Exhibit 10.1
 EXECUTION COPY
   THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
 Dated as of June 24, 2011
 Between:
 THE ROYAL BANK OF SCOTLAND PLC, as Buyer,
 and
 PHH MORTGAGE CORPORATION, as Seller




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TABLE OF CONTENTS
 Page1.
    
    APPLICABILITY
    
    
    12.
    
    DEFINITIONS AND ACCOUNTING MATTERS
    
    
    13.
    
    THE TRANSACTIONS
    
    
    284.
    
    PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES
    
    
    345.
    
    TAXES; TAX TREATMENT
    
    
    356.
    
    MARGIN MAINTENANCE
    
    
    367.
    
    INCOME PAYMENTS
    
    
    378.
    
    SECURITY INTEREST; BUYERS APPOINTMENT AS ATTORNEY-IN-FACT
    
    
    389.
    
    CONDITIONS PRECEDENT
    
    
    4210.
    
    RELEASE OF PURCHASED ASSETS
    
    
    4611.
    
    RELIANCE
    
    
    4712.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    4813.
    
    COVENANTS OF SELLER
    
    
    5314.
    
    REPURCHASE DATE PAYMENTS
    
    
    6115.
    
    REPURCHASE OF PURCHASED ASSETS
    
    
    6116.
    
    SUBSTITUTION
    
    
    6217.
    
    EVENT OF TERMINATION
    
    
    6218.
    
    EVENTS OF DEFAULT
    
    
    6319.
    
    REMEDIES
    
    
    6620.
    
    DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
    
    
    6921.
    
    NOTICES AND OTHER COMMUNICATIONS
    
    
    6922.
    
    USE OF EMPLOYEE PLAN ASSETS
    
    
    6923.
    
    INDEMNIFICATION AND EXPENSES
    
    
    7024.
    
    WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
    
    
    7125.
    
    REIMBURSEMENT
    
    
    7226.
    
    FURTHER ASSURANCES
    
    
    7227.
    
    TERMINATION
    
    
    7228.
    
    SEVERABILITY
    
    
    7329.
    
    BINDING EFFECT; GOVERNING LAW
    
    
    7330.
    
    AMENDMENTS
    
    
    7331.
    
    SUCCESSORS AND ASSIGNS
    
    
    7332.
    
    SURVIVAL
    
    
    7333.
    
    CAPTIONS
    
    
    7334.
    
    COUNTERPARTS
    
    
    7435.
    
    SUBMISSION TO JURISDICTION; WAIVERS
    
    
    7436.
    
    WAIVER OF JURY TRIAL
    
    
    7437.
    
    ACKNOWLEDGEMENTS
    
    
    7538.
    
    HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
    
    
    7539.
    
    ASSIGNMENTS; PARTICIPATIONS
    
    
    7540.
    
    SINGLE AGREEMENT
    
    
    76
 -i-




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TABLE
OF CONTENTS
 Page41.
    
    INTENT
    
    
    7642.
    
    CONFIDENTIALITY
    
    
    7743.
    
    SERVICING
    
    
    7844.
    
    PERIODIC DUE DILIGENCE REVIEW
    
    
    8045.
    
    SET-OFF
    
    
    8246.
    
    COMMITTED FACILITY
    
    
    8247.
    
    AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
    
    
    8348.
    
    ENTIRE AGREEMENT
    
    
    83
 ANNEX I
    
    Buyer Acting as AgentSCHEDULESSCHEDULE 1-A
    
    Representations and Warranties re: AssetsSCHEDULE 1-B
    
    Representations and Warranties re: Fannie Mae LoansSCHEDULE 1-C
    
    Representations and Warranties re: Freddie Mac LoansSCHEDULE 2
    
    Filing Jurisdictions and OfficesSCHEDULE 3
    
    Relevant StatesSCHEDULE 4
    
    SubsidiariesSCHEDULE 5
    
    LitigationSCHEDULE 6
    
    Approved OriginatorsEXHIBITSEXHIBIT A
    
    Forms of CertificationEXHIBIT B
    
    ReservedEXHIBIT C
    
    ReservedEXHIBIT D
    
    Form of Transaction NoticeEXHIBIT E
    
    PHH Mortgage GuidelinesEXHIBIT F
    
    Required Fields for Servicing TransmissionEXHIBIT G
    
    Required Fields for Asset Schedule
 -ii-




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TABLE OF CONTENTS
 PageEXHIBIT H
    
    Form of Confidentiality AgreementEXHIBIT I
    
    Form of Instruction LetterEXHIBIT J
    
    ReservedEXHIBIT K
    
    Form of Security Release CertificationEXHIBIT L
    
    Form of Participation CertificateEXHIBIT M
    
    Form of Correspondent Seller ReleaseEXHIBIT N
    
    Form of Trade AssignmentEXHIBIT O
    
    Permitted Affiliate AgreementsEXHIBIT P
    
    Closing Instruction LetterEXHIBIT Q
    
    Takeout Investors
 -iii-




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Seller Buyer Principal Agent
 1. APPLICABILITY
 Original Agreement
  Transaction
 2. DEFINITIONS AND ACCOUNTING MATTERS
 Defined Terms
 Accepted Servicing Practices
 Additional Collateral Mortgage Loan
 Additional Purchased Asset




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Adjustable Rate Loan
 Adjustment Date
 Affiliate
 Agency
 Agency Audit
 Agency Eligible Loan
 Agency Guidelines
 Agency Program
 Agency Takeout Loan
 Agent
 Agreement
 ALTA
 2




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AM Funded Wet Loan
 Applicable Custodial Agreement
 Applicable FNMA Confirmation
 Applicable Margin
 Appraised Value
 Approvals
 Approved Provider
 Approved Title Insurance Company
 Asset
 Asset Securitization Subsidiary
 Asset Schedule Exhibit G
 Assignment of Mortgage
 3




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Attorney Bailee Letter
 Available Borrowing Capacity
 Available Commitment
 Available Uncommitted Amount
 Bankruptcy Code et seq.
 Bests
 Business Day
 Cash Equivalents S&P Moodys
 4




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Change of Control
 Closing Instruction Letter Exhibit P
 Code
 Collection Account
 Collection Account Control Agreement
 Combined Loan to Value Ratio CLTV
 Commitment Period
 Committed Amount
 5




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Committed Transaction
 Confirmation
 Consolidated Net Worth
 Consolidated Subsidiaries
 Contractual Obligation
 Conversion Date
 Cooperative Corporation
 Cooperative Loan
 Cooperative Project
 Cooperative Shares
 Cooperative Unit
 Correspondent Asset Schedule
 Correspondent Loan
 6




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Correspondent Seller
 Correspondent Seller Release
 Custodial Agreement
 Custodian
 Custodian Loan Transmission
 Cut-Off Notice
 Cut-Off Time
 Default
 Defaulted Loan
 Depository
 Disbursement Account
 Disbursement Agent
 7




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Disbursement Agent Agreement
 Dollars $
 Dry Loan
 Dry Loan Trust Receipt
 Due Date
 Due Diligence Cap provided however
 Due Diligence Costs
 Due Diligence Review
 Early Funding Transaction
 Early Purchase Program Loan
 Early Termination Date
 Electronic Tracking Agreement provided
 Electronic Transmission
 8




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Eligible Asset
 Eligible Loan
 Eligible Participation Certificate
 Eligible Security Schedule 1-A-II
 ERISA
 Escrow Payments
 Event of Default
 Event of Termination
 Exception
 Exception Report
 Fall-Out Notification
 Fannie Mae
 Fannie Mae Guidelines
 9




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Fannie Mae Loan
 Fannie Mae Program
 FHA
 FHA Loan
 FHA Mortgage Insurance
 FHA Mortgage Insurance Contract
 FHA Regulations
 Fidelity Insurance
 First Lien
 First Lien Loan
 Fleet Asset Securitization Facilities
 10




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FNMA Tri-Party Agreement
 FNMA/USAA Tri-Party Agreement
 Freddie Mac
 Freddie Mac Guide
 Freddie Mac Program
 GAAP
 Ginnie Mae
 Ginnie Mae Guide
 Ginnie Mae Program
 Government-Sponsored Enterprise
 Governmental Authority
 Gross Margin
 Guarantee
 11




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Guarantor
 Guaranty
 HUD
 Income
 Indebtedness
 12




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Index
 Instruction Letter
 Insurance Proceeds
 Insured Closing Letter
 Interest Only Loan
 Interest Period
 Investment Company Act
 Jumbo A Credit Loan
 Landscape Loan
 LIBO Base Rate
 13




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LIBO Rate
 LIBO Base Rate

1.00  LIBO Reserve Requirements
  LIBO Reserve Requirements
 Lien
 Loan
 Loan Documents
 Loan to Value Ratio LTV
 14




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Margin Call
 Margin Deficit
 Market Value
 Master Netting Agreement
 Material Adverse Effect
 Maximum Aggregate Purchase Price
 Maximum Mortgage Interest Rate
 MERS
 15




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MERS Identification Number
 MERS Loan
 Monthly Payment
 Mortgage
 Mortgaged Property
 Mortgagee
 Mortgage File
 Mortgage Interest Rate
 Mortgage Warehouse Facilities
 Mortgagor
 MV Margin Amount
 MV Margin Percentage
 Non-Utilization Fee
 16




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Note
 Notice of Intent to Issue Trust Receipt
 Notice of Termination
 Obligations
 Original Gestation Agreement
 Original Repurchase Agreement
 Outstanding Aggregate Purchase Price
 Participation Certificate
 Participants
 Permitted Affiliate Agreement
 Permitted Affiliate Transactions
 17




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Permitted Exceptions
 Person
 PHH Home
 PHH Management Services Agreement
 PHH Mortgage Guidelines
 PM Funded Wet Loan
 PMI Policy Primary Insurance Policy
 18




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Post-Default Rate
 Price Differential
 Pricing Rate
 Pricing Side Letter
 Principal
 Program Documents
 Property
 Proprietary Lease
 Purchased Assets
 19




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Purchase Date
 Purchased Items
 Purchased Participation Certificate
 Purchased Security
 Purchase Price
 Purchase Proceeds
 Qualified Insurer
 Qualified Originator provided
 RBS
 Reacquired Loans
 Records
 Related Credit Enhancement
 20




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Related Loan
 Related Security
 Renewal Commitment Fees
 Renewal Date
 Repurchase Date
 Repurchase Price
 Required Documents
 Requirement of Law
 Rescission
 Responsible Officer provided
 21




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Restatement Effective Date
 Reuters Screen LIBOR01 Page
 Revolving Credit Agreement
 Section 404 Notice
 Securitization Indebtedness
 Security
 Security Release Certification
 Selling System
 Servicer
 Servicing Agreement
 22




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Servicing File
 Servicing Records
 Servicing Transmission
 Settlement Agent
 Settlement Date
 Shortfall Amount
 Strict Compliance
 Subservicer
 Subsidiary
 Substitute Assets
 Takeout Commitment
 23




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Takeout Investor Exhibit
Q
 Takeout Price
 Tangible Net Worth
 Termination Date
 Third Party Loan Purchase Proceeds
 Third Party Loan Purchase Proceeds Account
 Third Party Loan Purchase Proceeds Account Bank
 Third Party Takeout Loan
 Trade Assignment
 Transaction
 Transaction Notice
 Transfer
 24




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Tri-Party Agreement
 Trust Receipt
 Uncommitted Amount
 Uncommitted Purchase Availability Period
 Uncommitted Transaction
 Underwriting Guidelines PHH Mortgage Guidelines
 Undocumented Loan
 Undocumented Loan Schedule
 Undocumented Loan Trust Receipt
 Uniform Commercial Code provided
 USAA Guidelines
 25




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USAA Loan
 USC
 VA
 VA Loan
 VA Loan Guaranty Agreement
 VA Regulations
 Voluntary Approval Termination provided however
 Wet Loan
    26




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Wet Loan Schedule
 Wet Loan Trust Receipt
 Wire Instructions
 Wiring Instructions
 Zero Advance Loan
 (b)
    
    Accounting Terms and Determinations. Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to Buyer hereunder shall
be prepared, in accordance with GAAP.
 (c)
    
    Interpretation. The following rules of this subsection (c) apply unless the
context requires otherwise. A gender includes all genders. Where a word or phrase is defined,
its other grammatical forms have a corresponding meaning and include the plural as well as the
singular. A reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified,
a reference to a Section of, or annex or exhibit to, this Agreement. A reference to a party to
this Agreement or another agreement or document includes the partys successors and permitted
substitutes or assigns. A reference to an agreement or document (including any Program Document)
is to the agreement or document as amended, modified, novated, supplemented or replaced, except to
the extent prohibited thereby or by any Program Document and in effect from time to time in
accordance with the terms thereof. A reference to legislation or to a provision of legislation
includes a modification or re-enactment of it, a legislative provision substituted for it and a
regulation or statutory instrument issued under it. A reference to writing includes a facsimile
transmission and any means of reproducing words in a tangible and permanently visible form. A
reference to conduct includes, without limitation, an omission, statement or undertaking, whether
or not in writing. The words hereof, herein, hereunder and similar words refer to this
Agreement as a whole and not to any particular provision of this Agreement. The term including
is not limiting and means including without limitation. In the computation of periods of time
from a specified date to a later specified date, the word
 27




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3. THE TRANSACTIONS
 Committed Transaction Uncommitted
Transaction
 28




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29




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30




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31




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32




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33




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4. PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES
 Payments
 Computations
 Renewal Commitment Fee
  34




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Non-Utilization Fee Utilization Percentage Non-Utilization Fee
 5. TAXES; TAX TREATMENT
 Taxes
 Other Taxes
 provided
 35




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Foreign Buyer IRS provided however
   6. MARGIN MAINTENANCE
 Margin Deficit Additional Purchased Assets Margin Call provided
 36




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7. INCOME PAYMENTS
 provided provided further
 37




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8. SECURITY INTEREST; BUYERS APPOINTMENT AS ATTORNEY-IN-FACT
  38




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Purchased Items
  Related Credit
Enhancement
    39




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40




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41




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9. CONDITIONS PRECEDENT
  Program Documents
 Legal Opinion
 Filings, Registrations, Recordings
 Fees and Expenses provided
   42




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(A)
    
    The Transaction Notice and Asset Schedule with respect to such
Purchased Assets, delivered pursuant to Section 3(a);(B)
    
    The Dry Loan Trust Receipt with respect to such Purchased
Assets consisting of Dry Loans (including any Correspondent Loan that is a Dry
Loan), the Undocumented Loan Trust Receipt with respect to such Purchased
Assets consisting of Undocumented Loans (including any
 43




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(C)
    
    If any of the Loans that are proposed to be sold are Early
Purchase Program Loans, for each such Loan: (i) a fully completed, executed and
authenticated Eligible Participation Certificate, (ii) a copy of the fully
completed Form HUD 11705 (Schedule of Subscribers), Fannie Mae Form 2014
(Delivery Schedule), Freddie Mac Form 381 (Contract Delivery Summary) or
Freddie Mac Form 939 (Settlement and Information Multiple Registration Form),
as applicable, designating Buyer as the party authorized to receive the related
Securities, duly executed by Seller, (iii) a copy of the Form HUD 11706
(Schedule of Pooled Mortgages) and the reverse side of Form HUD 11706 (Initial
Certification), Fannie Mae Form 2005 (Schedule of Mortgages with Magnetic Tape
Format Instructions), Freddie Mac Form 11 (Mortgage Submission Schedule) or
Freddie Mac Form 13SF (Mortgage Submission Voucher) or Selling System computer
tape, as applicable, that has been delivered to the applicable Agency
indicating Custodians initial certification of the Related Loans evidenced by
the Participation Certificate that is proposed to be purchased;
 (D)
    
    Such certificates, customary opinions of counsel or other
documents as Buyer may reasonably request, provided that such opinions of
counsel shall not be required routinely in connection with each Transaction but
shall only be required from time to time as deemed necessary by Buyer in its
commercially reasonable judgment and, provided further, that
this condition shall be deemed to be satisfied if Seller is diligently and in
good faith working to timely provide to Buyer any such additional information
that is not readily available to or easily obtainable by Seller; and(E)
    
    With respect to each Correspondent Loan, Buyer shall have
received a Correspondent Seller Release for such Purchased Asset that is duly
executed and delivered by the related Correspondent Seller by no later than the
time set forth in Section 3(a) hereof.(vi)
    
    [Reserved].
  44




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(viii)
    
    None of the following shall have occurred and/or be continuing:
          45




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10. RELEASE OF PURCHASED ASSETS
   46




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11. RELIANCE
  47




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12. REPRESENTATIONS AND WARRANTIES
  Existence
 Financial Condition
 Litigation
 No Breach
 48




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Action
 Approvals
 Taxes
 Investment Company Act
 Reserved
 Compliance with Law
 49




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No Default
 Chief Executive Office; Chief Operating Office
 Location of Books and Records
 True and Complete Disclosure
 Consolidated Net Worth; Indebtedness Ratio
 ERISA
 50




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Licenses
 Filing Jurisdictions; Relevant States
 True Sales
 No Burdensome Restrictions
 Subsidiaries
 Origination and Acquisition of Loans
 No Adverse Selection
 Seller Solvent; Fraudulent Conveyance
 51




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No Broker provided
 MERS
   Insured Closing Letter
 Closing Instruction Letter
     Third Party Loan Purchase Proceeds Account
 52




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Errors and Omissions Insurance
 Instructions to Disbursement Agent
 [ ]
 Agency Approvals provided however
 No Adverse Actions provided
 13. COVENANTS OF SELLER
  Financial Statements and Other Information; Financial Covenants
   53




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Litigation
 Existence, Etc
   54




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Prohibition of Fundamental Changes provided
 Margin Deficit
 Notices
  55




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56




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Servicing
 Underwriting Guidelines provided however that
 Lines of Business
 Transactions with Affiliates
 Defense of Title
 Preservation of Purchased Items
 No Assignment provided
 57




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Limitation on Sale of Assets Transfer provided
   Maintenance of Consolidated Net Worth
 Maintenance of Ratio of Total Indebtedness to Tangible Net Worth
 Additional Repurchase or Warehouse Facilities
 Servicing Transmission
 No Amendment or Compromise provided
 Maintenance of Property; Insurance
 58




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Further Identification of Purchased Items
 Loan Determined to be Defective Schedules 1-A 1-B 1-C
     Maintenance of Papers, Records and Files
   Maintenance of Licenses
 59




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Change of Fiscal Year
 Buyer Direction
 Establishment of Collection Account
 Early Funding Transactions
  MERS. S
 Establishment of Third Party Loan Purchase Proceeds Account
 60




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Agency Audit and Approval Maintenance provided that
 Trade Assignments
 Takeout Payments
 14. REPURCHASE DATE PAYMENTS
  15. REPURCHASE OF PURCHASED ASSETS
 Schedules
1-A 1-B 1-C
 61




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Schedules 1-A 1-B 1-C
 16. SUBSTITUTION
 Substitute Assets Reacquired Loans
 17. EVENT OF TERMINATION
 Event of
Termination
  62




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Notice of Termination Early
Termination Date
 18. EVENTS OF DEFAULT
 Event of
Default
    Schedules
1-A 1-B 1-C
  63




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provided
     64




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provided however
       65




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provided however
 19. REMEDIES
    66




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first second third fourth fifth
    67




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68




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20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
  21. NOTICES AND OTHER COMMUNICATIONS
  22. USE OF EMPLOYEE PLAN ASSETS
  69




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23. INDEMNIFICATION AND EXPENSES.
 Indemnified Party Costs
 70




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24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
  71




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25. REIMBURSEMENT
  26. FURTHER ASSURANCES
  27. TERMINATION
  72




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28. SEVERABILITY
  29. BINDING EFFECT; GOVERNING LAW
  30. AMENDMENTS
  31. SUCCESSORS AND ASSIGNS
  32. SURVIVAL
  33. CAPTIONS
  73




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34. COUNTERPARTS
  35. SUBMISSION TO JURISDICTION; WAIVERS
 EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:
 (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AND/OR ANY OTHER PROGRAM DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
APPELLATE COURTS FROM ANY THEREOF;
 (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE
EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
 (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING
A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER
SHALL HAVE BEEN NOTIFIED; AND
 (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
 36. WAIVER OF JURY TRIAL
 EACH OF SELLER AND BUYER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
 74




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37. ACKNOWLEDGEMENTS
     38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.
  39. ASSIGNMENTS; PARTICIPATIONS.
 provided that provided further
 Participants provided
 75




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provided
   40. SINGLE AGREEMENT
  41. INTENT
   76




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42. CONFIDENTIALITY
 SEC provided
 SEC provided
 Seller Confidential Information Act
 77




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provided
 43. SERVICING
  Servicing Records
 78




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Subservicer Servicing Agreement
    79




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44. PERIODIC DUE DILIGENCE REVIEW
 Due Diligence
Costs
 80




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81




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45. SET-OFF
 provided
 46. COMMITTED FACILITY
  82




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47. AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION
     48. ENTIRE AGREEMENT
   83




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PHH MORTGAGE CORPORATION, a New Jersey corporation,
as SellerBy:Name:
    Mark E. JohnsonTitle:
    Senior Vice President and Treasurer 
  
  
 Signature Page to Third Amended and Restated Master Repurchase Agreement




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THE ROYAL BANK OF SCOTLAND, PLC
as Buyer and Agent, as applicable
By: RBS Securities Inc., its AgentBy:Name:
    Regina AbayevTitle:
    Director Address for Notices
 
 with copies to
 
 
 
 Signature Page to Third Amended and Restated Master Repurchase Agreement




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ANNEX I
 BUYER ACTING AS AGENT
 Agreement Agent Principal
 1.
    
    Additional Representations. Agent hereby makes the following representations, which
shall continue during the term of any Transaction: Principal has duly authorized Agent to
execute and deliver the Agreement and the other Program Documents on its behalf, has the power
to so authorize Agent and to enter into the Transactions contemplated by the Agreement and the
other Program Documents and to perform the obligations of Buyer under such Transactions, and
has taken all necessary action to authorize such execution and delivery by Agent and such
performance by it.2.
    
    Identification of Principals. Agent agrees (a) to provide the other party, prior to
the date on which the parties agree to enter into any Transaction under the Agreement, with a
written list of Principals for which it intends to act as Agent (which list may be amended in
writing from time to time with the consent of the other party) and (b) to provide the other
party, before the close of business on the next business day after orally agreeing to enter
into a Transaction, with notice of the specific Principal or Principals for whom it is acting
in connection with such Transaction. If (i) Agent fails to identify such Principal or
Principals prior to the close of business on such next business day or (ii) the other party
shall determine in its sole discretion any Principal or Principals identified by Agent are not
acceptable to it, the other party may reject and rescind any Transaction with such Principal
or Principals, return to Agent any Purchased Assets or portion of the Purchase Price, as the
case may be, previously transferred to the other party and refuse any further performance
under such Transaction, and Agent shall immediately return to the other party any portion of
the Purchase Price or Purchased Assets, as the case may be, previously transferred to Agent in
connection with such Transaction; provided, however, that (A) the other party
shall promptly (and in any event within one (1) Business Day) notify Agent of its
determination to reject and rescind such Transaction and (B) to the extent that any
performance was rendered by any party under any Transaction rejected by the other party, and
such party shall remain entitled to any Price Differential or other amounts that would have
been payable to it with respect to such performance if such Transaction had not been rejected.
The other party acknowledges that Agent shall not have any obligation to provide it with
confidential information regarding the financial status of its Principals; Agent agrees,
however, that it will assist the other party in obtaining from Agents Principals such
Information regarding the financial status of such Principals as the other party may
reasonably request.
 Annex I-1




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3.
    
    Limitation of Agents Liability. The parties expressly acknowledge that if the
representations of Agent under the Agreement, including this Annex I, are true and correct in
all material respects during the term of any Transaction and Agent otherwise complies with the
provisions of this Annex I, then (a) Agents obligations under the Agreement shall not include
a guarantee of performance by its Principal or Principals; provided that Agent shall
remain liable for performance pursuant to Section 10 of the Agreement, and (b) the other
partys remedies shall not include a right of setoff in respect of rights or obligations, if
any, of Agent arising in other transactions in which Agent is acting as principal.4.
    
    Multiple Principals.
    Annex I-2




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5.
    
    Interpretation of Terms. All references to Buyer in the Agreement shall, subject
to the provisions of this Annex I (including, among other provisions, the limitations on
Agents liability in Section 3 of this Annex 1), be construed to reflect that (i) each
Principal shall have, in connection with any Transaction or Transactions entered into by Agent
on its behalf, the rights, responsibilities, privileges and obligations of a Buyer, directly
entering into such Transaction or Transactions with the other party under the Agreement, and
(ii) Agents Principal or Principals have designated Agent as their sole agent for performance
of Buyers obligations to Seller and for receipt of performance by Seller of its obligations
to Buyer in connection with any Transaction or Transactions under the Agreement (including,
among other things, as Agent for each Principal in connection with transfers of Assets,
securities, cash or other property and as agent for giving and receiving all notices under the
Agreement). Both Agent and its Principal or Principals shall be deemed parties to the
Agreement and all references to a party or either party in the Agreement shall be deemed
revised accordingly.
 Annex I-3




---



##### 



Schedule 1-A
   Eligible Loans
 Loans as Described
 Payments Current
 No Outstanding Charges
 Original Terms Unmodified
 No Defenses
 Schedule 1-A-1




---



##### 



Hazard Insurance
 Compliance with Applicable Laws
 Schedule 1-A-2




---



##### 



No Satisfaction of Mortgage
 Location and Type of Mortgaged Property provided however
 Valid Lien
    Schedule 1-A-3




---



##### 



Validity of Mortgage Documents
 Full Disbursement of Proceeds
 Ownership
 Schedule 1-A-4




---



##### 



Doing Business
 LTV
 Title Insurance
 Schedule 1-A-5




---



##### 



No Defaults
 No Mechanics Liens
 Location of Improvements; No Encroachments
 Origination; Payment Terms
 Customary Provisions
 Conformance with Underwriting Guidelines, Agency Guidelines and Agency Standards
 Schedule 1-A-6




---



##### 



Occupancy of the Mortgaged Property
 No Additional Collateral
 Deeds of Trust
 Delivery of Mortgage Documents
 Transfer of Loans
 Due-On-Sale
 No Buydown Provisions; No Graduated Payments or Contingent Interests
 Schedule 1-A-7




---



##### 



Consolidation of Future Advances
 Mortgaged Property Undamaged
 Collection Practices; Escrow Deposits: Interest Rate Adjustments
 Conversion to Fixed Interest Rate
 Other Insurance Policies
 Schedule 1-A-8




---



##### 



Servicemembers Civil Relief Act
 Appraisal
 Disclosure Materials
 Construction or Rehabilitation of Mortgaged Property
 No Defense to Insurance Coverage
 Capitalization of Interest
 No Equity Participation
 Schedule 1-A-9




---



##### 



Withdrawn Loans
 No Exception
 Qualified Originator
 Mortgage Submitted for Recordation
 [Reserved.]
 Acceptable Investment
 Environmental Matters
 Ground Leases Ground Lease
 Schedule 1-A-10




---



##### 



Value of Mortgaged Property
 HOEPA HOEPA ®
 No Predatory Lending
 Georgia Mortgage Loans
 Cooperative Loans
 Cooperative Filings
 Cooperative Assignment
 Schedule 1-A-11




---



##### 



MERS Loans
  Third Party Takeout Loans
 Agency Takeout Loans
 Early Purchase Program Loans
 Takeout Commitment
 Schedule 1-A-12




---



##### 



FHA Mortgage Insurance. VA Loan Guaranty
   Compliance with Applicable Laws
 No Encumbrances
 Schedule 1-A-13




---



##### 



Unencumbered Assets
 Proper Form
 Trade Assignment
 Schedule 1-A-14




---



##### 



Schedule 1-B
  Fannie Mae Loans
  Schedule 1-B-1




---



##### 



Schedule 1-C
  Freddie Mac Loans
  Schedule 1-C-1




---



##### 



Schedule 2
 Filing Jurisdictions and Offices
  Schedule 2-1




---



##### 



Schedule 3
 Relevant States
  Schedule 3-1




---



##### 



Schedule 4
 Subsidiaries
 Jurisdiction ofIncorporationName of Subsidiary
    
    or FormationAxiom Financial, LLC
    
    UTCartus Home Loans, LLC
    
    DECentury 21 Mortgage Corporation
    
    MAColdwell Banker Home Loans, LLC
    
    DEColdwell Banker Mortgage Corporation
    
    MADomain Distinctive Property Finance Corporation
    
    MAERA Home Loans, LLC
    
    DEERA Mortgage Corporation
    
    MAInstamortgage.com Corporation
    
    MDLandover Mortgage, LLC (50%)
    
    WALong Island Mortgage Group, Inc. (dba Corcoran Capital;
LArgent Funding Consultants; Home Key Mortgage Bankers; Royal
Capital; Manhattan Island Capital; Long Island Mortgage
Resources; NYC Capital; Madison Avenue Capital)
    
    NYMortgageSave.com Corporation
    
    MANE Moves Mortgage, LLC
    
    MAPacific Access Mortgage, LLC (50%)
    
    HIPHH Broker Partner Corporation
    
    MDPHH Corporate Services, Inc.
    
    DEPHH Home Loans, LLC (dba Sunbelt Lending Services; Hamera Home
Loans; ERA Home Loans; Burnet Home Loans; Coldwell Banker Home
Loans; Cartus Home Loans; First Capital; Preferred Mortgage
Group)
    
    DEPHH Mortgage Capital LLC
    
    DEPHH Mortgage Services Corporation
    
    MDPHH Sub 1 Inc.
    
    DEPreferred Mortgage Group, LLC
    
    DEPrinceton Commercial Lending, Inc.
    
    CARMR Financial, LLC (dba Princeton Capital; Mortgage California)
    
    CA
 Schedule 4-1




---



##### 



Schedule 5
 Litigation
  Schedule 5-1




---



##### 



Schedule 6  Approved Originators
 Originator
    
    add dateFremont National Bank & Trust
    
    
    6/17/2011Option Financial, Inc.
    
    
    6/17/2011Valley Federal Credit Union of Montana
    
    
    6/17/2011Bondcorp Realty Services, Inc.
    
    
    6/17/2011Red River Bank
    
    
    6/17/2011Vintage Mortgage Group
    
    
    6/17/2011Arbor Mortgage Corporation
    
    
    6/17/2011Cendera Funding, Inc.
    
    
    6/10/2011NBC Oklahoma
    
    
    6/3/2011Corporate Investors Mortgage Group, Inc.
    
    
    5/27/2011Cherry Creek Mortgage Co., Inc.
    
    
    5/20/2011The Bank of Canton
    
    
    5/20/2011Chicago Bancorp, Inc.
    
    
    5/6/2011Guranteed Mortgage Corporation
    
    
    5/6/2011Hendricks County Bank and Trust Company
    
    
    5/6/2011Mortgage Enterprise, LTD
    
    
    5/6/2011Oceanside Mortgage Company
    
    
    5/6/2011Primary Residential Mortgage, Inc.
    
    
    5/6/2011Total Mortgage Services
    
    
    5/2/2011First Montana Bank
    
    
    5/2/2011Admirals Bank
    
    
    5/2/2011Citizens Home Loans of America, Inc.
    
    
    5/2/2011Oaktree Funding Corporation
    
    
    5/2/2011First Basin Credit Union
    
    
    5/2/2011Guardhill Financial Corp.
    
    
    4/15/2011Mortgage Corp of the East III
    
    
    4/15/2011AKT American Capital Inc
    
    
    4/15/2011CU Mortgage Direct, LLC
    
    
    4/15/2011Residential Home Funding Corp.
    
    
    4/15/2011Platte Valley Bank of Missouri
    
    
    4/15/2011Freedom First Federal Credit Union
    
    
    4/15/2011Republic Bank & Trust
    
    
    4/15/2011Family First of NY Federal Credit Union
    
    
    4/15/2011Hamilton Group Funding, Inc.
    
    
    4/8/2011United Nations Federal Credit Union
    
    
    4/8/2011Consolidated Mortgage Services, LLC
    
    
    4/8/2011Schaefer Mortgage Corp
    
    
    4/8/2011Title Mortgage Solution, LLC
    
    
    4/1/2011Cornerstone Mortgage Center, Inc.
    
    
    4/1/2011Alameda Mortgage Corporation
    
    
    4/1/2011Group One Mortgage, Inc.
    
    
    4/1/2011American Mortgage Service Company
    
    
    4/1/2011Bay Bank & Trust Co
    
    
    3/28/2011
 Schedule 6-1




---



##### 



Originator
    
    add dateConnecticut Community Bank, N.A.
    
    
    3/28/2011F&B Acquisition Group, LLC
    
    
    3/28/2011Quik Fund, Inc.
    
    
    3/28/2011Residential Capital Mortgage Corporation
    
    
    3/28/2011WestStar Mortgage Inc.
    
    
    3/28/2011Choice Lending Corp.
    
    
    3/18/2011First World Mortgage
    
    
    3/18/2011Lend Smart Mortgage, LLC
    
    
    3/18/2011Neighborhood Mortgage Solutions, LLC
    
    
    3/18/2011Residential Wholesale Mortgage
    
    
    3/18/2011Security National Mortgage Company
    
    
    3/18/2011Siouxland Federal Credit Union
    
    
    3/18/2011Western Bancorp
    
    
    3/18/2011First Independent Bank
    
    
    3/11/2011VanDyk Mortgage Corporation
    
    
    3/11/2011The Equitable Mortgage Corp
    
    
    3/4/2011American Neighborhood Mortgage Acceptance Company, LLC
    
    
    3/4/2011E Mortgage Management, LLC
    
    
    3/4/2011Mortgage Financial, Inc.
    
    
    3/4/2011Credit Union of America
    
    
    2/25/2011PrimeLending, A PlainsCapital Company
    
    
    2/18/2011Coastway Community Bank
    
    
    2/18/2011MegaStart Financial Corp.
    
    
    2/18/2011Exchange Bank and Trust Co.
    
    
    2/18/2011Monument Mortgage Company Inc.
    
    
    2/18/2011San Diego Funding
    
    
    2/11/2011Avex Funding Corporation
    
    
    2/4/2011First Bank Mortgage
    
    
    2/4/2011Guaranteed Rate Inc.
    
    
    2/4/2011Highlands Residential Mortgage
    
    
    2/4/2011Infinity Home Mortgage Company Inc.
    
    
    2/4/2011Kittredge Mortgage Corporation
    
    
    2/4/2011Sentry Bank (name changeformerly First State Bank of St. Joseph)
    
    
    2/4/2011All In One Mortgage Lenders, LLC
    
    
    1/28/2011Cross River Bank
    
    
    1/28/2011Drew Mortgage Associates, Inc.
    
    
    1/28/2011First Bank Mortgage
    
    
    1/28/2011First National Bank of Durange
    
    
    1/28/2011International City Mortgage, Inc.
    
    
    1/28/2011Lowell Cooperative Bank
    
    
    1/28/2011Lynx Mortgage Bank LLC
    
    
    1/28/2011Midwest Regional Bank
    
    
    1/28/2011Residental Home Funding Corp.
    
    
    1/28/2011CrossCountry Mortgage Inc.
    
    
    1/21/2011Funding Resources Mortgage Corporation
    
    
    1/13/2011Sirva Mortgage Inc.
    
    
    1/13/2011Boulevard Bank
    
    
    1/13/2011Meridian Residential Capital, LLC
    
    
    1/13/2011
 Schedule 6-2




---



##### 



Originator
    
    add dateColonial Mortgage Service Co. of America
    
    
    1/13/2011Ouachita Independent Bank
    
    
    1/7/2011The Mortgage Outlet, Inc.
    
    
    1/7/2011Neighbors Financial Corp.
    
    
    1/7/2011American Midwest Mortgage Corporation
    
    
    1/7/2011Royal United Mortgage LLC
    
    
    12/23/2010Carrington Mortgage Services, LLC
    
    
    12/23/2010Atlantic Coast Bank
    
    
    12/17/2010HomeTrust Mortgage Corporation
    
    
    12/17/2010Homestead Financial Services, Inc.
    
    
    12/17/2010Carthage Federal Savings and Loan
    
    
    12/17/2010Heritage Oaks Bank
    
    
    12/17/2010Affiliated Mortgage Company
    
    
    12/10/2010Alpine Bank
    
    
    12/10/2010American Lending Network, Inc.
    
    
    12/10/2010Calasbasas Funding Corporation
    
    
    12/10/2010California Mortgage Advisors, Inc.
    
    
    12/10/2010Capital Assistance Corp.
    
    
    12/10/2010CashCall, Inc.
    
    
    12/10/2010First Choice Loan Services, Inc.
    
    
    12/10/2010Home Banc N.A.
    
    
    12/10/2010Leader Mortgage Corp.
    
    
    12/10/2010LeaderOne Financial Corporation
    
    
    12/10/2010Mortgage Capital Associates, Inc.
    
    
    12/10/2010Mortgage Direct, Inc.
    
    
    12/10/2010Nevada Mortgage Inc.
    
    
    12/10/2010On Q Financial, Inc.
    
    
    12/10/2010Residential Mortgage Services, Inc.
    
    
    12/10/2010Ruoff Mortgage Company, Inc.
    
    
    12/10/2010Shea Mortgage Inc.
    
    
    12/10/2010Signature Mortgage Corporation
    
    
    12/10/2010Southern Fidelity Mortgage, LLC
    
    
    12/10/2010Sterling National Mortgage Company
    
    
    12/10/2010The Family Credit Union
    
    
    12/10/2010The Washington Savings Bank
    
    
    12/10/2010US Mortgage Corporation
    
    
    12/10/2010Verus Bank
    
    
    12/10/2010VisionLoan, Inc.
    
    
    12/10/2010Willow Bend Mortgage
    
    
    12/10/2010Woodfield Planning Corporation
    
    
    12/10/2010Houstonian Mortgage Group, Inc.
    
    
    11/19/2010Equity Now Inc.
    
    
    11/19/2010Residential Capital Mortgage Corporation
    
    
    11/19/2010LenderFi Inc.
    
    
    11/19/2010Consumer Home Mortgage Corporation of America Inc.
    
    
    11/19/2010JFK Financial, Inc.
    
    
    11/19/2010Vectra Bank Colorado, NA
    
    
    11/19/2010Cornerstone Mortgage Co.
    
    
    11/19/2010
 Schedule 6-3




---



##### 



Originator
    
    add dateLincoln Mortgage Company
    
    
    11/19/2010Woodforest National Bank
    
    
    11/19/2010Paramount Bond & Mortgage Company
    
    
    11/19/2010Crossroads Financial of Northeast Ohio, LLC
    
    
    11/19/2010Syringa Bank
    
    
    11/19/2010Marion and Polk Schools Credit Union
    
    
    11/19/2010American Gateway Bank
    
    
    11/19/2010GFI Mortgage Bankers, Inc.
    
    
    11/12/2010New America Financial Group
    
    
    11/12/2010Community 1st Bank
    
    
    11/12/2010Priority Mortgage of Wichita
    
    
    11/12/2010Americash
    
    
    11/12/2010Home Financing Unlimited, Inc.
    
    
    11/12/2010Pinnacle Mortgage Inc.
    
    
    11/12/2010Alpine Mortgage, LLC
    
    
    11/12/2010Mortgage Brokers Services, Inc.
    
    
    11/12/2010Premium Mortgage Corp.
    
    
    11/12/2010Professional Home Mortgage Inc.
    
    
    11/12/2010New England Regional Mortgage Corporation
    
    
    11/12/2010Hyperion Capital Group, LLC
    
    
    11/12/2010Mortgage Trust Inc.
    
    
    11/12/2010Coast 2 Coast Funding Group, Inc.
    
    
    11/12/2010Homeowners Financial Group, USA, LLC
    
    
    11/12/2010Quontic Bank
    
    
    11/12/2010Nationwide Mortgage Concepts, LLC
    
    
    11/12/2010University Federal Credit Union
    
    
    11/12/2010Bank Mortgage Solutions, LLC
    
    
    11/12/2010Triad Bank
    
    
    11/1/2010The CU Link, Inc.
    
    
    11/1/2010Premier Community Bank of the Emerald Coast
    
    
    11/1/2010Omega Mortgage Corporation
    
    
    11/1/2010Henger Rast Mortgage Corporation
    
    
    11/1/2010Guaranteed Home Mortgage Company, Inc.
    
    
    11/1/2010First Mortgage Company
    
    
    11/1/2010Compass Mortgage Inc.
    
    
    11/1/2010Bank of Ruston
    
    
    11/1/2010Atlantic Bay Mortgage Group, LLC
    
    
    11/1/2010Amerifund Home Mortgage LLC
    
    
    11/1/2010Western National Bank
    
    
    10/21/2010Tucker Mortgage
    
    
    10/21/2010Tropical Financial Credit Union
    
    
    10/21/2010Summit Mortgage Bankers, Inc.
    
    
    10/21/2010Southwest National Bank
    
    
    10/21/2010RMS & Associates
    
    
    10/21/2010JLB Corporation dba Golden Oak Lending
    
    
    10/21/2010FirsTrust Mortgage Inc.
    
    
    10/21/2010Fidelity Mortgage Services Inc.
    
    
    10/21/2010Equity Bank N.A.
    
    
    10/21/2010Continental Bank
    
    
    10/21/2010Churchill Mortgage Corporation
    
    
    10/21/2010
 Schedule 6-4




---



##### 



Originator
    
    add dateAmerican United Mortgage Corporation
    
    
    10/21/2010Jersey Mortgage Company of New Jersey
    
    
    10/15/2010DAS Acquisition Company, LLC
    
    
    10/15/2010Absolute Home Mortgage Corporation
    
    
    10/15/2010Priority Mortgage Corp.
    
    
    10/8/2010Main Street Home Loans, LLC
    
    
    10/8/2010Lake Mortgage Company, Inc.
    
    
    10/8/2010Integrity First Financial Group, Inc.
    
    
    10/8/2010Centex Capital Corp.
    
    
    10/8/2010Adams Mortgage, LLC
    
    
    10/8/2010University of Iowa Community Credit Union
    
    
    10/1/2010State Bank of Lincoln
    
    
    10/1/2010Rocky Mountain Credit Union
    
    
    10/1/2010Eastland Financial Corporation
    
    
    10/1/2010Alliance Financial Resources, LLC
    
    
    10/1/2010Aerospace Federal Credit Union
    
    
    10/1/2010WR Starkey Mortgage, LLP
    
    
    9/24/2010WCS Lending LLC
    
    
    9/24/2010Security Bank of Kansas City
    
    
    9/24/2010Mortgage Capital Partners, Inc.
    
    
    9/24/2010L.O.AN. Services, Inc.
    
    
    9/24/2010First American Bank
    
    
    9/24/2010Financial Federal Savings Bank
    
    
    9/24/2010C S Financial Inc.
    
    
    9/24/2010Prime Bank
    
    
    9/17/2010First American Mortgage Inc.
    
    
    9/17/2010Augusta Mortgage Company
    
    
    9/17/2010Access Capital Funidng, LLC
    
    
    9/17/2010Union Mortgage Group, Inc.
    
    
    9/10/2010The Business Bank of St. Louis
    
    
    9/10/2010Suncoast Schools Federal Credit Union
    
    
    9/10/2010Parkside Lending, LLC
    
    
    9/10/2010NFM, Inc.
    
    
    9/10/2010New American Mortgage LLC
    
    
    9/10/2010Murphy Home Loans, Inc.
    
    
    9/10/2010Mortgage Holdings, Inc.
    
    
    9/10/2010Home Mortgage Assured Corporation dba Howard Hanna Mortgage Services
    
    
    9/10/2010First Fidelity Bank
    
    
    9/10/2010Bay Credit Union
    
    
    9/10/2010Alpha Mortgage Corporation
    
    
    9/10/2010Valley Mortgage, Inc.
    
    
    9/3/2010New American Mortgage, LLC
    
    
    9/3/2010Howard Hanna Financial Services, Inc.
    
    
    9/3/2010GVC Mortgage, Inc.
    
    
    9/3/2010Commercial State Bank
    
    
    9/3/2010CMG Mortgage Inc.
    
    
    9/3/2010Apex Home Loans, Inc.
    
    
    9/3/2010Yukon National Bank
    
    
    8/27/2010Tidewater Home Funding, LLC
    
    
    8/27/2010Superior Mortgage Corporation
    
    
    8/27/2010Mortgage Master, Inc.
    
    
    8/27/2010
 Schedule 6-5




---



##### 



Originator
    
    add dateMetropolitan Home Mortgage Inc.
    
    
    8/27/2010MetAmerica Mortgage Bankers, Inc.
    
    
    8/27/2010MegaStar Financial Corp.
    
    
    8/27/2010Hallmark Home Mortgage, LLC
    
    
    8/27/2010First Colony Mortgage Corp.
    
    
    8/27/2010Crestline Funding Corporation
    
    
    8/27/2010Classic Home Financial, Inc.
    
    
    8/27/2010Buffalo Federal Savings Bank
    
    
    8/27/2010Aurora Mortgage LLC
    
    
    8/27/2010Atlantis Mortgage Co.,Inc.
    
    
    8/27/2010Array Financial Group, Inc.
    
    
    8/27/2010West Town Savings Bank
    
    
    8/13/2010Unifirst Mortgage Corporation
    
    
    8/13/2010Tidewater Mortgage Services, Inc.
    
    
    8/13/2010Shamrock Financial Corporation
    
    
    8/13/2010Priority Financial Services, LLC
    
    
    8/13/2010NJ Lenders Corporation
    
    
    8/13/2010NFM, Inc.
    
    
    8/13/2010Mortgage Research Center, LLC
    
    
    8/13/2010MCS Mortgage Bankers, Inc.
    
    
    8/13/2010Marketplace Home Mortgage LLC
    
    
    8/13/2010Group 2000 Real Estate Services Inc.
    
    
    8/13/2010Continental Home Loans, Inc.
    
    
    8/13/2010Affiliated Financial Group, LLC
    
    
    8/13/2010Watson Mortgage Corporation
    
    
    8/6/2010Suburban Mortgage, Inc.
    
    
    8/6/2010Republic State Mortgage Co.
    
    
    8/6/2010Liberty First Credit Union
    
    
    8/6/2010L&G Mortgagebanc, Inc.
    
    
    8/6/2010Guarantee Mortgage Corporation
    
    
    8/6/2010First Equity Mortgage Bankers, Inc.
    
    
    8/6/2010First Choice Bank
    
    
    8/6/2010First Centennial Mortgage Corporation
    
    
    8/6/2010Chemical Bank
    
    
    8/6/2010Broker Solutions, Inc. dba New American Funding
    
    
    8/6/2010Broker Solutions, Inc.
    
    
    8/6/2010BluFi Direct Mortgage Corporation
    
    
    8/6/2010Americas Mortgage, LLC
    
    
    8/6/20104Trust Mortgage, Inc.
    
    
    8/6/2010Summit Mortgage Corporation
    
    
    7/29/2010Strategic Mortgage Co.
    
    
    7/29/2010Stifel Bank and Trust
    
    
    7/29/2010River City Mortgage & Financial, LLC
    
    
    7/29/2010Residential Bancorp
    
    
    7/29/2010Market Mortgage Co LTD
    
    
    7/29/2010First Bank
    
    
    7/29/2010Excel Mortgage Servicing, Inc.
    
    
    7/29/2010Borel Private Bank & Trust Company
    
    
    7/29/2010Advisors Mortgage Group LLC
    
    
    7/29/2010Wholesale Capital Corporation
    
    
    7/23/2010Waterstone Mortgage Corporation
    
    
    7/23/2010
 Schedule 6-6




---



##### 



Originator
    
    add dateTrident Mortgage Company
    
    
    7/23/2010Town Square Mortgage & Investments Inc.
    
    
    7/23/2010Mortgage Mobility, LLC
    
    
    7/23/2010GSF Mortgage Corporation
    
    
    7/23/2010First Internet Bank of Indiana
    
    
    7/23/2010CMCO Mortgage LLC
    
    
    7/23/2010Bank of the Pacific
    
    
    7/23/2010Bank of Idaho
    
    
    7/23/2010Allied Mortgage Group
    
    
    7/23/2010Woodfield Planning Corp. (Adding a Tier)
    
    
    7/16/2010Village Bank Mortgage Corporation
    
    
    7/16/2010The Carroll Mortgage Group, Inc.
    
    
    7/16/2010Texcorp Mortgage Bankers, Incorporated
    
    
    7/16/2010Sterling National Mortgage Co.
    
    
    7/16/2010Residential Finance Corporation
    
    
    7/16/2010Old Second National Bank
    
    
    7/16/2010Land/Home Financial Services
    
    
    7/16/2010Ideal Home Loans, LLC
    
    
    7/16/2010Home Mortgage Network
    
    
    7/16/2010Hawaii Community Federal Credit Union
    
    
    7/16/2010Glendenning Mortgage Corporation
    
    
    7/16/2010First Western Mortgage Inc
    
    
    7/16/2010Dubuque Bank and Trust Company
    
    
    7/16/2010Directors Financial Group
    
    
    7/16/2010Cyprus Federal Credit Union
    
    
    7/16/2010Centennial Bank
    
    
    7/16/2010Capital Mortgage Funding, LLC
    
    
    7/16/2010Asset Center Incorporated
    
    
    7/16/2010Ark Mortgage, Inc.
    
    
    7/16/2010Amera Mortgage Corporation
    
    
    7/16/2010Affordable Home Loans
    
    
    7/16/2010Advance Mortgage Corporation
    
    
    7/16/2010Home Mortgage Network
    
    
    7/9/2010Simmons First National Bank
    
    
    7/2/2010Regency Mortgage Corporation
    
    
    7/2/2010Consumer Loan Services LLC
    
    
    7/2/2010Truliant Federal Credit Union
    
    
    6/25/2010Riverwood Financial Group, LLC
    
    
    6/25/2010Primary Partners
    
    
    6/25/2010Capital City Bank
    
    
    6/25/2010The American Eagle Mortgage Co., LLC
    
    
    6/11/2010NAE FCU
    
    
    6/11/2010Lynchburg Municpal EFCU
    
    
    6/11/2010Canyon National Bank
    
    
    6/11/2010Bank of Manhattan
    
    
    6/11/2010Town and Country Credit Union
    
    
    6/4/2010Orange Savings Bank
    
    
    6/4/2010Gold Country Bank
    
    
    6/4/2010Arizona Central Credit Union
    
    
    6/4/2010Southern Community Bank and Trust
    
    
    5/28/2010Idaho Independent Bank
    
    
    5/28/2010
 Schedule 6-7




---



##### 



Originator
    
    add dateSiouxland Federal Credit Union
    
    
    5/21/2010CFG Community Bank
    
    
    5/21/2010Bank of Ozarks
    
    
    5/14/2010Iberia Bank Mortgage Co.
    
    
    5/10/2010Capital Bank
    
    
    5/10/2010State Bank of Belle Plaine
    
    
    4/30/2010PHH Home Loans, LLC dba Preferred Mortgage Group
    
    
    4/30/2010One Bank & Trust, N.A.
    
    
    4/30/2010Numerica Credit Union
    
    
    4/30/2010East Carolina Bank
    
    
    4/30/2010Community Savings Bank
    
    
    4/30/2010Alliance Blackstone Valley Federal Credit Union
    
    
    4/23/2010New Mexico Educators Federal Credit Union
    
    
    4/16/2010Iberiabank Mortgage Company
    
    
    4/16/2010First Security Bank of Missoula
    
    
    4/16/2010Pendleton Community Bank dba Allegheny Mortgage
    
    
    4/8/2010First National Bank in New Bremen
    
    
    4/8/2010AmeriCu Credit Union
    
    
    4/8/2010Utilities Employees Credit Union
    
    
    4/2/2010Mackinac Savings Bank, FSB
    
    
    4/2/2010First Community Bank
    
    
    4/2/2010First Peoples Bank
    
    
    3/26/2010Great Western Bank, a division of Frontier Bank FSB
    
    
    3/19/2010Bank of Little Rock Mortgage Corp.
    
    
    3/19/2010Town and Country Bank (TX)
    
    
    3/12/2010The First National Bank of Trenton
    
    
    3/12/2010Ravalli County Federal Credit Union
    
    
    3/12/2010Premier Lending Alliance, LLC (CUSO)
    
    
    3/12/2010Lacamas Community Credit Union
    
    
    3/12/2010First National Bank of Alamogordo
    
    
    3/12/2010Valley Federal Credit Union
    
    
    3/5/2010The Lake Bank
    
    
    3/5/2010Monarch Bank
    
    
    3/5/2010Otero FCU
    
    
    2/25/2010Value Bank Texas
    
    
    2/19/2010Tuscaloosa Teachers Credit Union
    
    
    2/19/2010Premier Bank
    
    
    2/19/2010Community Bank Mortgage
    
    
    2/19/2010Tri-County Bank
    
    
    2/12/2010Torrance Community Credit Union
    
    
    1/29/2010River Valley Bank
    
    
    1/29/2010First State Bank of St. Joseph
    
    
    1/29/2010Community Resource Credit Union
    
    
    1/29/2010GSB Mortgage, Inc.
    
    
    1/25/2010Commerce Bank of Arizona
    
    
    1/25/2010Moore Mortgage, Inc.
    
    
    1/8/2010PointBank
    
    
    12/31/2009Seasons Federal Credit Union
    
    
    12/23/2009Operating Engineers Local Union #3 Federal Credit Union
    
    
    12/23/2009The Citizens Bank of Winfield
    
    
    12/18/2009Security State Bank & Trust
    
    
    12/18/2009
 Schedule 6-8




---



##### 



Originator
    
    add dateBridge City State Bank
    
    
    12/11/2009VUE Community Credit Union
    
    
    12/7/2009First National Bank, Cortez
    
    
    12/7/2009Colonial Bank Federal Savings Bank
    
    
    12/7/2009First Savings Bank
    
    
    11/20/2009EdTech Federal Credit U nion
    
    
    11/20/2009Heartland Community Bank
    
    
    11/12/2009Conestoga Bank
    
    
    11/12/2009PHH Home Loans dba First Captial dba Hamera Home Loans
    
    
    11/6/2009OmniAmerican Bank
    
    
    11/6/2009Texas First Bank
    
    
    10/23/2009American Bank
    
    
    10/23/2009Affiliated Bank
    
    
    10/23/2009First and Citizens Bank
    
    
    10/16/2009Red Canoe Credit Union
    
    
    10/9/2009Tech Credit Union
    
    
    10/2/2009Horry County State Bank
    
    
    10/2/2009Burbank City Federal Credit Union
    
    
    10/2/2009Big Sky Western Bank
    
    
    10/2/2009A. J. Smith Federal Savings Bank
    
    
    10/2/2009Willamette Community Bank
    
    
    9/25/2009Tru West Credit Union
    
    
    9/25/2009Mission Bank
    
    
    9/25/2009Stockman Bank of Montana
    
    
    9/18/2009First Security Bank of Nevada
    
    
    9/18/2009Curtis Mortgage Company, Inc.
    
    
    9/11/2009Comanche National Bank
    
    
    9/11/2009Wyoming Bank & Trust
    
    
    9/4/2009Wolverine Bank
    
    
    9/4/2009West One Bank
    
    
    9/4/2009Valley National Bank
    
    
    9/4/2009United Southern Bank
    
    
    9/4/2009United Republic Bank
    
    
    9/4/2009TruWest Credit Union
    
    
    9/4/2009Town and Country Bank
    
    
    9/4/2009The Foothills Bank
    
    
    9/4/2009The First National Bank of Durrango
    
    
    9/4/2009Stonegate Bank
    
    
    9/4/2009State Bank of Table Rock
    
    
    9/4/2009South Valley Bank and Trust
    
    
    9/4/2009Sate Bank of TableRock
    
    
    9/4/2009Ruby National Bank
    
    
    9/4/2009Pulaski Bank
    
    
    9/4/2009Proficio Bank
    
    
    9/4/2009Plaza Park Bank
    
    
    9/4/2009Pilot Bank
    
    
    9/4/2009Peoples Bank of Montana
    
    
    9/4/2009Peoples Bank
    
    
    9/4/2009Patterson State Bank
    
    
    9/4/2009Otero Federal Credit Union
    
    
    9/4/2009Oregon Pacific Bank
    
    
    9/4/2009
 Schedule 6-9




---



##### 



Originator
    
    add dateOconee State Bank
    
    
    9/4/2009North Bank
    
    
    9/4/2009National Bank and Trust
    
    
    9/4/2009Montgomery Bank
    
    
    9/4/2009Mohave State Bank
    
    
    9/4/2009MidFlorida Credit Union
    
    
    9/4/2009Marco Community Bank
    
    
    9/4/2009Mainstreet Community Bank
    
    
    9/4/2009Lincoln Savings Bank
    
    
    9/4/2009Lafayette State Bank
    
    
    9/4/2009KS Bank
    
    
    9/4/2009InSouth Bank
    
    
    9/4/2009Hometown Bank
    
    
    9/4/2009Homesavings of America
    
    
    9/4/2009Home State Bank
    
    
    9/4/2009Highlands Union Bank
    
    
    9/4/2009Great Plains Bank
    
    
    9/4/2009Granite Communty Bank
    
    
    9/4/2009G. W. Jones Exchange Bank
    
    
    9/4/2009Folsom Lake Bank
    
    
    9/4/2009Flint Creek Bank
    
    
    9/4/2009First Vision Bank
    
    
    9/4/2009First State Fremont, Inc. dba First State Bank & Trust Company
    
    
    9/4/2009First State Bank and Trust
    
    
    9/4/2009First SeCredit Unionrity Bank of NV
    
    
    9/4/2009First National Mortgage Services
    
    
    9/4/2009First National Bank Trenton
    
    
    9/4/2009First National Bank Manhattan
    
    
    9/4/2009First National Bank Green Forest
    
    
    9/4/2009First Harrison Bank
    
    
    9/4/2009First Community National Bank
    
    
    9/4/2009First Community Bank-Hillsboro
    
    
    9/4/2009First Community Bank, NA
    
    
    9/4/2009Farmers State Bank of Madelia
    
    
    9/4/2009Farmers State Bank (Parkston)
    
    
    9/4/2009Farmers State Bank (Marion)
    
    
    9/4/2009Farmers State Bank
    
    
    9/4/2009Farmers Bank (Lincoln)
    
    
    9/4/2009Farmers and Merchants Bank
    
    
    9/4/2009Envision Credit Union
    
    
    9/4/2009East Carolina Bank
    
    
    9/4/2009Eagle Community Bank
    
    
    9/4/2009DamasCredit Unions Community Bank
    
    
    9/4/2009Damariscotta Bank
    
    
    9/4/2009Crescent State Bank
    
    
    9/4/2009Credit Unionrtis Mortgage Co.
    
    
    9/4/2009Credit Unionmberland Bank & Trust
    
    
    9/4/2009ConnectiCredit Uniont River Bank
    
    
    9/4/2009Community Trust & Banking Co.
    
    
    9/4/2009Community First Bank dba First Fidelity Bank
    
    
    9/4/2009Centrue Bank
    
    
    9/4/2009
 Schedule 6-10




---



##### 



Originator
    
    add dateCapaha Bank
    
    
    9/4/2009Burke & Herbert Bank & Trust Co
    
    
    9/4/2009Bank of the Islands
    
    
    9/4/2009Bank of Commerce
    
    
    9/4/2009Bank of Clarke County
    
    
    9/4/2009Bank 21
    
    
    9/4/2009Advantage Loans
    
    
    9/4/20091st Bank Yuma
    
    
    9/4/2009Willamette Valley Bank
    
    
    8/27/2009Table Rock Community Bank
    
    
    8/27/2009Ruby Valley National Bank
    
    
    8/27/2009Bruning State Bank
    
    
    8/27/2009The Bank of Romney
    
    
    8/24/2009Proficio Mortgage Ventures
    
    
    8/24/2009Plaza Park State Bank
    
    
    8/24/2009Peoples State Bank of Wyalusing, PA
    
    
    8/24/2009Home Savings of America
    
    
    8/24/2009Citizens Deposit Bank
    
    
    8/24/2009Peoples Bank, a Cordorus Valley Company
    
    
    8/20/2009Metro Credit Union
    
    
    8/20/2009Farmers State Bank of Madelia, Inc.
    
    
    8/20/2009Central Valley Bank
    
    
    8/20/2009Vergas State Bank
    
    
    8/13/2009Northern Communities Credit Union
    
    
    8/13/2009First Federal Savings Bank
    
    
    8/13/2009Community State Bank
    
    
    8/13/2009Community & Teachers Federal Credit Union
    
    
    8/13/2009Phenix-Girard Bank
    
    
    8/7/2009Alabama State Employoees Credit Union
    
    
    7/31/2009Mid Central Federal Savings Bank
    
    
    7/17/2009Desert Schools Federal Credit Union
    
    
    7/17/2009Family 1 Federal Credit Union
    
    
    7/10/2009Northwest Community Credit Union
    
    
    7/6/2009Metco Credit Union
    
    
    7/6/2009N.W. Iowa Credit Union (Midwest Mortgage Partners)
    
    
    6/18/2009Cedar Rapids Bank and Trust Company
    
    
    6/18/2009Sunnyside Federal Savings & Loan Association of Irvington
    
    
    6/12/2009MidFlorida Federal Credit Union
    
    
    6/12/2009ConnectiCredit Uniont Community Bank, N.A.
    
    
    6/12/2009Bank of Fairfield
    
    
    6/12/2009Geneva State Bank
    
    
    6/5/2009Family Trust Federal Credit Union
    
    
    6/5/2009Cedar Falls Community Credit Union
    
    
    5/22/2009Workers Credit Union
    
    
    5/14/2009SouthernTrust Bank
    
    
    5/14/2009First Minnesota Bank
    
    
    5/14/2009Nevada State Bank
    
    
    5/8/2009Brush Federal Credit Union
    
    
    4/30/2009PermaCredit Unionlture Credit Union
    
    
    4/15/2009Community South Credit Union
    
    
    4/15/2009Zachary Bancshares dba Bank of Zachary
    
    
    4/3/2009
 Schedule 6-11




---



##### 



Originator
    
    add dateNorth Jersey Federal Credit Union
    
    
    4/3/2009Gallup Federal Credit Union
    
    
    4/3/2009Credit Union Financial Services of Hawaii, LLC
    
    
    4/3/2009Ameriserv Financial, Inc. dba Ameriserv Financial Bank
    
    
    4/3/2009Sioux Falls Federal Credit Union
    
    
    3/26/2009Dillon Employees Credit Union
    
    
    3/26/2009Novation Credit Union
    
    
    3/20/2009Roanoke Postal Employees Federal Credit Union
    
    
    3/16/2009PPL GOLD Credit Union
    
    
    3/6/2009Family Advantage Federal Credit Union
    
    
    3/6/2009Wave Federal Credit Union
    
    
    3/2/2009Steuben Trust Company
    
    
    3/2/2009Five Star Credit Union
    
    
    3/2/2009Credit Union One
    
    
    3/2/2009Central City Credit Union (formerly Point Plus Credit Union)
    
    
    3/2/2009Cornerstone Bank
    
    
    2/17/2009Benchmark Mortgage, Inc.
    
    
    2/17/2009Wheatland Bank
    
    
    2/9/2009St. Paul Postal Employees Credit Union dba Postal Credit Union
    
    
    1/23/2009United 1st Federal Credit Union
    
    
    1/16/2009Fairmont Credit Union
    
    
    1/16/2009SunSouth Bank
    
    
    1/15/2009I-C Federal Credit Union
    
    
    12/12/2008The Bank of Jackson
    
    
    10/10/2008Community First Credit Union of Florida
    
    
    10/10/2008Coldwell Banker Southeast Mortgage Company, Inc. (Coldwell Banker Prestige Homes)
    
    
    10/10/2008Coastal Community Bank dba Coastal Community Mortgage
    
    
    10/10/2008Mortgage Solutions, LLC
    
    
    9/26/2008Coldwell Banker Select Funding, Inc. (Coldwell Banker Select Professionals)
    
    
    9/26/2008Beehive Federal Credit Union
    
    
    9/26/2008North Iowa Community Credit Union
    
    
    9/18/2008General Mills Federal Credit Union
    
    
    9/12/2008CMCF, Inc. dba Carolina Mortgage Co. of Fayetteville
    
    
    9/12/2008Century 21 Advantage Loans, Inc. (Century 21 Weaver & Assoc.)
    
    
    9/12/2008Air Academy Federal Credit Union
    
    
    9/12/2008The Honor State Bank
    
    
    9/5/2008Potlatch No. 1 Federal Credit Union
    
    
    9/5/2008Commerce National Bank
    
    
    9/5/2008Twin Star Credit Union
    
    
    8/7/2008Rocky Mountain Bank
    
    
    8/7/2008First Texas Bank
    
    
    8/7/2008Fairmont Federal Credit Union
    
    
    8/7/2008Washington State Employees Credit Union dba One Washington Financial
    
    
    6/26/2008Russell Country Federal Credit Union (Credit UnionSource)
    
    
    6/26/2008Members Mortgage Company, Inc.
    
    
    6/26/2008Little Horn State Bank
    
    
    6/26/2008Gesa Credit Union
    
    
    6/26/2008Corps of Engineers Federal Credit Union
    
    
    6/26/2008Coldwell Banker Murphy Home Loans, Inc. dba Premier Lending services, Inc. (Coldwell Banker
Premier Real Estate)
    
    
    6/26/2008Coldwell Banker Arrow Group Mortgage Services, Inc. dba Riverlakes Mortgage (Coldwell Banker
Preferred, Realtors/Coldwell Banker America West, Coldwell Banker Riverlakes)
    
    
    6/20/2008
 Schedule 6-12




---



##### 



Originator
    
    add dateColdwell Banker Arrow Group Mortgage Services, Inc. dba Buena Vista Mortgage (Coldwell Banker
Preferred, Realtors/Coldwell Banker America West/Coldwell Banker Riverlakes)
    
    
    6/20/2008Arrow Group Mortgage Services, Inc. dba Westwind Mortgage (Coldwell Banker Preferred,
Realtors/Coldwell Banker America West/Coldwell Banker Riverlakes)
    
    
    6/20/2008Ouachita Valley Federal Credit Union
    
    
    6/13/2008Lancaster Red Rose Credit Union
    
    
    6/6/2008Century 21 Brooks Ballard Mortgage, LLC
    
    
    6/2/2008Seattle Metropolitan Credit Union
    
    
    5/16/2008S & T Bank
    
    
    5/16/2008First Community Bank of Crawford County
    
    
    5/16/2008Tuscaloosa Credit Union
    
    
    5/12/2008TriStone Community Bank
    
    
    5/12/2008GME Enterprises, Inc. dba GME Mortgage
    
    
    5/12/2008Quoin Financial Bank dba First State Bank of Miller
    
    
    4/30/2008Landmark Mortgage
    
    
    4/30/2008Heritage Trust Federal Credit Union
    
    
    4/30/2008Best of Iowa Community Credit Union
    
    
    4/30/2008May Plant Credit Union
    
    
    4/25/2008Highlands Independent Bank
    
    
    4/25/2008Century 21 Century Mortgage Funding, LLC dba Century Funding (Century 21 Prestige Realty Group)
    
    
    4/25/2008Beehive Federal Credit Union
    
    
    4/25/2008AFC, Inc. dba American Financial Services
    
    
    4/25/2008Western SeCredit Unionrity Bank
    
    
    4/3/2008Utah Community Credit Union
    
    
    4/3/2008Idaho Central Credit Union
    
    
    4/3/2008Devere Mortgage Corp.
    
    
    4/3/2008Coastal Community Bank
    
    
    4/3/2008Members Mortgage Co., Inc. (Credit UnionSO)
    
    
    2/25/2008Inland Northwest Bank
    
    
    2/25/2008Academy Mortgage Corporation
    
    
    2/25/2008PBS Mortgage Corp.
    
    
    2/11/2008Home Mortgage Resources, Inc.
    
    
    2/11/2008First National Bank of Central Florida
    
    
    2/11/2008Coldwell Banker Regent Home Mortgage, LLC dba Regent Home Mortgage (Coldwell Banker Homesale)
    
    
    2/11/2008Members Financial Services, LLC (Credit UnionSO)
    
    
    2/6/2008Intero Real Estate Services, Inc. dba Intero Mortgage
    
    
    2/6/2008Century 21 Mid-Atlantic Mortgage Group, LLC
    
    
    2/6/2008Mid-Atlantice Mortgage Group, LLC
    
    
    2/1/2008American Sterling Bank
    
    
    1/22/2008Emery Federal Credit Union
    
    
    1/14/2008The Family First Federal Credit Union
    
    
    1/11/2008Moutain Empire Federal Credit Union (Member Options)
    
    
    1/11/2008Destin First Bank
    
    
    1/11/2008Carolina Bank
    
    
    1/11/2008VP Partners, Inc. dba Back Bay Funding
    
    
    1/4/2008Mason-McDuffie Mortgage Corporation
    
    
    1/4/2008MAS Associates, LLC dba Equity Mortgage
    
    
    12/17/2007Foundation First Bank (Name Change from Western State Bank 5/22/09)1st Advantage Federal Credit Union1st Constitution Bank1st Elite Home loans
 Schedule 6-13




---



##### 



Originator
    
    add date1st National Bank of Artesia1st New Mexico Bank1st New Mexico Bank of Silver City1st SeCredit Unionrity Bank of Washington360 Federal Credit UnionAAL Member Credit UnionA-B Credit UnionABBOTT LABORATORIES ECredit UnionABCO Federal Credit UnionAberdeen Proving Ground Federal Credit UnionABNB Federal Credit UnionAcacia Fed SavingsAdvantage Plus Federal Credit UnionADVANTIS Credit UnionAffinity Credit UnionAFG Employees Credit UnionAlantec Financial Federal Credit UnionALCOA Employees Credit UnionALLCO Credit UnionAllegent Community Federal Credit UnionAlliant Credit UnionAllstate Financial Services, Inc.Alternatives Federal Credit UnionAmBankAMCORE Bank , N.A.American Bank of the NorthAmerican Heritage Federal Credit UnionAmerican Home BankAmerican Marine BankAmerican Momentum BankAmerican State BankAnimas Credit UnionARC Federal Credit UnionArizona Federal Credit UnionArlington Virginia Federal Credit UnionArmstrong Employees Local No. 164 Credit UnioArmy Aviation Center Federal Credit UnionArtisan Mortgage, LLCArtisans Savings BankAssociates Credit UnionAtlantic Federal Credit UnionAtlantic Stewardship BankAURGROUP Financial Credit UnionAvanta Federal Credit UnionAxiom Financial LLCAxiom Financial LLC d/b/a Rocky Mountain Mortgage LoansBanco PopularBank of AkronBank of EssexBank of MonticelloBank of Rantoul
 Schedule 6-14




---



##### 



Originator
    
    add dateBank of the Bluegrass & Trust Co.Bank of WhitmanBank TrustBankAtlanticBATON ROUGE TELCO Federal Credit UnionBaxter Credit UnionBay Area Credit Union, Inc.BAYER EFederal Credit UnionBaylands Federal Credit UnionBeacon Credit UnionBeacon Mortgage Company LLCBear Paw Credit UnionBellwood Federal Credit UnionBERRIEN TEACHERS Credit UnionBFG Federal Credit UnionBig Island 1013 Federal Credit UnionBig Sky Federal Credit UnionBillings Federal Credit UnionBitterroot Community Federal Credit UnionBorder Trust CompanyBossier Federal Credit UnionBradford National BankBrightstar Credit UnionBronco Federal Credit UnionBulldog Federal Credit UnionBULLS EYE Credit UnionBurnet Home LoansBUTLER ARMCO ECredit UnionByron BankC & O Federal Credit UnionC&F Mortgage CorporationCalifornia Bank & TrustCall Federal Credit UnionCambridge Mortgage CorporationCampus Federal Credit UnionCampus USA Credit UnionCapital Communications Federal Credit UnionCapital Credit UnionCapitol BankCapitol View Credit UnionCartus Home Loans LLCCatoosa Teachers Federal Credit UnionCentral BankCentral Florida Healthcare Federal Credit UnionCENTRAL KANSAS CREDIT UNIONCentral Pacific Home LoansCentral States Mortgage Co.Central Valley Community BankCentris Federal Credit UnionCentury 21 AdvantageCentury 21 Along the River Properties
 Schedule 6-15




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##### 



Originator
    
    add dateCentury 21 American Heritage (Lower Burrell Office)Century 21 Century 21 Mortgage CorporationCentury 21 Century 21 Mortgage, LLCCentury 21 Century Mortgage Company dba Central Lending Company (Century 21 Realty Group Hagan)Century 21 Clements RealtyCentury 21 Donald Staley  Fredericksburg, VACentury 21 Erma AdamsCentury 21 River Oaks Maselle (Germantown)CFederal Credit Union Community Credit UnionChambers Bank of North ArkansasCharles Schwab BankCharlottesville Postal Federal Credit UnionChartway Federal Credit UnionChatham Federal Credit UnionChessie Federal Credit UnionChoice One Federal Credit UnionCitizens BankCitizens Bank of Las CrucesCitizens Bank of MukwonagoCITIZENS FIRST CREDIT UNIONCitizens State BankCitizens Tri-County BankClearview Federal Credit UnionCLOVERBELT Credit UnionCoast Line Credit UnionCode Credit UnionColban Funding, Inc.Coldwell Banker Howell  NRTColdwell Banker Lawrenceburg NRTColdwell Banker Sacramento-Metro  NRTColdwell Banker Schaumburg  NRTColdwell Banker Short Hills  NRTColdwell Banker Triad, Realtors-Winston Salem-Stratford RdColdwell Banker Bedminster  NRTColdwell Banker Home Loans LLCColdwell Banker Mortgage CorporationColdwell Banker Mortgage, LLCColleague Services CorporationCollins Credit UnionColumbia Credit UnionColumbia River BankColumbia State BankCombustion FederalComdial Charlottesville Federal Credit UnionCommercial BankCommercial Bank & TrustCommonwealth BankCommonwealth One Federal Credit UnionCommunity 1st Credit UnionCommunity 1st Federal Credit UnionCommunity Bank
 Schedule 6-16




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##### 



Originator
    
    add dateCommunity Credit Union of WausauCOMMUNITY FINANCIAL MEMBERS Federal Credit UnionCommunity First BankCompliance Loans OnlyComstar Federal Credit UnionComTrust Federal Credit Union  CTCongressional BankConnectiCredit Uniont River Bank, NAConnects Federal Credit UnionCO-OP Credit UnionCooperative Center Federal Credit UnionCoosa Valley Federal Credit UnionCorePlus Federal Credit UnionCornerstone Community Federal Credit UnionCornerstone Credit UnionCornerstone Federal Credit UnionCornerstone Financial Credit UnionCornerstone Mortgage Group, LLCCorporate America Family Federal Credit UnionCottonwood Mort, LLCCounty of Henrico Federal Credit UnionC-Plant Federal Credit UnionCPM Federal Credit UnionCredit Union Mortgage ServiceCredit Union of GeorgiaCredit Union Services, LLCCredit Union WestCredit UnionC Mortgage CorporationCredit UnionLAS CorporationCredit Unionmberland Co. Teachers Federal Credit UnionCredit Unionmorah Credit UnionCredit Unionrrie State BankCredit Unionrtis Mortgage Company, Inc.Credit UnionSO of Middle Tennessee, Inc.Cross Valley Federal Credit UnionDade County Federal Credit UnionDaniels-Sheridan Federal Credit UnionDecatur Bank and Trust CompanyDecatur State BankDeere Employee Credit UnionDelta Employees Credit UnionDepartment of Commerce Federal Credit UnionDes Moines Metro Credit UnionDes Moines Police Officers Credit UnionDevere Capital Corp.Dexsta Federal Credit UnionDHCredit Union Community Credit UnionDOMINION Credit UnionDover Federal Credit UnionDu Trac Credit UnionDubuque Teachers Credit Union
 Schedule 6-17




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##### 



Originator
    
    add dateDupaco Community Credit UnionDuPont Community Credit UnionDuPont Fibers Federal Credit UnionE Choice Solutions LLCE Federal Credit UnionEastern Utah Community Federal Credit UnionEaston Bank & TrustEducational Employees Credit UnionEinbinder Management Mortgage CorporationElkhart County Farm Bureau Credit UnionElkhorn Federal Credit UnionEmbassy Financial Services, Inc.Emory Alliance Credit UnionENDEAVOR Federal Credit UnionEnterprise Bank, N.A.ERA Home Loans, LLCERA Mortgage CorporationERA Norman RealtyERA Queen City RealtyEricson Employees Federal Credit UnionErie Shores Credit Union, Inc.Etowah Valley Federal Credit UnionEvansville Teachers Federal Credit UnionFAA First Federal Credit UnionFAA Western Federal Credit UnionFairfax County Employees Credit UnionFallon County Federal Credit UnionFAMILY SECredit UnionRITY Credit UnionFarmers & Merchants BankFarmers & Merchants National BankFarmers BankFed Star Federal Credit UnionFedEx Employees Credit Association Federal Credit UnionFergus County Federal Credit UnionFIMI, Inc.Financial Plus Credit UnionFire Fighters Credit UnionFirst Alliance Credit UnionFirst Arkansas Valley BankFirst Bank & Trust Co.First Class Credit UntionFirst Collinsville BankFirst Community Credit UnionFirst Community Credit Union of BeloitFirst County BankFirst Day Financial Credit UnionFirst Farmers State Bank of MinierFirst Federal Credit UnionFirst Financial Bank, N.A.First Financial of Maryland Credit UnionFirst Florida Credit Union
 Schedule 6-18




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##### 



Originator
    
    add dateFirst Guaranty BankFirst Heritage Financial CorporationFirst Horizon Home Loan CorporationFirst International BankFirst Merchants Bank of Central Indiana, N.A.First Merchants Bank, NAFirst Midwest Bank of DexterFirst Mortgage Services Inc.First National BankFirst National Bank & TrustFirst National Bank in ExeterFirst National Bank MinnesotaFirst National Bank of Chester CountyFirst National Bank of CrossettFirst National Bank of MontanaFirst National Bank of PortlandFirst National Bank of Santa FeFirst National Beatrice Bank & TrustFirst Place BankFirst SeCredit Unionrity BancorpFirst SeCredit Unionrity Bank of BozemanFirst South Credit UnionFirst Southern BankFirst State BankFirst State Bank  Russellville, ARFirst State Bank of SocorroFirst USA Federal Svgs. BankFirst Western Bank & TrustFirstcity Mortgage Corp.FirstCo Mortgage Corp.Flathead Bank of BigforkFlathead Credit UnionFlint Creek Valley BankFlorida Commerce Credit UnionFort Belvoir Federal Credit UnionFort Community Credit UnionFort Lee Federal Credit UnionFort Norfolk Federal Credit UnionFOUNDERS FEDERAL CREDIT UNIONFrances SloCredit Unionm Bank and TrustFranklin Bank & Trust CompanyFranklin Templeton BkFresno County Federal Credit UnionFront Royal Federal Credit UnionFrontier Savings BankFULTON COUNTY Federal Credit UnionGA Power Northwest FederalGarden Plain State BankGateway Bank FSBGateway Metro Credit UnionGCS Federal Credit Union
 Schedule 6-19




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##### 



Originator
    
    add dateGE Money BankGEICO Federal Credit UnionGeneral Mortgage Corp.Generic Wholesale Credit UnionGenesee Regional BankGeorgia Heritage Federal Credit UnionGeorgia Methodist Federal Credit UnionGeorgia Power Valdosta Credit UnionGeorgias Own Credit UnionGlacier BankGlendive BN Federal Credit UnionGlendive Public Employees Federal Credit UnionGlenwood State BankGolden Empire Mortgage dba GEM MortgageGolden Plains Credit UnionGoldenwest Credit UnionGrafton State BankGranite Community Bank, N.A.Great Basin Bank of NevadaGreat Country Mortgage BankersGreat River Federal Credit UnionGreat Western BankGreater Iowa Credit UnionGreater Warren Community Federal Credit UnionGreenwood Credit UnionGriffith & Blair, LLCGroup One Mortgage CorporationGuardian Federal Credit UnionGulf States Mort, LLCHamera Corp. dba First CapitalHamilton County School Employees Credit UnionHampton City Employees Credit UnionHampton Roads Educators Credit Union IncHampton Virginia Federal Credit UnionHartford Federal Credit UnionHealth Center Credit UnionHeart of Louisiana Federal Credit UnionHeartland Credit UnionHELENA COMMUNITY Credit UnionHerCredit Unionles Credit UnionHeritage Bank & TrustHeritage Bank, Inc.Heritage Family Credit UnionHiawatha Bank & Trust Co.Highland Federal Savings & Loan AssociationHome Funding FindersHome State Bank & Trust Co.Homeowners Mortgage Enterprises Inc.HomeServices Financial, LLCHometown Bank of CorbinHONDA Federal Credit Union
 Schedule 6-20




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##### 



Originator
    
    add dateHoosier Hill Credit UnionHoward Hanna, LLCHughes Aircraft Employees Federal Credit UnionHumboldt BankIAA Credit UnionIdaho State University Federal Credit UnionIH Mississippi Valley Credit UnionIndustrial Federal Credit UnionInfinity Federal Credit UnionInstaMortgage.comIntegra Bank National AssociationIrwin BankIsland Federal Credit UnionJohnsonville TVA ECredit UnionKauai Teachers Federal Credit UnionKearney Trust CompanyKeesler Federal Credit UnionKellogg Company Employees Federal Credit UnionKemba Charleston Federal Credit UnionKemba Roanoke Federal Credit UnionKennebunk Savings BankKentucky Employees C.U.Key Mortgage Services, Inc.Keys Federal Credit UnionKeystone Lending GroupKitsap Federal Credit UnionKraft Foods Federal Credit UnionKV Federal Credit UnionLafayette Bank and Trust Company, N.A.Lake Region BankLake State Federal Credit UnionLakes Area Federal Credit UnionLand of Lincoln Credit UnionLandover Mortgage, LLCLaona State BankLeesport BankLegacy BanksLegacy Mortgage, LLCLewiston State BankLiberty Alliance Federal Credit UnionLiberty Bank of ArkansasLincoln County Credit UnionLinn Area Credit UnionLoan Link Financial ServicesLoan Link Financial Services-San DiegoLos Angeles Police Federal Credit UnionMagnolia Federal Credit UnionMAINE STATE Credit UnionMarine Federal Credit UnionMARSHFIELD MEDICAL CENTER Credit UnionMarshland Community Federal Credit Union
 Schedule 6-21




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##### 



Originator
    
    add dateMaryview Hospital Employee Federal Credit UnionMAS AssociatesMatanuska Valley Federal Credit UnionMBankMCAS BEAUFORT FEDERAL CREDIT UNIONMCAS Beaufort Federal Credit UnionMcKenzie Banking CompanyMcMillin Real Estate and Mortgage, Inc.Mega Capital FundingMember One Federal Credit UnionMember Options, LLCMembers 1st Federal Credit UnionMembers Alliance Credit UnionMembers Choice Community Credit UnionMEMBERS COOPERATIVE CREDIT UNIONMEMBERS1st Community Credit UnionmembersTrust Credit UnionMennonite Financial Federal Credit UnionMerchants & Planters BankMerrill Lynch Credit CorporationMetLife Bank, N.A.Metro Community Federal Credit UnionMETRO HEALTH SERVICES FEDERAL Credit UnionMetropolitan National BankMiami Beach Federal Credit UnionMichigan State University Federal Credit UnionMid First Financial Services, LLCMid Wisconsin BankMid-Atlantic Federal Credit UnionMidstate Educators Credit UnionMidwest Community Credit UnionMidwest Independent BankMidwest Mortgage Partners, LLCMills County State BankMinn Co Credit UnionMINNESOTA VALLEY Federal Credit UnionMissouri Electric Cooperatives Employees Credit UnionMizzou Credit UnionMontana Federal Credit UnionMontana First Credit UnionMontana Health Federal Credit UnionMonterey County BankMontgomery Bank, N.A.Mortgage World Bankers, Inc.MortgageSave.com CorporationMosaic Federal Credit UnionMountain West BankMSA Mortgage, LLCMutual First Federal Credit UnionMutual Savings Credit UnionMutual SeCredit Unionrity Credit Union, Inc.
 Schedule 6-22




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Originator
    
    add dateNational Bank of Arizona, a National BankingNavigator Federal Credit UnionNavy PWC Norva Federal Credit UnionNavy Yard Credit Union Inc.NE Moves Mortgage Corporation, Inc.NE Moves Mortgage LLCNevada Federal Credit UnionNew Horizons Credit Union, Inc.New York Community BankNewport News Municipal Empl Credit UnionNewport News Shipbuilding Employees Credit UNorfolk Fire Dept. Federal Credit UnionNorfolk Municipal Employee Credit UnionNorth Island Financial Credit UnionNorth Valley BankNorthCountry Federal Credit UnionNorthern Federal Credit UnionNorthern Hills Federal Credit UnionNorthern Piedmont Federal Credit UnionNorthern Star Credit UnionNorthern Trust Bk, FSBNorthview BankNorthwest Federal Savings BankNothnagle Home SeCredit Unionrities Corp.NSWC Federal Credit UnionNWS Federal Credit UnionOKLAHOMA CENTRAL Credit UnionOklahoma Employees Credit UnionOld Dominion University Credit UnionOmaha Police Federal Credit UnionOmaha State BankOmega Federal Credit UnionOmni BankOption 1 Credit UnionOregon Credit Union LeagueOregon Employees Federal Credit UnionPacific Alaska Mortgage, Inc.Pacific Service Credit UnionPanhandle State BankParish National BankParishioners Federal Credit UnionPark Community Federal Credit UnionPark View Federal Credit UnionParkway Bank  CrossetParkway Bank  MonticelloPartners Financial Federal Credit UnionPatrick & Patricia Reed  Action RealtyPatriot BankPatriot Federal Credit UnionPen Air Federal Credit UnionPENINSULA COMMUNITY FEDERAL Credit Union
 Schedule 6-23




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Originator
    
    add datePeople Bank of Northern KentuckyPeoples Advantage Credit UnionPeoples Bank of CommercePeoples Federal Credit UnionPeoples Mortgage CorporationPeoples National BankPeoples State BankPFD Firefighters Credit Union, Inc.PHH Home Loans LLC d/b/a Burnet Home LoansPHH Home Loans LLC d/b/a Cartus Home LoansPHH Home Loans LLC d/b/a Coldwell Banker Home LoansPHH Home Loans LLC d/b/a ERA Home LoansPHH Home Loans LLC d/b/a Hamera Home Loans (FCAP)PHH Home Loans LLC d/b/a Sunbelt Lending ServicesPHH Home Loans, LLCPHH Mortgage ServicesPinnacle BankPioneer Federal Credit UnionPioneer Financial Services, LLCPioneer Mortgage, Inc.Placer Sierra BankPlumas BankPortAlliance Federal Credit UnionPotelco United Credit UnionPower 1 Credit UnionPOWERCO FEDERAL CREDIT UNIONPreferred Lending Group, LLC dba PLG FundingPreferred Mortgage Group, LLCPremier Bank RochesterPremier Credit UnionPremier Financial Credit UnionPremierWest BankPrimary Mortgage CorporationPrime Care Credit UnionPrimewest Mortgage Corp.Prior Lake State BankPriority BankProgressive Savings BankProGrowth BankProGrowth Bank  GaylordProvidence Postal Federal Credit UnionProvident BankPSE Credit Union, Inc.Pulaski Mortgage CompanyQueen City Federal Savings BankRancho Financial, Inc.Reliant Community Federal Credit UnionRepublic Bank, Inc.Residential Home Loan CenterRIA Federal Credit UnionRichland Federal Credit Union
 Schedule 6-24




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Originator
    
    add dateRichmond Community Federal Credit UnionRidgestone BankRimrock Credit UnionRiver Region Credit UnionRiver Valley Credit UnionRiverside Countys Credit UnionRMR Financial LLCRMR Financial LLC d/b/a Mortgage CaliforniaRMR Financial LLC d/b/a Princeton CapitalRoanoke County School Employees Federal Credit UnionRoanoke Valley Federal Credit UnionRochester & Monroe County E Federal Credit UnionRogue Federal Credit UnionRWG Mortgage Company, Inc.Ryder System Federal Credit UnionSaco Valley Federal Credit UnionSacramento Credit UnionSageLink Credit UnionSan Francisco Federal Credit UnionSandy Spring National BankSangamon Schools Credit UnionSarasota Coastal Credit UnionSCORE Federal Credit UnionSecond Bank & TrustSeCredit Unionrity State BankSeCredit Unionrity State Bank of MankatoSeCredit Unionrity State Mortgage CompanySEG Federal Credit UnionSELCO Credit UnionSelco Federal Credit UnionService Corp. MortgageSeven Seventeen Credit UnionSheboygan Area Credit UnionShoreline Credit UnionSignature BankSikorsky Financial Credit Union, Inc.Silicon Valley BankSilver State Schools Credit UnionSimmons First Bank of Hot SpringsSIU Credit UnionSky Federal Credit UnionSkyline FundingSolon State BankSOUND Credit UnionSoutheastern Federal Credit UnionSoutheastern Lending LLCSouthern Trust Mortgage, LLCSouthern Utah Federal Credit UnionSPE Federal Credit UnionSperry Marine Federal Credit UnionSprings Valley Bank & Trust
 Schedule 6-25




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Originator
    
    add dateSpruance Cellophane Credit UnionSRP Federal Credit UnionSt. Louis Postal Credit UnionStamford Federal Credit UnionStar USA Federal Credit UnionStarion FinancialState Bank of DelanoState Bank of KimballState Bank of TowerState Employees Credit UnionState National BankSTCredit Union Credit UnionSteller Mortgage Corp.Summit BankSummit Credit UnionSummit Financial, LLCSun Federal Credit UnionSunbelt Lending Services, Inc.SunFirst BankSunmark Federal Credit UnionSynthetic Federal Credit UnionSyraCredit Unionse Cooperative Federal Credit UnionTD Banknorth, N.A.Telco of Florida Federal Credit UnionTelco-Triad Community Credit UnionTelhio Credit Union, Inc.Tennessee Valley Federal Credit UnionThe American Bank of NashwaukThe Citizens BankThe Citizens Bank of Clovis NM, A NM State BaThe Coca-Cola Company Family Federal Credit UnionThe First National Bank  VandaliaThe First National Bank of Long IslandThe Lending CompanyThe Members GroupThe Municipal Credit UnionThe Northern Trust CoThe Peoples Bank of IvaThe SeCredit Unionrity Dollar BankThe Stissing National Bank of Pine PlainesTIC Federal Credit UnionTimberland BankTLC FEDERAL CREDIT UNIONTooele Federal Credit UnionTotal Community Credit UnionTowneBankTransmission Builders Federal Credit UnionTransNational Mortgage Corp.Transportation Federal Credit UnionTri Valley Community Federal Credit UnionTri-County Credit Union
 Schedule 6-26




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Originator
    
    add dateTrue North Federal Credit UnionTruPoint BankTRUSTAR Federal Credit UnionTrustmark National BankTwin City Co-ops Federal Credit UnionTWO HARBORS FEDERAL CREDIT UNIONU.P. Catholic Credit UnionU.S. Capital Home LoansU.S. Credit Unionstoms Service Federal Credit UnionUCF Federal Credit UnionUMB Bank, N.A.Union Bank and Trust CompanyUnion Bank, N.A.Union Center National BankUnion Mortgage, Inc.Union Pacific Streamliner Federal Credit UnionUnion Square Federal Credit UnionUnited BankUnited Communities National BankUnited Community BankUnited Consumer ClubUnited Credit UnionUnited Federal Credit UnionUNITED SAVINGS Credit UnionUnited Southeast Federal Credit UnionUNITED TELETECH Federal Credit UnionUnitedOne Credit UnionUniversity of Illinois ECredit UnionUniversity of VA Community ECredit UnionUniversity of Wisconsin Credit UnionURW 831 Members Federal Credit UnionUS FEDERAL CREDIT UNIONUSAA Federal Ssavings BankUtah Community Federal Credit UnionUtilities Credit UnionVACAP Federal Credit UnionValley Credit UnionValley Industrial Credit UnionValley State BankVantage Credit UnionVenta Realty Group, Inc.Venture BankVeridian Credit UnionVermont Credit Union League Service Corp.Vermont Federal Credit UnionVHB Mortgage Company, LLCVictorian Finance, LLCVineyard BankVirginia Beach Schools Federal Credit UnionVirginia Educators Credit UnionVirginia State University Federal Credit Union
 Schedule 6-27




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Originator
    
    add dateVirginia United Methodist Conference Credit UnionWanigas Federal Credit UnionWatermark Credit UnionWaukesha State BankWesla Federal Credit UnionWest CommunityWest Pointe BankWest Virginia Federal Credit UnionWesterly Community Credit UnionWesterly Savings BankWestern Cooperative Credit UnionWestern Residential Mortgage, Inc.Western Sierra National BankWestern Thrift & LoanWeststar Credit UnionWhite Sands Federal Credit UnionWilliam Raveis Mortgage, LLCWindsor Capital Mortgage CorporationWood & Huston BankWoodco Federal Credit UnionWright-Patt Credit Union, Inc.Wymar Federal Credit UnionYolo Community BankYork County Federal Credit UnionYosemite BankYour Community BankZachary Bancshares dba Bank of Zachary
 Schedule 6-28




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EXHIBIT A
 CERTIFICATION
 Seller
         PHH MORTGAGE CORPORATIONBy:Name:Title: A-1




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EXHIBIT B
 RESERVED
 B-1




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EXHIBIT C
 RESERVED
 C-1




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EXHIBIT D
 FORM OF TRANSACTION NOTICE
  
   Repurchase Agreement Seller Buyer
 th
    D-1




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Very truly yours,By:Name:Title: D-2




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EXHIBIT E
 PHH MORTGAGE GUIDELINES
  E-1




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EXHIBIT F
 REQUIRED FIELDS FOR SERVICING TRANSMISSION
  F-1




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EXHIBIT G
 REQUIRED FIELDS FOR ASSET SCHEDULE
  G-1




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EXHIBIT H
 FORM OF CONFIDENTIALITY AGREEMENT
 Transaction Buyer Seller 1934 Act Representatives Evaluation Material
    H-1




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H-2




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H-3




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THE ROYAL BANK OF SCOTLAND PLCBy:   By:NameTitle: H-4




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EXHIBIT I
 FORM OF INSTRUCTION LETTER
      Re: Third Amended and Restated Master Repurchase Agreement, dated
as of June 24, 2011, by and between The Royal Bank of Scotland plc,
(Buyer) and PHH Mortgage Corporation (Seller).
  Repurchase Agreement Eligible Assets
 Account No.:
    
    [____________________]ABA No.:
    
    [____________________]Reference:
    
    [____________________]
 Default Notice
   I-1




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I-2




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Very truly yours,PHH MORTGAGE CORPORATIONBy:Name:Title: ACKNOWLEDGED
  By:Name:Title:Telephone:Facsimile: I-3




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EXHIBIT J
 [Reserved]
 J-1




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EXHIBIT K
 FORM OF SECURITY RELEASE CERTIFICATION
  
  Buyer Date and
Time of Sale
  
 [NAME OF WAREHOUSE LENDER]By:Name:Title:  K-1




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PHH MORTGAGE CORPORATIONBy:Name:Title: K-2




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K-3




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EXHIBIT L
 FORM OF PARTICIPATION CERTIFICATE
  Participation
  (a)
    
    Form HUD 11706 (Schedule of Pooled Mortgages);(b)
    
    Fannie Mae Form 2005 (Schedule of Mortgages); or(c)
    
    Freddie Mac Form 1034 (Fixed-Rate Custodial Certification Schedule) or
Selling System computer tape.
 Agreement Seller Buyer
   [__________________________]By:Its:Date: L-1




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By:Its:Date: L-2




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EXHIBIT M
 FORM OF CORRESPONDENT SELLER RELEASE
  
  Date and
Time of Sale Loans
 [NAME OF CORRESPONDENT SELLER]By:Name:Title: M-1




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M-2




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EXHIBIT N
 FORM OF TRADE ASSIGNMENT
 Takeout Investor
 Attention
  Commitment
   (a)
    
    Ginnie Mae;(b)
    
    Fannie Mae; or(c)
    
    Freddie Mac
 Securities
 RBS Seller
 N-1




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Very truly yours,
[_____________]By:Title:Date: Agreed to
   By:Title:Date:  N-2




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EXHIBIT O
 PERMITTED AFFILIATE AGREEMENTS
 
    
    Strategic Relationship Agreement, dated as of January 31, 2005, by and among Cendant
Real Estate Services Group, LLC, Cendant Real Estate Services Venture Partner, Inc., PHH
Corporation, PHH Mortgage Corporation, PHH Broker Partner Corporation, and PHH Home Loans,
LLC
 
    
    Servicing Agreement, dated as of May 1, 2010, by and among PHH Mortgage Corporation, PHH
Home Loans and certain subsidiaries of PHH Home Loans
 
    
    Sublease, dated as of June 1, 2005, between PHH Mortgage Corporation and PHH Home Loans,
LLC
 
    
    Loan Purchase and Sale Agreement, dated October 1, 2005, between PHH Mortgage
Corporation and PHH Home Loans, LLC
 
    
    Correspondent Agreements between PHH Mortgage Corporation and certain of its
Subsidiaries
 
    
    Indemnity Agreement, dated as of May 18, 2009, between PHH Mortgage Corporation and PHH
Home Loans, LLC
 
    
    Management Service Agreement, dated as of March 31, 2006, between PHH Mortgage
Corporation and PHH Home Loans, LLC
 O-1




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EXHIBIT P
 CLOSING INSTRUCTION LETTER
 P-1




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CLOSING AGENT/ATTORNEY
  
  IT IS VERY IMPORTANT TO US THAT OUR CUSTOMER HAS A SMOOTH AND EFFICIENT
CLOSING. PLEASE FOLLOW OUR INSTRUCTIONS CAREFULLY.
 If you or our customer have any questions, please contact your Closing Professional at (866) 427 2637.
 If closing is postponed or cancelled, please contact your Closing Representative immediately.
As you are aware, this loan is a mailaway; therefore, please send the Closing Documents to this address:
 LOAN CONDITIONS
   IMPORTANT NOTICES
 
    
    Origination points paid must be shown on Page 2 of the HUD -1 or Page 1 of the HUD-IA by placing an
asterisk * next to line 801 and adding to the bottom of the page *Includes Origination point (% or $.)
See sample HUD- 1/1A
Discount points paid must be shown on Page 2 of the HUD -1 or Page 1 of the HUD-IA by placing an
asterisk ** next to line 802 and adding to the bottom of the page ** Includes discount points (% or $.)
See sample HUD- 1/1A.
    
    To comply with the USA Patriot Act, you are required to obtain customer identification and use the
information to complete and return the Closing Agent Verification Letter.
    
    Please return closing package within 24 hours of disbursement, along with page 3 of these closing
instructions.
    
    Please make sure customer receives the first coupon and prepaid envelope for return .
    
    Section 4 of RESPA requires that when the lender informs the settlement agent of changes, the settlement
agent must correct the HUD -1 and provide copies of the corrected HUD -1 to the borrower, seller, and
lender as applicable.
    
    You are required to identify the recipients of all fees listed on Page 2 of the HU-1D or Page 1 of the HUDIA
except lines 801-803, 901, 1000, 1101, 1105, 1106 and 1201-1205.
 
 *
    
    HUD-I settlement statement to reflect seller paying a maximum $0 to buyers closing costs. Excess seller credit may not be applied to buyers
minimum required invest.*
    
    Borrower to sign name affidavit.*
    
    Closing Agent to verify the customer is contributing at least 3.5% from their own funds towards down payment.*
    
    Borrower to contribute a minimum of 3.5% of their own funds toward down payment. Funds can be from the customers own funds, a gift or
grant.*
    
    Do Not Disburse!* ALL Borrowers must sign the Final Uniform Residential Loan Application (URLA) and pages 2 and 4 of the Addendum to
the URLA (1003 and 92900a).*
    
    Loan approval is not contingent upon the sale of any property.*
    
    Do Not Disburse!* HUD- I addendum must be executed by the buyer, seller, and agent and faxed to the Closing department prior to
closing/disbursement.*
    
    In order for rate lock agreement to be valid, customer and
all legal owners of this property must sign closing documents by rate expiration.*
    
    Ask customer to complete section X when signing the residential loan application.*
    
    Do Not Disburse!* Please provide wiring instructions.*
    
    Do Not Disburse!* If property taxes are due within 60 days of closing they must be paid of the time of closing.*
    
    Do Not Disburse!* A Power of attorney is required for any borrower(s) that does not attend closing. Please contact Mortgage Services for
approval of POA prior to disbursement of funds.*
    
    Please include an invoice for the title insurance fee with the return of the closing package.*
    
    The Government Loan Closing Notice Addendum to the Closing Instructions must be executed by the agent and faxed to. PLEASE DO NOT RETURN THIS PAGE WITH CLOSING INSTRUCTIONS
 P-1




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FUNDING INFORMATION
 net funds
 All charges must appear on the HUD-1 Settlement Statement.
 o
    
    Funds will be issued ono
    
    Funds will be wired. You must provide your Closing Representative with your wiring
instructions a minimum of 48 hours in advance of disbursement date.
 IF THE CLOSING IS CANCELLED, YOU MUST CALL YOUR CLOSING REPRESENTATIVE AND
OUR MORTGAGE PROCEEDS MUST BE RETURNED IMMEDIATELY AS FOLLOWS:
  TITLE INSURANCE REQUIREMENTS
 [PHH ENTITY]
  
    
    Survey exceptions must be removedfrom our title insurance policy. Should a survey, plot plan or survey
affidavit be required by title insurer, you must return a copy with closing package.
    
    All exceptions are to be removed except for recorded Restrictions, Covenants and Conditions. In the
event any Restrictions, Covenants and Conditions have been violated, you must notify your Closing
Representative immediately.
    
    Any easements or rights of way must not interfere with the use and occupancy of the property given as
security for the loan. Affirmative language must be provided in the final title policy.
    
    Any encroachment must not affect the value or marketability of the property. You must notify your
Closing Representative immediately. [PHH ENTITY] must be insured against all encroachments, and
we must receive an indemnification agreement from borrower.
    
    Incorporate the following applicable endorsements within the final title policy.
 o
    
    Environmental Protection Lien Endorsement (or similar coverage) ALTA Form 8.1o
    
    Condominium Endorsement ALTA Form 4o
    
    P.U.D. Endorsement ALTA Form 5o
    
    Adjustable Rate Mortgage Endorsement ALTA Form 6o
    
    Non-Forfeiture Reversionary Clause, if applicableo
    
    Pennsylvania Endorsement 100, if applicableo
    
    Pennsylvania Endorsement 300 or surveyo
    
    Balloon Mortgage Endorsemento
    
    Restrictions. Easements & Mineral Rights ALTA Form 9 (NY and FL only)o
    
    Other state endorsements that are applicableo
    
    Manufactured Home Endorsement  ALTA Form 7o
    
    Equity Loan Mortgage Endorsement T-42 and Supplemental Coverage Equity Loan Mortgage
Endorsement T-42.1
 If you are aware of any title changes within the past 12 months or of any subsequent or concurrent
transaction on this property or customer notify [PHH ENTITY] immediately.
 INSURANCE REQUIREMENTS
 Policies/Binders must insure:
  PLEASE DO NOT RETURN THIS PAGE WITH CLOSING INSTRUCTIONS




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EXHIBIT Q
 TAKEOUT INVESTORS
 ON FILE WITH BUYER
 Q-1