LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 12 By and Between MERRILL LYNCH CREDIT CORPORATION AND PHH MORTGAGE CORPORATION (f/k/a Cendant Mortgage Corporation) Dated as of July 1, 2007
Exhibit 10.72
LOAN PURCHASE AND SALE AGREEMENT
AMENDMENT NO. 12
AMENDMENT NO. 12
By and Between
XXXXXXX XXXXX CREDIT CORPORATION
AND
PHH MORTGAGE CORPORATION
(f/k/a Cendant Mortgage Corporation)
(f/k/a Cendant Mortgage Corporation)
Dated as of
July 1, 2007
[***] | INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
LOAN PURCHASE AND SALE AGREEMENT
AMENDMENT NO. 12
AMENDMENT NO. 12
LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 12, dated and effective as of July 1, 2007
(this “Amendment Agreement”), by and between XXXXXXX XXXXX CREDIT CORPORATION, a Delaware
corporation, with offices located at 0000 Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000
(“MLCC”), and PHH MORTGAGE CORPORATION, d/b/a PHH Mortgage Services, f/k/a Cendant Mortgage
Corporation, a New Jersey corporation, with offices located at 0000 Xxxxxxxxxx Xxxx, Xx. Xxxxxx,
Xxx Xxxxxx 00000 (“PHH”).
WHEREAS, MLCC and PHH are parties to a Loan Purchase and Sale Agreement, dated as of December
15, 2000 (as amended and supplemented as of the date hereof, the “Purchase Agreement”);
SECTION 1. Amendments to the Purchase Agreement. The Purchase Agreement is hereby
amended as follows:
(a) Schedule 1. Schedule 1 to the Purchase Agreement is hereby amended by deleting
the text of such Schedule in its entirety and replacing it with the Schedule 1 attached to this
Amendment Agreement.
(b) Exhibit D. Exhibit D to the Purchase Agreement is hereby amended by deleting the
text of such exhibit in its entirety and replacing it with the Exhibit D attached to this Amendment
Agreement.
(c) Section 1 of this Amendment Agreement shall be effective as of all applicable Mortgage
Loans purchased and sold under the Purchase Agreement on and after July 1, 2007.
SECTION 2. Governing Law. This Amendment Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 3. Headings. The descriptive headings contained in this Amendment Agreement
are included for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Amendment Agreement.
SECTION 4. Counterparts. This Amendment Agreement may be executed (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
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SECTION 5. Ratification. Except as amended hereby, the Purchase Agreement shall
remain unmodified and in full force and effect, and is hereby ratified and confirmed.
SECTION 6. Defined Terms. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Purchase Agreement.
XXXXXXX XXXXX CREDIT CORPORATION | ||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | President | |||
PHH MORTGAGE CORPORATION | ||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Senior Vice President |
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SCHEDULE 1
Alternative Loans
I. | For Mortgage Loans purchased and sold under the Purchase Agreement from and after July 1, 2007, but prior to January 1, 2008. |
1. | [***] | ||
2. | [***]/[***]/[***] | ||
3. | [***]/[***]/[***] | ||
4. | [***] | ||
5. | [***] | ||
6. | [***],[***]/[***]/[***],[***]/[***]/[***],[***], or [***]. | ||
7. | [***] |
II. | For Mortgage Loans purchased and sold under the Purchase Agreement from and after January 1, 2008. |
1. | [***] | ||
2. | [***]/[***] | ||
3. | [***]/[***] | ||
4. | [***]/[***]/[***] | ||
5. | [***]/[***]/[***] | ||
6. | [***] | ||
7. | [***] | ||
8. | [***],[***]/[***],[***]/[***],[***]/[***]/[***],[***]/[***]/[***],[***], or [***]. | ||
9. | [***] |
[***] | INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
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EXHIBIT D
Purchase Price Adjustment — Section 2(a)
Mortgage Loan Type | Price Adjustment | |
[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]% | |
[***]/[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]%1 | |
[***]/[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]% | |
[***]/[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]% |
Purchase Price Adjustment — Section 2(e)
Mortgage Loan Type | Price Adjustment | |
[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]% | |
[***]
|
Principal Balance of Mortgage Loan at closing multiplied by [***]% |
1 | In the event that aggregate [***]/[***]originations during any calendar year exceed [***], the Price Adjustment for [***]/[***] in excess of [***]shall equal the principal balance of each such [***]/[***] at closing multiplied by [***]%. | |
[***] | INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |