0000950159-06-001422 Sample Contracts

FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 30th, 2006 • PHH Corp • Miscellaneous business credit institution • New York

BARCLAYS BANK PLC, as buyer on behalf of, and agent for, the Principals pursuant to and as provided for in Annex I (in such capacity, “Agent”),

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BARCLAYS BANK PLC, Agent, PHH MORTGAGE CORPORATION Seller and Servicer, and PHH CORPORATION Guarantor SERVICING AGREEMENT dated as of October 30, 2006
Servicing Agreement • October 30th, 2006 • PHH Corp • Miscellaneous business credit institution • New York

THIS SERVICING AGREEMENT, dated as of October 30, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among PHH Mortgage Corporation, a New Jersey corporation (the “Company”), as Seller (in such capacity, the “Seller”) and as Servicer (in such capacity, the “Servicer”), Barclays Bank PLC, as Agent (the “Agent”), and PHH Corporation, a Maryland corporation, as Performance Guarantor of the Servicer's obligations (the “Performance Guarantor”).

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