EXECUTION COPY
ADMINISTRATION AGREEMENT
among
PHH MORTGAGE TRUST, SERIES 2008-CIM2,
as Issuer
HSBC BANK USA, NATIONAL ASSOCIATION,
as Indenture Trustee,
XXXXX FARGO BANK, N.A.,
as Securities Administrator,
LASALLE NATIONAL TRUST DELAWARE,
as Owner Trustee
and
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.,
as Depositor
Dated as of July 25, 2008
This Administration Agreement (the "Agreement") is entered into as of July 25, 2008 among PHH MORTGAGE
TRUST, SERIES 2008-CIM2, a Delaware statutory trust (the "Issuer"), HSBC BANK USA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as indenture trustee (the "Indenture
Trustee"), XXXXX FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as
securities administrator (the "Securities Administrator"), LASALLE NATIONAL TRUST DELAWARE, not in its individual
capacity but solely as owner trustee of the Issuer (the "Owner Trustee") and CREDIT SUISSE FIRST BOSTON MORTGAGE
ACCEPTANCE CORP. (as Depositor).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Indenture, the Trust Agreement or the Sale and Servicing Agreement (each as defined herein).
W I T N E S S E T H:
WHEREAS, the Issuer is a statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801 et
seq.) created by an initial trust agreement, dated as of July 24, 2008, between the Depositor and the Owner
Trustee, as amended and restated by an amended and restated trust agreement, dated as of July 25, 2008, among the
Depositor, the Owner Trustee and the Securities Administrator (the "Trust Agreement") and a certificate of trust
filed with the Secretary of State of the State of Delaware on July 24, 2008;
WHEREAS, the Issuer will issue under an indenture its PHH Mortgage Trust, Series 2008-CIM2, Mortgage
Backed Notes, Series 2008-CIM2 (the "Notes") and, under the Trust Agreement, the Owner Trust Certificates (the
"Owner Trust Certificates" and collectively with the Notes, the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more particularly set forth in the
Indenture, dated as of July 1, 2008 (the "Indenture"), among the Issuer, the Securities Administrator and the
Indenture Trustee;
WHEREAS, the Owner Trust Certificates will be issued pursuant to the Trust Agreement and will represent
undivided beneficial ownership interests in the Trust;
WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the
Securities, including (i) a sale and servicing agreement dated as of July 1, 2008 (the "Sale and Servicing
Agreement"), among the Issuer, as issuer, the Depositor, as depositor, Chimera Investment Corporation, as seller
(the "Seller"), Xxxxx Fargo Bank, N.A., as master servicer (in such capacity, the "Master Servicer"), the
Securities Administrator, and the Indenture Trustee, (ii) the Letter of Representations dated July 24, 2008,
between the Issuer and The Depository Trust Company relating to the Notes (the "Depository Agreement") and
(iii) the Indenture (the Sale and Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement being hereinafter referred to collectively as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer is required to perform certain duties in
connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (b) the undivided beneficial ownership interests in the Issuer represented by the Owner Trust Certificates
(the registered holders of such interests being referred to herein as the "Certificateholders");
WHEREAS, the Owner Trustee has agreed to perform certain of the duties of the Issuer referred to in the
preceding clause in accordance with the provisions of the Trust Agreement;
WHEREAS, the Issuer desires to have the Securities Administrator and the Depositor perform certain other
duties of the Issuer referred to in the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer or the Owner Trustee may from time to time
reasonably request; and
WHEREAS, the Securities Administrator and the Depositor have the capacity to provide the services
required by such applicable party hereunder and are willing to perform such services for the Issuer or the Owner
Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
Section 1. Duties of the Securities Administrator.
(a) The Securities Administrator agrees to perform all of the duties of the Issuer under the
Depository Agreement. In addition, the Securities Administrator shall take all appropriate actions that are the
duties of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust
Agreement, the Sale and Servicing Agreement and the Indenture:
(i) the duty to cause the Note Register to be kept and to give the Indenture Trustee
notice of any appointment of a new Note Registrar and the location, or change in location, of the Note
Register (Section 2.04 of the Indenture);
(ii) preparing and delivering replacement Owner Trust Certificates and causing each Owner
Trust Certificate to contain a legend substantially in the form of the applicable legends provided in
Exhibit A to the Trust Agreement (Sections 3.02 and 3.03 of the Trust Agreement);
(iii) causing the preparation of Definitive Notes in accordance with the instructions of any
Clearing Agency, the duty to attempt to locate a qualified successor to the Clearing Agency, if
necessary, and the preparation of written notice to the Indenture Trustee of termination of the
book-entry system through the Clearing Agency (Section 2.12 of the Indenture);
(iv) the maintenance of an office where Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and
the Indenture may be served (Section 3.02 of the Indenture);
(v) the maintenance of an office for registration of transfer or exchange of the Owner
Trust Certificates (Section 3.08 of the Trust Agreement);
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(vi) the preparation and delivery of an Issuer Order required to appoint a successor Paying
Agent, the preparation and giving of prior written notice to the Indenture Trustee of the appointment of
new or additional Paying Agents, and the duty to cause newly appointed Paying Agents to execute and
deliver to the Indenture Trustee the instrument specified in Section 3.03 of the Indenture regarding
funds held in trust (Section 3.03 of the Indenture);
(vii) the preparation of an Issuer Order required to direct the Paying Agent to pay to the
Securities Administrator all sums held in trust by the Paying Agent (Section 3.03 of the Indenture);
(viii) upon receipt of written notice from the Owner Trustee or actual knowledge thereof by a
Responsible Officer of the Securities Administrator, the notification to the Indenture Trustee and each
Rating Agency of an Event of Default under the Sale and Servicing Agreement required pursuant to
Section 3.07(d) of the Indenture;
(ix) upon receipt of written notice from the Owner Trustee, or actual knowledge thereof by
a Responsible Officer of the Securities Administrator, the preparation and delivery of written notice to
the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each
default on the part of the Securities Administrator, the Master Servicer, a Servicer or the Depositor,
as applicable, under the Sale and Servicing Agreement (Section 3.17 of the Indenture);
(x) the furnishing of the Indenture Trustee with the names and addresses of Holders of
Notes during any period when the Indenture Trustee is not the Note Registrar of a list, in such form
mutually agreed upon by the Indenture Trustee and Securities Administrator (Section 7.01 of the
Indenture);
(xi) the mailing to the Noteholders of notices with respect to their consent to any
supplemental indentures (Sections 9.01 and 9.02 of the Indenture);
(xii) causing the preparation of the Notes for execution by the Owner Trustee upon their
issuance and upon the registration of any transfer or exchange of the Notes and the preparation of new
Notes for execution by the Owner Trustee (Sections 2.02, 2.04, 2.05 and 9.06 of the Indenture);
(xiii) causing the preparation of an Issuer Order and related documents for authentication of
the Notes, executing such Issuer Order on behalf of the Issuer and causing delivery thereof to the
Indenture Trustee (Section 2.02 of the Indenture);
(xiv) causing the preparation and filing of any financing statements, continuation
statements, instruments of further assurance and other instruments necessary to protect the Collateral
(Section 3.05 of the Indenture);
(xv) providing notice to the Depositor, the Owner Trustee and the Indenture Trustee upon
actual knowledge by the Securities Administrator of a breach of the Issuer's Negative Covenants set
forth in Section 3.08 of the Indenture;
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(xvi) to the extent the Securities Administrator has actual knowledge thereof, the delivery
of notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture
or any event which would become an Event of Default under Section 5.01(a)(iii) of the Indenture
(Sections 3.17 and 5.01(b) of the Indenture);
(xvii) cooperating with any Certificateholder that wishes to apply for a refund of
withholding tax pursuant to Section 4.02(c) of the Trust Agreement;
(xviii) consulting with the Owner Trustee regarding the duties of the Issuer under the Sale
and Servicing Agreement and the Indenture. The Securities Administrator shall monitor the performance
of the Issuer and shall notify the Owner Trustee when action is necessary to comply with the Issuer's
duties under the Sale and Servicing Agreement and the Indenture;
(xix) preparation and furnishing to each Rating Agency and the Indenture Trustee notice of
any exercise of a Clean-Up Call Right in accordance with Section 10.02 of the Indenture (Section 10.01
of the Indenture);
(xx) recording the Indenture if the Indenture is subject to recording in any appropriate
public recording office (Section 11.14 of the Indenture);
(xxi) preparing and delivering the written notice to the Holders required under Section 5.06
of the Trust Agreement;
(xxii) distributing promptly, upon the written request of a Proposer, to all
Certificateholders any request for action or consent of Certificateholders submitted by such Proposer,
providing a reasonable method for collecting responses to such request, and tabulating and reporting the
results thereof to the Certificateholders and the Owner Trustee (Section 5.07 of the Trust Agreement);
(xxiii) keeping proper books of record and account of all the transactions under the Trust
Agreement (Section 6.03 of the Trust Agreement);
(xxiv) preparation, filing, and delivery on behalf of the Issuer of the reports required
pursuant to Section 7.03 of the Indenture;
(xxv) preparing and delivering to the Note Registrar an Issuer Order, directing the Note
Registrar to destroy or return cancelled Notes to the Issuer (Section 2.08 of the Indenture); and
(xxvi) any other duties expressly required to be performed by the Securities Administrator
under the Indenture, the Sale and Servicing Agreement or the Trust Agreement.
To the extent the Securities Administrator is giving notice or making a delivery in performing duties of
the Issuer or the Owner Trustee hereunder, the Securities Administrator shall be deemed to have given such notice
or made such delivery to itself on behalf of the Issuer or the Owner Trustee, as applicable.
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(b) The Securities Administrator shall take all appropriate action with respect to the following
matters under the Indenture:
(i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01,
2.02, 2.04, 2.05 and 2.10 of the Indenture);
(ii) the duties of Note Registrar (Sections 2.03, 2.04, 2.07 and 2.11 of the Indenture);
(iii) the provision of notices and instructions to the Clearing Agency (Section 2.11 of the
Indenture); and
(iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture).
(c) The Securities Administrator shall perform, or cause to be performed on behalf of the Issuer,
any duties expressly required to be performed by it under the Trust Agreement, including its duties as
Certificate Paying Agent and Certificate Registrar.
(d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the
Securities Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in accordance with any directions received
from the Issuer and shall be, in the Securities Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
In carrying out the foregoing duties and its duties under any other Operative Document, the Securities
Administrator shall be subject to the same standard of care and have the same rights, indemnifications and
immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to
reimbursement and indemnification. The Securities Administrator shall not be required to take notice or be
deemed to have notice or knowledge of (a) any Event of Default or Default under the Indenture or (b) any Event of
Default under the Sale and Servicing Agreement, unless a Responsible Officer of the Securities Administrator
assigned to and working in its corporate trust department obtains actual knowledge of any such event or default
or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the
Securities Administrator is entitled to conclusively assume that no such event or default has occurred. The
Securities Administrator shall, pursuant to Section 6.06 of the Indenture and Section 4.04 of the Trust
Agreement, deliver to each Noteholder such information with respect to the Notes as may be required to enable
such holder to prepare its federal and state income tax returns and shall file such information returns with the
Internal Revenue Service with respect to payments or accruals of interest and Original Issue Discount, if any,
on the Notes as are required to be filed under the Code or applicable Treasury Regulations.
The Securities Administrator in its capacity as the Certificate Registrar, and upon a request received
from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust
Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice to be given to the
Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee
under the Trust Agreement.
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(e) The Issuer shall indemnify the Owner Trustee, the Indenture Trustee and the Securities
Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense
incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance
or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the
reasonable costs and expenses of defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this
Agreement.
Section 2. Duties of the Depositor With Respect to the Indenture.
(a) The Depositor shall take all appropriate action that is the duty of the Issuer to take with
respect to the following matters under the Indenture (references are to sections of the Indenture):
(i) causing the obtaining and delivery to the Indenture Trustee and the Securities
Administrator of the Opinion of Counsel as to Collateral (Section 3.06 of the Indenture);
(ii) causing the preparation and delivery to the Indenture Trustee of an Officer's
Certificate (and executing the same on behalf of the Issuer) and the obtaining and delivery to the
Indenture Trustee of an Opinion of Counsel with respect to any request by the Issuer to the Indenture
Trustee to take any action under the Indenture, and, if required by the Trust Indenture Act, an
Independent Certificate from a firm of certified public accountants (Sections 4.01 and 11.01 of the
Indenture);
(iii) causing the preparation and delivery to the Indenture Trustee and the Securities
Administrator of an Issuer Order and Officer's Certificate (and executing the same on behalf of the
Issuer) and the obtaining and delivery to the Indenture Trustee and the Securities Administrator of an
Opinion of Counsel, if necessary, for the release of the Collateral, and, if required by the Trust
Indenture Act, an Independent Certificate (Section 8.04 of the Indenture);
(iv) causing the preparation and delivery to the Securities Administrator of an Officer's
Certificate (and executing the same on behalf of the Issuer) after the end of each fiscal year of the
Issuer (Section 3.09 of the Indenture);
(v) causing the obtaining of an Opinion of Counsel with respect to the recording of the
Indenture (Section 11.14 of the Indenture); and
(vi) causing the preparation of Issuer Orders and Officer's Certificates (and executing the
same on behalf of the Issuer) with respect to the execution of supplemental indentures and, if
necessary, the mailing to the Noteholders of notices with respect to their consent to such supplemental
indentures (Sections 9.01, 9.02 and 9.03 of the Indenture).
(b) In addition to the duties of the Depositor set forth above, the Depositor shall prepare for
execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents,
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reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Related Agreements, and at the request of the Owner Trustee (except as specifically
set forth herein) shall take all appropriate additional action that it is the duty of the Issuer to take pursuant
to the Related Agreements. In accordance with the directions of the Owner Trustee, the Depositor shall
administer, perform or supervise the performance of such other activities in connection with the Collateral
(including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly
requested by the Owner Trustee and are reasonably within the capability of the Depositor.
Section 3. Duties of the Securities Administrator with Respect to the Collateral. The Issuer hereby
authorizes the Securities Administrator to file in any filing office any financing statement, amendment to
financing statement (to the extent a Responsible Officer of the Securities Administrator has actual knowledge or
receives written notice that an amendment is required to be filed) or continuation statement required to be
executed pursuant to Section 3.05 of the Indenture; and the Securities Administrator agrees that it shall file
any continuation statement necessary to maintain the effectiveness of any financing statement filed with respect
to the Collateral pursuant to the Indenture (provided that it has been furnished with a copy of the filed
financing statement by the Issuer, Depositor or Indenture Trustee with the related filing information, including
the date, location and filing number of the filed financing statement, on a timely basis), and the Securities
Administrator agrees to file any amendment to any such filed financing statement to the extent a Responsible
Officer of the Securities Administrator receives written notice and instruction (including necessary information)
from the Issuer, the Depositor or the Indenture Trustee on a timely basis that such amendment is required to be
filed (Section 3.05 of the Indenture).
Section 4. Records. The Securities Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and records shall be accessible for
inspection by the Issuer and the Depositor at any time during normal business hours.
Section 5. Compensation. The Securities Administrator shall perform the duties and provide the
services called for under Section 1 above for such compensation as shall be agreed upon between the Securities
Administrator and the Master Servicer. The fees and disbursements of the attorneys delivering any Opinion of
Counsel, and any other amounts of out-of-pocket expenses reasonably incurred by the Securities Administrator
pursuant to this Agreement shall be paid or reimbursed by the Issuer.
Section 6. Independence of the Securities Administrator. For all purposes of this Agreement, the
Securities Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the Securities Administrator shall have no
authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an
agent of the Issuer or the Owner Trustee.
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Section 7. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Securities
Administrator and either of the Issuer or the Owner Trustee, as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
Section 8. Other Activities of Securities Administrator and the Depositor. Nothing herein shall
prevent the Securities Administrator, the Depositor or their respective Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as a Securities Administrator for any
other person or entity even though such person or entity may engage in business activities similar to those of
the Issuer or the Owner Trustee.
Section 9. Term of Agreement; Resignation and Removal of Securities Administrator.
(a) This Agreement shall continue in force until the termination of the Trust Agreement in
accordance with its terms, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 9(e) hereof, the Securities Administrator may resign its duties hereunder by
providing the Issuer with at least 60 days' prior written notice.
(c) Subject to Section 9(e) hereof, the Issuer may remove the Securities Administrator immediately
upon written notice of termination from the Issuer to the Securities Administrator if any of the following events
shall occur:
(i) the Securities Administrator shall default in the performance of any of its duties
under this Agreement and, after notice of such default, shall not cure such default within ten (10) days
(or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of
cure as shall be reasonably satisfactory to the Issuer); or
(ii) a court having jurisdiction in the premises shall (x) enter a decree or order for
relief, which decree or order shall not have been vacated within sixty (60) days, in respect of the
Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Securities Administrator or any substantial part of
its property, or (z) order the winding-up or liquidation of the Securities Administrator's affairs; or
(iii) the Securities Administrator shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities
Administrator or any substantial part of its property, shall consent to the taking of possession by any
such official of any substantial part of its property, shall make any general assignment for the benefit
of creditors or shall fail generally to pay its debts as they become due.
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The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this
Section 9(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within
seven days after the occurrence of such event.
(d) No resignation or removal of the Securities Administrator pursuant to this Section 9 shall be
effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance
with the Sale and Servicing Agreement and (ii) such successor Securities Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound
hereunder.
If a successor Securities Administrator does not take office within sixty (60) days after the retiring
Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer
may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator.
(e) The appointment of any successor Securities Administrator shall be effective only after receipt
of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or
withdrawal of the then current ratings of the Notes.
(f) Subject to Sections 9(e) and this Section 9(f), the Securities Administrator acknowledges that
upon the appointment of a successor Master Servicer pursuant to the Sale and Servicing Agreement, the Securities
Administrator shall immediately resign and such successor Master Servicer shall automatically become the
Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to
assume the duties of the Securities Administrator under the terms and conditions of this Agreement in its
acceptance of appointment as successor Master Servicer.
Section 10. Action upon Termination, Resignation or Removal of the Securities Administrator. Promptly
upon the effective date of termination of this Agreement or the resignation or removal of the Securities
Administrator pursuant to Section 9 hereof, the Securities Administrator shall be entitled to be paid all fees
and reimbursable expenses, including any reasonable out-of-pocket attorneys' fees, accruing to it to the date of
such termination, resignation or removal. The Securities Administrator shall forthwith upon such termination
pursuant to Section 9 deliver to the successor Securities Administrator all property and documents of or relating
to the Collateral then in the custody of the Securities Administrator, or if this Agreement has been terminated,
to the Depositor. In the event of the resignation or removal of the Securities Administrator pursuant to
Section 9, the Securities Administrator shall cooperate with the Issuer and take all reasonable steps requested to
assist the Issuer in making an orderly transfer of the duties of the Securities Administrator.
Section 11. Reporting Requirements of the Commission. The Securities Administrator shall provide the
required assessments, attestations and reports and otherwise comply with Sections 3.16, 3.17, 3.18 and 3.19 of
the Sale and Servicing Agreement.
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Section 12. Notices. Any notice, report or other communication given hereunder shall be in writing,
delivered by mail, overnight courier or facsimile and addressed as follows:
(a) if to the Issuer, to:
PHH Mortgage Trust, Series 2008-CIM2
c/o LaSalle National Trust Delaware
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Fax: (000) 000-0000
(b) if to the Securities Administrator, to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Client Manager - PHH Mortgage Trust, Series 2008-CIM2
Fax: (000) 000-0000
(c) if to the Owner Trustee, to:
LaSalle National Trust Delaware
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Fax: (000) 000-0000
(d) if to the Depositor, to:
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx
Xxx Xxxx, Xxx Xxxx, 00000-0000
Attention: Xxxxx Xxxx
(e) if to the Indenture Trustee, to:
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust and Loan Agency,
PHH Mortgage Trust, Series 2008-CIM2
or to such other address as any party shall have provided to the other parties in writing. Any notice required
to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid,
hand delivered or faxed to the address of such party as provided above.
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Section 13. Amendments.
(a) This Agreement may be amended from time to time by the parties hereto, without notice to or the
consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein to conform to or be
consistent with or in furtherance of the statements made with respect to the Securities, the Trust or this
Agreement in any Offering Document, or to correct or supplement any provision herein which may be inconsistent
with any other provisions herein, (iii) to make any other provisions with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any provisions to the extent necessary or desirable to
comply with any requirements imposed by the Code. No such amendment effected pursuant to clause (iii) of the
preceding sentence may adversely affect in any material respect the interests of any Holder. Prior to entering
into any amendment without the consent of Holders pursuant to this paragraph, the Securities Administrator may
require an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that such
amendment is permitted under this paragraph. Any such amendment shall be deemed not to adversely affect in any
material respect any Holder if the Securities Administrator receives (i) written confirmation from the Rating
Agencies that such amendment will not cause the Rating Agencies to withdraw, qualify or reduce the then current
rating assigned to the Notes or (ii) an Opinion of Counsel to such effect.
(b) This Agreement may also be amended from time to time by the parties hereto with the consent of
the Majority Securityholders for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights of the Holders; provided,
however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Collateral or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholders or (ii) reduce the aforesaid percentage of the Class
Principal Amount (or Class Notional Amount) of the Notes of any Class required to consent to any such amendment
without the consent of the Holders of all the outstanding Securities.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall furnish
a copy of such amendment to each Holder, the Depositor and to each Rating Agency.
(d) It shall not be necessary for the consent of Holders under this Section 13 to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by
Holders shall be subject to such reasonable regulations as the Securities Administrator may prescribe.
(e) The Owner Trustee, the Trust and the Securities Administrator may, but shall not be obligated
to, enter into any amendment which affects the Owner Trustee's or the Securities Administrator's respective
rights, duties or immunities under this Agreement or otherwise.
Section 14. Successors and Assigns. This Agreement may not be assigned by the Securities Administrator
unless such assignment is previously consented to in writing by the Owner Trustee and the Depositor, and the
Rating Agency Condition in respect thereof has been satisfied. An assignment with such consent and satisfaction,
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if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Securities Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Securities
Administrator without the consent of the Owner Trustee or the Depositor to a corporation or other organization
that is a successor (by merger, consolidation or purchase of assets) to the Securities Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Depositor an
agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said
assignment in the same manner as the Securities Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
Section 15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 16. Headings. The Section headings hereof have been inserted for convenience of reference only
and shall not be construed to affect the meaning, construction or effect of this Agreement.
Section 17. Counterparts. This Agreement may be executed in counterparts, each of which when so
executed shall together constitute one and the same agreement.
Section 18. Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
Section 19. Not Applicable to Xxxxx Fargo Bank, N.A. in Other Capacities. Nothing in this Agreement
shall affect any obligation Xxxxx Fargo Bank, N.A. may have in any other capacity.
Section 20. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the
contrary, this Agreement has been executed by LaSalle National Trust Delaware not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer and in no event shall LaSalle National Trust Delaware in
its individual capacity or any beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall
be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties
or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of,
the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.
Section 21. Limitation of Liability of the Securities Administrator; Indemnification. Notwithstanding
anything herein to the contrary, this Agreement has been signed by Xxxxx Fargo Bank, N.A. not in its individual
12
capacity but solely in its capacity as Securities Administrator and in no event shall the Securities
Administrator in its individual capacity have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. The Securities Administrator shall not have any duties or obligations other than those
expressly set forth in this Agreement, and no implied duties on its part shall be read into this Agreement. In
acting as Securities Administrator, Xxxxx Fargo Bank, N.A. shall be entitled to the same benefits, rights,
immunities, protections and rights to indemnification as are afforded to the Indenture Trustee under Article Six
(including without limitation Section 6.07) of the Indenture.
Section 22. Benefit of Agreement. It is expressly agreed that in performing its duties under this
Agreement, the Securities Administrator will act for the benefit of holders of the Securities as well as for the
benefit of the Issuer, and that such obligations on the part of the Securities Administrator shall be enforceable
at the instance of the Indenture Trustee, the Owner Trustee and the Issuer.
Section 23. Bankruptcy Matters. No party to this Agreement shall take any action to cause the
Depositor or the Issuer to dissolve in whole or in part or file a voluntary petition or otherwise initiate
proceedings to have the Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the institution
of bankruptcy or insolvency proceedings against the Depositor or the Issuer, or file a petition seeking or
consenting to reorganization or relief of the Depositor or the Issuer as debtor under any applicable federal or
state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Depositor or the
Issuer; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator,
custodian, liquidator (or other similar official) of the Depositor or the Issuer or of all or any substantial
part of the properties and assets of the Depositor or the Issuer, or cause the Issuer to make any general
assignment for the benefit of creditors of the Depositor or the Issuer, or take any action in furtherance of any
of the above actions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the
day and year first above written.
PHH MORTGAGE TRUST, SERIES 2008-CIM2
By: LASALLE NATIONAL TRUST DELAWARE,
not in its individual capacity
but solely as Owner Trustee
By:__________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
not in its individual capacity but solely as Securities Administrator
By:__________________________________________
Name:
Title:
LASALLE NATIONAL TRUST DELAWARE,
not in its individual capacity but solely as Owner Trustee
By:__________________________________________
Name:
Title:
HSBC BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee
By:__________________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE SECURITIES CORP,
as Depositor
By:__________________________________________
Name:
Title:
