EX-10.69






Exhibit 10.69




Merrill Lynch Credit Corporation

Merrill Lynch Global Bank Group

4804 Deer Lake Drive East

Jacksonville, Florida 32246-6484




EXECUTION




August 8, 2008




PHH Mortgage Corporation

1 Mortgage Way

Mt. Laurel, New Jersey 08504

Attention: Gregory A. Gentek, Mail Stop JSVP





			
	Re:	 	Servicing Rights Purchase and Sale Agreement

                   Dated January 28, 2000, as Amended (the “Agreement”)





Dear Greg:



As you know, on December 27, 2007, PHH Mortgage Corporation (“PHH”) proposed a Repricing Request as
contemplated by Section 3.01 of the Agreement (non-defined capitalized terms used herein shall have
the meanings given in the Agreement). Merrill Lynch Credit Corporation (“MLCC”) rejected that
request by our letter dated March 3, 2008. We have both therefore retained the services of an
Arbitrator as contemplated by Section 3.01(b)(ii) of the Agreement. In lieu of continuing with the
arbitration process, this will confirm that we have mutually agreed to resolve this matter as
follows:





1. PHH has paid MLCC in full for all Servicing Rights sold by MLCC to PHH through and
including March 28, 2008. The Purchase Price for these Servicing Rights was calculated in
accordance with the Pricing Matrix in effect as of March 28, 2008.




2. MLCC shall no longer sell Servicing Rights for Alternative Mortgage Loans to PHH on a
“flow” basis for Alternative Mortgage Loans closed from and after March 31, 2008 (the
“Effective Date”).




3. PHH shall sub-service all Alternative Mortgage Loans for MLCC originated from and after
the Effective Date. MLCC and PHH shall execute a sub-servicing agreement to govern this
sub-servicing relationship contemporaneously with the execution of this letter agreement
(this “Letter”).




4. MLCC shall notify PHH of any proposed sale or securitization of any Alternative Mortgage
Loan to an unaffiliated third party and request that PHH submit a bid for the purchase of
the underlying Servicing Rights (hereafter, a “Request for Proposal”) PHH shall have three
(3) Business Days to respond to the Request for Proposal by delivering a



 









 







bid letter to MLCC. MLCC shall either: (i) accept such bid in which case the applicable
servicing rights shall be sold to PHH pursuant to the Agreement; or (ii) reject the bid in
which case MLCC may, in its discretion, either retain the applicable Servicing Rights or
sell them to a third party. In the event MLCC sells the applicable Servicing Rights to PHH,
PHH shall promptly and in good faith negotiate and enter into an appropriate servicing
agreement with the applicable counterparty on mutually agreeable terms between PHH and such
counterparty. MLCC shall reimburse PHH for any reasonable out-of-pocket expenses incurred
by PHH to review such agreement, including but not limited to any reasonable outside counsel
fees incurred; provided that MLCC pre-approves PHH’s use of outside counsel in writing.




5. MLCC and PHH shall execute an amendment to the Agreement contemporaneously with the
execution of this Letter to implement the foregoing.


This Letter and the rights and
obligations hereunder shall be
governed by and construed in
accordance with the laws of the
State of New York without
reference to conflict of law
principles. This Letter: (i) may
be executed in one or more
counterparts, each of which, when
so executed, shall be deemed to be
an original; such counterparts,
together, shall constitute one and
the same agreement, and (ii) shall
bind and inure to the benefit of
and be enforceable by MLCC and PHH
and their respective permitted
successors and assigns. Neither
MLCC nor PHH may assign any or all
of its rights and obligations
hereunder to an unaffiliated third
party without the consent of the
other party hereto (assignments to
affiliated parties shall not
require consent). Please sign a
copy of this letter where
indicated below to evidence PHH’s
agreement to the
foregoing.




 









 








	 	 	 
	 

	 	Thank you
	 
	 	 
	 

	 	Very truly Yours
	 
	 	 
	 

	 	/s/ Irma S. Marshall
	 
	 	 
	 

	 	Irma S. Marshall
	 
	 	 
	 

	 	Vice President
	 
	 	 





Accepted and agreed,




PHH Mortgage Corporation




	 	 	 	 	 
	By:

	 	/s/ Gregory A. Gentek
	 	 
	Name:

	 	Gregory A. Gentek	 	 
	Title:

	 	Sr. Vice President	 	 
	Date: