EX-10.71






Exhibit 10.71




LOAN PURCHASE AND SALE AGREEMENT

AMENDMENT NO. 11




By and Between




MERRILL LYNCH CREDIT CORPORATION




AND




PHH MORTGAGE CORPORATION

(f/k/a Cendant Mortgage Corporation)




Dated as of




January 1, 2007






 




			
	[***]	 	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.





 









 





LOAN PURCHASE AND SALE AGREEMENT

AMENDMENT NO. 11




     LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 11, dated and effective as of January 1, 2007
(this “Amendment Agreement”), by and between MERRILL LYNCH CREDIT CORPORATION, a Delaware
corporation, with offices located at 4804 Deer Lake Drive East, Jacksonville, Florida 32246
(“MLCC”), and PHH MORTGAGE CORPORATION d/b/a PHH Mortgage Services, f/k/a Cendant Mortgage
Corporation, a New Jersey corporation, with offices located at 3000 Leadenhall Road, Mt. Laurel,
New Jersey 08504 (“PHH”).



     WHEREAS, MLCC and PHH are parties to a Loan Purchase and Sale Agreement, dated as of December
15, 2000 (as amended and supplemented as of the date hereof, the “Purchase Agreement”);



     WHEREAS, each of MLCC and PHH desires to amend the Purchase Agreement in order to properly
reflect the current relationship between the parties;



     NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements
set forth in this Amendment Agreement, the parties hereto agree as follows:



     SECTION 1. Amendments to the Purchase Agreement. The Purchase Agreement is hereby
amended as follows:



     (a) Schedule 1. Schedule 1 to the Purchase Agreement is hereby amended by deleting
the text of such Schedule in its entirety and replacing it with the Schedule 1 attached to this
Amendment Agreement.



     (b) Exhibit D. Exhibit D to the Purchase Agreement is hereby amended by deleting the
text of such exhibit in its entirety and replacing it with the Exhibit D attached to this Amendment
Agreement.



     (c) Section 1 of this Amendment Agreement shall be effective as of all applicable Mortgage
Loans purchased and sold under the Purchase Agreement on and after January 1, 2007.



     SECTION 2. Governing Law. This Amendment Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.



     SECTION 3. Headings. The descriptive headings contained in this Amendment Agreement
are included for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Amendment Agreement.



     SECTION 4. Counterparts. This Amendment Agreement may be executed (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.



 









 





     SECTION 5. Ratification. Except as amended hereby, the Purchase Agreement shall
remain unmodified and in full force and effect, and is hereby ratified and confirmed.



     SECTION 6. Defined Terms. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed thereto in the Purchase Agreement.



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



	 	 	 	 	 
	 	MERRILL LYNCH CREDIT CORPORATION

 
	 	By:  	/s/ Lawrence P. Washington
 
	 	Name:  	Lawrence P. Washington 
	 	Title:  	President 
	 
	 	PHH MORTGAGE CORPORATION

 
	 	By:  	/s/ Gregory A. Gentek
 
	 	Name:  	Gregory A. Gentek 
	 	Title:  	Senior Vice President 
	 




3









 








SCHEDULE 1




Alternative Loans





	I.	 	For Mortgage Loans purchased and sold under the Purchase Agreement from and after January 1,
2007, but prior to July 1, 2007.






	 	1.	 	[***]
	 
	 	2.	 	[***]/[***]/[***]
	 
	 	3.	 	[***]/[***]/[***]
	 
	 	4.	 	[***]
	 
	 	5.	 	[***]
	 
	 	6.	 	[***],[***]/[***]/[***],[***]/[***]/[***],[***], or [***].
	 
	 	7.	 	[***]






	II.	 	For Mortgage Loans purchased and sold under the Purchase Agreement from and after July 1,
2007.






	 	1.	 	[***]
	 
	 	2.	 	[***]/[***]
	 
	 	3.	 	[***]/[***]
	 
	 	4.	 	[***]/[***]/[***]
	 
	 	5.	 	[***]/[***]/[***]
	 
	 	6.	 	[***]
	 
	 	7.	 	[***]
	 
	 	8.	 	[***],[***]/[***],[***]/[***],[***]/[***]/[***],[***]/[***]/[***],[***], or
[***].
	 
	 	9.	 	[***]







 




			
	[***]	 	 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.




 









 










EXHIBIT D




Purchase Price Adjustment — Section 2(a)




	 	 	 
	           Mortgage Loan Type	 	Price Adjustment
	[***]

	 	Principal Balance of Mortgage Loan at
closing multiplied by [***]%
	 
	 	 
	[***]

	 	Principal Balance of Mortgage Loan at closing
multiplied by [***]%1
	 
	 	 
	[***]/[***]

	 	Principal Balance of Mortgage Loan at closing
multiplied by [***]%
	 
	 	 
	[***]/[***]

	 	Principal Balance of Mortgage Loan at closing
multiplied by [***]%






Purchase Price Adjustment — Section 2(e)




	 	 	 
	           Mortgage Loan Type	 	Price Adjustment
	[***]

	 	Principal Balance of Mortgage Loan at
closing multiplied by [***]%
	 
	 	 
	[***]

	 	Principal Balance of Mortgage Loan at
closing multiplied by [***]%








 




			
	1	 	In the event that aggregate [***]/[***] originations
during any calendar year exceed [***], the Price Adjustment for
[***]/[***] in excess of [***] shall equal the principal balance of each
such [***]/[***] at closing multiplied by [***]%.
	 
	[***]	 	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.