Common use of Sales and Securitizations Clause in Contracts

Sales and Securitizations. Subject to the servicing standards described in Section 4.1, the Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with the sale and/or Securitization of Eligible Mortgage Loans with the Seller or third-party purchasers. In connection with any Securitization of Eligible Mortgage Loans, in the event the Agent (on behalf of the Principals) receives securities from the Securitization Vehicle in exchange for the Eligible Mortgage Loans subject to such Securitization (“Securitization Securities”), the Servicer shall, on behalf of the Agent (on behalf of the Principals), arrange for the sale of such Securitization Securities. The Servicer shall use its best efforts to realize for the Agent (on behalf of the Principals) the market value for the Securitization Securities but shall have no liability to the Principals with respect to any Securitization or Securitization Security provided that the Servicer arranges for such Securitization or sale in good faith in accordance with the procedures utilized by the Servicer in connection with any Securitization and Securitization Securities held for its own account. The share of the proceeds of sale of any Securitization Security due the Principals and the proceeds of sale of any whole loan will be remitted to the Collection Account for application in accordance with the Repurchase Agreement. All mortgage loans not sold or transferred pursuant to a sale or Securitization shall continue to be serviced in accordance with the terms of this Agreement.

Sales and Securitizations. (a) Subject to the servicing standards described in Section 4.1, the Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with arranging for the sale and/or Securitization of Eligible Mortgage Conforming Loans and conducting sales of Jumbo Loans with the Seller either FNMA, FHLMC, GNMA or third-other Securitization Vehicles or third party purchasers. In connection with any Securitization of Eligible Mortgage Loans, in the event the Agent (on behalf of the Principals) Purchaser receives securities from the Securitization Vehicle in exchange for the Eligible Mortgage Loans subject to such Securitization (“Securitization Securitiza-tion Securities”), the Servicer shall, on behalf of the Agent (on behalf of the Principals)Purchaser, arrange for the sale of such Securitization Securities. The Servicer shall use its best efforts to realize for the Agent (on behalf of the Principals) Purchaser the market value for the Securitization Securities but shall have no liability to the Principals Purchaser with respect to any Securitization or Securitization Security provided that the Servicer arranges for such Securitization or sale in good faith in accordance with the procedures utilized by the Servicer in connection with any Securitization and Securitization Securities held for its own account. The share of the proceeds of sale of any Securitization Security due the Principals and the proceeds of sale of any whole loan will be remitted to the Collection Collateral Agent and will be deposited into the Collateral Account for application in accordance maintained by the Collateral Agent on the day of receipt. (b) With respect to each Securitization or sale, as the case may be, entered into by the Purchaser, Servicer agrees, with prior notice to the Purchaser, the Agent, the Indenture Trustee, the Collateral Agent and the Swap Counterparties: (i) To cooperate fully with the Repurchase AgreementPurchaser, any prospective purchaser, any Securitization Vehicle or any party to any agreement executed in connection with such sale or Securitization, with respect to all reasonable requests and due diligence procedures and to use its best efforts to facilitate such sale or Securitiza-tion, as the case may be. (ii) To execute, if the Company has agreed to continue as servicer with respect to the Eligible Loans sold or Securitized, all agreements executed in connection with such sale or Securitization that govern the servicing and administration of the Eligible Loans (and any agreements and other documents incidental thereto) as the Purchaser shall request, which governing documents, in the case of a Securitization, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions with respect to like properties, or otherwise necessary to achieve the rating on the securities to be offered thereunder sought by the Purchaser and, in the case of a sale, shall contain servicing provisions that are substantially similar to those set forth herein. (iii) At the direction of the Purchaser and in lieu of executing agreements as described in the preceding clause (ii), to consent to the assignment of the Purchaser’s right to receive the benefits of the servicing provisions of this Agreement to a purchaser of any one or more of the Eligible Loans, or to a master servicer, in each case with such modifications to the servicing provisions hereof as shall be reasonably requested by the Purchaser, provided that the primary servicing responsibility shall be substantially similar to those set forth herein. (iv) To restate as of each closing date of the sale or Securitization, as the case may be, the representations and warranties contained in Section 3.1(a) and (b) hereof and to state for the benefit of the owners of the Eligible Loans, for the benefit of the Purchaser, that it has no knowledge, based on its activities as servicer hereunder, that any representations and warranties contained in Section 3.2 hereof (excluding Section 3.2(d) hereof) are untrue as of the date thereof or stating an event or circumstance that arose after the related Closing Date and that would cause such representation or warranty to be inaccurate in any material respect. (v) To deliver to the Purchaser for inclusion in any prospectus or other offering material such written information regarding the Seller, the Servicer, the Additional Seller and PHH Corporation, their respective financial condition, their mortgage loan origination and servicing experience, and their mortgage loan delinquency, foreclosure and loss experience as shall be reasonably requested by the Purchaser and to indemnify and hold harmless the Purchaser against any and all liabilities, losses and expenses arising under the Securities Act of 1933 in connection with any material misstatement contained in such written information or any omission of a material fact the inclusion of which was necessary to make such written information not materially misleading. (vi) To deliver to the Purchaser and to any Person designated by the Purchaser, such statements and audit letter of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant to clause (v) above as shall be reasonably requested by the Purchaser. (vii) To deliver to the Purchaser, and to any Person designated by the Purchaser, such opinions of counsel as are customarily delivered by origina-tors/servicers in connection with sales or Securitizations, as the case may be. Notwithstanding clause (ii) and clause (iii) of this Section 4.2(b), no agreements, consents or modifications referred to therein shall contain any provision that (A) reduces the servicing fee as to any mortgage loan or affects the calculation of the servicing fee as to any mortgage loan in a manner that is below the market standard and commercially unreasonable to the Servicer based on customary practice or (B) affects the administration of Escrow Payments, in a manner that is commercially unreasonable to the Servicer. In addition, in connection with any sale, the Purchaser shall negotiate in good faith with any prospective purchaser of the beneficial ownership of the mortgage loans to incorporate into any agreement relating to the servicing of the mortgage loans on behalf of such prospective purchaser servicing provisions that are similar to those set forth herein and to the industry and market standard. All mortgage loans not sold or transferred pursuant to a sale or Securitization shall continue to be serviced in accordance with the terms of this Agreement.

Sales and Securitizations. (a) Subject to the servicing standards described in Section SECTION 4.1, the Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with arranging for the sale and/or Securitization of Eligible Mortgage Conforming Loans and conducting sales of Jumbo Loans with the Seller either FNMA, FHLMC, GNMA or third-other Securitization Vehicles or third party purchasers. In connection with any Securitization of Eligible Mortgage Loans, in the event the Agent (on behalf of the Principals) Purchaser receives securities from the Securitization Vehicle in exchange for the Eligible Mortgage Loans subject to such Securitization (“Securitization Securities”"SECURITIZATION SECURITIES"), the Servicer shall, on behalf of the Agent (on behalf of the Principals)Purchaser, arrange for the sale of such Securitization Securities. The Servicer shall use its best efforts to realize for the Agent (on behalf of the Principals) Purchaser the market value for the Securitization Securities but shall have no liability to the Principals Purchaser with respect to any Securitization or Securitization Security provided that the Servicer arranges for such Securitization or sale in good faith in accordance with the procedures utilized by the Servicer in connection with any Securitization and Securitization Securities held for its own account. The share of the proceeds of sale of any Securitization Security due the Principals and the proceeds of sale of any whole loan will be remitted to the Collection Collateral Agent and will be deposited into the Collateral Account for application in accordance maintained by the Collateral Agent on the day of receipt. (b) With respect to each Securitization or sale, as the case may be, entered into by the Purchaser, Servicer agrees, with prior notice to the Purchaser, the Agent, the Indenture Trustee, the Collateral Agent and the Swap Counterparties: (i) To cooperate fully with the Repurchase AgreementPurchaser, any prospective purchaser, any Securitization Vehicle or any party to any agreement executed in connection with such sale or Securitization, with respect to all reasonable requests and 49 due diligence procedures and to use its best efforts to facilitate such sale or Securitization, as the case may be. (ii) To execute, if the Company has agreed to continue as servicer with respect to the Eligible Loans sold or Securitized, all agreements executed in connection with such sale or Securitization that govern the servicing and administration of the Eligible Loans (and any agreements and other documents incidental thereto) as the Purchaser shall request, which governing documents, in the case of a Securitization, shall contain provisions customarily included in publicly issued or privately placed rated secondary mortgage market transactions with respect to like properties, or otherwise necessary to achieve the rating on the securities to be offered thereunder sought by the Purchaser and, in the case of a sale, shall contain servicing provisions that are substantially similar to those set forth herein. (iii) At the direction of the Purchaser and in lieu of executing agreements as described in the preceding clause (ii), to consent to the assignment of the Purchaser's right to receive the benefits of the servicing provisions of this Agreement to a purchaser of any one or more of the Eligible Loans, or to a master servicer, in each case with such modifications to the servicing provisions hereof as shall be reasonably requested by the Purchaser, provided that the primary servicing responsibility shall be substantially similar to those set forth herein. (iv) To restate as of each closing date of the sale or Securitization, as the case may be, the representations and warranties contained in Section 3.1(a) and (b) hereof and to state for the benefit of the owners of the Eligible Loans, for the benefit of the Purchaser, that it has no knowledge, based on its activities as servicer hereunder, that any representations and warranties contained in SECTION 3.2 hereof (excluding SECTION 3.2(d) hereof) are untrue as of the date thereof or stating an event or circumstance that arose after the related Closing Date and that would cause such representation or warranty to be inaccurate in any material respect. (v) To deliver to the Purchaser for inclusion in any prospectus or other offering material such written information regarding the Seller, the Servicer, the Additional Seller and PHH Corporation, their respective financial condition, their mortgage loan origination and servicing experience, and their mortgage loan delinquency, foreclosure and loss experience as shall be reasonably requested by the Purchaser and to indemnify and hold harmless the Purchaser against any and all liabilities, losses and expenses arising under the Securities Act of 1933 in connection with any material misstatement contained in such written information or any omission 50 of a material fact the inclusion of which was necessary to make such written information not materially misleading. (vi) To deliver to the Purchaser and to any Person designated by the Purchaser, such statements and audit letter of reputable, certified public accountants pertaining to the written information provided by the Servicer pursuant to clause (v) above as shall be reasonably requested by the Purchaser. (vii) To deliver to the Purchaser, and to any Person designated by the Purchaser, such opinions of counsel as are customarily delivered by originators/servicers in connection with sales or Securitizations, as the case may be. Notwithstanding clause (ii) and clause (iii) of this SECTION 4.2(b), no agreements, consents or modifications referred to therein shall contain any provision that (A) reduces the servicing fee as to any mortgage loan or affects the calculation of the servicing fee as to any mortgage loan in a manner that is below the market standard and commercially unreasonable to the Servicer based on customary practice or (B) affects the administration of Escrow Payments, in a manner that is commercially unreasonable to the Servicer. In addition, in connection with any sale, the Purchaser shall negotiate in good faith with any prospective purchaser of the beneficial ownership of the mortgage loans to incorporate into any agreement relating to the servicing of the mortgage loans on behalf of such prospective purchaser servicing provisions that are similar to those set forth herein and to the industry and market standard. All mortgage loans not sold or transferred pursuant to a sale or Securitization shall continue to be serviced in accordance with the terms of this Agreement.

Sales and Securitizations. Subject to the servicing standards described in Section 4.1, the Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with the sale and/or Securitization of Eligible Mortgage Loans with the Seller or third-party purchasers. In connection with any Securitization of Eligible Mortgage Loans, in the event the Administrative Agent (on behalf of the PrincipalsOwners) receives securities from the Securitization Vehicle in exchange for the Eligible Mortgage Loans subject to such Securitization (“"Securitization Securities”"), the Servicer shall, on behalf of the Administrative Agent (on behalf of the PrincipalsOwners), arrange for the sale of such Securitization Securities. The Servicer shall use its best efforts to realize for the Administrative Agent (on behalf of the PrincipalsOwners) the market value for the Securitization Securities but shall have no liability to the Principals Owners with respect to any Securitization or Securitization Security provided that the Servicer arranges for such Securitization or sale in good faith in accordance with the procedures utilized by the Servicer in connection with any Securitization and Securitization Securities held for its own account. The share of the proceeds of sale of any Securitization Security due the Principals Owners and the proceeds of sale of any whole loan will be remitted to the Collection Administrative Agent and will be deposited into the Collateral Account for application in accordance with reduction of the Repurchase AgreementNet Investment. All mortgage loans not sold or transferred pursuant to a sale or Securitization shall continue to be serviced in accordance with the terms of this Agreement.

Sales and Securitizations. Subject to the servicing standards described in Section 4.1, the Servicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary and desirable in connection with the sale and/or Securitization of Eligible Mortgage Loans with the Seller or third-party purchasers. In connection with any Securitization of Eligible Mortgage Loans, in the event the Administrative Agent (on behalf of the PrincipalsOwners) receives securities from the Securitization Vehicle in exchange for the Eligible Mortgage Loans subject to such Securitization (“Securitization Securities”), the Servicer shall, on behalf of the Administrative Agent (on behalf of the PrincipalsOwners), arrange for the sale of such Securitization Securities. The Servicer shall use its best efforts to realize for the Administrative Agent (on behalf of the PrincipalsOwners) the market value for the Securitization Securities but shall have no liability to the Principals Owners with respect to any Securitization or Securitization Security provided that the Servicer arranges for such Securitization or sale in good faith in accordance with the procedures utilized by the Servicer in connection with any Securitization and Securitization Securities held for its own account. The share of the proceeds of sale of any Securitization Security due the Principals Owners and the proceeds of sale of any whole loan will be remitted to the Collection Administrative Agent and will be deposited into the Collateral Account for application in accordance with reduction of the Repurchase AgreementNet Investment. All mortgage loans not sold or transferred pursuant to a sale or Securitization shall continue to be serviced in accordance with the terms of this Agreement.