0000950123-08-014922 Sample Contracts

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of June 26, 2008 Between: THE ROYAL BANK OF SCOTLAND PLC, as Buyer, and PHH MORTGAGE CORPORATION, as Seller
Master Repurchase Agreement • November 10th, 2008 • PHH Corp • Miscellaneous business credit institution • New York

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 26, 2008, between PHH Mortgage Corporation, a New Jersey corporation, as seller (“ Seller ”), and The Royal Bank of Scotland plc, (“Buyer”, which term shall include any “ Principal ” as defined and provided for in Annex I), or as agent pursuant hereto (“ Agent ”).

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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
Loan Purchase and Sale Agreement • November 10th, 2008 • PHH Corp • Miscellaneous business credit institution • New York

LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 12, dated and effective as of July 1, 2007 (this “Amendment Agreement”), by and between MERRILL LYNCH CREDIT CORPORATION, a Delaware corporation, with offices located at 4804 Deer Lake Drive East, Jacksonville, Florida 32246 (“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 3000 Leadenhall Road, Mt. Laurel, New Jersey 08504 (“PHH”).

MERRILL LYNCH CREDIT CORPORATION Servicer and PHH MORTGAGE CORPORATION Subservicer MORTGAGE LOAN SUBSERVICING AGREEMENT Dated as of August 8, 2008 and effective as of March 31, 2008
Mortgage Loan Subservicing Agreement • November 10th, 2008 • PHH Corp • Miscellaneous business credit institution • New York

This MORTGAGE LOAN SUBSERVICING AGREEMENT, dated and effective as of August 8, 2008 (this “Agreement”), between Merrill Lynch Credit Corporation, as Servicer (the “Servicer”), and PHH Mortgage Corporation, as Subservicer (the “Subservicer”) (each a “Party”, and collectively, the “Parties”).

LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 11 By and Between MERRILL LYNCH CREDIT CORPORATION AND PHH MORTGAGE CORPORATION (f/k/a Cendant Mortgage Corporation) Dated as of January 1, 2007
Loan Purchase and Sale Agreement • November 10th, 2008 • PHH Corp • Miscellaneous business credit institution • New York

LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 11, dated and effective as of January 1, 2007 (this “Amendment Agreement”), by and between MERRILL LYNCH CREDIT CORPORATION, a Delaware corporation, with offices located at 4804 Deer Lake Drive East, Jacksonville, Florida 32246 (“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 3000 Leadenhall Road, Mt. Laurel, New Jersey 08504 (“PHH”).

EXECUTION
PHH Corp • November 10th, 2008 • Miscellaneous business credit institution

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

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