaser extend to all such transactions without the taking of further action by the Performance Guarantor. (c) The Performance Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with this Repurchase Agreement any Transaction Document and this Section 14.113.1, or (ii) any requirement that the Administrative Agent, the any Principal or any APA Purchaser or the APA Purchasers exhaust any right to take any action against the Servicer Company or any other person prior to or contemporaneously with proceeding to exercise any right against the Performance Guarantor under this Section 14.113.1. (d) Each of the parties hereby confirms that it has executed the Creditor Acknowledgment and Agreement, dated as of December 11, 1998, a form of which is attached hereto as Exhibit H.

Guarantee of Seller’s Representations and Warranties, Servicer’s Performance and Payment Obligations. For value received, and in consideration of the financial accommodation accorded to the Company by the Purchaser Agent and the Principals under this Repurchase Agreementthe Transaction Documents, PHH Corporation (the “Performance Guarantor”) hereby fully, unconditionally, and irrevocably guarantees to the PurchaserAgent, each Principal, the holders of all the holders of the Commercial Paper Short-Term Notes and the APA Purchasers (i) with respect to the Seller, the representations and warranties set forth herein and in Section 3.2 hereofthe other Transaction Documents, and (ii) as to the Servicer, the due performance of, and punctual payment of all amounts payable by, the Company, in its capacity as Servicer under this Agreement and the other Transaction Documents when and as such obligations hereunder shall become due and, in the case of any payments, payable. The Performance Guarantor will ensure the performance and payment of every act, duty, obligation, agreement and responsibility of the Servicer set forth herein. In case of the failure or inability of (i) the Seller, regarding its obligations pursuant to Section 3.3 hereof with respect to a breach of a representation or warranty made in Section 3.2 hereofany Transaction Document, (iii) the Seller, with respect to its obligations pursuant to Section 2.2(b) and 3.5 hereof and (iii) the Servicer to punctually perform any such act, duty, obligation, responsibility or agreement or to pay punctually any such amounts, the Performance Guarantor hereby agrees, upon written demand by the PurchaserAgent, to, as applicable, (i) perform any such act, duty, obligation, responsibility or agreement and (ii) pay or cause to be paid any such amount, punctually when and as the same shall become due and, in the case of any payment, payable (exclusive of any grace period). (a) Performance Guarantor hereby agrees that its obligations under this Section 14.1 13.1 constitute a guarantee of performance and payment when due and not of collection. (b) Performance Guarantor hereby agrees that its obligations under this Section 14.1 13.1 shall be unconditional, irrespective of the validity, regularity or enforceability of this Repurchase Agreement or any other Transaction Document against the ServicerCompany, the absence of any action to enforce the Servicer’s Company's obligations under this Repurchase Agreementany Transaction Document, any waiver or consent by the PurchaserAgent, and Principal or the any APA Purchasers Purchaser with respect to any provisions thereof, the entry by the Servicer Company and the Purchaser Agent and the Principals into additional transactions under this the Repurchase Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the defenses of statute of limitations or payment, which are not waived); provided, however, that Performance Guarantor shall be entitled to exercise any right that the Servicer could have exercised under this Repurchase Agreement any Transaction Document to cure any default in respect of its obligations under this Repurchase Agreement thereunder or to set-off, counterclaim or withhold payment in respect of any event of default or potential event of default in respect of the Purchaser Agent or any Principal or any Affiliate, but only to the extent such right is provided to the Servicer Company under this Repurchase Agreementthe applicable Transaction Document. The Performance Guarantor acknowledges that the Servicer and the Purchaser Agent (for and on behalf of the Principals) may from time to time enter into one or more transactions pursuant to this the Repurchase Agreement and agrees that the obligations of the Performance Guarantor under this Section 13.1 will upon the execution of any such transaction by the Servicer and the Purchaser extend to all such transactions without the taking of further action by the Performance Guarantor. (c) The Performance Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with this Repurchase Agreement any Transaction Document and this Section 14.113.1, or (ii) any requirement that the Administrative Agent, the any Principal or any APA Purchaser or the APA Purchasers exhaust any right to take any action against the Servicer Company or any other person prior to or contemporaneously with proceeding to exercise any right against the Performance Guarantor under this Section 14.113.1. (d) Each of the parties hereby confirms that it has executed the Creditor Acknowledgment and Agreement, dated as of December 11, 1998, a form of which is attached hereto as Exhibit H.

Guarantee of Seller’s Representations and Warranties, Servicer’s Performance and Payment Obligations. For value received, and in consideration of the financial accommodation accorded to the Company by the Purchaser under this Repurchase Agreement, PHH Corporation (the “"Guarantor”") hereby fully, unconditionally, and irrevocably guarantees to the Purchaser, the holders of all the holders of the Commercial Paper and the APA Purchasers (i) with respect to the Seller, the representations and warranties set forth in Section 3.2 hereof, and (ii) as to the Servicer, the due performance of, and punctual payment of all amounts payable by, the Company, in its capacity as Servicer under this Agreement when and as such obligations hereunder shall become due and, in the case of any payments, payable. The Guarantor will ensure the performance and payment of every act, duty, obligation, agreement and responsibility of the Servicer set forth herein. In case of the failure or inability of (i) the Seller, regarding its obligations pursuant to Section 3.3 hereof with respect to a breach of a representation or warranty made in Section 3.2 hereof, (iii) the Seller, with respect to its obligations pursuant to Section 2.2(b) and 3.5 hereof and (iii) the Servicer to punctually perform any such act, duty, obligation, responsibility or agreement or to pay punctually any such amounts, the Guarantor hereby agrees, upon written demand by the Purchaser, to, as applicable, (i) perform any such act, duty, obligation, responsibility or agreement and (ii) pay or cause to be paid any such amount, punctually when and as the same shall become due and, in the case of any payment, payable (exclusive of any grace period). (a) Guarantor hereby agrees that its obligations under this Section 14.1 constitute a guarantee of performance and payment when due and not of collection. (b) Guarantor hereby agrees that its obligations under this Section 14.1 shall be unconditional, irrespective of the validity, regularity or enforceability of this Repurchase Agreement against the Servicer, the absence of any action to enforce the Servicer’s 's obligations under this Repurchase Agreement, any waiver or consent by the Purchaser, or the APA Purchasers with respect to any provisions thereof, the entry by the Servicer and the Purchaser into additional transactions under this Repurchase Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the defenses of statute of limitations or payment, which are not waived); provided, however, that Guarantor shall be entitled to exercise any right that the Servicer could have exercised under this Repurchase Agreement to cure any default in respect of its obligations under this Repurchase Agreement or to set-off, counterclaim or withhold payment in respect of any event of default or potential event of default in respect of the Purchaser or any Affiliate, but only to the extent such right is provided to the Servicer under this Repurchase Agreement. The Guarantor acknowledges that the Servicer and the Purchaser may from time to time enter into one or more transactions pursuant to this Repurchase Agreement and agrees that the obligations of the Guarantor under this Section 13.1 will upon the execution of any such transaction by the Servicer and the Purchaser extend to all such transactions without the taking of further action by the Guarantor. (c) The Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with this Repurchase Agreement and this Section 14.1, or (ii) any requirement that the Administrative Agent, the Purchaser or the APA Purchasers exhaust any right to take any action against the Servicer or any other person prior to or contemporaneously with proceeding to exercise any right against the Guarantor under this Section 14.1. (d) Each of the parties hereby confirms that it has executed the Creditor Acknowledgment and Agreement, dated as of December 11, 1998, a form of which is attached hereto as Exhibit H.