EX-10.73






Exhibit 10.73




EXECUTION COPY




AMENDMENT NO. 2




to




AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT




     This AMENDMENT NO. 2 (this “Amendment”), dated as of December 19, 2008 (the
“Amendment Effective Date”), is made by and between PHH MORTGAGE CORPORATION, a New Jersey
corporation (the “Seller”) and THE ROYAL BANK OF SCOTLAND PLC (the “Buyer”).



WITNESSETH:




     WHEREAS, Seller and Buyer are parties to that certain Amended and Restated Master Repurchase
Agreement, dated as of June 26, 2008, as amended by Amendment No. 1 thereto, dated July 29, 2008
(as further amended, supplemented or otherwise modified from time to time in accordance with its
terms, the “Master Repurchase Agreement”), whereby Buyer has agreed to purchase from time
to time, certain Eligible Loans, as provided in and subject to the terms and conditions of the
Master Repurchase Agreement, and the other agreements entered into in connection with the Master
Repurchase Agreement (the “Program Documents”);



     WHEREAS, the parties desire to amend certain provisions of the Master Repurchase Agreement as
set forth herein; and



     WHEREAS, Section 30 of the Master Repurchase Agreement permits the amendments contemplated
herein.



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


1. Definitions. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Master Repurchase Agreement, including by way of reference to any
other documents or agreements.



2. Amendments to Master Repurchase Agreement. As of the Amendment Effective Date, the
Master Repurchase Agreement is hereby amended as provided below:




     (a) Section 2 of the Master Repurchase Agreement is hereby amended by adding the following
defined terms in their appropriate alphabetical positions:




     “AM Funded Wet Loan” shall have the meaning assigned to such term in
the Disbursement Agent Agreement.




     “Disbursement Account” shall have the meaning assigned to such term in
the Disbursement Agent Agreement.



 









 





     “Notice of Intent to Issue Trust Receipt” shall have the meaning
assigned to such term in the Custody Agreement.




     “PM Funded Wet Loan” shall have the meaning assigned to such term in
the Disbursement Agent Agreement.




     “Third Party Loan Purchase Proceeds” shall mean all amounts paid by any
third party to or upon the direction of Seller in connection with such party’s
purchase from Seller of any Purchased Loans that are subject to Transactions under
this Agreement immediately prior to such purchase.




     “Third Party Loan Purchase Proceeds Account” shall mean the following
account established by Seller in accordance with Section 13(mm) for the benefit of
Buyer, “PHH Mortgage Corporation Third Party Loan Purchase Proceeds Account; Account
#[***].




     “Third Party Loan Purchase Proceeds Account Bank” shall mean The Bank
of New York Mellon Trust Company, N.A., and its successors and assigns.




     “Wire Instructions” shall have the meaning assigned to such term in the
Custody Agreement.



     (b) The definition of Income in Section 2 of the Master Repurchase Agreement is hereby amended
and restated in its entirety to read as follows:




     “Income” shall mean, with respect to any Purchased Loan at any time,
any principal and/or interest thereon and all dividends, sale proceeds (including,
without limitation, any FNMA Loan Purchase Proceeds, Third Party Loan Purchase
Proceeds or proceeds from the securitization of such Purchased Loan or other
disposition thereof) and other collections and distributions thereon (including,
without limitation, any proceeds received in respect of any Surety Bond, mortgage
insurance or Additional Collateral), but not including any commitment fees,
origination fees and/or servicing fees accrued in respect of periods on or after the
initial Purchase Date with respect to such Purchased Loan or any Escrow Payments.



     (c) Section 3(a) of the Master Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:




     “(a) Subject to the terms and conditions of the Program Documents, Buyer shall,
from time to time enter into Transactions with an aggregate Purchase Price for all
Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase
Price. Unless otherwise agreed, Seller shall request that Buyer enter into a
Transaction by delivering (A) in the case of any Dry Loans or any Undocumented
Loans, (i) a Transaction Notice, appropriately completed, and
a Loan Schedule to Buyer and Custodian, and (ii) the Mortgage File to Custodian
for each Loan proposed to be included in such Transaction, which Transaction Notice
and Loan Schedule must be received no later than 5:00 p.m. (New York




 


[***]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



2









 







City time) one
Business Day prior to the requested Purchase Date, (B) in the case of any Wet Loans,
(i) a Transaction Notice, appropriately completed, and a Loan Schedule to Buyer,
Custodian and Disbursement Agent, and (ii) the Mortgage File to Custodian for each
Loan proposed to be included in such Transaction. The Transaction Notice and Loan
Schedule relating to any AM Funded Wet Loan must be received by no later than 5:00
p.m. (New York City time) one Business Day prior to the requested Purchase Date. The
Loan Schedule relating to any PM Funded Wet Loan must be received by no later than
9:00 a.m. (New York City time) and the Transaction Notice relating to any PM Funded
Wet Loan must be received by no later than 11:00 a.m. (New York City time), in each
case on the requested Purchase Date. Each Transaction Notice shall clearly indicate
those Loans that are intended to be Undocumented Loans, AM Funded Wet Loans, PM
Funded Wet Loans or Dry Loans and shall include a Loan Schedule in respect of the
Eligible Loans that Seller proposes to include in the related Transaction. Each
Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing
Rate and Repurchase Date (subject to Section 3(i)). Seller agrees to repurchase
from Buyer, on the same Business Day of discovery, any Undocumented Loans or Wet
Loans that were previously subject to a Transaction that do not close for any reason
including, but not limited to, a Rescission. In the event that the parties hereto
desire to enter into a Transaction on terms other than as set forth in this
Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic
or other format, a “Confirmation” specifying such terms prior to entering into such
Transaction, including, without limitation, the Purchase Date, the Purchase Price,
the Pricing Rate therefor and the Repurchase Date. By entering in to a Transaction
with Buyer, Seller consents to the terms set forth in any related Confirmation. Any
such Transaction Notice and the related Confirmation, if any, together with this
Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer
and Seller with respect to the Transaction to which the Transaction Notice and
Confirmation, if any, relates. In the event of any conflict between this Agreement
and a Confirmation, the terms of the Confirmation shall control with respect to the
related Transaction.”



     (d) Section 3(c) of the Master Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:




     “(c) Notwithstanding the provisions of Sections 3(a) and 3(b) above requiring
the execution of a Transaction Notice and delivery of the Mortgage Files to the
Custodian prior to the Purchase Date, with respect to each Transaction involving a
Wet Loan or an Undocumented Loan, Seller shall, in lieu of delivering the Mortgage
Files with respect to Wet Loans and Undocumented Loans on such Purchase Date or date
of substitution: (i) prior to 5:00 p.m. (New York City time) on the Business Day
immediately preceding the related Purchase Date or date of substitution of any
Undocumented Loans deliver to the Custodian an Undocumented Loan Schedule setting
forth a list of all such Undocumented
Loans and cause the Custodian to deliver to Buyer a Notice of Intent to Issue
Trust Receipt with respect thereto in accordance with the Custody Agreement, (ii)
prior to 5:00 p.m. (New York City time) on the Business Day immediately



3









 







preceding
the related Purchase Date or date of substitution of any AM Funded Wet Loans deliver
to the Custodian a Wet Loan Schedule, setting forth a list of all such AM Funded Wet
Loans and cause the Custodian to deliver to Buyer, by no later than 6:00 p.m. (New
York City time) on such preceding Business Day, a Notice of Intent to Issue Trust
Receipt, with respect thereto, in accordance with the Custody Agreement, (iii)
prior to 9:00 a.m. (New York City time) on the Purchase Date or date of substitution
of any PM Funded Wet Loans deliver to the Custodian a Wet Loan Schedule setting
forth a list of all such PM Funded Wet Loans and cause the Custodian to deliver to
Buyer by no later than 11:00 a.m. (New York City time) on such Purchase Date a
Notice of Intent to Issue Trust Receipt with respect thereto, in accordance with the
Custody Agreement, and (iv) in each case, deliver the Mortgage Files to the
Custodian and cause the Custodian to deliver a Trust Receipt to Buyer (by telecopier
with hard copy to follow on the following Business Day) not later than the day that
is ten (10) Business Days following the related Purchase Date or date of
substitution, as applicable, indicating that such Wet Loan or Undocumented Loan has
converted to a Dry Loan, in accordance with the procedures set forth in the Custody
Agreement. The original copies of such Trust Receipts shall be delivered to
JPMorgan Chase Bank at [***], Attention: Jennifer John for the account of The Royal
Bank of Scotland plc, telephone number (212)623-5953, as agent for Buyer by
overnight delivery using a nationally recognized insured overnight delivery
service.”



     (e) Section 3(d) of the Master Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:




     “(d) Upon Seller’s request to enter into a Transaction pursuant to Section
3(a), Buyer shall, assuming all conditions precedent set forth in Section 3 and in
Sections 9(a) and 9(b) have been met, and provided no Default, Event of Default or
Event of Termination shall have occurred and be continuing, if all conditions
precedent are satisfied (i) with respect to Dry Loans or Undocumented Loans, by 5:00
p.m. (New York City time) on the Business Day preceding the requested Purchase Date,
(ii) with respect to AM Funded Wet Loans, by 6:00 p.m. (New York City time) on the
Business Day preceding the requested Purchase Date, or (iii) with respect to PM
Funded Wet Loans, by 11:00 a.m. (New York City Time) on the requested Purchase Date
purchase the Eligible Loans included in the related Transaction Notice by
transferring, via wire transfer (pursuant to Wire Instructions provided by Seller to
Buyer and, in the case of any Wet Loans, to Disbursement Agent, on or prior to such
Purchase Date), the Purchase Price. Buyer shall pay such Purchase Price (i) with
respect to Dry Loans or Undocumented Loans, not later than 2:00 p.m. (New York City
time) on the requested Purchase Date, (ii) with respect to AM Funded Wet Loans, not
later than 9:00 a.m. (New York City time) on the requested Purchase Date, and (iii)
with respect to PM Funded Wet Loans, not later than 11:30 a.m. (New York City
time) on the requested Purchase Date. Purchases of Wet Loans shall be
consummated in accordance with the procedures set forth in the Disbursement Agent
Agreement. Seller acknowledges and agrees that the Purchase Price paid in



 


[***]INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


4









 







connection
with any servicing released Loans that are purchased in any Transaction includes a
mutually negotiated premium allocable to the portion of such Purchased Loans that
constitutes the related Servicing Rights.”



     (f) Section 7 of the Master Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:




“Where a particular term of a Transaction extends over the date on which Income is
paid in respect of any Purchased Loan subject to that Transaction, such Income shall
be the property of Buyer. Notwithstanding the foregoing, and provided no Default or
Event of Default has occurred and is continuing, Buyer agrees that Seller shall be
entitled to receive an amount equal to all Income (other than any FNMA Loan Purchase
Proceeds or Third Party Loan Purchase Proceeds) received in respect of the Purchased
Loans, whether by Buyer, Custodian, Disbursement Agent or any servicer or any other
Person, which is not otherwise received by Seller, to the full extent it would be so
entitled if the Purchased Loans had not been sold to Buyer; provided that
any Income received by Seller while the related Transaction is outstanding shall be
deemed to be held by Seller solely in trust for Buyer pending the repurchase on the
related Repurchase Date; provided further that Seller shall hold all
such Income (other than any FNMA Loan Purchase Proceeds or Third Party Loan Purchase
Proceeds) in the Collection Account. Seller shall deposit all Income (other than
any FNMA Loan Purchase Proceeds or Third Party Loan Purchase Proceeds) received by
it into the Collection Account within three (3) Business Days of Seller’s receipt
thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds
directly into the FNMA Loan Purchase Account. In addition, Seller shall direct FNMA
Account Bank to deposit directly to the RBS Sub-Account the purchase price, and all
other amounts on deposit in the FNMA Loan Purchase Account that relate to Fannie
Mae’s purchase from Seller from time to time of Landscape Loans that are from time
to time subject to Transactions under this Agreement. Seller shall instruct FNMA
Account Bank to withdraw amounts on deposit in the RBS Sub-Account on a daily basis
and to pay such funds to or upon the order of Buyer to the extent necessary to
reduce the aggregate outstanding Repurchase Price of all Purchased Loans sold by
Seller to Fannie Mae and all other related Obligations to zero. Seller shall direct
all third party purchasers to deposit directly to the Third Party Loan Purchase
Proceeds Account the purchase price that relates to any third party’s purchase from
Seller from time to time of Purchased Loans that are subject to Transactions under
this Agreement. Seller shall instruct Third Party Loan Purchase Proceeds Account
Bank to withdraw amounts on deposit in the Third Party Loan Purchase Proceeds
Account on a daily basis and to pay such funds to or upon the order of Buyer to the
extent necessary to reduce the aggregate outstanding Repurchase Price of all
Purchased Loans sold by Seller to third parties and all other related Obligations to
zero. Provided no Default or Event of Default has occurred, Buyer shall, as the
parties may agree with respect
to any Transaction (or, in the absence of any such agreement, as Buyer shall
reasonably determine in its sole discretion), on the Repurchase Date following the
date any Income (including any FNMA Loan Purchase Proceeds—RBS



5









 






remaining after
giving effect to Buyer’s application on such Repurchase Date of amounts on deposit
in the RBS Sub-Account and any Third Party Loan Purchase Proceeds remaining after
giving effect to Buyer’s application on such Repurchase Date of amounts on deposit
in the Third Party Loan Purchase Proceeds Account, in each case, as described in
this Section 7) is received by Buyer in the Collection Account or in the RBS
Sub-Account (or a servicer on its behalf) either (i) transfer (or permit the
servicer or Seller to transfer) to Seller such Income with respect to any Purchased
Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply
the Income payment to reduce the amount, if any, to be transferred to Buyer by
Seller upon termination of such Transaction. Buyer shall not be obligated to take
any action pursuant to the preceding sentences (A) to the extent that such action
would result in the creation of a Margin Deficit, unless prior thereto or
simultaneously therewith Seller transfers to Buyer cash or Additional Purchased
Loans sufficient to eliminate such Margin Deficit, or (B) if a Default or an Event
of Default has occurred and is then continuing at the time such Income is paid.”



     (g) Section 8(a)(v) of the Master Repurchase Agreement is hereby deleted in its entirety and
replaced with the following:




     “(v) the Collection Account, the RBS Sub-Account, the Third Party Loan Purchase
Proceeds Account, all Income relating to such Purchased Loans, all FNMA Loan
Purchase Proceeds—RBS and all Third Party Loan Purchase Proceeds,”



     (h) A new Section 9(b)(xviii) is hereby added to Section 9(b) of the Master Repurchase
Agreement to read as follows:




     “(xi) Third Party Loan Purchase Proceeds Account. With respect to the
first Purchase Date occurring on or after the Amendment Effective Date, evidence of
the establishment of the Third Party Loan Purchase Proceeds Account on or prior to
such Purchase Date, together with evidence of filing of an amended UCC-1 financing
statement in the applicable jurisdictions and a bring down security interest opinion
(including, in each case, coverage of the Third Party Loan Purchase Proceeds Account
and amounts on deposit therein) in form and substance satisfactory to Buyer.”



     (i) The first sentence of Section 12(cc) of the Master Repurchase Agreement is hereby deleted
in its entirety and replaced with the following:




     “(cc) Insured Closing Letter. As of the date hereof and as of the date
of each delivery of a Wet Loan, the Seller has obtained an Insured Closing Letter,
closing protection letter or similar authorization letter from a nationally
recognized title insurance company approved by Buyer, which letter shall be
retained in the files of Seller for a period of no less than six (6) months
from the date of delivery for such Wet Loan and, upon request by Buyer, all such
Insured



6









 






Closing Letters or similar letters in possession of Seller shall be made
available for audit by Buyer or its designee.”



     (j) Section 12(dd) of the Master Repurchase Agreement is hereby amended and restated in its
entirety to read as follows:




     “(dd) Escrow Agreement. As of the date hereof and as of the date of
each delivery of a Wet Loan, the Settlement Agent has executed an Escrow Letter.
Such Escrow Letter will be retained in the files of Seller for a period of no less
than six (6) months from the date of delivery for such Wet Loan and, upon request by
Buyer, all such Escrow Letters or similar letters in possession of Seller shall be
made available for audit by Buyer or its designee. Such Escrow Letter inures to the
benefit of, and the rights thereunder may be enforced by, the loan originator and
its successors and assigns, including Buyer.”



     (k) A new Section 12(ii) is hereby added to Section 12 of the Master Repurchase Agreement to
read as follows:




“(ii) Third Party Loan Purchase Proceeds Account. Seller has directed all
third party purchasers to deposit into the Third Party Loan Purchase Proceeds
Account the purchase price and all other amounts to be deposited by any third party
purchaser into the Third Party Loan Purchase Proceeds Account in connection with
such third party’s purchase from Seller from time to time of Purchased Loans that
are subject to Transactions under this Agreement immediately prior to such purchase.
The Third Party Loan Purchase Proceeds Account Bank shall transfer, each Business
Day, amounts held in the Third Party Loan Purchase Proceeds Account to an account
designated by Buyer in the amount necessary to reduce the aggregate outstanding
Repurchase Price of all Purchased Loans sold by Seller to third parties and all
other related Obligations to zero. Seller shall have no right of withdrawal from
the Third Party Loan Purchase Proceeds Account.”



     (l) A new Section 12(jj) is hereby added to Section 12 of the Master Repurchase Agreement to
read as follows:




“(jj) Errors and Omissions Insurance. As of the Amendment Effective Date,
and as of the date of each delivery of a Wet Loan, Seller shall have obtained a
certificate of the related insurer certifying to the existence of errors and
omissions insurance and/or mortgage impairment insurance maintained in sufficient
amounts with financially sound and reputable insurance companies in accordance with
Section 13(v) (or written evidence that Seller’s blanket bond coverage maintained in
accordance with Section 13(v) is in effect with respect to such Wet Loan) and, upon
request by Buyer, all such certificates or written evidence in possession of Seller
shall be made available for audit by Buyer or its designee. Such insurance policies
inure to the benefit of, and the rights thereunder may be enforced by, Seller and
its successors and assigns, including Buyer.”



7









 






(m) A new Section 12(ii) is hereby added to Section 12 of the Master Repurchase Agreement to
read as follows:




“(ii) Instructions to Disbursement Agent. The wire amounts set forth in the
Wire Instructions provided to the Disbursement Agent pursuant to Section 3(b) and
Section 3(e) of the Disbursement Agent Agreement are identical to the balances set
forth in the related Wet Loan Schedule provided to Buyer and no discrepancy exists
between the information set forth in such Wire Instructions and the related Wet Loan
Schedule.



     (n) A new Section 13(mm) is hereby added to Section 13 of the Master Repurchase Agreement to
read as follows:




“(mm) Establishment of Third Party Loan Purchase Proceeds Account. Seller
shall cause the Third Party Loan Purchase Proceeds Account Bank to establish the
Third Party Loan Purchase Proceeds Account for the sole and exclusive benefit of
Buyer. Seller shall direct third party purchasers to deposit directly into the
Third Party Loan Purchase Proceeds Account the purchase price and all other amounts
that relate to such third party’s purchases from Seller from time to time of
Purchased Loans that are subject to Transactions under this Agreement. All amounts
on deposit in the Third Party Loan Purchase Proceeds Account shall be subject to
Buyer’s exclusive control and Seller’s authority over such account shall be limited
to reviewing any information with respect to such account reasonably requested by
Seller. Seller shall have no right of withdrawal with respect to the Third Party
Loan Purchase Proceeds Account. Seller shall deposit or credit or cause to be
credited or deposited to the Third Party Loan Purchase Proceeds Account all items to
be deposited or credited thereto irrespective of any right of setoff or counterclaim
arising in favor of it (or any third party claiming through it) under any other
agreement or arrangement. Seller shall cause the Third Party Loan Purchase Proceeds
Account Bank to segregate all amounts on deposit in the Third Party Loan Purchase
Proceeds Account and to hold such amounts in trust for the benefit of Buyer, and to
remit all such amounts payable to Buyer in accordance with Buyer’s written
instructions. Seller shall have no right to and shall not amend, supplement or
otherwise modify in any respect the foregoing procedures without Buyer’s prior
written consent.”



     (o) Exhibit D (Form of Transaction Notice) is hereby deleted in its entirety and replaced with
the exhibit attached hereto as Exhibit D.



8









 




3. Fees and Expenses. Seller hereby agrees to pay to Buyer, on demand, any and all
reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by
Buyer in connection with the development, preparation and execution of this Amendment, irrespective
of whether any transactions hereunder are executed.



4. Confirmation of Master Repurchase Agreement; Seller Representations. Seller represents
and warrants as follows:




     (a) Upon effectiveness of this Amendment, the Master Repurchase Agreement shall be, and be
deemed to be, modified and amended in accordance herewith and the respective rights, limitations,
obligations, duties, liabilities and immunities of Seller and Buyer shall hereafter be determined,
exercised and enforced subject in all respects to such modifications and amendments, and all the
terms and conditions of this Amendment shall be and be deemed to be part of the terms and
conditions of the Master Repurchase Agreement and the other Program Documents for any and all
purposes. Except as expressly amended or released and discharged hereby, all of the terms of the
Master Repurchase Agreement and the other Program Documents including, without limitation, security
interests granted thereunder, shall remain in full force and effect and are hereby ratified and
confirmed in all respects. Seller hereby acknowledges and agrees that any and all Obligations of
Seller arising out of or relating to Purchases, or otherwise, shall remain in full force and effect
until their payment in full and termination in accordance with the terms of the Master Repurchase
Agreement. This Amendment shall not constitute a novation.



     (b) Seller hereby represents and warrants that (i) it has the requisite power and authority,
and legal right, to execute and deliver this Amendment and to perform its obligations under this
Amendment and the Master Repurchase Agreement, (ii) Seller has taken all necessary corporate and
legal action to duly authorize the execution and delivery of this Amendment and the performance of
its obligations under this Amendment and the Master Repurchase Agreement, (iii) this Amendment has
been duly executed and delivered by Seller, (iv) each of this Amendment and the Master Repurchase
Agreement constitutes a legal, valid and binding obligation of Seller enforceable against it in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law), and (v) after giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing.



     (c) Each representation and warranty of Seller contained in the Master Repurchase Agreement is
true and correct and is hereby restated and affirmed.



     (d) Each covenant and each other agreement of Seller contained in the Master Repurchase
Agreement (as modified by this Amendment, if applicable) is hereby restated and affirmed.


5. Further Assurances. The Seller hereby agrees to execute and deliver such additional
documents, opinions, instruments or agreements as may be reasonably necessary and appropriate to
effectuate the purposes of this Amendment and the Master Repurchase Agreement.




9









 







6. Conflicts. In the event of a conflict of any provision hereof with any provision or
definition set forth in the Master Repurchase Agreement the provisions and definitions of this
Amendment shall control.



7. Governing Law. This Amendment and the Master Repurchase Agreement shall be governed by
New York law without reference to choice of law doctrine (but with reference to Section 5-1401 of
the New York General Obligations Law, which by its terms applies to this Amendment and the Master
Repurchase Agreement).



8. Severability. Any provision of this Amendment, the Master Repurchase Agreement or the
other Program Documents which is prohibited, unenforceable or not authorized in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or non-authorization without invalidating the remaining provisions hereof or thereof or affecting
the validity, enforceability or legality of such provisions in any other jurisdiction.



9. Entire Agreement. This Amendment, the Master Repurchase Agreement and the other Program
Documents embody the entire agreement and understanding of the parties hereto and supersede any and
all prior agreements, arrangements and understandings relating to the matters provided for herein.
No alteration, waiver, amendments, or change or supplement hereto shall be binding or effective
unless the same is set forth in writing by a duly authorized representative of each party hereto.



10. Binding Effect. This Amendment, the Master Repurchase Agreement and the other Program
Documents, as applicable, shall be binding upon and shall be enforceable by Seller and Buyer, as
applicable, and their respective successors and permitted assigns.



11. Counterparts. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of the parties hereto
may execute this Amendment by signing any such counterpart.



12. Headings. The headings appearing in this Amendment are included solely for convenience
of reference and are not intended to affect the interpretation of any other provision of this
Amendment.




[Signature pages follow]




10









 






     IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed and
delivered by their respective authorized officers as of the date first above written.



	 	 	 	 	 
	 	BUYER



THE ROYAL BANK OF SCOTLAND PLC



By:  Greenwich Capital Markets, Inc., its Agent

 	 
	 	By:  	/s/
James T. Raezer	 
	 	 	Name:  	James T. Raezer	 
	 	 	Title:  	Managing Director	 



[Amendment No. 2]





 









 









	 	 	 	 	 
	 	SELLER



PHH MORTGAGE CORPORATION

 	 
	 	By:  	/s/
Mark E. Johnson	 
	 	 	Name:  	Mark E. Johnson	 
	 	 	Title:  	Vice President and Treasurer	 



[Amendment No. 2]





 









 








EXHIBIT D




FORM OF TRANSACTION NOTICE




[insert date]




The Royal Bank of Scotland plc

c/o Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attention:                                         



Transaction Notice No.:                                         — AM Funded Wet Loans / PM Funded Wet Loans /
Undocumented Loans / Dry Loans (circle one)



Ladies/Gentlemen:




          Reference is made to the Amended and Restated Master Repurchase Agreement, dated as of June
26, 2008, as amended by Amendment No. 1 thereto, dated July 29, 2008 and Amendment No. 2 thereto,
dated as of December 19, 2008 (as further amended, supplemented or otherwise modified, from time to
time, in accordance with its terms, the “Repurchase Agreement”; capitalized terms used but
not otherwise defined herein shall have the meaning given them in the Repurchase Agreement),
between PHH Mortgage Corporation (the “Seller”) and The Royal Bank of Scotland plc (the
“Buyer”).




          In accordance with Section 3(a) of the Repurchase Agreement, the undersigned Seller hereby
requests that you, Buyer, agree to enter into a Transaction with us in connection with our delivery
of Loans on [insert two (2) Business Days from date hereof, in the case of Dry Loans and
Undocumented Loans][ insert one (1) Business Day from the date hereof, in the case of AM Funded Wet
Loans][insert 11:30 a.m. (New York City time) on the date hereof, in the case of PM Funded Wet
Loans] in connection with which we shall sell to you the Loans set forth on the Loan Schedule
attached hereto. The Purchase Price shall be the applicable Purchase Price as set forth in the
Pricing Side Letter, the Pricing Rate shall be the applicable Pricing Rate as set forth in the
Pricing Side Letter, and Seller agrees to repurchase such Loans on [the 25th of the
immediately following calendar month] [insert alternative Repurchase Date if desired] at the
Repurchase Price.




         Seller hereby certifies, as of such Purchase Date, that:






     1. no Default, Event of Default or Event of Termination has occurred and is continuing
on the date hereof nor will occur after giving effect to such Transaction as a result of
such Transaction;




     2. each of the representations and warranties made by Seller in or pursuant to the
Program Documents is true and correct in all material respects on and as of such date



D-1









 






(in the case of the representations and warranties in respect of Loans, solely with
respect to Loans being purchased on the Purchase Date) as if made on and as of the date
hereof (or, if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date);




     3. Seller is in compliance with all governmental licenses and authorizations and is
qualified to do business and is in good standing in all required jurisdictions;




     4. Seller has, or within 2 Business Days after the Purchase Date for any purchase of
Additional Collateral Mortgage Loans, Seller will, deliver to each Surety Bond Issuer any
instrument required to be delivered under the related Surety Bond, executed by the necessary
parties, and comply with all other requirements for transferring coverage under the related
Surety Bonds in respect of such Additional Collateral Mortgage Loans to the Buyer; and




     5. Seller has satisfied all conditions precedent in Sections 9(a) and (b) of the
Repurchase Agreement and all other requirements of the Program Documents.



          The undersigned duly authorized officer of Seller further represents and warrants that (1) the
documents constituting the Mortgage File (as defined in the Custodial Agreement) and the other
Program Documents with respect to the Loans that are the subject of the Transaction requested
herein and more specifically identified on the mortgage loan schedule or computer readable magnetic
transmission delivered to, Buyer and the Custodian in connection herewith (the “Receipted Loans”)
[with respect to Dry Loans: have been or are hereby submitted] [with respect to Undocumented Loans
or Wet Loans: shall be delivered, within ten (10) Business Days of the date of the execution of
this Transaction Notice] to Custodian and such Required Documents are to be held by the Custodian
for Buyer, (2) all other documents related to such Receipted Loans (including, but not limited to,
mortgages, insurance policies, loan applications and appraisals) have been or will be created and
held by Seller in trust for Buyer, (3) all documents related to such Receipted Loans withdrawn from
Custodian shall be held in trust by Seller for Buyer, and (4) upon Buyer’s wiring of the Purchase
Price pursuant to Section 3(d) of the Repurchase Agreement, Buyer will have agreed to the terms of
the Transaction as set forth herein and purchased the Receipted Loans from Seller.




          Seller hereby represents and warrants that (x) the Receipted Loans have an unpaid principal
balance as of the date hereof of $                     and (y) the number of Receipted Loans is                .




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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