0000950123-10-060109 Sample Contracts

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of June 18, 2010 Between: THE ROYAL BANK OF SCOTLAND PLC, as Buyer, and PHH MORTGAGE CORPORATION, as Seller
Master Repurchase Agreement • June 23rd, 2010 • PHH Corp • Miscellaneous business credit institution • New York

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 18, 2010 and effective as of the Restatement Effective Date, between PHH Mortgage Corporation, a New Jersey corporation, as seller (“Seller”), and The Royal Bank of Scotland plc, as buyer (“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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THIRD AMENDED AND RESTATED GUARANTY
Guaranty • June 23rd, 2010 • PHH Corp • Miscellaneous business credit institution • New York

THIRD AMENDED AND RESTATED GUARANTY, dated as of June 18, 2010 (the “Guaranty”), and effective as of the Restatement Effective Date, made by PHH CORPORATION (the “Guarantor”) in favor of THE ROYAL BANK OF SCOTLAND PLC (“RBS” or “Buyer”) in its capacity as Buyer under the Second Amended and Restated Master Repurchase Agreement referred to below.

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