Common use of Sale and Conveyance of Mortgage Loans Clause in Contracts

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS Section 2.01 Sale and Conveyance of Mortgage Loans Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Confirmation or Purchase Price and Terms Letter, as applicable. Purchaser, on any Funding Date, Purchaser shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Confirmation or Purchase Price and Terms Letter, as applicable, from the time Purchaser confirms with Seller its agreement to purchase such Mortgage Loans. With respect to Mortgage Loans to be purchased by Purchaser on a flow basis the following provisions in this paragraph shall apply. On a daily basis Seller shall conduct an auction for the solicitation of bids to purchase Mortgage Loans. To the extent Purchaser participates in the auction, it shall submit bids no later than 8:45 AM Eastern Time in the form of a pricing grid (a “Pricing Grid”) that sets forth a separate price (as a percentage of par) for each pass-through coupon rate set forth in the Pricing Grid. Such pricing shall also assume a specified Funding Date. Prior to 10:30 AM Eastern Time on the day the Pricing Grid is submitted to Seller, Seller shall inform Purchaser of any winning bids with respect to the Pricing Grid. Not later than 10:30 AM Eastern Time on the Business Day following a successful bid, Seller will email a confirmation (a “Confirmation”), in an Excel file or as otherwise agreed and in accordance with market practice, to Purchaser setting forth certain characteristics of the Mortgage Loans to be purchased by Purchaser, including the related price for each such Mortgage Loan. If Purchaser confirms, via email to Seller, its agreement to the pricing terms and funding date provided the prior day for each of the Mortgage Loans in the Confirmation, Seller shall be legally bound to deliver, on a best efforts basis, the Mortgage Loans to Purchaser (to the extent such Mortgage Loans subsequently close) and Purchaser shall be legally bound to purchase such Mortgage Loans. Such email confirmation from Purchaser to Seller shall be received no later than 12:00 noon Eastern Time on the same day the Confirmation is sent to Purchaser. Seller and Purchaser hereby agree that there may be events in the market that require an adjustment to the prices set forth in the Pricing Grid after the initial Pricing Grid is provided as described above. The parties agree that such pricing changes will be made only for material market movements (as mutually agreed upon). Purchaser shall provide notification to Seller in the form of an e-mail. Original pricing from the Pricing Grid will purchase remain in effect on Mortgage Loan(s) from Seller, from time Loans until no more than 1 hour after such notification to time on Seller in order to allow Seller to effectuate such Funding Dates as may be agreed upon by Purchaser and Sellerchanges in its pricing system for the additional Mortgage Loans. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as Confirmation will detail which Mortgage Loans have been the parties shall agree; or conducted in person at such place, as the parties shall agreesubject of a pricing adjustment. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee prior to the Funding Date as follows. No later than five business days 5 Business Days prior to the Funding Date, or earlier upon the reasonable request of the Purchaser, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant its custodian, the Mortgage File in either original paper form or electronic imaged format. As a condition to Schedule B. Upon Purchaser's requestreceiving access to such Mortgage Files, Seller Purchaser shall make the Credit Documents sign a confidentiality agreement, in form and substance satisfactory to Seller, with respect to such information disclosed to Purchaser which is not available to Purchaser for review, the public at Seller's place of business and during reasonable business hourslarge. If Purchaser makes in the course of such examination prior to the Funding Date and Purchaser identifies any Mortgage Loans that do not conform to the Cendant GuideDesignated Guidelines, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s (or any of its successors’) rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be providedprovided by Seller. Seller, respectivelysimultaneously with the payment of the Purchase Price, by Cendant shall execute and deliver to Purchaser a Warranty Bxxx of Sale with respect to the Mortgage and Loans in the Trustform annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date Due Date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to PurchaserPurchaser on the Remittance Date following collection thereof. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller. Section 2.02 Possession of Mortgage Files Upon the sale of any Mortgage Loan, the ownership of such Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, payments, proceeds and obligations arising therefrom or in connection therewith, shall then be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan prepared by or which come into the possession of the Seller or Servicer shall immediately vest in the Purchaser. Originals or copies of all documents listed on Schedule B-2 and comprising the Credit Documents shall be delivered to Purchaser or the custodian appointed by Purchaser on or prior to the Funding Date. Without limiting the Servicer’s obligations pursuant to the immediately preceding sentence, the contents of any Mortgage File not delivered to the Purchaser or its custodian shall be held in trust by the Servicer for the benefit of the Purchaser as the owner thereof and the Servicer’s possession of the contents of each Mortgage File so retained is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Servicer is in a custodial capacity only. The books and records of the Seller shall clearly reflect the sale of the Mortgage Loans to the Purchaser. The Servicer shall release from its custody the contents of any Mortgage File retained by it only in accordance with written instructions from the Purchaser, except where such release is required as incidental to the Servicer’s servicing of the Mortgage Loans or is in connection with a repurchase or substitution of any such Mortgage Loan pursuant to Section 3.04. Any documents released to a Seller or the Servicer in connection with the foreclosure or servicing of any Mortgage Loan shall be held by such Person in trust for the benefit of the Purchaser in accordance with this Section 2.02. Such Person shall return to the Purchaser such documents when such Person’s need therefor in connection with such foreclosure or servicing no longer exists (unless sooner requested by the Purchaser); provided that, if such Mortgage Loan is liquidated, then, upon the delivery by a Seller or the Servicer to the Purchaser of a request for the release of such documents and a certificate certifying as to such liquidation, the Purchaser shall promptly release and, to the extent necessary, deliver to such Person such documents.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any accrued but unpaid by the Mortgage Loan Remittance Rate Borrower from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and subject to the approval of the Mortgage Loan Schedule at Purchaser's sole discretion. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 48 hours prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any, accrued but unpaid by the Mortgage Loan Remittance Rate from Borrower through the Cut-Off Date to day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Funding Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser's request for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. B-1. Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 4:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexxx hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, which shall be delivered by the Sellers to the Purchaser no later than 5 Business Days prior to the related Funding Date, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its Custodian, Legal Documents required pursuant to Schedule B. B-1. The Custodian shall be required to certify its receipt of the Legal Documents required to be delivered pursuant to the Custodial Agreement prior to the related Funding Date, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or, subject to Section 2.03, electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. In addition to any rights granted to the Purchaser hereunder to underwrite the Mortgage Loans and review the Legal Documents and Credit Documents prior to the Funding Date, the Purchaser shall be entitled to conduct a due diligence review of the Mortgage Files in accordance with the timetable and any additional terms and conditions set forth in the Purchase Price and Terms Letter. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 3:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees The Sellers agree to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by Purchaser and Sellerthe Sellers. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, the applicable Seller will deliver to Purchaser or Custodian its custodian, the Mortgage Loan Schedule and Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, the applicable Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at such Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Sellerthe Sellers, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Sellerthe Sellers, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage PHH and the Trust. The applicable Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller The Sellers shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller the Sellers to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Sellerthe Sellers.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding off Date and all payments (exclusive of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period due and payable prior to the Funding Cut-off Date). The principal balance of each , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, and (v) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, (ii) all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of rights under any such payment which is allocable Hazard Insurance Policy relating to the period prior to the Funding Date). The principal balance of each a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, and (v) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. X-x. Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser’s request for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annxxxx hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_ __ __ __ __ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, purchase those certain Mortgage Loans identified in a on the Mortgage Loan Schedule, at the Purchase Price and on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Closing Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan ScheduleLoans. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Closing Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretionB-1. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. The Purchaser shall have the opportunity to conduct a corporate due diligence of the Sellers, including but not limited to, on site review of the Sellers’ facilities and discussions with either Seller’s management. The Purchaser may conduct such review prior to the Closing Date. On the Funding Date and in accordance with Closing Date, subject to the terms herein, the Purchaser will pay to Seller, the Sellers by 4:00 p.m. Eastern Standard Time by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the Funding day immediately preceding the Closing Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the TrustXxxxxx’x Gate. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Closing Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Closing Date. The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by Seller the Sellers to the Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller the Servicer or the Sellers after the Funding Cut-off Date shall belong to the applicable Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexex xxreto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will make its best effort to pay to Sellerthe Seller by 4:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell 1Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal 260 and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee an intended third- party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$465,612,355.49 (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser’s request for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller[amount] (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed xxxxto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. B-l . Upon the Purchaser's request, Seller shall make the Credit Documents Docuxxxts available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding off Date and all payments (exclusive of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period due and payable prior to the Funding Cut-off Date). The principal balance of each , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, (v) all rights under the CITCF-NY Purchase Agreement and the CITSF Purchase Agreement and (vi) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_________________ (the "Purchase Price"). Section 2.2 Custodial Agreement; Release of Mortgage Loan Files As of the Closing Date, the ownership of all records and documents with respect to any Conveyed Mortgage Loan which come into the possession of the Seller shall immediately vest in the Trustee and shall be promptly forwarded to the Trustee. Concurrently herewith, the Seller shall notify the Custodian of the Conveyance of the Conveyed Mortgage Loans and cause the Custodian to release the related Mortgage Loan Files to or upon the order of the Trustee 183 by executing a Notice and Instruction to Custodian in the form attached hereto as Exhibit A.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$ (the "Purchase Price"). Section 2.2 Custodial Agreement; Release of Mortgage Loan Files As of the Closing Date, the ownership of all records and documents with respect to any Conveyed Mortgage Loan which come into the possession of the Seller shall immediately vest in the Trustee and shall be promptly forwarded to the Trustee. Concurrently herewith, the Seller shall notify the Custodian of the Conveyance of the Conveyed Mortgage Loans and cause the Custodian to release the related Mortgage Loan Files to or upon the order of the Trustee by executing a Notice and Instruction to Custodian in the form attached hereto as Exhibit A.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form anxxxxd hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_ _ _ _ _ _ _ _ _ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser's request for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed xxxxto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its Custodian, the Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution substitution, indemnification or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The applicable Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. To consummate the purchase and sale of a Loan Package, Purchaser and Seller agrees shall undertake as follows with respect to sell the related Pool: (a) Mortgage Loan Conveyance Agreement. Seller and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in shall execute and deliver a Mortgage Loan ScheduleConveyance Agreement with respect to such Loan Package. The Mortgage Loan Conveyance Agreement shall set forth, among other things, the Cut-off Date, the Closing Date and the Mortgage Loan Schedule with respect to the Loan Package to be purchased and shall incorporate by reference the provisions of this Agreement in respect of the related Loan Package so purchased. (b) Title to the Mortgage Loans and the Mortgage Files. On or prior to the Closing Date, Seller, at Seller's expense, shall deliver to Purchaser (or such other Person designated by Purchaser to accept delivery on its behalf) the Mortgage File for each Mortgage Loan in the related Loan Package against a receipt executed by Purchaser (or its designee) therefor. Upon payment of the related Package Purchase Price on the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest to each Mortgage Loan in such Loan Package and the contents of each related Mortgage File and all benefits, collateral, payments, recoveries, proceeds and obligations arising therefrom or in connection therewith (including Accrued Interest, if any, through the related Cut-off Date), shall be deemed to have vested in Purchaser as of the applicable related Cut-off Date. Any amounts received by Seller from the related Obligor in and to connection with the Mortgage Loans being conveyed by it hereunder, as identified on the origination of any Mortgage Loan Schedule. Examination in the related Loan Package (c) Payment of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided hereinPackage Purchase Price. On the Funding Date and in accordance with the terms hereinrelated Closing Date, Purchaser will shall pay to Seller, by wire transfer of immediately available funds, Seller the Package Purchase Price, together with interest at Price for the related Loan Package identified in the related Mortgage Loan Remittance Rate from the Cut-Off Date Conveyance Agreement by delivering to Seller an amount equal to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any Package Purchase Price for such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerPackage.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. .The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.Funding

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$--------------- (the "Purchase Price"). Section 2.2 Custodial Agreement; Release of Mortgage Loan Files As of the Closing Date, the ownership of all records and documents with respect to any Conveyed Mortgage Loan which come into the possession of the Seller shall immediately vest in the Trustee and shall be promptly forwarded to the Trustee. Concurrently herewith, the Seller shall notify the Custodian of the Conveyance of the Conveyed Mortgage Loans and cause the Custodian to release the related Mortgage Loan Files to or upon the order of the Trustee by executing a Notice and Instruction to Custodian in the form attached hereto as Exhibit A.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan ScheduleSchedule attached to the applicable Term Sheet, subject to the terms and conditions of this AgreementAgreement and the applicable Term Sheet. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. .The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its designee Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant GuideGuide or are otherwise unacceptable to Purchaser, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. X-x . Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$----------------- (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed conf1nIled by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Pendent Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any accrued but unpaid by the Mortgage Loan Remittance Rate Borrower from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed hxxxxo as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_____________________ (the 269 "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, (ii) all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of rights under any such payment which is allocable Hazard Insurance Policy relating to the period prior to the Funding Date). The principal balance of each a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, (v) all rights under the CITCF-NY Purchase Agreement and the CITSF Purchase Agreement and (vi) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS Section 2.01 Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, the Mortgage Loan Schedule and Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed xxxeto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, or the representations and warranties in Section 3.03 of this Agreement, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_________________ (the "Purchase Price").