0000950159-07-001319 Sample Contracts

SIXTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 2nd, 2007 • 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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Contract
Credit Agreement • November 2nd, 2007 • PHH Corp • Miscellaneous business credit institution • New York

SECOND AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the Credit Agreement, dated as of July 21, 2006 (the “Credit Agreement”), among PHH CORPORATION, a Maryland corporation (the “Borrower”), the several lenders from time to time parties thereto (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Contract
364-Day Revolving Credit Agreement • November 2nd, 2007 • PHH Corp • Miscellaneous business credit institution • New York

SECOND AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the 364-Day Revolving Credit Agreement, dated as of April 6, 2006 (as previously amended by the letter agreement dated July 21, 2006 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PHH CORPORATION, a Maryland corporation (the “Borrower”), the several lenders from time to time parties thereto (collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

SECOND AMENDMENT
Competitive Advance and Revolving Credit Agreement • November 2nd, 2007 • PHH Corp • Miscellaneous business credit institution • New York

SECOND AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006 (the “Credit Agreement”), among PHH Corporation, a Maryland corporation (the “Borrower”), PHH Vehicle Management Services, Inc., a Canadian corporation (the “Canadian Subsidiary Borrower”), Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia (the “Canadian Lender”) and Wachovia Bank, National Association, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent.

BARCLAYS BANK PLC, Agent, PHH MORTGAGE CORPORATION Seller and Servicer, and PHH CORPORATION, Guarantor AMENDED AND RESTATED SERVICING AGREEMENT dated as of October 29, 2007
Servicing Agreement • November 2nd, 2007 • PHH Corp • Miscellaneous business credit institution • New York

THIS AMENDED AND RESTATED SERVICING AGREEMENT, dated as of October 29, 2007 (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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