exv10w1






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



 

 














 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	1.

	 	APPLICABILITY
	 	 	1	 
	2.

	 	DEFINITIONS AND ACCOUNTING MATTERS
	 	 	1	 
	3.

	 	THE TRANSACTIONS
	 	 	28	 
	4.

	 	PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES	 	 	34	 
	5.

	 	TAXES; TAX TREATMENT
	 	 	35	 
	6.

	 	MARGIN MAINTENANCE
	 	 	36	 
	7.

	 	INCOME PAYMENTS
	 	 	37	 
	8.

	 	SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT
	 	 	38	 
	9.

	 	CONDITIONS PRECEDENT
	 	 	42	 
	10.

	 	RELEASE OF PURCHASED ASSETS
	 	 	46	 
	11.

	 	RELIANCE
	 	 	47	 
	12.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	48	 
	13.

	 	COVENANTS OF SELLER
	 	 	53	 
	14.

	 	REPURCHASE DATE PAYMENTS
	 	 	61	 
	15.

	 	REPURCHASE OF PURCHASED ASSETS
	 	 	61	 
	16.

	 	SUBSTITUTION
	 	 	62	 
	17.

	 	EVENT OF TERMINATION
	 	 	62	 
	18.

	 	EVENTS OF DEFAULT
	 	 	63	 
	19.

	 	REMEDIES
	 	 	66	 
	20.

	 	DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE
	 	 	69	 
	21.

	 	NOTICES AND OTHER COMMUNICATIONS
	 	 	69	 
	22.

	 	USE OF EMPLOYEE PLAN ASSETS
	 	 	69	 
	23.

	 	INDEMNIFICATION AND EXPENSES
	 	 	70	 
	24.

	 	WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS
	 	 	71	 
	25.

	 	REIMBURSEMENT
	 	 	72	 
	26.

	 	FURTHER ASSURANCES
	 	 	72	 
	27.

	 	TERMINATION
	 	 	72	 
	28.

	 	SEVERABILITY
	 	 	73	 
	29.

	 	BINDING EFFECT; GOVERNING LAW
	 	 	73	 
	30.

	 	AMENDMENTS
	 	 	73	 
	31.

	 	SUCCESSORS AND ASSIGNS
	 	 	73	 
	32.

	 	SURVIVAL
	 	 	73	 
	33.

	 	CAPTIONS
	 	 	73	 
	34.

	 	COUNTERPARTS
	 	 	74	 
	35.

	 	SUBMISSION TO JURISDICTION; WAIVERS
	 	 	74	 
	36.

	 	WAIVER OF JURY TRIAL
	 	 	74	 
	37.

	 	ACKNOWLEDGEMENTS
	 	 	75	 
	38.

	 	HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS
	 	 	75	 
	39.

	 	ASSIGNMENTS; PARTICIPATIONS
	 	 	75	 
	40.

	 	SINGLE AGREEMENT
	 	 	76	 






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TABLE
OF CONTENTS

(Continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	41.

	 	INTENT
	 	 	76	 
	42.

	 	CONFIDENTIALITY
	 	 	77	 
	43.

	 	SERVICING
	 	 	78	 
	44.

	 	PERIODIC DUE DILIGENCE REVIEW
	 	 	80	 
	45.

	 	SET-OFF
	 	 	82	 
	46.

	 	COMMITTED FACILITY
	 	 	82	 
	47.

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

	 	ENTIRE AGREEMENT
	 	 	83	 






	 	 	 

	ANNEX I

	 	Buyer Acting as Agent
	 
	 	 
	SCHEDULES
	 	 
	 
	 	 
	SCHEDULE 1-A

	 	Representations and Warranties re: Assets
	SCHEDULE 1-B

	 	Representations and Warranties re: Fannie Mae Loans
	SCHEDULE 1-C

	 	Representations and Warranties re: Freddie Mac Loans
	SCHEDULE 2

	 	Filing Jurisdictions and Offices
	SCHEDULE 3

	 	Relevant States
	SCHEDULE 4

	 	Subsidiaries
	SCHEDULE 5

	 	Litigation
	SCHEDULE 6

	 	Approved Originators
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	EXHIBIT A

	 	Forms of Certification
	EXHIBIT B

	 	Reserved
	EXHIBIT C

	 	Reserved
	EXHIBIT D

	 	Form of Transaction Notice
	EXHIBIT E

	 	PHH Mortgage Guidelines
	EXHIBIT F

	 	Required Fields for Servicing Transmission
	EXHIBIT G

	 	Required Fields for Asset Schedule






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TABLE OF CONTENTS

(Continued)




	 	 	 	 
				
	 	 	 	Page
	EXHIBIT H

	 	Form of Confidentiality Agreement	 
	EXHIBIT I

	 	Form of Instruction Letter	 
	EXHIBIT J

	 	Reserved	 
	EXHIBIT K

	 	Form of Security Release Certification	 
	EXHIBIT L

	 	Form of Participation Certificate	 
	EXHIBIT M

	 	Form of Correspondent Seller Release	 
	EXHIBIT N

	 	Form of Trade Assignment	 
	EXHIBIT O

	 	Permitted Affiliate Agreements	 
	EXHIBIT P

	 	Closing Instruction Letter	 
	EXHIBIT Q

	 	Takeout Investors	 









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     THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 24, 2011,
between PHH Mortgage Corporation, a New Jersey corporation, as seller (“Seller”), and The
Royal Bank of Scotland plc, as buyer (“Buyer”, which term shall include any
“Principal” as defined and provided for in Annex I), or as agent pursuant hereto
(“Agent”).



1. APPLICABILITY




     Buyer and Seller entered into that certain Second Amended and Restated Master Repurchase
Agreement, dated as of June 18, 2010 and effective as of June 25, 2010 (as amended, supplemented or
otherwise modified prior to the date hereof, the “Original Agreement”), which prescribes
the manner of sale of Eligible Loans, Participation Certificates and Related Securities and the
method and manner by which Seller will repurchase such Assets and contemporaneously therewith
entered into the Program Documents (as such term is defined in such Agreement.



     Buyer and Seller desire to further amend and restate the Original Agreement in its entirety
and contemporaneously therewith enter into or reaffirm the Program Documents (as such term is
defined in this Agreement), as applicable.



     Buyer shall, from time to time, upon the terms and conditions set forth herein, agree to enter
into transactions in which Seller transfers to Buyer Eligible Loans or 100% beneficial interests in
Eligible Loans evidenced by Eligible Participation Certificates, which are then exchanged for
Eligible Securities, against the transfer of funds by Buyer, with a simultaneous agreement by Buyer
to transfer to Seller Purchased Assets at a date certain, against the transfer of funds by Seller.
Each such transaction shall be referred to herein as a “Transaction”, and, unless otherwise
agreed in writing, shall be governed by this Agreement.



2. DEFINITIONS AND ACCOUNTING MATTERS




     (a) Defined Terms. As used herein, the following terms have the following meanings
(all terms defined in this Section 2 or in other provisions of this Agreement in the singular to
have the same meanings when used in the plural and vice versa):



     “Accepted Servicing Practices” shall mean with respect to any Loan, those accepted and
prudent mortgage servicing practices (including collection procedures) of prudent mortgage lending
institutions which service mortgage loans of the same type as the Loans in the jurisdiction where
the related Mortgaged Property is located, and which are in accordance with the requirements of the
applicable Agency Guidelines, applicable law and the requirements of any private mortgage insurer
so that the FHA Mortgage Insurance, VA guarantee or any other applicable insurance or guarantee in
respect of any Loan is not voided or reduced, as applicable, and in a manner at least equal in
quality to the servicing Seller or Seller’s designee provides to mortgage loans which they own in
their own portfolio.



     “Additional Collateral Mortgage Loan” shall mean a Mortgage Loan secured by real
property of the applicable borrower and by the pledge of certain securities in a securities
account of the borrower or parent of the borrower.



     “Additional Purchased Asset” shall have the meaning specified in Section 6(a).



 









 





     “Adjustable Rate Loan” shall mean a Loan which provides for the adjustment of the
Mortgage Interest Rate payable in respect thereto.



     “Adjustment Date” shall mean with respect to each Adjustable Rate Loan, the date set
forth in the related Note on which the Mortgage Interest Rate on the Loan is adjusted in accordance
with the terms of the Note.



     “Affiliate” shall mean, with respect to any Person, any other Person which, directly
or indirectly, controls, is controlled by, or is under common control with, such Person, and which
shall include any Subsidiary of such Person. For purposes of this definition, “control” (together
with the correlative meanings of “controlled by” and “under common control with”) means possession,
directly or indirectly, of the power to vote more than 50% of the securities (on a fully diluted
basis) having ordinary voting power for the directors or managing general partners (or their
equivalent) of such Person.



     “Agency” shall mean Freddie Mac, Fannie Mae, Ginnie Mae, FHA or VA, as applicable.



     “Agency Audit” shall mean any Agency and HUD audits, examinations, evaluations,
monitoring reviews and reports of origination and servicing operations (including those prepared on
a contract basis for any such Agency).



     “Agency Eligible Loan” shall mean a Loan that is originated in Strict Compliance with
the Agency Guidelines and the eligibility requirements specified for the applicable Agency Program,
and is either (i) eligible for sale to, or securitization by, Fannie Mae, Freddie Mac or Ginnie Mae
or (ii) is an FHA Loan or a VA Loan.



     “Agency Guidelines” shall mean the Ginnie Mae Guide, Fannie Mae Guide, Freddie Mac
Guide, FHA Regulations and/or the VA Regulations, as the context may require, in each case as such
guidelines have been or may be amended, supplemented or otherwise modified from time to time by
Ginnie Mae, Fannie Mae, Freddie Mac, FHA or VA, as applicable, and as specifically modified for
Seller or a Takeout Investor.



     “Agency Program” shall mean the Ginnie Mae Program, the Fannie Mae Program and/or the
Freddie Mac Program, as the context may require.



     “Agency Takeout Loan” shall mean a Loan that is an Agency Eligible Loan (other than an
Early Purchase Program Loan) and is subject to a Takeout Commitment of the kind described in clause
(a) of the definition of “Takeout Commitment.”



     “Agent” shall have the meaning set forth in the preamble to this Agreement.



     “Agreement” shall mean this Third Amended and Restated Master Repurchase Agreement
(including all exhibits, schedules and other addenda hereto or thereto), as supplemented by the
Pricing Side Letter, as it may be amended, further supplemented or otherwise modified from time to
time in accordance with the terms hereof.



     “ALTA” shall mean the American Land Title Association.



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



     “Applicable Custodial Agreement” shall mean (i) with respect to any Early Purchase
Program Loan, the Custodial Agreement identified in clause (i) of the definition of “Custodial
Agreement” herein, and (ii) with respect to any other Loan, the Custodial Agreement identified in
clause (ii) of the definition of “Custodial Agreement” herein.



     “Applicable FNMA Confirmation” shall mean a “Confirmation” as such term is defined in
the applicable Tri-Party Agreement.



     “Applicable Margin” shall have the meaning set forth in the Pricing Side Letter.



     “Appraised Value” shall mean the value set forth in an appraisal made in connection
with the origination of the related Loan as the value of the Mortgaged Property (or the related
Cooperative Unit in the case of a Cooperative Loan).



     “Approvals” shall mean, with respect to Seller, the approvals obtained by the
applicable Agency in designation of Seller as a Ginnie Mae approved issuer, a Ginnie Mae approved
servicer, an FHA-approved mortgagee, a VA-approved lender, a Fannie Mae approved lender or a
Freddie Mac approved Seller/Servicer, as applicable, in good standing.



     “Approved Provider” means each of the mortgage loan originating institutions listed on
Schedule 6 attached hereto, as such Schedule 6 is amended, amended and restated, supplemented or
otherwise modified with the prior written consent of Buyer.



     “Approved Title Insurance Company” shall mean a title insurance company that has not
been disapproved by Buyer in its reasonable discretion in a written notice to the Custodian by
Buyer.



     “Asset” shall mean a Loan (including any Zero Advance Loan), or 100% beneficial
interest in a Loan that is a Related Loan, a Participation Certificate, or Security, as the context
may require.



     “Asset Securitization Subsidiary” shall mean (i) any Subsidiary of Seller or Guarantor
engaged solely in the business of effecting asset securitization transactions and activities
incidental thereto or (ii) any Subsidiary of Seller or Guarantor whose primary purpose is to hold
title or ownership interests in vehicles, equipment, leases, mortgages, relocation assets,
financial assets and related assets under management.



     “Asset Schedule” shall mean the list of Purchased Assets or Assets proposed to be
purchased by Buyer that will be delivered in hard copy or electronic format to Buyer and shall
incorporate the fields identified on Exhibit G and any other information required by Buyer
and any other additional information to be provided pursuant to the Applicable Custodial Agreement.



     “Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of
the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the



3









 




laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the
assignment of the Mortgage to Buyer.




     “Attorney Bailee Letter” shall have the meaning assigned to the term “Bailee Letter”
in the Applicable Custodial Agreement.



     “Available Borrowing Capacity” shall mean committed borrowing capacity which may be
drawn (taking into account required reserves and discounts) upon or has been drawn upon by
Guarantor or any of its Subsidiaries under committed Mortgage Warehouse Facilities.



     “Available Commitment” shall mean, as of any date of determination, the amount by
which the then applicable Committed Amount exceeds the Outstanding Aggregate Purchase Price on such
date of determination.



     “Available Uncommitted Amount” shall mean, as of any date of determination during any
Uncommitted Purchase Availability Period, the amount by which the Maximum Aggregate Purchase Price
exceeds the Outstanding Aggregate Purchase Price on such date of determination.



     “Bankruptcy Code” shall mean Title 11 of the United States Code, Section 101 et seq.,
as amended from time to time.



     “Best’s” shall mean Best’s Key Rating Guide, as the same shall be amended from time to
time.



     “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on
which the New York Stock Exchange, the Federal Reserve Bank of New York, the Custodian’s offices,
banking and savings and loan institutions in the State of New York or Connecticut, the City of New
York or the city or state in which the Custodian’s offices are located are closed, or (iii) a day
on which trading in securities on the New York Stock Exchange or any other major securities
exchange in the United States is not conducted.



     “Cash Equivalents” shall mean (a) securities with maturities of ninety (90) days or
less from the date of acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with
maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of
any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase
obligations of any commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than seven days with respect to securities issued or fully guaranteed or
insured by the United States Government, (d) commercial paper of a domestic issuer rated at least
A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“S&P”) or P-1 or the
equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case
maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of
ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or taxing authority of
any such state, commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or foreign government (as
the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of
ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by



4









 




any commercial bank satisfying the requirements of clause (b) of this definition or, (g)
shares of money market mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.




     “Change of Control” shall mean (i) the acquisition by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and
Exchange Commission thereunder as in effect on the Restatement Effective Date), directly or
indirectly, beneficially or of record, of ownership or control of in excess of 50% of the voting
common stock of the Seller on a fully diluted basis at any time or (ii) if at any time, individuals
who at the Restatement Effective Date constituted the Board of Directors of the Seller (together
with any new directors whose election by such Board of Directors or whose nomination for election
by the shareholders of the Seller, as the case may be, was approved by a vote of the majority of
the directors then still in office who were either directors at the Restatement Effective Date or
whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Seller then in office.



     “Closing Instruction Letter” shall mean, with respect to any Wet Loan that becomes
subject to a Transaction before the end of the applicable Rescission period, the instruction letter
provided to the Settlement Agent substantially in the form attached hereto as Exhibit P.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



     “Collection Account” shall mean the following account established by Seller in
accordance with Section 13(ii) for the benefit of Buyer, “The Royal Bank of Scotland plc P&I
account Account #896911”.



     “Collection Account Control Agreement” shall mean the Second Amended and Restated
Collection Account Control Agreement, dated as of June 26, 2008, among Buyer, Seller and The Bank
of New York Mellon, entered into with respect to the Collection Account, as the same may be
amended, supplemented, acknowledged or otherwise modified from time to time in accordance with the
terms thereof.



     “Combined Loan to Value Ratio” or “CLTV” shall mean (x) with respect to any
Eligible Loan, the ratio expressed as a percentage of (i) if the loan transaction is a purchase
money transaction (a) that includes an appraisal, the initial principal amount plus the amount of
any other loan which is secured by a lien on the related Mortgaged Property, divided by the lesser
of the Appraised Value or the purchase price of the Mortgaged Property, or (b) if such transaction
does not include an appraisal, the initial principal amount plus the amount of any other loan which
is secured by a lien on the related Mortgaged Property, divided by the purchase price of the
Mortgaged Property; and (ii) if the loan transaction is a refinance that includes an appraisal, the
initial principal amount plus the amount of any other loan which is secured by a lien on the
related Mortgaged Property, divided by the Appraised Value.



     “Commitment Period” shall mean the period commencing with the Restatement Effective
Date and ending on the Business Day immediately preceding the Termination Date.



     “Committed Amount” shall mean $500,000,000.



5









 





     “Committed Transaction” shall have the meaning assigned to such term in Section 3(a).



     “Confirmation” shall have the meaning assigned thereto in Section 3(a).



     “Consolidated Net Worth” shall mean, at any date of determination, all amounts which
would be included on a balance sheet of the Guarantor and its Consolidated Subsidiaries, under
stockholders’ equity as of such date in accordance with GAAP.



     “Consolidated Subsidiaries” shall mean the subsidiaries of the Guarantor that are
required to be consolidated with the Guarantor for financial reporting purposes in accordance with
GAAP.



     “Contractual Obligation” shall mean as to any Person, any material provision of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of
its property is bound or any material provision of any security issued by such Person.



     “Conversion Date” means, with respect to a Purchased Participation Certificate, the
date on which Buyer releases its rights, title and interest in the Related Loans and the Related
Security is registered as a book-entry in the name of the applicable Depository.



     “Cooperative Corporation” shall mean with respect to any Cooperative Loan, the
cooperative apartment corporation that holds legal title to the related Cooperative Project and
grants occupancy rights to units therein to stockholders through Proprietary Leases or similar
arrangements.



     “Cooperative Loan” shall mean a Loan that is secured by a First Lien on and perfected
security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights
to occupy the related Cooperative Unit in the building owned by the related Cooperative
Corporation.



     “Cooperative Project” shall mean, with respect to any Cooperative Loan, all real
property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation
including without limitation the land, separate dwelling units and all common elements.



     “Cooperative Shares” shall mean, with respect to any Cooperative Loan, the shares of
stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by a
stock certificate.



     “Cooperative Unit” shall mean, with respect to a Cooperative Loan, a specific unit in
a Cooperative Project.



     “Correspondent Asset Schedule” shall have the meaning specified in the Applicable
Custodial Agreement.



     “Correspondent Loan” shall mean a Loan which is (i) originated by a Correspondent
Seller and underwritten in accordance with the Underwriting Guidelines and (ii) acquired by Seller
from a Correspondent Seller in the ordinary course of business. A Correspondent Loan may be either
a Dry Loan or an Undocumented Loan.



6









 





     “Correspondent Seller” shall mean a mortgage loan originator that sells Loans
originated by it to Seller as a “correspondent” or “private label” client.



     “Correspondent Seller Release” shall mean, with respect to any Correspondent Loan, a
release by the related Correspondent Seller, in the form of Exhibit M hereto, of all right, title
and interest, including any security interest, in such Correspondent Loan.



     Custodial Agreement” shall mean (i) with respect to any Early Purchase Program Loan,
the Custodial Agreement, dated as of April 15, 2008, among Seller, Buyer and Custodian, as the same
may be amended, supplemented, acknowledged or otherwise modified from time to time in accordance
with the terms thereof or (ii) with respect to any other Loan, the Amended and Restated Tri-Party
Custody Agreement, dated as of June 26, 2008, among Seller, Buyer and Custodian, as the same shall
be amended, supplemented, acknowledged or otherwise modified from time to time in accordance with
the terms thereof.



     “Custodian” shall mean The Bank of New York Mellon Trust Company, National Association
(as successor to The Bank of New York Trust Company, National Association), or its successors and
permitted assigns, or any successor custodian appointed by Buyer and Seller to act as custodian
under this Agreement.



     “Custodian Loan Transmission” shall have the meaning assigned thereto in the
Applicable Custodial Agreement.



     “Cut-Off Notice” shall have the meaning assigned thereto in the applicable Tri-Party
Agreement.



     “Cut-Off Time” shall have the meaning assigned thereto in the applicable Tri-Party
Agreement.



     “Default” shall mean any event, that, with the giving of notice or the passage of time
or both, would become an Event of Default.



     “Defaulted Loan” shall mean any Eligible Loan where (i) the borrower thereon has
failed to make a required payment for thirty (30) days or more after the Due Date of such required
payment or (ii) any other event has occurred which gives the holder the right to accelerate
payment and/or take steps to foreclose on the mortgage securing the Eligible Loan under the
Eligible Loan documentation.



     “Depository” shall have the meaning set forth in the glossary of the Ginnie Mae Guide,
the Fannie Mae Guide or the Freddie Mac Guide, as applicable.



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



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



7









 





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



     “Dollars” or “$” shall mean lawful money of the United States of America.



     “Dry Loan” shall mean a first lien Loan which is underwritten in accordance with the
Underwriting Guidelines and as to which the related Mortgage File contains all Required Documents.



     “Dry Loan Trust Receipt” shall have the meaning assigned to such term in the
Applicable Custodial Agreement.



     “Due Date” shall mean the day of the month on which the Monthly Payment is due on a
Loan, exclusive of any days of grace.



     “Due Diligence Cap” means $35,000 during each 364 day period from and after the
Restatement Effective Date; provided, however, should unsatisfactory results of any
Due Diligence Review (as determined by Buyer in its sole discretion) with respect to any Assets
result in Buyer’s desire to review additional Asset samples, the Due Diligence Cap shall equal
$35,000 plus the reasonable costs of any such additional reviews as mutually agreed upon by Buyer
and Seller.



     “Due Diligence Costs” has the meaning set forth in Section 44.



     “Due Diligence Review” shall mean the performance by Buyer of any or all of the
reviews permitted under Section 44 hereof.



     “Early Funding Transaction” shall have the meaning assigned to such term in the
applicable Tri-Party Agreement.



     “Early Purchase Program Loan” shall mean a Loan identified as an Early Purchase
Program Loan on the related Asset Schedule that is an Agency Eligible Loan subject to a Takeout
Commitment of the kind described in the definition of “Takeout Commitment,” and as to which 100% of
the beneficial interest therein are evidenced by a Participation Certificate.



     “Early Termination Date” shall have the meaning assigned thereto in Section 17.



     “Electronic Tracking Agreement” shall mean the Third Amended and Restated Electronic
Tracking Agreement among Buyer, Seller, MERSCORP, Inc. and MERS, dated as of June 25, 2010, as the
same may be further amended, supplemented or otherwise modified from time to time in accordance
with its terms; provided that if no Loans are or will be MERS Loans, all references herein
to the Electronic Tracking Agreement shall be disregarded.



     “Electronic Transmission” shall mean the delivery of information in an electronic
format acceptable to the applicable recipient thereof. An Electronic Transmission shall be
considered written notice for all purposes hereof (except when a request or notice by its terms
requires execution).



8









 





     “Eligible Asset” shall mean any Asset that is (i) an Eligible Loan, an Eligible
Participation Certificate and/or an Eligible Security, as the context may require.



     “Eligible Loan” shall have the meaning assigned to such term in the Pricing Side
Letter.



     “Eligible Participation Certificate” shall mean a Participation Certificate (i) that
represents a 100% beneficial interest in a pool of Early Purchase Program Loans, (ii) that is
sufficient for Seller to issue and Ginnie Mae to guarantee, or for Seller to sell and Fannie Mae or
Freddie Mac to issue, the Related Security in the amount and with the terms described in the
related Trade Assignment, and (iii) as to which the Takeout Price set forth in the related Trade
Assignment is for an amount that is equal to or greater the outstanding Repurchase Price for such
Participation Certificate.



     “Eligible Security” means a Security that is a Related Security (i) as to which the
representations and warranties in Schedule 1-A-II of the Agreement are true and correct,
(ii) that is issued on the Conversion Date in Strict Compliance with the applicable Agency Guide,
(iii) that is delivered in a manner sufficient to cause Buyer to have a perfected, first priority
security interest in, and to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the
Uniform Commercial Code of, such Security, (iv) for which the Conversion Date occurs prior to the
related Settlement Date, and (v) that is to be purchased by the Takeout Investor on the related
Settlement Date.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time.



     “Escrow Payments” shall mean, with respect to any Loan, the amounts constituting
ground rents, taxes, assessments, water charges, sewer rents, municipal charges, mortgage insurance
premiums, fire and hazard insurance premiums, condominium charges, and any other payments required
to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Note or Mortgage or
any other document.



     “Event of Default” shall have the meaning provided in Section 18.



     “Event of Termination” shall have the meaning provided in Section 17.



     “Exception” shall have the meaning assigned to such term in the Applicable Custodial
Agreement.



     “Exception Report” shall mean the exception report prepared by the Custodian pursuant
to the Applicable Custodial Agreement.



     “Fall-Out Notification” shall have the meaning assigned to such term in the applicable
Tri-Party Agreement.



     “Fannie Mae” shall mean Fannie Mae, or any successor thereto.



     “Fannie Mae Guidelines” shall mean the Fannie Mae MBS Selling and Servicing Guides and
all amendments or additions thereto.



9









 





     “Fannie Mae Loan” shall mean a Loan that meets the Fannie Mae Guidelines.



     “Fannie Mae Program” shall mean the Fannie Mae Guaranteed Mortgage-Backed Securities
Programs, as described in the Fannie Mae Guidelines.



     “FHA” shall mean the Federal Housing Administration, an agency within HUD, or any
successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and
Urban Development where appropriate under the FHA Regulations.



     “FHA Loan” shall mean a Loan that is eligible for FHA Mortgage Insurance and that is,
or will be, the subject of an FHA Mortgage Insurance Contract.



     “FHA Mortgage Insurance” shall mean mortgage insurance authorized under the National
Housing Act, as amended, codified in 24 Code of Federal Regulations, and provided by the FHA.



     “FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA
respecting the insurance of a Loan.



     “FHA Regulations” shall mean regulations promulgated by HUD under the Federal Housing
Administration Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to
FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.



     “Fidelity Insurance” shall mean insurance coverage with respect to employee errors,
omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary,
property (other than money and securities) and computer fraud.



     “First Lien” shall mean with respect to each Mortgaged Property, the lien of the
mortgage, deed of trust or other instrument securing a mortgage note which creates a first lien on
the Mortgaged Property.



     “First Lien Loan” shall mean an Eligible Loan secured by a First Lien on the Mortgaged
Property, subject to no other prior liens on such Mortgaged Property other than Permitted
Exceptions securing financing obtained by the related Mortgagor.



     “Fleet Asset Securitization Facilities” shall mean those asset-backed financing
arrangements relating to the securitization of vehicle fleet leases originated and serviced by an
Affiliate of the Seller as more fully described in (i) that certain Amended and Restated Base
Indenture, dated as of December 17, 2008, between Chesapeake Funding LLC, as Issuer, and JPMorgan
Chase Bank, N.A., as Indenture Trustee, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, and such other program documents
relating thereto, and (ii) that certain Trust Indenture dated as of November 16, 2009, between BNY
Trust Company of Canada as issuer trustee of Fleet Leasing Receivables Trust and ComputerShare
Trust Company Of Canada, as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof and such other program documents relating thereto.



10









 





     “FNMA Tri-Party Agreement” shall mean that certain letter agreement (Tri-Party
Agreement — Wiring Instructions) among Buyer, Seller and Fannie Mae, dated December 30, 2008, as
the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.



     “FNMA/USAA Tri-Party Agreement” shall mean that certain letter agreement (Tri-Party
Agreement — Wiring Instructions) among Buyer, Seller and Fannie Mae, dated September 16, 2009, as
the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.



     “Freddie Mac” shall mean Freddie Mac, or any successor thereto.



     “Freddie Mac Guide” shall mean the Freddie Mac Sellers’ and Servicers’ Guide, as such
guide may hereafter from time to time be amended.



     “Freddie Mac Program” shall mean the Freddie Mac Home Mortgage Guarantor Program or
the Freddie Mac FHA/VA Home Mortgage Guarantor Program, as described in the Freddie Mac Guide.



     “GAAP” shall mean generally accepted accounting principles in effect from time to time
in the United States of America.



     “Ginnie Mae” shall mean the Government National Mortgage Association and its
successors in interest, a wholly-owned corporate instrumentality of the government of the United
States of America.



     “Ginnie Mae Guide” shall mean the Ginnie Mae Mortgage-Backed Securities Guide I or II,
as such guide may hereafter from time to time be amended.



     “Ginnie Mae Program” shall mean the Ginnie Mae Mortgage-Backed Securities Programs, as
described in the Ginnie Mae Guide.



     “Government-Sponsored Enterprise”: (i) Fannie Mae, (ii) Freddie Mac, (iii) Ginnie Mae
or (iv) any other HUD entity.



     “Governmental Authority” shall mean with respect to any Person, any nation or
government, any state or other political subdivision, agency (including any Agency) or
instrumentality thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any court or arbitrator having
jurisdiction over such Person, any of its Subsidiaries or any of its properties.



     “Gross Margin” shall mean with respect to each Adjustable Rate Loan, the fixed
percentage amount set forth in the related Note and the Asset Schedule that is added to the Index
on each Adjustment Date in accordance with the terms of the related Note to determine the new
Mortgage Interest Rate for such Loan.



     “Guarantee” shall mean, as to any Person, any obligation of such Person directly or
indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the



11









 




payment of any Indebtedness of any other Person or otherwise protecting the holder of such
Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise),
provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in
the ordinary course of business, or (ii) obligations to make servicing advances for delinquent
taxes and insurance, or other obligations in respect of a Mortgaged Property, to the extent
required by Buyer. The amount of any Guarantee of a Person shall be deemed to be an amount equal
to the stated or determinable amount of the primary obligation in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as
verbs shall have correlative meanings.




     “Guarantor” shall mean PHH Corporation, a Maryland corporation, and its successors and
permitted assigns.



     “Guaranty” shall mean the Third Amended and Restated Guaranty Agreement of the
Guarantor in favor of Buyer, dated as of June 18, 2010, and effective as of the Restatement
Effective Date, as the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.



     “HUD” shall mean the U.S. Department of Housing and Urban Development, an agency of
the United States of America, or any successor thereto which shall include the Secretary of Housing
and Urban Development.



     “Income” shall mean, with respect to any Purchased Asset at any time, any principal
and/or interest thereon and all dividends, sale proceeds (including, without limitation, any Third
Party Loan Purchase Proceeds or proceeds from the securitization of such Purchased Asset or other
disposition thereof) and other collections and distributions thereon, 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 Asset or any Escrow Payments.



     “Indebtedness” shall mean (i) all indebtedness, obligations and other liabilities of
the Guarantor and its Subsidiaries which are, at the date as of which Indebtedness is to be
determined, includable as liabilities in a consolidated balance sheet of the Guarantor and its
Subsidiaries, other than (w) accounts payable, accrued expenses and derivatives transactions
entered into in the ordinary course of business pursuant to hedging programs, (x) advances from
clients obtained in the ordinary course of the relocation management services business of the
Guarantor and its Subsidiaries, (y) current and deferred income taxes and other similar liabilities
and (z) minority interest, plus (ii) without duplicating any items included in Indebtedness
pursuant to the foregoing clause (i) (but excluding reinsurance obligations of Atrium Insurance
Corporation), the maximum aggregate amount of all liabilities of the Guarantor and its Subsidiaries
under any Guarantee, indemnity or similar undertaking given or assumed of, or in respect of, the
indebtedness, obligations and other liabilities, assets, revenues, income or dividends of any
Person other than the Guarantor or one of its Subsidiaries and (iii) all other obligations or
liabilities of the Guarantor or any of its Subsidiaries in relation to the discharge of the
obligations of any Person other than the Guarantor or any of its Subsidiaries.



12









 





     “Index” shall mean with respect to each Adjustable Rate Loan, the index identified on
the related Asset Schedule and set forth in the related Note for the purpose of calculating the
interest rate thereon.



     “Instruction Letter” shall mean a letter agreement between Seller and each
Subservicer, if any, substantially in the form of Exhibit I attached hereto.



     “Insurance Proceeds” shall mean with respect to each Loan, proceeds of insurance
policies insuring the Loan or the related Mortgaged Property.



     “Insured Closing Letter” shall mean, with respect to any Wet Loan that becomes subject
to a Transaction, a letter of indemnification from an Approved Title Insurance Company, in any
jurisdiction where insured closing letters are permitted under applicable law and regulation,
addressed to Seller, which is fully assignable to and may be enforced by, the loan originator and
its successors and assigns, including Buyer, with coverage that is customarily acceptable to
Persons engaged in the origination of mortgage loans (including, but not limited to any losses
occurring due to the fraud, dishonesty or mistakes of the closing agent, identifying the Settlement
Agent) covered thereby, which may be in the form of a blanket letter.



     “Interest Only Loan” means a Loan which, by its terms, requires the related Mortgagor
to make monthly payments of only accrued interest for a certain period of time following
origination. After such interest-only period, the loan terms provide that the Mortgagor’s monthly
payment will be recalculated to cover both interest and principal so that such Loan will amortize
fully on or prior to its final payment date.



     “Interest Period” shall mean, with respect to any Transaction, the period commencing
on the Purchase Date with respect to such Transaction and ending on the calendar day prior to the
related Repurchase Date. Notwithstanding the foregoing, no Interest Period may end after the
applicable Termination Date.



     “Investment Company Act” shall mean the Investment Company Act of 1940, as amended,
including all rules and regulations promulgated thereunder.



     “Jumbo A Credit Loan” shall mean a Loan originated in accordance with the Underwriting
Guidelines for Jumbo A product.



     “Landscape Loan” shall mean a Loan that substantially conforms to the Agency
Guidelines, except (i) maintenance of a PMI Policy may not be required, (ii) such Loan may be not
an FHA Loan or VA Loan and (iii) if not required by Agency Guidelines, there may be not be an
appraisal of the related Mortgage Property.



     “LIBO Base Rate” shall mean with respect to each day on which a Transaction is
outstanding (or if such day is not a Business Day, the next succeeding Business Day), the rate per
annum equal to the rate published by Bloomberg or if such rate is not available, the rate appearing
at Reuters Screen LIBOR01 Page, as one-month LIBOR on such date, and if such rate shall not be so
quoted, the rate per annum at which Buyer is offered Dollar deposits at or about 11:00 A.M., New
York City time, on such date by prime banks in the interbank eurodollar market where the eurodollar
and foreign currency and exchange operations in respect of its



13









 




Transactions are then being conducted for delivery on such day for a period of one month and
in an amount comparable to the amount of the Transactions to be outstanding on such day.




     “LIBO Rate” shall mean with respect to each Interest Period pertaining to a
Transaction, a rate (reset on a monthly basis) per annum determined by Buyer in its sole discretion
in accordance with the following formula (rounded upwards to the nearest l/100th of one percent),
which rate as determined by Buyer shall be conclusive absent manifest error by Buyer:



	 	 	 	 	 

	   

	 	LIBO Base Rate
 

1.00 — LIBO Reserve Requirements
	 	 






     The LIBO Rate shall be calculated on each Purchase Date and Repurchase Date commencing with
the first Purchase Date.



     “LIBO Reserve Requirements” shall mean for any Interest Period for any Transaction,
the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve
requirements applicable to Buyer in effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the Board of Governors of
the Federal Reserve System or other Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a member bank of such
Governmental Authority. As of the Restatement Effective Date, the LIBO Reserve Requirements shall
be deemed to be zero.



     “Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar
encumbrance.



     “Loan” shall mean a first lien mortgage loan or Cooperative Loan, in each case
together with all rights and Records relating thereto unless otherwise indicated on the related
Asset Schedule, which the Custodian has been instructed to hold for Buyer pursuant to the
Applicable Custodial Agreement, and which Loan includes, without limitation, (i) a Note, the
related Mortgage and all other Loan Documents and (ii) all right, title and interest of Seller in
and to the Mortgaged Property covered by such Mortgage.



     “Loan Documents” shall mean, with respect to a Loan, the documents comprising the
Mortgage File for such Loan.



     “Loan to Value Ratio” or “LTV” shall mean (x) with respect to any Eligible
Loan, the ratio expressed as a percentage of (i) if the loan transaction is a purchase money
transaction (a) that includes an appraisal, the initial principal amount divided by the lesser of
the Appraised Value or the purchase price of the Mortgaged Property, or (b) if such transaction
does not include an appraisal, the initial principal amount divided by the purchase price of the
Mortgaged Property; and (ii) if the loan transaction is a refinance (a) that includes an appraisal,
the initial principal amount divided by the Appraised Value of the Mortgaged Property, or (b) if
such



14









 




transaction does not include an appraisal, the initial principal amount divided by the
estimated value of the Mortgaged Property.




     “Margin Call” shall have the meaning assigned thereto in Section 6(a).



     “Margin Deficit” shall have the meaning assigned thereto in Section 6(a).



     “Market Value” shall mean the value, determined in good faith by Buyer in its sole
reasonable discretion, of the Assets if sold in their entirety to a single third-party Buyer under
circumstances in which Seller is in default under this Agreement. Buyer’s determination of Market
Value shall be conclusive upon the parties, absent manifest error on the part of Buyer. Buyer
shall have the right to mark to market the Assets on a daily basis which Market Value with respect
to one or more of the Assets may be determined to be zero. Seller acknowledges that Buyer’s
determination of Market Value is for the limited purpose of determining the value of Purchased
Assets which are subject to Transactions hereunder without the ability to perform customary
purchaser’s due diligence and is not necessarily equivalent to a determination of the fair market
value of the Assets achieved by obtaining competing bids in an orderly market in which the
originator/servicer is not in default under a revolving debt facility and the bidders have adequate
opportunity to perform customary loan and servicing due diligence. The Market Value shall be
deemed to be zero with respect to (i) each Asset that is not an Eligible Asset and (ii) each Zero
Advance Loan.



     “Master Netting Agreement” shall mean the Third Amended and Restated Collateral
Security, Setoff and Netting Agreement, dated as of June 18, 2010, and effective as of the
Restatement Effective Date, among Buyer, Seller and certain Affiliates and Subsidiaries of Buyer,
as it may be amended, supplemented or otherwise modified from time to time in accordance with the
terms thereof.



     “Material Adverse Effect” shall mean a material adverse effect on (a) the property,
business, operations or financial condition of Seller or Guarantor (b) the ability of Seller or
Guarantor to perform its obligations under any of the Program Documents to which it is a party, (c)
the validity or enforceability of any of the Program Documents, (d) the rights and remedies of
Buyer under any of the Program Documents, (e) the timely repurchase of the Purchased Assets or
payment of other amounts payable in connection therewith, (f) the Purchased Items in the aggregate
or (g) if so specified in any provision of this Agreement or any other Program Document, any
Purchased Item.



     “Maximum Aggregate Purchase Price” as of any date of determination, shall mean the sum
of the then applicable Committed Amount and, at the sole discretion of Buyer as provided in Section
3(a), the Uncommitted Amount as of such date of determination.



     “Maximum Mortgage Interest Rate” shall mean with respect to each Adjustable Rate Loan,
a rate that is set forth on the related Asset Schedule and in the related Note and is the maximum
interest rate to which the Mortgage Interest Rate on such Loan may be increased on any Adjustment
Date.



     “MERS” shall mean Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.



15









 





     “MERS Identification Number” shall mean the eighteen digit number permanently assigned
to each MERS Loan.



     “MERS Loan” shall mean any Loan as to which the related Mortgage or Assignment of
Mortgage has been recorded in the name of MERS, as agent for the holder from time to time of the
Note, and which is identified as a MERS Loan on the related Asset Schedule.



     “Monthly Payment” shall mean the scheduled monthly payment of principal and interest
on a Loan as adjusted in accordance with changes in the Mortgage Interest Rate pursuant to the
provisions of the Note for an Adjustable Rate Loan.



     “Mortgage” shall mean with respect to a Loan, the mortgage, deed of trust or other
instrument, which creates a First Lien on either (i) with respect to a Loan other than a
Cooperative Loan, the fee simple or leasehold estate in such real property or (ii) with respect to
a Cooperative Loan, the Proprietary Lease and related Cooperative Shares, which in either case
secures the Note.



     “Mortgaged Property” shall mean the real property (including all improvements,
buildings, fixtures, building equipment and personal property thereon and all additions,
alterations and replacements made at any time with respect to the foregoing) and all other
collateral securing repayment of the debt evidenced by a Note.



     “Mortgagee” shall mean the record holder of a Note secured by a Mortgage.



     “Mortgage File” shall mean, as to each Mortgage Loan subject to this Agreement, the
Required Documents and all other documents relating to such Mortgage Loan that are held by the
Custodian pursuant to the Applicable Custodial Agreement.



     “Mortgage Interest Rate” means the annual rate of interest borne on a Note, which
shall be adjusted from time to time with respect to Adjustable Rate Loans.



     “Mortgage Warehouse Facilities” shall mean each credit facility for the warehousing or
gestation of mortgages that provides financing to Guarantor or any of its Subsidiaries, excluding
the repurchase facility represented by this Agreement.



     “Mortgagor” shall mean the obligor or obligors on a Note, including any person who has
assumed or guaranteed the obligations of the obligor thereunder.



     “MV Margin Amount” means, with respect to any Transaction, as of any date of
determination, the amount obtained by application of the MV Margin Percentage to the Repurchase
Price (reduced by the amount of any accrued and unpaid Price Differential) for such Transaction as
of such date.



     “MV Margin Percentage” shall have the meaning assigned to such term in the Pricing
Side Letter.



     “Non-Utilization Fee” shall have the meaning assigned to such term in Section 4(e).



16









 





     “Note” shall mean, with respect to any Loan, the related promissory note together with
all riders thereto and amendments thereof or other evidence of indebtedness of the related
Mortgagor.



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



     “Notice of Termination” shall have the meaning assigned to such term in Section 17.



     “Obligations” shall mean (a) all of Seller’s obligation to pay the Repurchase Price on
the Repurchase Date and other obligations and liabilities of Seller to Buyer, its Affiliates, the
Custodian or any other Person arising under, or in connection with, the Program Documents or
directly related to the Purchased Assets, whether now existing or hereafter arising; (b) any and
all sums paid by Buyer or on behalf of Buyer pursuant to the Program Documents in order to preserve
any Purchased Asset or its interest therein; (c) in the event of any proceeding for the collection
or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in clause
(a) or (b), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling
or otherwise disposing of or realizing on any Purchased Asset, or of any exercise by Buyer or any
Affiliate of Buyer of its rights under the Program Documents, including without limitation,
reasonable attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity
obligations to Buyer pursuant to the Program Documents.



     “Original Gestation Agreement” shall have the meaning assigned to such term in Section
1.



     “Original Repurchase Agreement” shall have the meaning assigned to such term in
Section 1.



     “Outstanding Aggregate Purchase Price” shall mean, as of any date of determination,
the aggregate outstanding Purchase Price for all Purchased Assets subject to Transactions under
this Agreement on such date of determination.



     “Participation Certificate” shall mean, with respect to the applicable Agency Program,
a certificate, in the form of Exhibit L, authenticated by the Custodian, evidencing the 100%
undivided beneficial ownership interest in the Loans that are either set forth on Fannie Mae Form
2005 (Schedule of Mortgages), Freddie Mac Form 1034 (Fixed-Rate Custodial Certification Schedule),
or HUD 11706 (Schedule of Pooled Mortgages) and attached to such Participation Certificate or, to
the extent applicable, identified on a computer tape compatible with the applicable Selling System
as belonging to the mortgage loan pool described in such Participation Certificate, as applicable.



     “Participants” shall have the meaning assigned thereto in Section 39 hereof.



     “Permitted Affiliate Agreement” means an agreement listed on Exhibit O hereto, as such
agreement may be amended, restated, supplemented or otherwise modified from time to time.



     “Permitted Affiliate Transactions” means (a) purchases by Seller of Mortgage Loans
from its Affiliates or the brokering of Mortgage Loans between Seller and any of its Affiliates,



17









 




(b) proceeds received by Seller in connection with fees required to be paid under the PHH
Management Services Agreement as existing on the date hereof, together with any increase in such
existing fees but excluding any separate or additional fees not required under the PHH Management
Services Agreement, (c) proceeds received by Seller in connection with servicing fees required to
be paid by its Subsidiaries, (d) loans or advances by Seller to or from Guarantor or any Subsidiary
thereof (and the repayment thereof), (e) distributions and other transfers by Seller of its
properties or assets to Guarantor or any Subsidiary thereof, (f) any transaction contemplated by,
and fees payable pursuant to, the Permitted Affiliate Agreements not otherwise referenced in this
definition, (g) transactions contemplated pursuant to any lease or sublease between Seller and an
Affiliate thereof as existing on the date hereof, together with any increase in such existing fees
but excluding any separate or additional fees not required under such lease or sublease and (h) any
transaction or fees payable by Seller to or from Guarantor or any Subsidiary thereof not otherwise
referenced in this definition that is upon fair and reasonable terms no less favorable to Seller
than it would obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate.




     “Permitted Exceptions” shall mean the following exceptions to lien priority: (i) the
lien of current real property taxes and assessments not yet due and payable; (ii) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of
the date of recording acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator of the Loan and (A)
referred to or otherwise considered in the appraisal (if any) made for the originator of the Loan
or (B) which do not adversely affect the appraised value of the Mortgaged Property set forth in
such appraisal; and (iii) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property.



     “Person” shall mean any individual, corporation, company, voluntary association,
partnership, joint venture, limited liability company, trust, unincorporated association or
government (or any agency, instrumentality or political subdivision thereof).



     “PHH Home” means PHH Home Loans, LLC or its permitted successors and assigns.



     “PHH Management Services Agreement” means that certain Management Service Agreement,
dated as of March 31, 2006, by and between PHH Home and Seller, as amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof.



     “PHH Mortgage Guidelines” has the meaning set forth in the definition of “Underwriting
Guidelines”.



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



     “PMI Policy” or “Primary Insurance Policy” shall mean a policy of primary
mortgage guaranty insurance issued by a Qualified Insurer.



18









 





     “Post-Default Rate” shall mean, in respect of the Repurchase Price for any Transaction
or any other amount under this Agreement, or any other Program Document that is not paid when due
to Buyer (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate
per annum during the period from and including the due date to but excluding the date on which such
amount is paid in full equal to 4.00% per annum, plus (a) the Pricing Rate otherwise applicable to
such Asset or other amount, or (b) if no Pricing Rate is otherwise applicable, (i) the LIBO Rate
plus (ii) the Applicable Margin.



     “Price Differential” shall mean, with respect to each Transaction as of any date of
determination, the aggregate amount obtained by daily application of the Pricing Rate (or during
the continuation of an Event of Default, by daily application of the Post-Default Rate) for such
Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual
number of days elapsed during the period commencing on (and including) the Purchase Date and ending
on (but excluding) the date of determination (reduced by any amount of such Price Differential in
respect of such period previously paid by Seller to Buyer with respect to such Transaction).



     “Pricing Rate” shall mean the per annum percentage rate for determination of the Price
Differential as set forth in the Pricing Side Letter.



     “Pricing Side Letter” shall mean the Fifth Amended and Restated Pricing Side Letter,
dated as of June 24, 2011 and effective as of the Restatement Effective Date, among Seller,
Guarantor and Buyer, as the same may be amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof.



     “Principal” shall have the meaning assigned thereto in Annex I.



     “Program Documents” shall mean this Agreement, each Applicable Custodial Agreement,
the Guaranty, any Servicing Agreement, the Master Netting Agreement, the Pricing Side Letter, any
Instruction Letter, the Collection Account Control Agreement, all Trade Assignments and related
Takeout Commitments, the Electronic Tracking Agreement, the Disbursement Agent Agreement, the FNMA
Tri-Party Agreement, the FNMA/USAA Tri-Party Agreement and any other agreement entered into by
Seller, Guarantor and/or any of their respective Affiliates or Subsidiaries on the one hand, and
Buyer and/or any of its Affiliates or Subsidiaries (or Custodian on its behalf) on the other, in
connection herewith or therewith.



     “Property” shall mean any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible.



     “Proprietary Lease” shall mean the lease on a Cooperative Unit evidencing the
possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.



     “Purchased Assets” means Loans purchased by Buyer hereunder, including 100% beneficial
interest in Loans that are Related Loans and as to which the related Participation Certificate is a
Purchased Participation Certificate, Purchased Participation Certificates and/or Purchased
Securities, as the context may require, and any and all other Purchased Items. The term “Purchased
Assets” with respect to any Transaction at any time and for all purposes of this Agreement and the
other Program Documents shall also include Additional Purchased Assets



19









 




delivered pursuant to Section 6(a), Substitute Assets delivered pursuant to Section 16 and
Zero Advance Loans delivered pursuant to Section 3(a) or purchased in accordance with Section 3(e).




     “Purchase Date” shall mean, with respect to each Transaction, the date on which
Purchased Assets are sold by Seller to Buyer hereunder.



     “Purchased Items” shall have the meaning assigned to such term in Section 8.



     “Purchased Participation Certificate” shall mean a Participation Certificate
evidencing the 100% beneficial interest in Related Loans sold by Seller to Buyer in a Transaction,
together with the related Records, and with respect to each Loan, such other property, rights,
titles or interest as are specified on a related Transaction Notice, and all documents,
instruments, chattel paper, and general intangibles and all products and proceeds relating to or
constituting any or all of the foregoing.



     “Purchased Security” shall mean a Related Security sold by Seller to Buyer in a
Transaction, together with and all documents, instruments, chattel paper, and general intangibles
and all products and proceeds relating to or constituting any or all of the foregoing.



     “Purchase Price” shall have the meaning assigned to such term in the Pricing Side
Letter.



     “Purchase Proceeds” shall have the meaning assigned to such term in the applicable
Tri-Party Agreement.



     “Qualified Insurer” shall mean an insurance company duly qualified as such under the
laws of each state in which any Mortgaged Property is located, duly authorized and licensed in each
such state to transact the applicable insurance business and to write the insurance provided, and
approved as an insurer by Fannie Mae or Freddie Mac.



     “Qualified Originator” shall mean (a) Seller, (b) any Approved Provider and (c) any
other originator of a Loan; (provided, that Buyer shall have the right to reject any such
other originator, in its sole discretion, by delivering written notice to Seller fifteen (15) days
prior to ceasing to accept Loans originated by such person).



     “RBS” shall mean The Royal Bank of Scotland plc, and its successors.



     “Reacquired Loans” shall have the meaning assigned thereto in Section 16.



     “Records” means all instruments, agreements and other books, records, and reports and
data generated by other media for the storage of information maintained by Seller or any other
person or entity with respect to a Purchased Asset. Records shall include, without limitation, the
Notes, any Mortgages, the Mortgage Files, the Servicing File, and any other instruments necessary
to document or service a Loan that is a Purchased Asset, including, without limitation, the
complete payment and modification history of each Loan that is a Purchased Asset.



     “Related Credit Enhancement” shall have the meaning assigned to such term in Section
8(c).



20









 





     “Related Loan” shall mean an Early Purchase Program Loan that underlies a
Participation Certificate or the Related Security, as the context may require.



     “Related Security” means the Security backed by the Related Loans that is issued in
exchange for the related Purchased Participation Certificate on the related Conversion Date.



     “Renewal Commitment Fees” shall have the meaning assigned to such term in the Pricing
Side Letter.



     “Renewal Date” shall have the meaning assigned thereto in Section 27.



     “Repurchase Date” shall mean the date occurring on (i) the 25th day of each month
following the related Purchase Date (or if such date is not a Business Day, the following Business
Day), (ii) any other Business Day set forth in the related Transaction Notice and/or the related
Confirmation, (iii) with respect to a Purchased Security, the related Settlement Date, (iv) the
date determined by application of Section 17 or Section 19, (v) with respect to any Purchased Asset
funded under the Committed Amount, the Termination Date, (vi) with respect to any Purchased Asset
funded under the Uncommitted Amount, the earliest to occur of (x) the Termination Date and (y) the
date specified in a written notice of termination of any Uncommitted Purchase Availability Period
delivered by Buyer to Seller (such date to be no earlier than the tenth (10th) Business Day after
such written notice is so delivered) or (vii) any other date agreed to by Seller and Buyer.



     “Repurchase Price” shall mean the price at which Purchased Assets are to be
transferred from Buyer to Seller upon termination of a Transaction, which will be determined in
each case (including Transactions terminable upon demand) as the sum of the outstanding Purchase
Price for such Purchased Assets plus the accrued and unpaid Price Differential as of the date of
such determination.



     “Required Documents” shall have the meaning set forth in the Applicable Custodial
Agreement.



     “Requirement of Law” shall mean as to any Person, the certificate of incorporation and
by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.



     “Rescission” shall mean the right of a Mortgagor to rescind the related Note and
related documents pursuant to applicable law.



     “Responsible Officer” shall mean, as to any Person, the chief executive officer or,
with respect to financial matters, the chief financial officer of such Person; provided,
that in the event any such officer is unavailable at any time he or she is required to take any
action hereunder, Responsible Officer shall mean any officer authorized to act on such officer’s
behalf as demonstrated by a certificate of corporate resolution and, for purposes of Section 13(f)
the chief executive officer, chief financial officer, treasurer or assistant treasurer of Seller.



21









 





     “Restatement Effective Date” shall mean the later to occur of June 24, 2011 and the
date upon which the conditions precedent set forth in Section 9(a) have been satisfied.



     “Reuters Screen LIBOR01 Page” shall mean the display page currently so designated on
the Reuters Monitor Money Rates Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).



     “Revolving Credit Agreement” shall mean that certain Amended and Restated Competitive
Advance and Revolving Credit Agreement, dated as of January 6, 2006 as amended through the Fourth
Amendment, dated as of June 25, 2010, among Guarantor, as Borrower, PHH Vehicle Management Services
Inc., as Canadian Subsidiary Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the
lenders from time to time party thereto and others, as the same may be further amended, modified,
waived or supplemented, solely to the extent that Buyer has given its prior written consent to such
amendment, modification, waiver or supplement.



     “Section 404 Notice” means the notice required pursuant to Section 404 of the Helping
Families Save Their Homes Act of 2009 (P.L. 111-22), which amends 15 U.S.C. Section 1641 et seq.,
to be delivered by a creditor that is an owner or an assignee of a mortgage loan to the related
Mortgagor within thirty (30) days after the date on which such mortgage loan is sold or assigned to
such creditor.



     “Securitization Indebtedness” shall mean Indebtedness incurred by any structured
bankruptcy-remote Subsidiary of Seller or Guarantor which does not permit or provide for recourse
to Seller or Guarantor or any Subsidiary thereof (other than such structured bankruptcy-remote
Subsidiary) or any property or asset of Seller or Guarantor or any Subsidiary thereof (other than
the property or assets of such structured bankruptcy-remote Subsidiary). Securitization
Indebtedness shall include, without limitation, the Fleet Asset Securitization Facilities and other
similar financing facilities.



     “Security” means a fully-modified pass-through mortgage-backed security that is (i)(a)
issued by Seller and fully guaranteed by Ginnie Mae or (b) issued and fully guaranteed with respect
to timely payment of interest and ultimate payment of principal by Fannie Mae or Freddie Mac, (ii)
evidenced by a book-entry account in a depository institution having book-entry accounts at the
applicable Depository and (iii) backed by a pool of Loans, in substantially the principal amount
and with substantially the other terms as specified with respect to such Security in the related
Trade Assignment.



     “Security Release Certification” shall mean a security release certification in
substantially the form set forth in Exhibit K hereto.



     “Selling System” shall mean the automated system of the applicable Agency by which
sellers and servicers of mortgage loans to such Agency transfer mortgage summary and record data or
mortgage accounting and servicing information from their computer system or service bureau to such
Agency, as more fully described in the applicable Agency Guidelines.



     “Servicer” shall mean Seller in its capacity as servicer or master servicer of the
Loans.



     “Servicing Agreement” shall have the meaning provided in Section 43(c).



22









 





     “Servicing File” shall mean with respect to each Loan, the file retained by Seller (in
its capacity as Servicer) consisting of all documents that a prudent originator and servicer would
have, including copies of the Loan Documents, all documents necessary to document and service the
Loans and any and all documents required to be delivered pursuant to any of the Program Documents.



     “Servicing Records” shall have the meaning assigned thereto in Section 43(b).



     “Servicing Transmission” shall mean a computer-readable magnetic or other electronic
format acceptable to the parties containing the information identified on Exhibit F.



     “Settlement Agent” shall have the meaning assigned thereto in the Applicable Custodial
Agreement.



     “Settlement Date” shall mean, with respect to a Related Security, the date specified
in the related Trade Assignment on which the sale of such Security to the Takeout Investor will be
settled on a delivery-versus-payment basis.



     “Shortfall Amount” shall mean, for any Early Funding Transaction, the aggregate
amount, if any, by which (x) the amount owed by Seller to Buyer in respect of the Purchased Assets
to be sold by Seller to Fannie Mae in such Early Funding Transaction exceeds (y) the aggregate
Purchase Proceeds for such Purchased Assets as specified in the Applicable FNMA Confirmation.



     “Strict Compliance” shall mean the compliance of Seller and Loans with the
requirements of the Agency Guidelines, as applicable and as amended by any agreements between
Seller and the applicable Agency in accordance with the terms hereof, sufficient to enable (i) FHA
to issue the related FHA Mortgage Insurance Contracts, (ii) VA to deliver the related VA Loan
Guarantee Agreements, and (iii) Seller to issue and Ginnie Mae to guarantee or Fannie Mae or
Freddie Mac to issue and guarantee a Security.



     “Subservicer” shall have the meaning provided in Section 43(c).



     “Subsidiary” shall mean, with respect to any Person, any corporation, association,
joint venture, partnership or other business entity (whether now existing or hereafter organized)
of which at least a majority of the voting stock or other ownership interests having ordinary
voting power for the election of directors (or the equivalent) is, at the time of which any
determination is being made, owned or controlled by such Person or one or more Subsidiaries of such
Person or by such Person and one or more Subsidiaries of such Person. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Seller.



     “Substitute Assets” has the meaning assigned to such term in Section 16.



     “Takeout Commitment” shall mean a (a) fully assignable commitment of Seller to sell
one or more identified Loans to a Takeout Investor that is an Agency, or (b) fully assignable
commitment of Seller to sell one or more identified Loans to a Takeout Investor other than an
Agency.



23









 





     “Takeout Investor” shall mean (i) an Agency; (b) those Persons listed on Exhibit
Q hereto, as such Exhibit is updated from time to time with the consent of Buyer and (c) any
other institution which has made a Takeout Commitment or has an agreement with Seller to purchase a
security and has been approved by Buyer.



     “Takeout Price” shall mean, with respect to a Purchased Asset, the purchase price to
be paid for such Asset by the Takeout Investor pursuant to the related Takeout Commitment or Trade
Assignment.



     “Tangible Net Worth” shall mean, at any date of determination, with respect to the
Guarantor, the Consolidated Net Worth of the Guarantor and its Consolidated Subsidiaries minus the
aggregate book value of all intangible assets of the Guarantor and its Consolidated Subsidiaries,
in each case as of such date in accordance with GAAP.



     “Termination Date” shall mean the earliest to occur of (i) June 22, 2012, (ii) the
Early Termination Date or (iii) such other date on which this Agreement shall terminate in
accordance with the provisions hereof or by operation of law.



     “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 Assets 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 for the benefit of Buyer in accordance with Section 13(mm), “PHH Mortgage
Corporation Third Party Loan Purchase Proceeds Account; Account #1092904.



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



     “Third Party Takeout Loan” shall mean a Loan that is subject to a Takeout Commitment
of the kind described in clause (b) of the definitions of “Takeout Commitment.”



     “Trade Assignment” shall mean an assignment to Buyer of a forward trade between the
Takeout Investor and Seller with respect to one or more Securities substantially in the form of
Exhibit N hereto, or such other form approved by Buyer, that has been executed by Seller, and when
executed by Buyer, shall be enforceable and in full force and effect, and that confirms the details
of such forward trade.



     “Transaction” shall have the meaning assigned to such term in Section 1.



     “Transaction Notice” shall mean a written request by Seller to enter into a
Transaction in the form of Exhibit D hereto.



     “Transfer” shall have the meaning assigned to such term in Section 13(n).



24









 





     “Tri-Party Agreement” shall mean, with respect to any Early Funding Transaction, the
FNMA Tri-Party Agreement or the FNMA/USAA Tri-Party Agreement, as applicable, pursuant to which
such Early Funding Transaction is consummated.



     “Trust Receipt” shall have the meaning assigned to such term in the Applicable
Custodial Agreement.



     “Uncommitted Amount” shall mean $200,000,000.



     “Uncommitted Purchase Availability Period” shall mean each period commencing with the
date on which the Available Commitment has been reduced to zero and ending on the earliest to occur
of (i) the date on which the Available Commitment once again exceeds zero, (ii) the date on which
the Uncommitted Purchase Availability Period is terminated by Buyer in its sole discretion, such
date to be no earlier than the tenth (10th) Business Day after written notice of such termination
is given by Buyer to Seller, and (iii) the Business Day immediately preceding the Termination Date.



     “Uncommitted Transaction” shall have the meaning assigned to such term in Section
3(a).



     “Underwriting Guidelines” shall mean either (i) the underwriting guidelines of Seller
attached as Exhibit E hereto, in effect as of the date of this Agreement, as the same may be
amended, supplemented or otherwise modified from time to time (including without limitation by the
addition of any third party’s underwriting guidelines) and, with respect only to material
amendments, supplements or other modifications, with Buyer’s prior written consent in accordance
with Section 13(h) (the “PHH Mortgage Guidelines”), (ii) the Agency Guidelines, (iii) the
USAA Guidelines, or (iv) such other guidelines as are identified to, and approved in writing by,
Buyer, as applicable.



     “Undocumented Loan” shall have the meaning assigned to such term in the Applicable
Custodial Agreement.



     “Undocumented Loan Schedule” shall have the meaning assigned to such term in the
Applicable Custodial Agreement.



     “Undocumented Loan Trust Receipt” shall have the meaning assigned to such term in the
Applicable Custodial Agreement.



     “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided that if by reason of mandatory provisions of
law, the perfection or the effect of perfection or non-perfection of the security interest in any
Purchased Items is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect
of perfection or non-perfection.



     “USAA Guidelines” USAA Federal Savings Bank underwriting guidelines and all
amendments or additions thereto.



25









 





     “USAA Loan” shall mean a Loan that meets USAA Guidelines.



     “USC” shall mean the United States Code, as amended.



     “VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United
States of America, or any successor thereto which shall include the Secretary of Veterans Affairs.



     “VA Loan” shall mean a Loan which is eligible to be covered by a VA Loan Guaranty
Agreement, and which is, or will be, subject of a VA Loan Guaranty Agreement, and which is, or will
be, evidenced by a loan guaranty certificate, or a Loan which is a vender loan sold by the VA.



     “VA Loan Guaranty Agreement” shall mean the obligation of the United States to pay a
specific percentage of a Loan (subject to a maximum amount) upon default of the Mortgagor pursuant
to the Servicemen’s Readjustment Act, as amended, codified in 38 Code of Federal Regulations.



     “VA Regulations” shall mean regulations promulgated by the U.S. Department of Veterans
Affairs pursuant to the Servicemen’s Readjustment Act, as amended, codified in 38 Code of Federal
Regulations, and other VA issuances relating to VA Loans, including related handbooks, circulars
and notices.



     “Voluntary Approval Termination” shall mean, with respect to any Agency, the
termination of Seller’s Approvals by such Agency for reasons specified in a written notice from
Seller to Buyer, including copies of all supporting documentation; provided,
however, that any failure by Seller to maintain all requisite Approvals shall not be deemed
to be a Voluntary Approval Termination if such termination, whether voluntary on Seller’s part or
otherwise, (i) is in response to any adverse action taken by the applicable Agency with respect to
Seller, or (ii) shall result from facts that constitute an Event of Default hereunder.



     “Wet Loan” shall mean a wet-funded Loan which is underwritten in accordance with the
Underwriting Guidelines and does not contain all the required Loan Documents in the Mortgage File,
which in order to be deemed to be an Eligible Loan shall have the following additional
characteristics:




     (a) the proceeds thereof have been funded (or, on the Purchase Date supported by a
Transaction Notice are being funded) by wire transfer or cashier’s check, cleared check or
draft or other form of immediately available funds to the Settlement Agent for such Wet
Loan;




     (b) Seller expects such Wet Loan to close and become a valid lien securing actual
indebtedness by funding to the order of the Mortgagor thereunder;




     (c) the proceeds thereof have not been returned to Buyer from the Settlement Agent for
such Wet Loan;



26









 






     (d) Seller has not learned that such Wet Loan will not be closed and funded to the
order of the Mortgagor;




     (e) upon recordation such Loan will constitute a first lien on the premises described
therein; and




     (f) Seller shall have obtained an Insured Closing Letter and a Closing Instruction
Letter with respect to such Wet Loan.



     “Wet Loan Schedule” shall have the meaning assigned to such term in the Applicable
Custodial Agreement.



     “Wet Loan Trust Receipt” shall have the meaning assigned to such term in the
Applicable Custodial Agreement.



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



     “Wiring Instructions” shall have the meaning assigned to such term in the applicable
Tri-Party Agreement.



     “Zero Advance Loan” means each Loan that (i) is not an Early Purchase Program Loan and
(ii) as to which the related Transaction Notice shall identify such Loan as a Zero Advance Loan and
specify the proposed Purchase Price therefor as zero ($0.00).




	 	(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









 










“from” means “from and including”, the words “to” and “until” each mean “to but excluding”,
and the word “through” means “to and including”.




     Except where otherwise provided in this Agreement, any determination, consent, approval,
statement or certificate made or confirmed in writing with notice to Seller by Buyer or an
authorized officer of Buyer provided for in this Agreement is conclusive and binds the parties in
the absence of manifest error. A reference to an agreement includes a security interest,
guarantee, agreement or legally enforceable arrangement whether or not in writing related to such
agreement.



     A reference to a document includes an agreement (as so defined) in writing or a certificate,
notice, instrument or document, or any information recorded in computer disk form. Where Seller is
required to provide any document to Buyer under the terms of this Agreement, the relevant document
shall be provided in writing or printed form unless Buyer requests otherwise. At the request of
Buyer, the document shall be provided in computer disk form or both printed and computer disk form.



     This Agreement is the result of negotiations among, and has been reviewed by counsel to, Buyer
and Seller, and is the product of all parties. In the interpretation of this Agreement, no rule of
construction shall apply to disadvantage one party on the ground that such party proposed or was
involved in the preparation of any particular provision of this Agreement or this Agreement itself.
Except where otherwise expressly stated, Buyer may give or withhold, or give conditionally,
approvals and consents and may form opinions and make determinations at its absolute discretion.
Any requirement of good faith, discretion or judgment by Buyer shall not be construed to require
Buyer to request or await receipt of information or documentation not immediately available from or
with respect to Seller, a servicer of the Purchased Assets, any other Person or the Purchased
Assets.



3. THE TRANSACTIONS




     (a) Upon the terms and subject to the conditions set forth in this Agreement and the other
Program Documents, Buyer shall, from time to time during the Commitment Period enter into
Transactions with an Outstanding Aggregate Purchase Price for all Purchased Assets at any one time
subject to Transactions hereunder not to exceed the then applicable Committed Amount (each, a
“Committed Transaction”). Buyer may in its sole and absolute discretion, but shall not be
obligated to, and upon the terms and subject to the conditions set forth in this Agreement and the
other Program Documents, enter into one or more additional Transactions (each, an “Uncommitted
Transaction”) during any Uncommitted Purchase Availability Period having an outstanding
aggregate Purchase Price for all Purchased Assets subject to Uncommitted Transactions at any one
time hereunder not to exceed the Uncommitted Amount; provided that the Outstanding Aggregate
Purchase Price of all Committed Transactions and all Uncommitted Transactions hereunder in the
aggregate shall not exceed the Maximum Aggregate Purchase Price. For the avoidance of doubt,
Buyer shall have no obligation whatsoever to enter into any Uncommitted Transaction unless Buyer,
in its sole and absolute discretion, decides to enter into such Uncommitted Transaction. As used
herein, each Committed Transaction and each Uncommitted Transaction is referred to as a
“Transaction” and all Committed Transactions and Uncommitted Transactions are referred to
collectively as



28









 




the “Transactions.” Unless otherwise agreed, Seller shall request that Buyer enter into a
Transaction by delivering or causing to be delivered (A) in the case of any Dry Loans or any
Undocumented Loans (other than any Dry Loans or Undocumented Loans that are Correspondent Loans),
(i) a Transaction Notice, appropriately completed, and an Asset Schedule to Buyer and Custodian,
and (ii) the Mortgage File to Custodian for each Loan proposed to be included in such Transaction
(whether or not such Loan is subject to a Participation Certificate), which Transaction Notice and
Asset Schedule must be received no later than 5:00 p.m. (New York City time) one Business Day
prior to the requested Purchase Date, (B) in the case of any Correspondent Loans, (i) a
Transaction Notice, appropriately completed, and an Asset Schedule to Buyer, Custodian and
Disbursement Agent and a Correspondent Seller Release, duly executed and delivered by each
applicable Correspondent Seller, to the Buyer, and (ii) the Mortgage File to Custodian for each
Loan proposed to be included in such Transaction, which Transaction Notice, Asset Schedule and
Correspondent Seller Releases must be received no later than 11:00 a.m. (New York City time) on
the requested Purchase Date or (C) in the case of any Wet Loans, (i) a Transaction Notice,
appropriately completed, and an Asset 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 Asset 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 Asset 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 and the Asset Schedule in respect of the Eligible Loans that Seller
proposes to include in the related Transaction shall clearly indicate those Loans that are
intended to be Undocumented Loans (other than Correspondent Loans), AM Funded Wet Loans, PM Funded
Wet Loans, Dry Loans (other than Correspondent Loans) or Correspondent Loans (separately
identifying Correspondent Loans that are Dry Loans and Correspondent Loans that are Undocumented
Loans). 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 any Confirmation, the terms of such Confirmation shall control with respect to the
related Transaction.




     (b) Pursuant to and in accordance with the terms and provisions of the Applicable Custodial
Agreement, the Custodian shall review any Required Documents delivered to it and shall deliver to
Buyer, via Electronic Transmission acceptable to Buyer, Custodian Loan



29









 




Transmissions and Exception Reports showing the status of all Loans then held by the
Custodian, including but not limited to the Undocumented Loans (other than Correspondent Loans),
Wet Loans, Dry Loans (other than Correspondent Loans) and Correspondent Loans (including whether
such Correspondent Loans are Dry Loans or Undocumented Loans) subject to Exceptions, and the time
the related Loan Documents have been released pursuant to Sections 6(b) or Section 7 of the
Applicable Custodial Agreement. In addition, pursuant to and in accordance with the terms and
provisions of the Applicable Custodial Agreement, the Custodian shall deliver to Buyer on each
Purchase Date and such other dates as specified in the Applicable Custodial Agreement, one or more
Trust Receipts relating to the Loans. The original copies of each Trust Receipt shall be
delivered to JPMorgan Chase Bank at 4 New York Plaza, Outsourcing Department, New York, New York
10004, Attention: Diane Bonnette for the account of The Royal Bank of Scotland plc, telephone
number (212) 623-7235, as agent for Buyer by overnight delivery using a nationally recognized
insured overnight delivery service.




     (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 (including any
Correspondent Loan that is an Undocumented Loan), Seller shall, in lieu of delivering the Mortgage
Files with respect to such 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 (other than
any Correspondent Loans), deliver to the Custodian an Undocumented Asset Schedule setting forth a
list of all such Undocumented 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, (ii) prior to 11:00 a.m.
(New York City time) on the related Purchase Date or date of substitution of any Undocumented
Loans that are Correspondent Loans, deliver to the Custodian a Correspondent Asset Schedule
setting forth a list of all such Undocumented Loans that are Correspondent Loans and cause the
Custodian to deliver to Buyer, by no later than 1:00 p.m. (New York City time) on such Business
Day, a Notice of Intent to Issue Trust Receipt with respect thereto in accordance with the Custody
Agreement, (iii) 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 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, (iv) 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 (v) 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



30









 




forth in the Custody Agreement. The original copies of such Trust Receipts shall be
delivered to JPMorgan Chase Bank at 4 New York Plaza, Outsourcing Department, New York, New York
10004, Attention: Diane Bonnette for the account of The Royal Bank of Scotland plc, telephone
number (212) 623-7235, as agent for Buyer by overnight delivery using a nationally recognized
insured overnight delivery service.




     (d) Upon Seller’s request to enter into a Committed Transaction pursuant to Section 3(a),
Buyer shall, and upon Seller’s request to enter into an Uncommitted Transaction pursuant to
Section 3(a), Buyer may in its sole and absolute discretion, in each case provided no Default,
Event of Default or Event of Termination shall have occurred and be continuing, and provided all
conditions precedent set forth in Section 3 and in Sections 9(a) and 9(b) have been met, (i) with
respect to Dry Loans or Undocumented Loans (other than any Dry Loans or Undocumented Loans that
are Correspondent Loans), by 6:00 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, (iii) with respect to PM Funded
Wet Loans, by 11:00 a.m. (New York City Time) on the requested Purchase Date or (iv) with respect
to Correspondent Loans, by 1:00 p.m. on the requested Purchase Date, Buyer shall 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 or
Correspondent 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
(other than any Dry Loans or Undocumented Loans that are Correspondent 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, (iii) with
respect to PM Funded Wet Loans, not later than 11:30 a.m. (New York City time) on the requested
Purchase Date and (iv) with respect to Correspondent Loans, not later than 3:00 p.m. on the
requested Purchase Date. Purchases of Wet Loans and Correspondent Loans shall be consummated in
accordance with the procedures set forth in the Disbursement Agent Agreement.




31











 





     (e) Subject to the terms and conditions of the Program Documents, if at any time Seller
desires to enter into a new Transaction having a Purchase Price greater than zero ($0.00) with
respect to any Zero Advance Loan then subject to a Transaction under this Agreement, Seller shall
request that Buyer enter into such new Transaction by delivering a Transaction Notice relating to
such Zero Advance Loan in accordance with Section 3(a), specifying the information required by
Section 3(a) including the requested Purchase Price for such Zero Advance Loan. Delivery of any
such Transaction Notice shall constitute a conveyance by Buyer to Seller of such Zero Advance
Loan identified on the related Asset Schedule with an immediate reconveyance of such Zero Advance
Loan by Seller to Buyer, and, upon the consummation of such new Transaction, such Loan shall no
longer constitute a Zero Advance Loan for any purpose under this agreement and the other Program
Documents.



     (f) Anything herein to the contrary notwithstanding, if, on or prior to the determination of
any LIBO Base Rate:




     (i) Buyer determines, which determination shall be conclusive, that quotations of
interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate”
in Section 2 are not being provided in the relevant amounts or for the relevant maturities
for purposes of determining rates of interest for Transactions as provided herein; or




     (ii) Buyer determines, which determination shall be conclusive, that the Applicable
Margin plus the relevant rate of interest referred to in the definition of “LIBO Base Rate”
in Section 2 upon the basis of which the rate of interest for Transactions is to be
determined is not likely adequately to cover the cost to Buyer of purchasing and holding
Assets hereunder; or




     (iii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate
based on the LIBO Base Rate;


then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in
effect, Buyer shall be under no obligation to purchase Assets hereunder, and Seller shall, at its
option, either repurchase such Assets or pay a Pricing Rate at a rate per annum as determined by
Buyer taking into account the increased cost to Buyer of purchasing and holding the Assets.




     (g) Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date.
Each obligation to repurchase exists without regard to any prior or intervening liquidation or
foreclosure with respect to any Purchased Asset. Seller is obligated to obtain the Purchased
Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the
related Repurchase Date. Any amounts required to be paid to Buyer under this Section 3(g) must be
received by Buyer and the computer tape relating to the Purchased Assets being repurchased under
this Section 3(g) must be uploaded to the Buyer’s website by 4:00 p.m. (New York City time) on the
related Repurchase Date.



     (h) Provided that the applicable conditions in Sections 9(a) and 9(b) have been satisfied, a
Purchased Asset that is repurchased by Seller on the Repurchase Date shall, without further action
on the part of Buyer or Seller, become subject to a new Transaction on such



32









 




Repurchase Date. Buyer shall purchase the related Eligible Assets pursuant to the procedures
set forth in Section 3(d). For each new Transaction, unless otherwise agreed, (y) the accrued and
unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the
Pricing Rate shall be as set forth in the Pricing Side Letter.




     (i) If Seller intends to repurchase any Loans on any day which is not a Repurchase Date,
Seller shall give one (1) Business Day’s prior written notice thereof to Buyer. If such notice is
given, the Repurchase Price specified in such notice shall be due and payable on the date
specified therein, which amount shall include the Price Differential to such date on the amount
prepaid. Such early repurchases shall be in an aggregate principal amount of at least $100,000.
Any amounts required to be paid to Buyer under this Section 3(i) must be received by Buyer, and
the computer tape relating to the Purchased Assets being repurchased under this Section 3(i) must
be uploaded to the Buyer’s website, by 4:00 p.m. (New York City time) on such date of repurchase.



     (j) [Reserved.]



     (k) If any Requirement of Law (other than with respect to any amendment made to Buyer’s
certificate of incorporation and by-laws or other organizational or governing documents) or any
change in the interpretation or application thereof or compliance by Buyer with any request or
directive (whether or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:




     (i) shall subject Buyer to any tax of any kind whatsoever with respect to this
Agreement or any Assets purchased pursuant to it (excluding net income taxes) or change the
basis of taxation of payments to Buyer in respect thereof;




     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory
advance or similar requirement against assets held by deposits or other liabilities in or
for the account of Transactions or extensions of credit by, or any other acquisition of
funds by any office of Buyer which is not otherwise included in the determination of the
LIBO Base Rate hereunder;




     (iii) shall impose on Buyer any other condition;


and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer
deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer
such additional amount or amounts as will compensate Buyer for such increased cost or reduced
amount receivable thereafter incurred.




     If Buyer shall have determined that the adoption of or any change in any Requirement of Law
(other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws
or other organizational or governing documents) regarding capital adequacy or in the interpretation
or application thereof or compliance by Buyer or any corporation controlling Buyer with any request
or directive regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect of reducing the
rate of return on Buyer’s or such corporation’s capital as a consequence of



33









 




its obligations hereunder to a level below that which Buyer or such corporation but for such
adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies
with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to
time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter
compensate Buyer for such reduction.




     If Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify Seller of the event by reason of which it has become so entitled. A
certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to
Seller shall be conclusive in the absence of manifest error.



     (l) With respect to each Purchased Participation Certificate that is subject to a Transaction
hereunder, the Security that is issued on the related Conversion Date (provided it is an Eligible
Security) shall replace the Participation Certificate as the Purchased Asset, and from and after
the Conversion Date, the Purchased Asset subject to such Transaction shall be the Purchased
Security. For the avoidance of doubt, any Eligible Security that is issued with respect to the
Eligible Loans underlying a Purchased Participation Certificate shall, on the Conversion Date,
replace the Purchased Participation Certificate and automatically become subject to the
Transaction to which the Purchased Participation Certificate was subject. On the Conversion Date
or as soon as possible thereafter, Seller shall deliver to Buyer a duly executed Trade Assignment.
Seller shall provide Buyer with notice of the identity of the Takeout Investor in respect of such
Security on the Conversion Date or as soon as possible thereafter.



4. PAYMENTS; COMPUTATION; COMMITMENT AND NON-UTILIZATION FEES




     (a) Payments. Except to the extent otherwise provided herein, all payments to be
made by Seller under this Agreement shall be made in Dollars, in immediately available funds,
without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer
at JPMorgan Chase Bank, Account Number 140095961, For the A/C of The Royal Bank of Scotland plc,
ABA# 021000021, Attn: Brett Kibbe, not later than 2:00 p.m., New York City time, on the date on
which such payment shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). Seller acknowledges that it has no
rights of withdrawal from the foregoing account.



     (b) Computations. The Price Differential shall be computed on the basis of a 360-day
year for the actual days elapsed (including the first day but excluding the last day) occurring in
the period for which payable.



     (c) Renewal Commitment Fee. Seller agrees to pay to Buyer the Renewal Commitment Fee
on the Restatement Effective Date. Such payment to be made in Dollars, in immediately available
funds, without deduction, set off or counterclaim. If such fee remains unpaid for 30 days after
Buyer gives written notice of nonpayment to Seller, Buyer may, in its sole discretion net such
commitment fee from the proceeds of any Purchase Price paid to Seller.



     (d) [Reserved].



34









 





     (e) Non-Utilization Fee. On a quarterly basis and on each Termination Date, Buyer
shall determine the average quarterly utilization during the preceding quarter (or with respect to
any Termination Date, during the period from the date through which the last non utilization fee
calculation has been made to such Termination Date) by Seller by dividing (a) the sum of the
Purchase Prices outstanding on each day during such period, by (b) the number of days in such
period. If such average amount determined for any period as a percentage of the then applicable
Committed Amount (the “Utilization Percentage”) is less than 60%, Seller shall pay to
Buyer on the Payment Date on or immediately succeeding such date of calculation or on such
Termination Date, as applicable, a non-utilization fee equal to the product of (i) 0.50% per
annum, times (ii) the then applicable Committed Amount, times (iii) 1 minus the Utilization
Percentage (the “Non-Utilization Fee”). If the Utilization Percentage in any period is
greater than or equal to 60%, Buyer shall not be paid a Non-Utilization Fee for that period. All
payments shall be made to Buyer in Dollars, in immediately available funds, without deduction,
setoff or counterclaim. If such fees remain unpaid for 30 days after Buyer gives written notice
of nonpayment to Seller, Buyer may, in its sole discretion net such Non-Utilization Fee from the
proceeds of any Purchase Price paid to Seller.



5. TAXES; TAX TREATMENT




     (a) All payments made by Seller under this Agreement shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest
and additions to tax) with respect thereto imposed by any Governmental Authority, excluding income
taxes, branch profits taxes, franchise taxes or any other tax imposed on the net income of Buyer
by the United States, a state or a foreign jurisdiction under the laws of which Buyer is organized
or of its applicable lending office, or any political subdivision thereof (collectively,
“Taxes”), all of which shall be paid by Seller for its own account not later than the date
when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in
respect of any amount payable hereunder, it shall: (a) make such deduction or withholding; (b)
pay the amount so deducted or withheld to the appropriate Governmental Authority not later than
the date when due; (c) deliver to Buyer, promptly, original tax receipts and other evidence
satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (d) pay to
Buyer such additional amounts as may be necessary so that such Buyer receives, free and clear of
all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no
such deduction or withholding had been made.



     (b) In addition, Seller agrees to pay to the relevant Governmental Authority in accordance
with applicable law any current or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies (including, without limitation, mortgage recording
taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority
thereof or therein that arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement (“Other Taxes”).



     (c) Seller agrees to indemnify Buyer for the full amount of Taxes (including additional
amounts with respect thereto) and Other Taxes, and the full amount of Taxes of any kind imposed by
any jurisdiction on amounts payable under this Section 5, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, provided



35









 




that Buyer shall have provided Seller with evidence, reasonably satisfactory to Seller, of
payment of Taxes or Other Taxes, as the case may be.




     (d) Any Buyer that is not incorporated under the laws of the United States, any State
thereof, or the District of Columbia (a “Foreign Buyer”) shall provide Seller with
properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8ECI or
any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to
benefits under an income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business in the United
States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. Each Foreign
Buyer will resubmit the appropriate form on the earliest of (A) the third anniversary of the prior
submission or (B) on or before the expiration of thirty (30) days after there is a “change in
circumstances” with respect to such Foreign Buyer as defined in Treas. Reg. Section
1.1441-1(e)(4)(ii)(D). For any period with respect to which a Foreign Buyer has failed to provide
Seller with the appropriate form or other relevant document pursuant to this Section 5(d) (unless
such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on
which a form originally was required to be provided), such Foreign Buyer shall not be entitled to
any “gross-up” of Taxes or indemnification under Section 5(c) with respect to Taxes imposed by the
United States; provided, however, that should a Foreign Buyer, which is otherwise
exempt from a withholding tax, become subject to Taxes because of its failure to deliver a form
required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign
Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes.



     (e) Without prejudice to the survival of any other agreement of Seller hereunder, the
agreements and obligations of Seller contained in this Section 5 shall survive the termination of
this Agreement. Nothing contained in this Section 5 shall require Buyer to make available any of
its tax returns or other information that it deems to be confidential or proprietary.



     (f) Each party to this Agreement acknowledges that it is its intent for purposes of U.S.
federal, state and local income and franchise taxes to treat each Transaction as indebtedness of
Seller that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller
in the absence of an Event of Default by Seller. All parties to this Agreement agree to such
treatment and agree to take no action inconsistent with this treatment, unless required by law.



6. MARGIN MAINTENANCE




     (a) If at any time the aggregate Market Value of all Purchased Assets subject to all
Transactions is less than the aggregate MV Margin Amount for all such Transactions (such event, a
“Margin Deficit”), then Buyer may, by notice to Seller, require Seller in such
Transactions to transfer to Buyer cash or, at Buyer’s option (and provided Seller has additional
Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) within the
timeframes set forth in Section 6(b), so that the cash and aggregate Market Value of the Purchased
Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such
aggregate MV Margin Amount (either requirement, a “Margin Call”); provided



36









 







that if Seller transfers cash, Buyer shall apply such cash in reduction of the then
outstanding Repurchase Price, such application to occur on the date of receipt by Buyer or, if
such receipt occurs after 5:00 p.m. (New York City time), on the immediately succeeding Business
Day.



     (b) Notice required pursuant to Section 6(a) may be given by any means provided in Section
21. Any notice given on a Business Day at or prior to 11:00 a.m. (New York City time) shall be
met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the
same Business Day. Any notice given on a Business Day following 11:00 a.m. (New York City time)
shall be met, and the related Margin Call satisfied, no later than 1:00 p.m. (New York City time)
on the following Business Day. The failure of Buyer, on any one or more occasions, to exercise
its rights under this Section 6, shall not change or alter the terms and conditions to which this
Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each
agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive
Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional
rights for Seller.



7. INCOME PAYMENTS




     Where a particular term of a Transaction extends over the date on which Income is paid in
respect of any Purchased Asset 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 Third Party Loan Purchase Proceeds) received in respect of the Purchased Assets,
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 Assets
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 Third Party Loan Purchase Proceeds) in the Collection Account.
Seller shall deposit all Income (other than any 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 all third party purchasers to deposit directly to the Third Party Loan Purchase
Proceeds Account the purchase price and all other amounts that relate to any third party’s purchase
from Seller from time to time of Purchased Assets that are subject to Transactions under this
Agreement. The Third Party Loan Purchase Proceeds Account Bank shall transfer, on each Business
Day, or more often at the discretion of Seller, all amounts held in the Third Party Loan Purchase
Proceeds Account to an account designated by Buyer. 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 Third Party Loan Purchase Proceeds
remaining after giving effect to Buyer’s application on such Repurchase Date of amounts that were
deposited in the Third Party Loan Purchase Proceeds Account as described in this Section 7) is
received by Buyer in the Collection Account or in the Third Party Loan Purchase Proceeds 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 Assets subject to such Transaction and with
respect to any asset of Seller that is no longer subject to a Transaction, or (ii) if (x) a Margin
Deficit then exists, or (y) any other Obligations then due



37









 




and owing by Seller to Buyer have not been paid in full, 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 sentence (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 Assets sufficient
to eliminate such Margin Deficit, (B) any other Obligations then due and owing by Seller to Buyer
remain unpaid unless Seller shall transfer to Buyer cash in an amount sufficient to satisfy such
Obligations, or (C) if a Default or an Event of Default has occurred and is then continuing at the
time such Income is paid.




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




     (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the
Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in
order to preserve Buyer’s rights under this Agreement in the event that a court or other forum
recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s
performance of all of its Obligations and as security for Seller’s, Guarantor’s or any of their
respective Affiliate’s or Subsidiary’s performance of its obligations (other than the obligations
of an Asset Securitization Subsidiary or Guarantor’s obligations in connection with the Revolving
Credit Agreement) under any agreement (other than an agreement related to Securitization
Indebtedness or the Revolving Credit Agreement) by and among any such Person, on the one hand, and
Buyer or any of Buyer’s Affiliates, on the other hand, Seller hereby grants Buyer a fully
perfected first priority security interest in all of Seller’s rights, title and interest in and to
the following property, whether now owned or existing or hereafter acquired or arising: (i) all
Purchased Assets identified on a Transaction Notice delivered by Seller to Buyer and the Custodian
from time to time, (ii) any other collateral pledged or otherwise relating to such Purchased
Assets, together with all files, material documents, instruments, surveys (if available),
certificates, correspondence, appraisals, computer records, computer storage media, Loan
accounting records and other books and records relating thereto in the possession of Seller or
Custodian, (iii) the Records, (iv) the Collection Account, the Third Party Loan Purchase Proceeds
Account, all Income relating to such Purchased Assets and all Third Party Loan Purchase Proceeds,
(v) all Takeout Commitments and Trade Assignments related to the Purchased Assets (including the
rights to receive the related Takeout Price and the Related Security as evidenced by such Trade
Assignments), (vi) all FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements relating
to such Purchased Assets, (vii) all mortgage guaranties and insurance (issued by governmental
agencies or otherwise) and any mortgage insurance certificate or other document evidencing such
mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments
thereunder and all rights of Seller to receive from any third party or to take delivery of any of
the foregoing, (viii) all interests in real property collateralizing any Purchased Assets, (ix)
all other insurance policies and insurance proceeds relating to any Purchased Assets or the
related Mortgaged Property and all rights of Seller to receive from any third party or to take
delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or
takeout commitments relating to or constituting any or all of the foregoing and all rights to
receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort
claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”,
“instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’
accounts” as each



38









 




of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents
and all products and proceeds relating to or constituting any or all of the foregoing, and (xii)
any and all replacements, substitutions, distributions on or proceeds of any or all of the
foregoing (collectively the “Purchased Items”).




     (b) Seller acknowledges and agrees that its rights with respect to the Purchased Items
(including without limitation, any security interest Seller may have in the Purchased Assets and
any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall
continue to be at all times junior and subordinate to the rights of Buyer hereunder.



     (c) Seller hereby grants and pledges to Buyer a first priority security interest in all of
its rights, title and interest in and to the servicing of the Purchased Assets, if any, and the
rights and proceeds related thereto, and in all instances whether now owned or existing or
hereafter acquired or arising. In addition, Seller, in its capacity as Servicer, further grants
and pledges to Buyer a first priority security interest in all of its rights, title and interest
in and to all documentation and rights to receive documentation related to the servicing of each
of the Purchased Assets, and all Income related to the Purchased Assets received by Seller, in its
capacity as Servicer, and all rights to receive such Income, and all products, proceeds and
distributions relating to or constituting any or all of the foregoing, and in all instances
whether now owned or existing or hereafter acquired or arising (collectively, and together with
the pledge of the servicing of the Purchased Assets in this clause (c), the “Related Credit
Enhancement”). The Related Credit Enhancement is hereby pledged as further security for
Seller’s Obligations to Buyer hereunder.



     (d) At any time and from time to time, upon the written request of Buyer, and at the sole
expense of Seller, Seller will promptly and duly execute and deliver, or will promptly cause to be
executed and delivered, such further instruments and documents and take such further action as
Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the Purchased Items and the liens created hereby. Seller also hereby
authorizes Buyer to file any such financing or continuation statement to the extent permitted by
applicable law. A carbon, photographic or other reproduction of this Agreement shall be
sufficient as a financing statement for filing in any jurisdiction. This Agreement shall
constitute a security agreement under applicable law.



     (e) Seller shall not (i) reserved, (ii) change its name, identity, form of organization or
corporate structure (or the equivalent) or change the location where it maintains its records with
respect to the Purchased Items, or (iii) reincorporate or reorganize under the laws of another
jurisdiction unless it shall have given Buyer at least 30 days prior written notice thereof and
shall have delivered to Buyer all Uniform Commercial Code financing statements and amendments
thereto as Buyer shall request and taken all other actions deemed reasonably necessary by Buyer to
continue its perfected status in the Purchased Items with the same or better priority.



     (f) Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full



39









 




irrevocable power and authority in the place and stead of Seller and in the name of Seller or
in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the
terms of this Agreement, including without limitation, protecting, preserving and realizing upon
the Purchased Items and any Related Credit Enhancement, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, including without limitation, to protect, preserve and realize
upon the Purchased Items and any Related Credit Enhancement, to file such financing statement or
statements relating to the Purchased Items and any Related Credit Enhancement as Buyer at its
option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby
gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to,
Seller, if an Event of Default shall have occurred and be continuing, to do the following:





     (i) in the name of Seller, or in its own name, or otherwise, to take possession of and
endorse and collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due with respect to any Purchased Items and any Related Credit Enhancement
and to file any claim or to take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all
such moneys due with respect to any Purchased Items and any Related Credit Enhancement
whenever payable;




     (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the
Purchased Items;




     (iii) (A) to direct any party liable for any payment under any Purchased Items or
Related Credit Enhancement to make payment of any and all moneys due or to become due
thereunder directly to Buyer or as Buyer shall direct including, without limitation, to send
“goodbye” letters on behalf of Seller and any applicable Servicer and Section 404 Notices on
behalf of Buyer; (B) to ask or demand for, collect, receive payment of and receipt for, any
and all moneys, claims and other amounts due or to become due at any time in respect of or
arising out of any Purchased Items or Related Credit Enhancement; (C) to sign and endorse
any invoices, assignments, verifications, notices and other documents in connection with any
Purchased Items or Related Credit Enhancement; (D) to commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent jurisdiction to collect
the Purchased Items or Related Credit Enhancement or any proceeds thereof and to enforce any
other right in respect of any Purchased Items or Related Credit Enhancement; (E) to defend
any suit, action or proceeding brought against Seller with respect to any Purchased Items or
Related Credit Enhancement; (F) to settle, compromise or adjust any suit, action or
proceeding described in clause (E) above and, in connection therewith, to give such
discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer,
pledge and make any agreement with respect to or otherwise deal with any Purchased Items or
Related Credit Enhancement as fully and completely as though Buyer were the absolute owner
thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time,
and from time to time, all acts and things which Buyer deems necessary to protect, preserve
or realize upon the Purchased Items and Related Credit Enhancement and Buyer’s Liens



40









 






thereon and to effect the intent of this Agreement, all as fully and effectively as
Seller might do.



          Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue
hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.




          Seller also authorizes Buyer, if an Event of Default shall have occurred, from time to time,
to execute, in connection with any sale provided for in Section 19 hereof, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the Purchased Items and
Related Credit Enhancement.




     (g) The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the
Purchased Items and Related Credit Enhancement and shall not impose any duty upon it to exercise
any such powers. Buyer shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to Seller for any act or failure to act hereunder, except
for its or their own gross negligence or willful misconduct.



     (h) If Seller fails to perform or comply with any of its agreements contained in the Program
Documents then Buyer may itself perform or comply, or otherwise cause performance or compliance,
with such agreement, and the reasonable out-of-pocket expenses of Buyer incurred in connection
with such performance or compliance, together with interest thereon at a rate per annum equal to
the Post-Default Rate, shall be payable by Seller to Buyer on demand and shall constitute
Obligations.



     (i) Buyer’s duty with respect to the custody, safekeeping and physical preservation of the
Purchased Items and any Related Credit Enhancement in its possession, under Section 9-207 of the
Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as Buyer deals
with similar property for its own account. Neither Buyer nor any of its directors, officers or
employees shall be liable for failure to demand, collect or realize upon all or any part of the
Purchased Items or any Related Credit Enhancement or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Purchased Items upon the request of Seller or
otherwise.



     (j) All authorizations and agencies herein contained with respect to the Purchased Items and
any Related Credit Enhancement are irrevocable and powers coupled with an interest.



     (k) Seller hereby acknowledges and agrees that the Zero Advance Loans constitute part of the
Purchased Assets and other Purchased Items pledged pursuant to Section 8(a), the servicing rights
of such Zero Advance Loans, if any, constitute part of the Related Credit Enhancement pledged
pursuant to Section 8(c), and each constitutes additional pledged collateral in the event that a
court or other forum recharacterizes the Transactions hereunder as other than sales. Seller
hereby further acknowledges and agrees that in consideration of such pledges, Buyer has agreed to
execute and deliver this Agreement and to perform its obligations under this Agreement and the
other Program Documents, in each case subject to the terms and



41









 




conditions hereof and thereof, and that Seller has received other good and valuable
consideration, the sufficiency of which is hereby acknowledged.




9. CONDITIONS PRECEDENT




     (a) As conditions precedent to the initial Transaction to be consummated on or after the
Restatement Effective Date, Buyer shall have received on or before the date on which such initial
Transaction is consummated the following, in form and substance satisfactory to Buyer and duly
executed by each party thereto (as applicable):




     (i) Program Documents. The Program Documents duly executed and delivered by
Seller and being in full force and effect, free of any modification, breach or waiver.




     (ii) Legal Opinion. A legal opinion of counsel to Seller and Guarantor, in
form and substance satisfactory to Buyer.




     (iii) Filings, Registrations, Recordings. (i) Any documents (including,
without limitation, financing statements) required to be filed, registered or recorded in
order to create, in favor of Buyer, a perfected, first-priority security interest in the
Purchased Items and any Related Credit Enhancement, subject to no Liens other than those
created hereunder, shall have been properly prepared for filing (including the applicable
county(ies) if Buyer determines such filings are necessary in its reasonable discretion),
registration or recording in each office in each jurisdiction in which such filings,
registrations and recordations are required to perfect such first-priority security
interest; and (ii) UCC lien searches, dated as of a recent date, in no event more than 14
days prior to the date of such initial Transaction, in such jurisdictions as shall be
applicable to Seller, the Purchased Items and any Related Credit Enhancement, the results of
which shall be satisfactory to Buyer.




     (iv) Fees and Expenses. Buyer shall have received all fees (including, without
limitation, the Renewal Commitment Fee) and expenses required to be paid by Seller on or
prior to such initial Purchase Date, including all legal fees the amount of which shall be
agreed between Buyer and Seller prior to the date hereof incurred in connection with the
drafting, negotiating and execution of the Program Documents, which fees and expenses may be
netted out of any purchase proceeds paid by Buyer hereunder; provided that any such
fees or expenses shall have been billed to the Seller on or prior to such initial Purchase
Date.



     (b) The obligation of Buyer to enter into each Transaction pursuant to this Agreement
(including the initial Transaction to be consummated on or after the Restatement Effective Date)
is subject to the following further conditions precedent, both immediately prior to any
Transaction and also after giving effect thereto and to the intended use of the proceeds thereof:




     (i) No Default, Event of Default or Event of Termination shall have occurred and be
continuing.



42









 






     (ii) The representations and warranties made by Seller in Section 12 and Schedule 1-A
hereof (and, in the case of a Fannie Mae Loan, Schedule 1-B hereof, and, in the case of a
Freddie Mac Loan, Schedule 1-C hereof) and in each of the other Program Documents, shall be
true and complete on and as of the Purchase Date in all material respects (in the case of
the representations and warranties in Section 12(v), 12(w) and Schedules 1-A, 1-B and 1-C,
solely with respect to Loans which have not been repurchased by Seller) with the same force
and effect as if made on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific date). At the
request of Buyer, Buyer shall have received an officer’s certificate signed by a Responsible
Officer of Seller certifying as to the truth and accuracy of the above, which certificate
shall specifically include a statement that Seller is in compliance with all governmental
licenses and authorizations and is qualified to do business and in good standing in all
required jurisdictions except where the lack of such license and/or authorizations would not
be reasonably likely to have a Material Adverse Effect or any Material Adverse Effect with
respect to any particular Asset proposed to be subject to such Transaction. For the
avoidance of doubt, in the event that a representations or warranty with respect to a
particular Loan is untrue, incorrect or incomplete, such event shall not affect Buyer’s
purchase of other Loans; provided that the representations and warranties made with respect
to such other Loans are true, correct and complete and all other terms and conditions set
forth herein are satisfied.




     (iii) The then aggregate outstanding Purchase Price for all Purchased Assets, when
added to the Purchase Price for the requested Transaction, without duplication, shall not
exceed the Maximum Aggregate Purchase Price. Each Asset subject to such Transaction shall
satisfy all Eligible Asset criteria.




     (iv) Subject to Buyer’s right to perform one or more Due Diligence Reviews pursuant to
Section 44 hereof, Buyer shall have completed its Due Diligence Review of the Assets,
including the Mortgage File for each Loan subject to such Transaction and such other
documents, records, agreements, instruments, Mortgaged Properties or information relating to
such Assets as Buyer in its sole discretion deems appropriate to review and such review
shall be satisfactory to Buyer in its sole discretion. Any such Due Diligence Review shall
be subject to the Due Diligence Cap.




     (v) Buyer or its designee shall have received on or before the day of a Transaction
with respect to any Purchased Assets (unless otherwise specified in this Agreement) the
following, in form and substance satisfactory to Buyer and (if applicable) duly executed:




	 	(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









 












Correspondent Loan that is an Undocumented Loan), and the Wet Loan Trust
Receipt with respect to such Purchased Assets consisting of Wet Loans, in
each case separately identifying such categories of Loans as Buyer may from
time to time request pursuant to the terms and provisions of the Applicable
Custodial Agreement and with the related Custodian Loan Transmission and
Exception Report or Undocumented Loan Schedule, Correspondent Loan Schedule
(with respect to any Correspondent Loan that is an Undocumented Loan) and
Wet Loan Schedule, as applicable, attached;




	 	(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].






     (vii) With respect to any Loan that was funded in the name of, or acquired by, a
Qualified Originator which is an Affiliate of Seller, Buyer may, in its sole discretion,
require Seller to provide evidence sufficient to satisfy Buyer that such Loan was acquired
in a legal sale, including without limitation, an opinion, in form and substance and from



44









 






an attorney, in both cases, acceptable to Buyer in its sole discretion, that such Loan
was acquired in a legal sale.




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






     i. an event or events resulting in the inability of Buyer to finance
its purchases of assets with traditional counterparties at rates which would
have been reasonable prior to the occurrence of such event or events or a
material adverse change in the financial condition of Buyer which affects
(or can reasonably be expected to affect) materially and adversely the
ability of Buyer to fund its obligations under or otherwise comply with the
terms of this Agreement; or




     ii. any other event beyond the control of Buyer which Buyer reasonably
determines may result in Buyer’s inability to perform its obligations under
this Agreement including, without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
expropriation, currency restrictions, fire, communication line failures,
computer viruses, power failures, earthquakes, or other disasters of a
similar nature to the foregoing.




     (ix) If any Loans to be purchased hereunder were acquired by Seller, such Loans shall
conform to the Underwriting Guidelines or Buyer shall have received underwriting guidelines
for such Loans acceptable to Buyer in its discretion.




     (x) If any Loans are serviced by a Servicer other than Seller or by a Subservicer,
Buyer shall have received, no later than 10:00 a.m. three (3) days prior to the requested
Purchase Date for such Loans, an Instruction Letter, executed by Seller, with the related
Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and
substance acceptable to Buyer.




     (xi) In no event shall Buyer be required to enter into (A) more than seven (7)
Transactions in any one Business Day, nor (B) any Transaction whose Purchase Price would be
less than $1,000,000.




     (xii) Buyer shall have determined that all actions necessary or, in the opinion of
Buyer, desirable to maintain Buyer’s perfected interest in the Purchased Assets, other
Purchased Items and Related Credit Enhancement have been taken, including, without
limitation, duly filed Uniform Commercial Code financing statements on Form UCC 1.




     (xiii) Seller shall have paid to Buyer all fees (including without limitation any
Renewal Commitment Fees then due and owing) and expenses owed to Buyer in accordance with
this Agreement and any other Program Document.




     (xiv) Reserved.




     (xv) There is no Margin Deficit at the time immediately prior to entering into a new
Transaction.



45









 






     (xvi) With respect to each Purchased Asset that is subject to a security interest in
favor of a Person other than Buyer (including any precautionary security interest)
immediately prior to the Purchase Date, Buyer shall have received a Security Release
Certification for such Purchased Asset that is duly executed by such secured party and
Seller. Upon the request of Buyer, such secured party shall have filed Uniform Commercial
Code termination statements in respect of Uniform Commercial Code filings made, if any, in
respect of such Assets, and each such release and Uniform Commercial Code termination
statement has been delivered to Buyer prior to each Transaction and to the Custodian as part
of the Asset File.




     (xvii) In no event shall Buyer be required to enter into (A) more than one (1)
Transaction with respect to any Zero Advance Loans in any one Business Day, (B) any
Transaction with respect to any Zero Advance Loans if the aggregate outstanding principal
balance of such Zero Advance Loans as of the related Purchase Date would be less than
$2,000,000 or (C) any Transaction with respect to any Zero Advance Loans if such Zero
Advance Loans have at any time been the subject of a Transaction Notice delivered by Seller
pursuant to Section 3(e).



10. RELEASE OF PURCHASED ASSETS




     (a) With respect to any Purchased Asset, other than any Purchased Asset that is sold by
Seller to Fannie Mae in an Early Funding Transaction, upon timely payment in full of the
Repurchase Price with respect to such Purchased Asset, unless a Default, Event of Default or Event
of Termination shall have occurred and be continuing, then (i) Buyer shall be deemed to have
terminated any security interest that Buyer may have in such Purchased Asset and any Purchased
Items solely related to such Purchased Asset and (ii) with respect to such Purchased Asset, Buyer
shall direct Custodian to release such Purchased Asset and any Purchased Items solely related to
such Purchased Asset to Seller and shall execute such customary security interest release
documents as may be reasonably requested by Seller, in each case unless such release and
termination would give rise to or perpetuate a Margin Deficit. Notwithstanding the foregoing,
Buyer shall release all Purchased Items, notwithstanding the occurrence of an Event of
Termination, upon payment in full by Seller pursuant to Section 17 of the Repurchase Price for all
Purchased Items then subject to outstanding Transactions and payment in full of all other
Obligations then due to Buyer or any of Buyer’s Affiliates. Except as set forth in Section 16,
Seller shall give at least one (1) Business Day’s prior written notice to Buyer if such repurchase
shall occur on any date other than the Repurchase Date as specified in Section 3(i). If such
release and termination gives rise to or perpetuates a Margin Deficit, Buyer shall notify Seller
of the amount thereof and Seller shall thereupon satisfy the Margin Call in the manner specified
in Section 6.



     (b) In the case of any Purchased Asset to be sold by Seller to Fannie Mae in an Early Funding
Transaction, Seller shall, at least 1 Business Day prior to the related date of purchase by Fannie
Mae, (i) upload to Buyer’s system loan-level information relating to the Purchased Assets to be
sold by Seller to Fannie Mae in connection with such Early Funding Transaction (such information
to be contained in a file relating only to the Purchased Assets to be sold by Seller to Fannie Mae
in such Early Funding Transaction) and (ii) wire transfer the Shortfall Amount, if any, relating
to such Early Funding Transaction to Buyer’s account in



46









 




accordance with the Wiring Instructions set forth in Section 2 of the applicable Tri-Party
Agreement. In the event that Buyer shall not have received from Seller, by 12:00 noon (Eastern
time) on the purchase date for any Early Funding Transaction, the entire Shortfall Amount relating
to such Early Funding Transaction, Buyer shall send to Fannie Mae a Cut-Off Notice by no later
than the applicable Cut-Off Time. With respect to any Purchased Asset to be sold to Fannie Mae in
an Early Funding Transaction, if Buyer shall not have sent to Fannie Mae a Cut-Off Notice
identifying such Purchased Asset at or prior to the applicable Cut-Off Time in accordance with
Section 1(c) of the applicable Tri-Party Agreement, upon receipt of the Purchase Proceeds with
respect to such Purchased Asset in the Third Party Loan Purchase Proceeds Account (a) Buyer shall
be deemed to have terminated any security interest that Buyer may have in such Purchased Asset and
any Purchased Items solely related to such Purchased Asset and (b) with respect to such Purchased
Asset, Buyer shall direct Custodian to release such Purchased Asset and any Purchased Items solely
related to such Purchased Asset to Fannie Mae and shall cause the execution of such customary
security interest release documents as may be reasonably requested by Fannie Mae. Nothing in the
foregoing sentence shall be construed as a waiver or satisfaction of Seller’s obligation to remit
any Shortfall Amount or any other amount due and owing to Buyer pursuant to this Agreement. If
such release and termination gives rise to or perpetuates a Margin Deficit, Buyer shall notify
Seller of the amount thereof and Seller shall thereupon satisfy the Margin Call in the manner
specified in Section 6.




     (c) Buyer hereby represents and warrants to Seller that, as of the time on each Repurchase
Date that Buyer shall have received the Repurchase Price and released its interest in the related
Purchased Assets in accordance with the terms herein, such Purchased Assets repurchased by Seller
will be free and clear of all claims, liens, security interests and/or other encumbrances created
by or through Buyer.



     (d) With respect to any Zero Advance Loan, other than any Zero Advance Loan with respect to
which Seller has delivered a Transaction Notice pursuant to Section 3(e), upon Seller’s request,
unless a Default, Event of Default or Event of Termination shall have occurred and be continuing,
(i) Buyer shall be deemed to have terminated any security interest that Buyer may have in such
Zero Advance Loan and any other Purchased Items solely related to such Zero Advance Loan and (ii)
with respect to such Zero Advance Loan, Buyer shall direct Custodian to release such Zero Advance
Loan and any Purchased Items solely related to such Zero Advance Loan to Seller and shall execute
such customary security interest release documents as may be reasonably requested by Seller.
Buyer hereby represents and warrants to Seller that, as of the time that Buyer shall have released
its interest in the related Zero Advance Loans in accordance with the terms specified above, such
Zero Advance Loans released to Seller will be free and clear of all claims, liens, security
interests and/or other encumbrances created by or through Buyer.”



11. RELIANCE




     With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no
liability to Seller in acting upon, any request or other communication that Buyer reasonably
believes to have been given or made by a person authorized to enter into a Transaction on Seller’s
behalf.



47









 





12. REPRESENTATIONS AND WARRANTIES




     Seller represents and warrants to Buyer that throughout the term of this Agreement:



     (a) Existence. Seller (a) is a corporation duly organized, validly existing and in
good standing under the laws of the State of New Jersey, (b) has all requisite corporate or other
power, and has all governmental licenses, authorizations, consents and approvals, necessary to own
its assets and carry on its business as now being or as proposed to be conducted, except where the
lack of such licenses, authorizations, consents and approvals would not be reasonably likely to
have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all
other jurisdictions in which the nature of the business conducted by it makes such qualification
necessary, except where failure so to qualify would not be reasonably likely (either individually
or in the aggregate) to have a Material Adverse Effect, and (d) is in compliance in all material
respects with all Requirements of Law.



     (b) Financial Condition. Seller has heretofore furnished to Buyer a copy of its (1)
consolidated balance sheet for the fiscal year ended December 31, 2009 and the related
consolidated statements of income and retained earnings and of cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous year, with the opinion
thereon of a nationally recognized public accounting firm and (2) unaudited consolidated balance
sheet for the quarterly fiscal period(s) ended March 31, 2010 and the related unaudited
consolidated statements of income and retained earnings and of cash flows for it for such
quarterly fiscal period(s), setting forth in each case in comparative form the figures for the
previous year. All such financial statements are complete and correct in all material respects
and when taken as a whole fairly present the consolidated financial condition of Seller and its
Subsidiaries and the consolidated results of their operations for the fiscal year or quarter, as
applicable, ended on said date, all in accordance with GAAP applied on a consistent basis. Since
December 31, 2009 there has been no development or event nor any prospective development or event
which has had or should reasonably be expected to have a Material Adverse Effect.



     (c) Litigation. There are no actions, suits, arbitrations, investigations or
proceedings pending or, to its knowledge, threatened against Seller or any of its Subsidiaries or
Affiliates, other than actions, suits, arbitrations, investigations or proceedings disclosed on
Schedule 5 hereto, (i) as to which individually or in the aggregate there is a reasonable
likelihood of an adverse decision which would be reasonably likely to have a Material Adverse
Effect or (ii) which questions the validity or enforceability of any of the Program Documents or
any action to be taken in connection with the transactions contemplated thereby and there is a
reasonable likelihood of a Material Adverse Effect or adverse decision.



     (d) No Breach. Neither (a) the execution and delivery of the Program Documents, or
(b) the consummation of the transactions therein contemplated in compliance with the terms and
provisions thereof will conflict with or result in a breach of the charter or by-laws of Seller,
or any applicable law, rule or regulation, or any order, writ, injunction or decree of any
Governmental Authority, or other material agreement or instrument to which Seller, or any of its
Subsidiaries, is a party or by which any of them or any of their property is bound or to which any
of them or their property is subject, or constitute a default under any such material



48









 




agreement or instrument unless such conflict, breach or default would not cause or result in
a Material Adverse Effect, or (except for the Liens created pursuant to this Agreement) result in
the creation or imposition of any Lien upon any property of Seller or any of its Subsidiaries,
pursuant to the terms of any such agreement or instrument.




     (e) Action. Seller has all necessary corporate or other power, authority and legal
right to execute, deliver and perform its obligations under each of the Program Documents to which
it is a party; the execution, delivery and performance by Seller of each of the Program Documents
to which it is a party has been duly authorized by all necessary corporate or other action on its
part; and each Program Document has been duly and validly executed and delivered by Seller and
constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to creditors’ rights
generally and (ii) the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court before which any
proceeding therefore may be brought.



     (f) Approvals. No authorizations, approvals or consents of, and no filings or
registrations with (other than certain UCC filings or filings with the SEC), any Governmental
Authority, or any other Person, are necessary for the execution, delivery or performance by Seller
of the Program Documents to which it is a party or for the legality, validity or enforceability
thereof, except for filings and recordings in respect of the Liens created pursuant to this
Agreement.



     (g) Taxes. Seller and its Subsidiaries have filed all Federal income tax returns and
all other material tax returns that are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by any of them, except for (i) any
such taxes, if any, that are being appropriately contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate reserves have been provided or
(ii) any such taxes for which an extension has been obtained in compliance with applicable law.
The charges, accruals and reserves on the books of Seller and its Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of Seller, adequate. Any taxes, fees and other
governmental charges payable by Seller in connection with a Transaction and the execution and
delivery of the Program Documents have been paid.



     (h) Investment Company Act. Neither Seller nor any of its Subsidiaries is required
to register as an “investment company”, within the meaning of the Investment Company Act of 1940,
as amended.



     (i) Reserved.



     (j) Compliance with Law. No practice, procedure or policy employed or proposed to be
employed by Seller in the conduct of its business violates any law, regulation, judgment,
agreement, regulatory consent, order or decree applicable to it which, if enforced, would result
in a Material Adverse Effect.



49









 





     (k) No Default. None of Seller, Guarantor nor any of their respective Subsidiaries
is in default under or with respect to any of its Contractual Obligations in any respect which
should reasonably be expected to have a Material Adverse Effect unless such default is a default
under the Revolving Credit Agreement that has been expressly waived by RBS. No Default, Event of
Default or Event of Termination described in Section 17(a)(ii) or Section 17(a)(iii) has occurred
and is continuing.



     (l) Chief Executive Office; Chief Operating Office. Seller’s chief executive office
and chief operating office on the Restatement Effective Date is located at 1 Mortgage Way, Mount
Laurel, New Jersey 08054. During the four months immediately preceding the Restatement Effective
Date, Seller continuously conducted it business solely in its own name at all times, did not
change its name, maintained its chief executive office in the jurisdiction in which presently
located and was organized at all times under the laws of the State of New Jersey.



     (m) Location of Books and Records. The location where Seller keeps its books and
records including all computer tapes and records relating to the Purchased Items is its chief
executive office or chief operating office or the offices of the Custodian, provided that, Seller
may keep backup copies of its books and records at other locations.



     (n) True and Complete Disclosure. The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of Seller or any of its Subsidiaries
to Buyer in connection with the negotiation, preparation, delivery or performance of this
Agreement and the other Program Documents or included herein or therein or delivered pursuant
hereto or thereto or in connection herewith or therewith, when taken as a whole, do not contain
any untrue statement of material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they were made, not
misleading. All written information furnished after the date hereof by or on behalf of the Seller
or any of its Subsidiaries to Buyer in connection with this Agreement and the other Program
Documents and the transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified. There is no fact known to a Responsible
Officer of Seller that, after due inquiry, could reasonably be expected to have a Material Adverse
Effect that has not been disclosed herein, in the other Program Documents or in a report,
financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for
use in connection with the transactions contemplated hereby or thereby.



     (o) Consolidated Net Worth; Indebtedness Ratio. Guarantor’s Consolidated Net Worth
on the last day of any fiscal quarter is not less than $1,000,000,000. The ratio of Indebtedness
of the Guarantor and its Consolidated Subsidiaries to Guarantor’s Tangible Net Worth does not
exceed 6.5 to 1.0.



     (p) ERISA. None of Seller nor any of Seller’s Affiliates or Subsidiaries has, or
reasonably expects to have, any material liability under Title IV of ERISA, other than any such
liability disclosed in Seller’s financial statements provided to Buyer.



50









 





     (q) Licenses. Buyer will not be required as a result of purchasing the Loans to be
licensed, registered or approved or to obtain permits or otherwise qualify (i) to do business in
any state in which it is currently so required or (ii) under any state or other jurisdiction’s
consumer lending, fair debt collection or other applicable state or other jurisdiction’s statute
or regulation.



     (r) Filing Jurisdictions; Relevant States. Schedule 2 sets forth all of the
jurisdictions and filing offices in which a financing statement should be filed in order for Buyer
to perfect its security interest in the Purchased Items. Schedule 3 sets forth all of the states
or other jurisdictions in which Seller originates Loans in its own name or through brokers on the
date of this Agreement.



     (s) True Sales. Any and all interest of a Qualified Originator in, to and under any
Loan funded in the name of or acquired by such Qualified Originator or seller which is an
Affiliate of Seller has been sold, transferred, conveyed and assigned to Seller pursuant to a
legal sale and such Qualified Originator retains no interest in such Loan, and if so requested by
Buyer, such sale is covered by an opinion of counsel to that effect in form and substance
acceptable to Buyer.



     (t) No Burdensome Restrictions. No Requirement of Law or Contractual Obligation of
Seller or any of its Subsidiaries has a Material Adverse Effect.



     (u) Subsidiaries. All of the Subsidiaries of Seller at the date hereof are listed on
Schedule 4 to this Agreement.



     (v) Origination and Acquisition of Loans. The Loans were originated or acquired by
Seller, and the origination and collection practices used by Seller or Qualified Originator, as
applicable, with respect to the Loans have been, in all material respects legal, proper, prudent
and customary in the residential mortgage loan origination and servicing business, and in
accordance with the Underwriting Guidelines or the Agency Guidelines. With respect to Loans
acquired by Seller, all such Loans are in conformity with the Underwriting Guidelines. Each of
the Assets complies with the representations and warranties listed in Schedule 1-A hereto (and, in
the case of Fannie Mae Loans, Schedule 1-B hereto, and, in the case of Freddie Mac Loans, Schedule
1-C hereto).



     (w) No Adverse Selection. Seller used no selection procedures that identified the
Eligible Assets as being less desirable or valuable than other comparable Assets owned by Seller.



     (x) Seller Solvent; Fraudulent Conveyance. As of the date hereof and immediately
after giving effect to each Transaction, the fair value of the assets of Seller is greater than
the fair value of the liabilities (including, without limitation, contingent liabilities if and to
the extent required to be recorded as a liability on the financial statements of Seller in
accordance with GAAP) of Seller and Seller is and will be solvent, is and will be able to pay its
debts as they mature and does not and will not have an unreasonably small capital to engage in the
business in which it is engaged and proposes to engage. Seller does not intend to incur, or
believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller
is



51









 




not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official
in respect of Seller or any of its assets. Seller is not transferring any Assets with any intent
to hinder, delay or defraud any of its creditors.




     (y) No Broker. Seller has not dealt with any broker, investment banker, agent, or
other person, except for Buyer, who may be entitled to any commission or compensation in
connection with the sale of Purchased Assets pursuant to this Agreement; provided, that if
Seller has dealt with any broker, investment banker, agent, or other person, except for Buyer, who
may be entitled to any commission or compensation in connection with the sale of Purchased Assets
pursuant to this Agreement, such commission or compensation shall have been paid in full by
Seller.



     (z) MERS. Seller is a member of MERS in good standing.



     (aa) [Reserved].



     (bb) [Reserved].



     (cc) Insured Closing Letter. As of the date hereof and as of the date of each
delivery of a Wet Loan, 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
Closing Letters or similar letters in possession of Seller shall be made available for audit by
Buyer or its designee. Among other things, the Insured Closing Letter covers any losses occurring
due to the fraud, dishonesty or mistakes of the closing agent. The Insured Closing Letter inures
to the benefit of, and the rights thereunder may be enforced by, the loan originator and its
successors and assigns, including Buyer.



     (dd) Closing Instruction Letter. As of the Purchase Date with respect to each Wet
Loan, the Settlement Agent has been provided a Closing Instruction Letter.



     (ee) [Reserved].



     (ff) [Reserved].



     (gg) [Reserved].



     (hh) [Reserved].



     (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 Assets that are subject to Transactions under this Agreement immediately prior to such
purchase. Seller shall have no right of withdrawal from the Third Party Loan Purchase Proceeds
Account.



52









 





     (jj) Errors and Omissions Insurance. As of the Restatement Effective Date, and as of
the date of each delivery of a Wet Loan, Seller has 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) with respect to such Wet Loan (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). Such insurance policies inure to the benefit of, and the rights thereunder may be
enforced by, Seller and its successors and assigns, including Buyer.



     (kk) Instructions to Disbursement Agent. The wire amounts set forth in the Wire
Instructions provided to the Disbursement Agent pursuant to Section 3(a), 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 (with respect to Wet Loans) and the related Correspondent Loan Schedule (with
respect to Correspondent Loans), in either case provided to Buyer and no discrepancy exists
between the information set forth in such Wire Instructions and the related Wet Loan Schedule or
related Correspondent Loan Schedule, as applicable.



     (ll) [Reserved].



     (mm) Agency Approvals. Seller has all requisite Approvals and is in good standing
with each Agency; provided, however, there shall be no breach of the
representation and warranty pursuant to this Section 13(mm) in the event Seller fails to have all
requisite Approvals from any Agency as a result of a Voluntary Approval Termination.



     (nn) No Adverse Actions. Seller has not received from any Agency or HUD a written
notice of extinguishment or a written notice indicating any breach, default or non-compliance
which is reasonably likely to entitle such Agency or HUD to terminate or suspend Seller or to
sanction or levy penalties against Seller, in each case in such a manner as is reasonably likely
to have a Material Adverse Effect, or a written notice from any Agency or HUD indicating any
adverse fact or circumstance in respect of Seller which is reasonably likely to entitle such
Agency or HUD, as the case may be, to revoke any Approval or otherwise terminate or suspend Seller
as an approved issuer, seller or servicer, as applicable, or with respect to which such adverse
fact or circumstance has caused any Agency or HUD to terminate Seller; provided that,
there shall be no breach of the representation and warranty pursuant to this Section 13(nn) in the
event Seller fails to have all requisite Approvals from any Agency as a result of a Voluntary
Approval Termination.



13. COVENANTS OF SELLER




     Seller covenants and agrees with Buyer that during the term of this Agreement:



     (a) Financial Statements and Other Information; Financial Covenants.



          Seller shall deliver to Buyer:





     (i) As soon as available and in any event within forty-five (45) days after the end of
each of the first three quarterly fiscal periods of each fiscal year of Seller, a



53









 






certification in the form of Exhibit A to the attention of Ann Marie Petrovcik,
Telephone: (203) 897-2553, Facsimile: (203) 873-4772, together with the consolidated balance
sheets of Seller and its consolidated Subsidiaries as at the end of such period and the
related unaudited consolidated statements of income and retained earnings and of cash flows
for Seller and the consolidated Subsidiaries of Seller for such period and the portion of
the fiscal year through the end of such period, setting forth in each case in comparative
form the figures for the previous year, accompanied by a certificate of a Responsible
Officer of Seller, which certificate shall state that said consolidated financial statements
fairly present the consolidated financial condition and results of operations of Seller and
the Subsidiaries of Seller in accordance with GAAP, consistently applied, as at the end of,
and for, such period (subject to normal year-end audit adjustments);




     (ii) As soon as available and in any event within ninety (90) days after the end of
each fiscal year of Seller, a certification in the form of Exhibit A to the attention of Ann
Marie Petrovcik, Telephone: (203) 897-2553, Facsimile: (203) 897-4772, together with the
consolidated balance sheets of Seller and its consolidated Subsidiaries as at the end of
such fiscal year and the related consolidated statements of income and retained earnings and
of cash flows for Seller and its consolidated Subsidiaries for such year, setting forth in
each case in comparative form the figures for the previous year, accompanied by an opinion
thereon of independent certified public accountants of recognized national standing, which
opinion shall not be qualified as to scope of audit or going concern and shall state that
said consolidated financial statements fairly present the consolidated financial condition
and results of operations of Seller and its consolidated Subsidiaries at the end of, and
for, such fiscal year in accordance with GAAP; and




     (iii) From time to time such other information regarding the financial condition,
operations, or business of Seller as Buyer may reasonably request.



     (b) Litigation. Seller will promptly, and in any event within five (5) Business Days
after service of process on any of the following, give to Buyer notice of all legal or arbitrable
proceedings affecting Seller or any of its Subsidiaries that (i) questions or challenges the
validity or enforceability of any of the Program Documents, (ii) as to which an adverse
determination would result in a Material Adverse Effect, (iii) is required to be disclosed by
Guarantor in its public filings pursuant to the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission as in effect from time to time
thereunder or (iv) that Seller has received written notice of and is described in Section 12(nn),
in each case to the extent that such legal or arbitrable proceedings were not disclosed on
Schedule 5 hereto.



     (c) Existence, Etc. Each of Seller and its Subsidiaries will:




     (i) preserve and maintain its legal existence unless the failure to comply with such
requirement would be reasonably likely (either individually or in the aggregate) to have a
Material Adverse Effect;




     (ii) (A) strictly comply with the requirements of all applicable laws, rules,
regulations and orders of Governmental Authorities applicable to Seller or relating to the



54









 






Purchased Items (including, without limitation, truth in lending, real estate
settlement procedures and all environmental laws) and (B) cause the Purchased Items to
comply with all applicable laws, rules and regulations of any such Governmental Authority,
in each case if failure to comply with such requirements would be reasonably likely (either
individually or in the aggregate) to have a Material Adverse Effect;




     (iii) keep adequate records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied;




     (iv) not change its corporate form or structure (or its equivalent) or move its chief
executive office or chief operating office from the addresses referred to in Section 12(l)
unless it shall have provided Buyer thirty (30) days’ prior written notice of such change;
and




     (v) pay and discharge or cause to be paid and discharged, prior to the date on which
penalties attach thereto, all taxes, assessments and governmental charges or levies imposed
upon it or upon its income and profits or upon any of its property, real, personal or mixed
(including without limitation, the Purchased Assets) or upon any part thereof, as well as
any other lawful claims which, if unpaid, would be reasonably likely to become a Lien upon
such properties or any part thereof, except (A) for any such taxes, assessments and
governmental charges, levies or claims as are appropriately contested in good faith by
appropriate proceedings diligently conducted and with respect to which adequate reserves are
provided or (B) in any instance, the failure to take such action is not reasonably likely to
cause a Material Adverse Effect; and Seller will file on a timely basis all federal, and
material state and local tax and information returns and reports required to be filed by or
in respect of it.



     (d) Prohibition of Fundamental Changes. Seller shall not at any time, (i) enter into
any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation, winding up or dissolution) without Buyer’s prior consent; or
(ii) form or enter into any partnership, joint venture, syndicate or other combination which would
have a Material Adverse Effect; provided, that (i) Seller may merge or consolidate with
any wholly owned subsidiary of Seller and (ii) Seller may merge or consolidate with another Person
if Seller is the entity surviving such merger.



     (e) Margin Deficit. If at any time there exists a Margin Deficit, Seller shall cure
the same in accordance with Section 6.



     (f) Notices. Seller shall give notice to Buyer promptly in writing of any of the
following:




     (i) Upon Seller becoming aware of, and in any event within one (1) Business Day after
the occurrence of (A) any Default, Event of Default, Event of Termination under Section
17(a)(ii) or Section 17(a)(iii), (B) any event of default, default or event of termination
under any Program Document or (C) any event of default, default or event of termination
under any other material agreement of the type specified in Section 18(p) of



55









 







Seller after giving effect to all cure, grace or notice period s provided for in such
material agreement;




     (ii) Reserved;




     (iii) upon Seller becoming aware of any default related to any Purchased Items, any
Material Adverse Effect, and any event or change in circumstances which should reasonably be
expected to have a Material Adverse Effect;




     (iv) upon Seller becoming aware during the normal course of its business that the
Mortgaged Property in respect of any Loan or Loans with an aggregate unpaid principal
balance of at least $1,000,000 has been damaged by waste, fire, earthquake or earth
movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to
materially and adversely affect the value of such Loan;




     (v) upon the entry of a final, non-appealable judgment or decree against Seller or any
of its Subsidiaries in an amount in excess of $5,000,000;




     (vi) any material change in the insurance coverage required of Seller pursuant to any
Program Document, with copy of evidence of same attached;




     (vii) upon any Responsible Officer of Seller becoming aware of any material dispute,
material licensing issue, material investigation, material proceeding or suspension between
Seller or its Subsidiaries, on the one hand, and any Governmental Authority on the other
hand (including, without limitation, any such matter specified in any written notice
received by Seller as described in Section 12(nn);




     (viii) any material change in accounting policies or financial reporting practices of
Seller not otherwise in accordance with GAAP;




     (ix) upon any Responsible Officer of Seller becoming aware of any penalties, sanctions
or charges levied, or threatened to be levied, against Seller or any change or threatened
change in Approval status, or the commencement of any Agency Audit, investigation, or the
institution of any action or the threat of institution of any action against Seller by any
Agency or HUD or any other agency, or any supervisory or regulatory Government Authority
supervising or regulating the origination or servicing of mortgage loans by, or the issuer
or seller status of, Seller, in each case, as to which individually or in the aggregate
there is a reasonable likelihood of an adverse decision which would be reasonably likely to
have a Material Adverse Effect;




     (x) upon any Responsible Officer of Seller becoming aware of any termination or
threatened termination by any Agency of the Custodian as an eligible custodian; and




     (xi) with respect to any FHA Loan or VA Loan subject to a Transaction hereunder, upon
any Responsible Officer of Seller becoming aware that the FHA or VA, as applicable, has
reached a final determination to deny or reject the related Mortgagor’s application for FHA
Mortgage Insurance or a VA Loan Guaranty, respectively.



56









 




Each notice pursuant to this Section 13(f) (other than (vi) above) shall be accompanied by a
statement of a Responsible Officer of Seller, setting forth details of the occurrence referred to
therein and stating what action Seller has taken or proposes to take with respect thereto.




     (g) Servicing. Except as provided in Section 43, Seller shall not permit any Person
other than Seller to service Loans without the prior written consent of Buyer, which consent shall
not be unreasonably withheld.



     (h) Underwriting Guidelines. Seller shall not permit any material modifications to
be made to the PHH Mortgage Guidelines without the prior consent of Buyer (such consent not to be
unreasonably withheld), provided, however, that, Buyer’s shall have been
deemed to provide consent to such material modification if Buyer does not reasonably object to
such modification within ten (10) days of receiving notice thereof from Seller. For the avoidance
of doubt, the consent of Buyer shall not be required for any modifications required pursuant to,
or of, the Agency Guidelines or the USAA Guidelines. Seller agrees to deliver to Buyer copies of
the PHH Mortgage Guidelines and the Agency Guidelines in the event that any material changes are
made to the PHH Mortgage Guidelines or any material changes requested by Seller are made to the
Agency Guidelines, in each case following the Restatement Effective Date.



     (i) Lines of Business. Seller shall not make any material change in the nature of
its business as conducted on the date hereof.



     (j) Transactions with Affiliates. Seller will not enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction is (a) not otherwise prohibited under
this Agreement, (b) in the ordinary course of Seller’s business and (c) upon fair and reasonable
terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction
with a Person which is not an Affiliate. For the avoidance of doubt the Permitted Affiliate
Transactions shall not constitute a violation of this Section 13(j).



     (k) Defense of Title. Seller warrants and will defend the right, title and interest
of Buyer in and to all Purchased Items against all adverse claims and demands of all Persons
whomsoever.



     (l) Preservation of Purchased Items. Seller shall do all things necessary to
preserve the Purchased Items so that such Purchased Items remain subject to a first priority
perfected security interest in favor of Buyer hereunder. Seller will not allow any default to
occur for which Seller is responsible under any Purchased Items or any Program Documents and
Seller shall fully perform or cause to be performed when due all of its obligations under any
Purchased Items or the Program Documents.



     (m) No Assignment. Seller shall not sell, assign, transfer or otherwise dispose of,
or grant any option with respect to, or pledge, hypothecate or grant a security interest in or
lien on or otherwise encumber (except pursuant to the Program Documents), any of the Purchased
Items or any interest therein, provided that this Section 13(m) shall not prevent (i) any
contribution, assignment, transfer or conveyance of Purchased Items in accordance with the



57









 




Program Documents, (ii) any lien granted to Buyer and (iii) Seller from entering into Takeout
Commitments.




     (n) Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign,
transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of
its Property, business or assets (including, without limitation, receivables and leasehold
interests) outside of the ordinary course of business, whether now owned or hereafter acquired
(which prohibition shall specifically exclude, without limitation, any such action taken in the
ordinary course of business in connection with any securitization transaction or the sale of
Mortgage Loans, mortgage backed securities or servicing rights); provided, that Seller may
after prior written notice to Buyer allow such action with respect to any Subsidiary which is not
a material part of Seller’s overall business operations.



     (o) [Reserved].



     (p) [Reserved].



     (q) Maintenance of Consolidated Net Worth. Guarantor shall not permit its
Consolidated Net Worth on the last day of any fiscal quarter to be less than $1,000,000,000.



     (r) Maintenance of Ratio of Total Indebtedness to Tangible Net Worth. Guarantor
shall not permit the ratio of Indebtedness of the Guarantor and its Consolidated Subsidiaries to
Guarantor’s Tangible Net Worth to exceed 6.5 to 1.0.



     (s) Additional Repurchase or Warehouse Facilities. Guarantor and its Subsidiaries
shall maintain aggregate Available Borrowing Capacity of at least $1,000,000,000 (excluding
uncommitted warehouse capacity provided by Government-Sponsored Enterprises), provided that no
more than $500,000,000 of such capacity is in respect of facilities that are exclusively gestation
facilities.



     (t) Servicing Transmission. Seller shall provide to Buyer on a monthly basis no
later than 11:00 a.m. New York City time two (2) Business Days prior to each Repurchase Date (or
such other day requested by Buyer) the Servicing Transmission, on a loan-by-loan basis and in the
aggregate, with respect to the Loans serviced hereunder by Seller which were funded prior to the
first day of the then current month, summarizing Seller’s delinquency and loss experience with
respect to Loans serviced by Seller (including, in the case of the Loans, the following
categories: current, 30-59, 60-89, 90-119, 120-180 and 180+), and any other information
reasonably requested by Buyer with respect to the Loans.



     (u) No Amendment or Compromise. Without Buyer’s prior written consent, none of
Seller or those acting on Seller’s behalf shall amend or modify, or waive any term or condition
of, or settle or compromise any claim in respect of, any item of the Purchased Assets, any related
rights or any of the Program Documents; provided that the Seller may amend or modify a
Loan in the ordinary course of business in accordance with Accepted Servicing Practices.



     (v) Maintenance of Property; Insurance. Seller shall keep all property useful and
necessary in its business in good working order and condition. Seller shall continue to maintain,
for itself and its Subsidiaries, Fidelity Insurance in an aggregate amount acceptable to



58









 




the Agencies (such Fidelity Insurance shall provide coverage for any claims made in
connection with all or any portion of the Purchased Assets). Seller shall notify the Buyer of any
material change in the terms of any such Fidelity Insurance. Seller shall also maintain such
other insurance with financially sound and reputable insurance companies, with respect to property
and risks of a character usually maintained by entities engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the amounts customarily
maintained by such entities. Upon request by Buyer, all certificates or written evidence in
possession of Seller related to the insurance coverage required pursuant to Section 12(jj) shall
be made available for audit by Buyer or its designee.




     (w) Further Identification of Purchased Items. Seller will furnish to Buyer from
time to time statements and schedules further identifying and describing the Purchased Items and
such other reports or information in connection with the Purchased Items as Buyer may reasonably
request, all in reasonable detail.



     (x) Loan Determined to be Defective. Upon discovery by Seller or Buyer of any breach
of any representation or warranty listed on Schedules 1-A, 1-B or 1-C
hereto applicable to any Asset, the party discovering such breach shall promptly give notice of
such discovery to the other.



     (y) [Reserved].



     (z) [Reserved].



     (aa) [Reserved].



     (bb) [Reserved].



     (cc) Maintenance of Papers, Records and Files. Seller shall acquire, and Seller
shall build, maintain and have available, a complete Mortgage File in accordance with lending
industry custom and practice for each Purchased Asset. Seller will maintain all such Records not
in the possession of Custodian in good and complete condition in accordance with industry
practices and preserve them against loss or destruction.




     (i) Seller shall collect and maintain or cause to be collected and maintained all
Records relating to the Purchased Assets in accordance with industry custom and practice,
including those maintained pursuant to the preceding subsection, and all such Records shall
be in Custodian’s possession unless otherwise provided for in the Applicable Custodial
Agreement.




     (ii) For so long as Buyer has an interest in or lien on any Purchased Asset, Seller
will hold or cause to be held all related Records in trust for Buyer. Seller shall notify,
or cause to be notified, every other party holding any such Records of the interests and
liens granted hereby.



     (dd) Maintenance of Licenses. Seller shall (i) maintain all licenses, permits,
privileges, franchises and other approvals necessary for Seller to conduct its business and to
perform its obligations under the Program Documents and (ii) remain in good standing under



59









 






the laws of each state in which it conducts business or any Mortgage Property is located
(including its state of organization), unless, in any instance, any such failure is not reasonably
likely to cause or otherwise result in a Material Adverse Effect.




     (ee) [Reserved].




     (ff) [Reserved].




     (gg) Change of Fiscal Year. Seller will not at any time, except upon sixty (60)
days’ prior written notice to Buyer, change the date on which Seller’s fiscal year begins from
Seller’s current fiscal year beginning date.




     (hh) Buyer Direction. Upon the occurrence and during the continuance of a Default,
Event of Default or Event of Termination, Seller shall follow the instructions of Buyer with
respect to the Purchased Assets.




     (ii) Establishment of Collection Account. Seller has established the Collection
Account for the sole and exclusive benefit of Buyer. Seller shall segregate all amounts collected
on account of the Purchased Assets, to be held in trust for the benefit of Buyer, and shall remit
such collections in accordance with Buyer’s written instructions. No amounts deposited into such
account shall be removed without Buyer’s prior written consent. Seller shall deposit or credit to
the Collection 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.




     (jj) Early Funding Transactions. With respect to any Early Funding Transaction to be
consummated pursuant to the FNMA Tri-Party Agreement, Seller shall timely identify Buyer to Fannie
Mae pursuant to Section 1(a) of the FNMA Tri-party Agreement.




     (kk) [Reserved].




     (ll) MERS. Seller will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the MERS Loans for as long as such Purchased Assets
are registered with MERS.




     (mm) Establishment of Third Party Loan Purchase Proceeds Account. Seller has caused
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. 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 and to cause Third Party Loan Purchase Proceeds Account
Bank to sweep all amounts on deposit in the Third Party Loan Purchase Proceeds Account to an
account designated by Buyer pursuant to Section 7. Seller shall have no right of withdrawal with
respect to the Third Party Loan Purchase Proceeds Account without the prior written consent of
Buyer. 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



60









 






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.



     (nn) Agency Audit and Approval Maintenance. Seller shall (i) at all times maintain
copies of relevant portions of all Agency Audits in which there are material adverse findings,
including without limitation written notices of defaults, written notices of termination of
approved status, written notices of imposition of supervisory agreements or interim servicing
agreements, and written notices of probation, suspension, or non-renewal, (ii) provide Buyer with
copies of such Agency Audits promptly upon Buyer’s request, and (iii) take all actions necessary
to maintain its respective Approvals; provided that, there shall be no breach of
this Section 13(nn) in the event Seller fails to have all requisite Approvals from any Agency as a
result of a Voluntary Approval Termination.



     (oo) Trade Assignments. With respect to Early Purchase Program Loans subject to any
Transaction, Seller shall deliver to Buyer on the Conversion Date or as soon as possible
thereafter, a duly executed Trade Assignment with respect to the Related Security.



     (pp) Takeout Payments. With respect to each Purchased Asset that is an Agency Takeout
Loan, an Early Purchase Program Loan, a Third Party Takeout Loan, or a Security, Seller shall
ensure that the related Takeout Price and all other payments under the related Takeout Commitment
(or, in the case of a Security, the related Trade Assignment) shall be paid directly to the Third
Party Loan Purchase Proceeds Account in accordance with Section 7. With respect to each Purchased
Asset that is an Agency Takeout Loan, (1) with respect to the wire transfer instructions as set
forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such
wire transfer instructions are identical to Buyer’s designated wire instructions or Buyer has
approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee
Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity
Mortgage Asset Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Asset Schedule), as
applicable, is identical to the Payee Number that has been identified by Buyer in writing as
Buyer’s Payee Number or Buyer has approved the related Payee Number in writing in its sole
discretion. With respect each Purchased Asset that is an Early Purchase Program Loan, the
applicable Agency documents list Buyer as sole subscriber.



14. REPURCHASE DATE PAYMENTS




     On each Repurchase Date, Seller shall remit or shall cause to be remitted to Buyer the
Repurchase Price together with any other Obligations then due and payable.



15. REPURCHASE OF PURCHASED ASSETS




     It is understood and agreed that the representations and warranties set forth in Schedules
1-A, 1-B and 1-C with respect to the Purchased Assets shall survive delivery of
the respective



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Mortgage Files to the Custodian and shall inure to the benefit of Buyer. The fact that Buyer
has conducted or has failed to conduct any partial or complete due diligence investigation in
connection with its purchase of any Purchased Asset shall not affect Buyer’s right to demand
repurchase as provided under this Agreement. Seller shall, within two (2) Business Days of the
earlier of Seller’s discovery (including by way of notice from a third party) or Seller receiving
notice from Buyer with respect to any Purchased Asset of (i) any breach of a representation or
warranty contained in Schedules 1-A, 1-B or 1-C, or (ii) any failure to
deliver any of the items required to be delivered as part of the Mortgage File within the time
period required for delivery pursuant to the Applicable Custodial Agreement, promptly cure such
breach or delivery failure in all material respects. If within two (2) Business Days after the
earlier of Seller’s discovery (including by way of notice from a third party) of such breach or
delivery failure or Seller receiving notice thereof from Buyer that such breach or delivery failure
has not been remedied by Seller, Seller shall promptly upon receipt of written instructions from
Buyer, at Buyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to
the Repurchase Price with respect to such Purchased Asset by wire transfer to the account
designated by Buyer or, in the case of any Zero Advance Loan, accept reconveyance of such Zero
Advance Loan, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16.




16. SUBSTITUTION




     Seller may, subject to agreement with and acceptance by Buyer upon one (1) Business Day’s
notice, substitute other assets which are substantially the same as the Purchased Assets (the
“Substitute Assets”) for any Purchased Assets. Such substitution shall be made by transfer
to Buyer of such Substitute Assets and transfer to Seller of such Purchased Assets (the
“Reacquired Loans”) along with the other information to be provided with respect to the
applicable Substitute Asset as described in the form of Transaction Notice. Upon substitution, the
Substitute Assets shall be deemed to be Purchased Assets, the Reacquired Loans shall no longer be
deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer
may have had in the Reacquired Loans and any Purchased Items solely related to such Reacquired
Loans to Seller unless such termination and release would give rise to or perpetuate a Margin
Deficit. Concurrently with any termination and release described in this Section 16, Buyer shall
execute and deliver to Seller upon request and Buyer hereby authorizes Seller to file and record
such documents as Seller may reasonably deem necessary or advisable in order to evidence such
termination and release.



17. EVENT OF TERMINATION




     (a) Each of the following events shall constitute an Event of Termination (an “Event of
Termination”):




     (i) Any event having a material adverse effect, as determined by Buyer in good faith,
on (A) the property, business, operations, or financial condition of Seller or Guarantor,
(B) the ability of Seller or Guarantor to perform its obligations under any of the Program
Documents to which it is a party, (C) the validity or enforceability of any of the Program
Documents, (D) the rights and remedies of Buyer under any of the Program Documents, (E) the
timely repurchase of the Purchased Assets or payment of other amounts payable in connection
therewith or (F) the Purchased Items in the aggregate;




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     (ii) Buyer shall reasonably request, specifying the reasons for such request,
reasonable information, and/or written responses to such requests, regarding the financial
well being of Seller and such reasonable information and/or responses shall not have been
provided within three (3) Business Days of such request;




     (iii) Seller’s membership in MERS is terminated for any reason (other than MERS ceasing
to remain in existence) and such membership shall not be reinstated within five (5) Business
Days; and




     (iv) Seller shall fail to comply with the requirements of Section 13(s).



     (b) Upon the occurrence of an Event of Termination, Buyer shall have the right to terminate
this Agreement and all Transactions hereunder by delivering written notice of termination to
Seller (a “Notice of Termination”), in which event (i) Buyer’s obligation to enter into
new Transactions hereunder shall immediately terminate, (ii) the aggregate outstanding Repurchase
Price for all Transactions hereunder and all other Obligations shall be due and payable (A) on the
date that is sixty (60) days following delivery of such Notice of Termination to Seller or, (B)
with respect to the Event of Termination set forth in Section 17(a)(iv) above, the date that is
thirty (30) days following such occurrence (any such date, as applicable, the “Early
Termination Date”) and (iii) the Repurchase Date for all Transactions then outstanding
hereunder shall be deemed to be the Early Termination Date.



18. EVENTS OF DEFAULT




     Each of the following events shall constitute an Event of Default (an “Event of
Default”) hereunder:



     (a) Seller fails to transfer the Purchased Assets to Buyer on the applicable Purchase Date
(provided Buyer has tendered the related Purchase Price);



     (b) Seller either fails to repurchase the Purchased Assets on the applicable Repurchase Date
or fails to perform its obligations under Section 6;



     (c) Seller shall default in the payment of any other amount payable by it hereunder or under
any other Program Document after notification by Buyer of such default, and such default shall
have continued unremedied for three (3) Business Days; or



     (d) any representation, warranty or certification made or deemed made herein or in any other
Program Document by Seller or any certificate furnished to Buyer pursuant to the provisions hereof
or thereof, shall prove to have been false or misleading in any material respect as of the time
made or furnished (other than the representations and warranties set forth in Schedules
1-A, 1-B and 1-C which shall be considered solely for the purpose of
determining the Market Value of the Assets; unless Seller shall have made any such representations
and warranties with knowledge that they were materially false or misleading at the time made); or



     (e) Seller shall fail to comply with the requirements of Section 13(c)(i), Section 13(d),
Sections 13(k) through 13(r); or Seller shall otherwise fail to observe or perform any other
covenant or agreement contained in this Agreement or any other Program Document



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and
such failure to observe or perform shall continue unremedied for a period of seven (7)
Business Days; provided that, (i) any failure to comply with the provisions of this
Agreement that are referenced in Sections 18(o), shall be subject to Section 18(o) and not this
Section 18(e) and (ii) any failure to comply with the provisions of this Agreement that are
referenced in Section 17, shall be subject to Section 17 and not this Section 18(e); or



     (f) any final, non-appealable judgment or judgments or order or orders for the payment of
money in excess of (i) $10,000,000 (or, with respect to Guarantor, $25,000,000) in the aggregate
(to the extent that it is, in the reasonable determination of Buyer, uninsured and provided that
any insurance or other credit posted in connection with an appeal shall not be deemed insurance
for these purposes) shall be rendered against Seller or any of Seller’s Subsidiaries by one or
more courts, administrative tribunals or other bodies having jurisdiction over them and the same
shall not be discharged (or provisions shall not be made for such discharge), satisfied, or
bonded, or a stay of execution thereof (or its equivalent) shall not be procured (unless the court
determines that a bond is not required), within sixty (60) days from the date of entry thereof and
Seller or any of Seller’s Subsidiaries, as applicable, shall not, within said period of sixty (60)
days, appeal therefrom and cause the execution thereof to be stayed during such appeal; or



     (g) Seller shall admit in writing its inability to, or intention not to, perform any of
Seller’s Obligations; or



     (h) Seller or any of Seller’s Affiliates or Subsidiaries files a voluntary petition in
bankruptcy, seeks relief under any provision of any bankruptcy, reorganization, moratorium,
delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction whether now or subsequently in effect; or consents to the filing of any petition
against it under any such law; or consents to the appointment of or taking possession by a
custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for Seller
or any of Seller’s Affiliates or Subsidiaries, or of all or any part of Seller’s or Seller’s
Affiliates or Subsidiaries’ Property; or makes an assignment for the benefit of Seller or Seller’s
Affiliates or Subsidiaries’ creditors; or



     (i) A custodian, receiver, conservator, liquidator, trustee, sequestrator or similar official
for Seller, or any of Seller’s Affiliates or Subsidiaries, or of any of Seller’s, or their
respective Property (as a debtor or creditor protection procedure), is appointed or takes
possession of such Property; or Seller or any of Seller’s Affiliates or Subsidiaries generally
fails to pay Seller’s or Seller’s Affiliates or Subsidiaries’ debts as they become due; or Seller
or any of Seller’s Affiliates or Subsidiaries is adjudicated bankrupt or insolvent; or an order
for relief is entered under the Bankruptcy Code, or any successor or similar applicable statute,
or any administrative insolvency scheme, against Seller or any of Seller’s Affiliates or
Subsidiaries; or any of Seller’s or Seller’s Affiliates or Subsidiaries’ Property is sequestered
by court or administrative order; or a petition is filed against Seller or any of Seller’s
Affiliates or Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution, moratorium, delinquency or liquidation law of any jurisdiction,
whether now or subsequently in effect, and such involuntary petition is not dismissed within
thirty (30) days from the date after filing thereof; or



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     (j) Any Governmental Authority or any person, agency or entity acting or purporting to act
under governmental authority shall have taken any action to condemn, seize or appropriate, or to
assume custody or control of, all or any substantial part of the Property of Seller or any of
Seller’s Affiliates or Subsidiaries, or shall have taken any action to displace the management of
Seller or any of Seller’s Affiliates or Subsidiaries or to curtail its authority in the conduct of
the business of any Seller or any of Seller’s Affiliates or Subsidiaries, or takes any action in
the nature of enforcement to remove, revoke, suspend or materially restrict the approval of Seller
or any of Seller’s Affiliates or Subsidiaries as an issuer, buyer or a seller/servicer of Loans or
securities backed thereby and such action provided for in this subparagraph (j) shall not have
been discontinued or stayed within ten (10) days; provided, however, there shall
be no Default or Event of Default pursuant to this Section 18(j) in the event Seller fails to have
all requisite Approvals from any Agency as a result of a Voluntary Approval Termination; or



     (k) Any Program Document shall for whatever reason (including an event of default thereunder)
be terminated, or any of Seller’s material obligations (including Seller’s Obligations hereunder)
shall cease to be in full force and effect, or the enforceability thereof shall be contested by
Seller; or



     (l) Any Event of Termination shall have occurred, as determined by Buyer in its sole
discretion, and Seller shall fail to pay to Buyer on or prior to the Early Termination Date the
aggregate outstanding Repurchase Price for all Transactions hereunder and any and all other
Obligations due and owing to Buyer or any of its Affiliates; or



     (m) Reserved; or



     (n) A Change of Control of Seller shall have occurred without the prior consent of Buyer; or



     (o) Seller shall grant, or suffer to exist, any Lien on, or ownership interest in, any
Purchased Assets, Purchased Items or Additional Credit Enhancement except the Liens and ownership
interests contemplated hereby; or the Liens and ownership interests contemplated hereby shall, by
no fault, action or inaction of Buyer, cease to be valid, first priority perfected Liens and
ownership interests, respectively, on the Purchased Assets, Purchased Items and Additional Credit
Enhancement in favor of Buyer or shall, by no fault, action or inaction of Buyer, be Liens or
ownership interests in favor of any Person other than Buyer; or



     (p) (i) Seller or any Subsidiary or Affiliate of Seller shall default under, or fail to
perform as required under, or shall otherwise breach the terms of any instrument, agreement or
contract between Seller or such other entity, on the one hand, and Buyer or any of Buyer’s
Affiliates on the other; (ii) Seller or any Subsidiary or Affiliate of Seller shall be a
“defaulting party” or an “affected party” in respect of an “event of default” or “termination
event” (in each case however such condition is defined) under any ISDA Master Agreement,
International Foreign Exchange and Currency Option Master Agreement, Master Securities Forward
Transaction Agreement, Cross Product Master Agreement or similar over-the-counter dealing or
netting agreement with Buyer, any of Buyer’s Affiliates or any third party, which condition allows
Buyer, Buyer’s relevant Affiliate or such third party (if applicable, with the giving of



65









 







notice or after any grace period has elapsed) to designate an early termination date
thereunder, or which condition is deemed to result in the termination of, one or more transactions
thereunder where, in the case of any such hedging agreement with a third party, the amount or
amounts of such hedging agreements exceeds $10,000,000 (or, with respect to Guarantor,
$25,000,000, or in each case its equivalent thereof in any other currency) in the aggregate; or
(iii) Seller or any Subsidiary or Affiliate of Seller shall default under, or fail to perform as
required under, the terms of any repurchase agreement, loan and security agreement or similar
credit facility or agreement for borrowed funds or any other material agreement entered into by
Seller or such other entity and any third party where the amount or amounts of the related
Indebtedness exceeds $10,000,000 (or, with respect to Guarantor, $25,000,000, or in each case its
equivalent thereof in any other currency) in the aggregate, unless such default or failure to
perform is a default under the Revolving Credit Agreement and RBS has expressly waived such
default; or



     (q) an Event of Default shall have occurred under the Guaranty; or



     (r) (i) failure of the Purchased Loans to be serviced in accordance with Accepted Servicing
Practices; or (ii) Seller shall fail to maintain all requisite Approvals; provided,
however, there shall be no Default or Event of Default pursuant to this Section 18(r) in
the event Seller fails to have all requisite Approvals from any Agency as a result of a Voluntary
Approval Termination.



19. REMEDIES




     Upon the occurrence of an Event of Default, Buyer, at its option (which option shall be deemed
to have been exercised immediately upon the occurrence of an Event of Default pursuant to Section
18(g), (h), (i) or (j) hereof), shall have the right to exercise any or all of the following rights
and remedies:




     (a) (i) The Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (provided that, in the event that the Purchase Date
for any Transaction has not yet occurred as of the date of such exercise or deemed exercise,
such Transaction shall be deemed immediately canceled). Seller’s obligations hereunder to
repurchase all Purchased Assets at the Repurchase Price therefor on the Repurchase Date
(determined in accordance with the preceding sentence) in such Transactions shall thereupon
become immediately due and payable; all Income then on deposit in the Collection Account and
the Third Party Loan Purchase Proceeds Account, and all Income paid after such exercise or
deemed exercise, shall be remitted to and retained by Buyer and applied to the aggregate
Repurchase Price and any other amounts owing by Seller hereunder; Seller shall immediately
deliver to Buyer or its designee any and all original papers, Records and files relating to
the Purchased Assets subject to such Transaction then in Seller’s possession and/or control;
and all right, title and interest in and entitlement to such Purchased Assets, together with
any Related Credit Enhancement, shall be deemed transferred to Buyer or its designee.




     (ii) Buyer shall have the right to (A) sell, on or following the Business Day following
the date on which the Repurchase Price became due and payable pursuant to



66









 






Section 19(a)(i) without notice or demand of any kind, at a public or private sale and
at such price or prices as Buyer may deem to be commercially reasonable for cash or for
future delivery without assumption of any credit risk any or all or portions of the
Purchased Assets (including any Related Credit Enhancement if so determined by Buyer in its
sole discretion) on a servicing released basis. Buyer may purchase any or all of the
Purchased Assets (including any Related Credit Enhancement if so determined by Buyer in its
sole discretion) at any public or private sale. Seller shall remain liable to Buyer for any
amounts that remain owing to Buyer following a sale and/or credit under the preceding
sentence. The proceeds of any disposition of Purchased Assets (including any Related Credit
Enhancement if so determined by Buyer in its sole discretion) shall be applied first
to the reasonable costs and expenses incurred by Buyer in connection with or as a result of
an Event of Default; second to costs of cover and/or related hedging transactions;
third to the aggregate Repurchase Prices; fourth to all other Obligations;
and fifth shall be paid to Seller.




     (iii) Buyer shall have the right to terminate this Agreement and declare all
Obligations of Seller to be immediately due and payable, by a notice in accordance with
Section 21 provided no such notice shall be required for an Event of Default pursuant to
Section 18(g),(h),(i) or (j) hereof.




     (iv) The parties recognize that it may not be possible to purchase or sell all of the
Purchased Assets (or any Related Credit Enhancement) on a particular Business Day, or in a
transaction with the same purchaser, or in the same manner because the market for such
Purchased Assets (or any Related Credit Enhancement) may not be liquid. In view of the
nature of the Purchased Assets (or any Related Credit Enhancement), the parties agree that
liquidation of a Transaction or the underlying Purchased Assets (or any Related Credit
Enhancement) does not require a public purchase or sale and that a good faith private
purchase or sale shall be deemed to have been made in a commercially reasonable manner.
Accordingly, Buyer may elect the time and manner of liquidating any Purchased Asset (or any
Related Credit Enhancement) and nothing contained herein shall obligate Buyer to liquidate
any Purchased Asset (or any Related Credit Enhancement) on the occurrence of an Event of
Default or to liquidate all Purchased Assets (or any Related Credit Enhancement) in the same
manner or on the same Business Day or constitute a waiver of any right or remedy of Buyer.
Notwithstanding the foregoing, the parties to this Agreement agree that the Transactions
have been entered into in consideration of and in reliance upon the fact that all
Transactions hereunder constitute a single business and contractual obligation and that each
Transaction has been entered into in consideration of the other Transactions.




     (v) To the extent permitted by applicable law, Seller waives all claims, damages and
demands it may acquire against Buyer arising out of the exercise by Buyer of any of its
rights hereunder, other than those claims, damages and demands arising from the gross
negligence or willful misconduct of Buyer. If any notice of a proposed sale or other
disposition of Purchased Assets (including any Related Credit Enhancement) or any other
Purchased Items shall be required by law, such notice shall be deemed reasonable and proper
if given at least two (2) days before such sale or other disposition.



67









 





     (b) Seller hereby acknowledges, admits and agrees that Seller’s obligations under this
Agreement are recourse obligations of Seller to which Seller pledges its full faith and credit.
In addition to its rights hereunder, Buyer shall have the right to proceed against any of Seller’s
assets which may be in the possession of Buyer, any of Buyer’s Affiliates or their respective
designees (including the Custodian), including the right to liquidate such assets and to set off
the proceeds against monies owed by Seller to Buyer pursuant to this Agreement. Buyer may set off
cash, the proceeds of the liquidation of the Purchased Assets (including any Related Credit
Enhancement) and Additional Purchased Assets, any other Purchased Items and their proceeds and all
other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer,
whether under this Agreement, under a Transaction, or under any other agreement between the
parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s
right to recover any deficiency.



     (c) Buyer shall have the right to obtain physical possession of the Records and all other
files of Seller relating to the Purchased Assets (including any Related Credit Enhancement) and
all documents relating to the Purchased Assets (including any Related Credit Enhancement) which
are then or may thereafter come into the possession of Seller or any third party acting for Seller
and Seller shall deliver to Buyer such assignments as Buyer shall request.



     (d) Buyer shall have the right to direct all Persons servicing the Purchased Assets to take
such action with respect to the Purchased Assets as Buyer determines appropriate. Upon the
occurrence of one or more Events of Default, Buyer shall, in addition to all other rights and
remedies provided in this Agreement and by law, have all rights and remedies specified in Section
43.



     (e) Buyer shall, without regard to the adequacy of the security for the Obligations, be
entitled to the appointment of a receiver by any court having jurisdiction, without notice, to
take possession of and protect, collect, manage, liquidate, and sell the Purchased Assets
(including any Related Credit Enhancement) and any other Purchased Items or any portion thereof,
collect the payments due with respect to the Purchased Assets (including any Related Credit
Enhancement) and any other Purchased Items or any portion thereof, and do anything that Buyer is
authorized hereunder or by law to do. Seller shall pay all costs and expenses incurred by Buyer
in connection with the appointment and activities of such receiver.



     (f) [Reserved].



     (g) In addition to all the rights and remedies specifically provided herein, Buyer shall have
all other rights and remedies provided by applicable federal, state, foreign, and local laws,
whether existing at law, in equity or by statute, including, without limitation, all rights and
remedies available to a purchaser or a secured party, as applicable, under the Uniform Commercial
Code.



     Except as otherwise expressly provided in this Agreement, Buyer shall have the right to
exercise any of its rights and/or remedies without presentment, demand, protest or further notice
of any kind other than as expressly set forth herein, all of which are hereby expressly waived by
Seller.



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     Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing,
and Seller hereby expressly waives, to the extent permitted by law, any right Seller might
otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to
the extent permitted by law, any defense Seller might otherwise have to the Obligations, arising
from use of nonjudicial process, enforcement and sale of all or any portion of the Purchased Assets
(including any Related Credit Enhancement) and any other Purchased Items or from any other election
of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the
trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.



     After the occurrence and during the continuance of an Event of Default, Seller shall cause all
sums received by it with respect to the Purchased Assets (including any Related Credit Enhancement)
to be deposited with such Person as Buyer may direct after receipt thereof.



20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE




     No failure on the part of Buyer to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by
Buyer of any right, power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All rights and remedies of Buyer provided for herein
are cumulative and in addition to any and all other rights and remedies provided by law, the
Program Documents and the other instruments and agreements contemplated hereby and thereby, and are
not conditional or contingent on any attempt by Buyer to exercise any of its rights under any other
related document. Buyer may exercise at any time after the occurrence of an Event of Default one
or more remedies, as they so desire, and may thereafter at any time and from time to time exercise
any other remedy or remedies.



21. NOTICES AND OTHER COMMUNICATIONS




     Except as otherwise expressly permitted by this Agreement, all notices, requests and other
communications provided for herein and under the Applicable Custodial Agreement (including, without
limitation, any modifications of, or waivers, requests or consents under, this Agreement) shall be
given or made in writing (including, without limitation, by telex, telecopy or email) delivered to
the intended recipient at the “Address for Notices” specified below its name on the signature pages
hereof); or, as to any party, at such other address as shall be designated by such party in a
written notice to each other party. Except as otherwise provided in this Agreement and except for
notices given by Seller under Section 3(a) (which shall be effective only on receipt), all such
communications shall be deemed to have been duly given when transmitted by telex, telecopier or
email or personally delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid.



22. USE OF EMPLOYEE PLAN ASSETS




     No assets of an employee benefit plan subject to any provision of ERISA or a plan subject to
Section 4975 of the Code shall be used by either party hereto in a Transaction.



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23. INDEMNIFICATION AND EXPENSES.




     (a) Seller agrees to hold Buyer, its Affiliates and their respective officers, directors,
employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify
any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of
any kind which may be imposed on, incurred by or asserted against such Indemnified Party
(collectively, the “Costs”) relating to or arising out of this Agreement, any other
Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement
or modification of, or any waiver or consent under or in respect of, this Agreement, any other
Program Document or any transaction contemplated hereby or thereby, that, in each case, results
from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without
limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless
from and indemnify such Indemnified Party against all Costs with respect to all Assets relating to
or arising out of any violation or alleged violation of any environmental law, rule or regulation
or any consumer credit laws, including without limitation laws with respect to unfair or deceptive
lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate
Settlement Procedures Act, that, in each case, results from anything other than such Indemnified
Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an
Indemnified Party in connection with any Asset (including any Related Credit Enhancement) for any
sum owing thereunder, or to enforce any provisions of any Asset (including any Related Credit
Enhancement), Seller will save, indemnify and hold such Indemnified Party harmless from and
against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim,
recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder,
arising out of a breach by Seller of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such account debtor or
obligor or its successors from Seller. Seller also agrees to reimburse an Indemnified Party as
and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses
incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights
under this Agreement, any other Program Document or any transaction contemplated hereby or
thereby, including without limitation the reasonable fees and disbursements of its counsel,
provided, however, Seller’s obligations to pay for the reasonable fees and disbursements of
counsel to an Indemnified Party shall be limited to the fees and disbursements of one law firm
(plus the fees and disbursements of any reasonably necessary local counsel) for all Indemnified
Parties. Seller hereby acknowledges that all Obligations of Seller under this Agreement are
recourse obligations of Seller. Buyer agrees not to assert any claims for indemnity pursuant to
this Section 23(a) and Seller shall not be required to indemnify Buyer, for any claims arising out
of or related to Buyer’s actions or failure to act in connection with any rehypothecation of
Purchased Mortgage Loans by Buyer pursuant to Section 38. The assigning Buyer agrees not to assert
any claims for indemnity pursuant to this Section 23(a) and Seller shall not be required to
indemnify the assigning Buyer, in each case for any claims related to the assigning Buyer’s
actions or failure to act in connection with any assignment of such Buyer’s rights and obligations
under the Program Documents pursuant to Section 39. From and after the date of such assignment,
Seller shall be responsible for indemnifying any such assignee in accordance with this Section
23(a).



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     (b) Seller agrees to pay as and when billed by Buyer all of the out-of-pocket costs and
expenses incurred by Buyer in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement, any other Program Document or any
other documents prepared in connection herewith or therewith. Seller agrees to pay as and when
billed by Buyer all of the out-of-pocket costs and expenses incurred in connection with the
consummation and administration of the transactions contemplated hereby and thereby including,
without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Buyer,
provided, however, Seller’s obligations to pay for the reasonable fees, disbursements and expenses
of counsel to Buyer shall be limited to the fees, disbursements and expenses of one law firm (plus
the fees and disbursements of any reasonably necessary local counsel) and (ii) all the due
diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to
Purchased Items (including any Related Credit Enhancement) under this Agreement, including, but
not limited to, those costs and expenses incurred by Buyer pursuant to Sections 23, 39 and 44,
provided that, subject to the proviso in the last sentence of Section 44, Seller’s obligation to
reimburse Buyer for due diligence review costs pursuant to this Section 23, shall not exceed, in
the aggregate with the Due Diligence Costs, the Due Diligence Cap. Seller also agrees not to
assert any claim against Buyer or any of its Affiliates, or any of their respective officers,
directors, employees, attorneys and agents, on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to the Program Documents,
the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the
transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT
CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.



     (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under
this Agreement, including, without limitation, reasonable fees and expenses of counsel and
indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and
Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be
deemed a waiver of any of Buyer’s rights under the Program Documents.



     (d) Without prejudice to the survival of any other agreement of Seller hereunder, the
covenants and obligations of Seller contained in this Section 23 shall survive the payment in full
of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased
Assets by Buyer against full payment therefor.



24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS




     Seller hereby expressly waives, to the fullest extent permitted by law, every statute of
limitation on a deficiency judgment, any reduction in the proceeds of any Purchased Items as a
result of restrictions upon Buyer or Custodian contained in the Program Documents or any other
instrument delivered in connection therewith, and any right that it may have to direct the order in
which any of the Purchased Items shall be disposed of in the event of any disposition pursuant
hereto.



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25. REIMBURSEMENT




     All sums reasonably expended by Buyer in connection with the exercise of any right or remedy
provided for herein shall be and remain Seller’s obligation (unless and to the extent that Seller
is the prevailing party in any dispute, claim or action relating thereto). Seller agrees to pay
the reasonable out of pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or
Custodian in connection with the preparation, negotiation, enforcement (including any waivers),
administration and amendment of the Program Documents (regardless of whether a Transaction is
entered into hereunder), the taking of any action, including legal action, required or permitted to
be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any “due
diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or
restructuring in the nature of a “workout”, provided, however, Seller’s obligations to pay for the
reasonable fees, disbursements and expenses of counsel to Buyer shall be limited to the fees,
disbursements and expenses of one law firm (plus the fees and disbursements of any reasonably
necessary local counsel), provided further that, subject to the proviso in the last sentence of
Section 44, Seller’s obligation to reimburse Buyer for due diligence review costs pursuant to this
Section 25, shall not exceed, in the aggregate with the Due Diligence Costs, the Due Diligence Cap
In addition to the foregoing, and not by way of limitation, after the occurrence of an Event of
Default Seller shall be liable to Buyer for the amount of all expenses (plus interest thereon at a
rate equal to the Post-Default Rate) and all costs and expenses incurred within thirty (30) days of
the Event of Default in connection with Buyer’s re-employment of funds, termination of deposits,
hedging or covering transactions related to the Purchased Assets (including any Related Credit
Enhancement), conduit advances and payments for mortgage insurance.



26. FURTHER ASSURANCES




     Seller agrees to do such further acts and things and to execute and deliver to Buyer such
additional assignments, acknowledgments, agreements, powers and instruments as are reasonably
required by Buyer to carry into effect the intent and purposes of this Agreement and the other
Program Documents, to perfect the interests of Buyer in the Purchased Items or to better assure and
confirm unto Buyer its rights, powers and remedies hereunder and thereunder.



27. TERMINATION




     This Agreement shall remain in effect until (i) with respect to the Committed Amount and
Transactions funded thereunder, the Termination Date, and (ii) with respect to the Uncommitted
Amount and Transactions funded thereunder, the earliest to occur of (x) the Termination Date and
(y) the date specified in a written notice of termination of any Uncommitted Purchase Availability
Period delivered by Buyer to Seller (such date to be no earlier than the tenth (10th) Business Day
after such written notice is so delivered), as applicable. Seller’s obligations under Section
3(k), Section 5, Section 12, Section 23 and Section 25 and any other reimbursement or indemnity
obligation of Seller to Buyer pursuant to this Agreement or any other Program Documents shall
survive the termination hereof.



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28. SEVERABILITY




     If any provision of any Program Document is declared invalid by any court of competent
jurisdiction, such invalidity shall not affect any other provision of the Program Documents, and
each Program Document shall be enforced to the fullest extent permitted by law.



29. BINDING EFFECT; GOVERNING LAW




     This Agreement shall be binding and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the parties may assign their rights or obligations
under this Agreement only in accordance with Section 39 hereof. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).



30. AMENDMENTS




     Except as otherwise expressly provided in this Agreement, any provision of this Agreement may
be modified or supplemented only by an instrument in writing signed by Seller and Buyer and any
provision of this Agreement may be waived by Buyer.



31. SUCCESSORS AND ASSIGNS




     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.



32. SURVIVAL




     The obligations of Seller under Sections 3(k), 5, 23 and 25 and any other reimbursement or
indemnity obligation of Seller to Buyer pursuant to this Agreement or any other Program Document
shall survive the repurchase of the Assets hereunder and the termination of this Agreement. In
addition, each representation and warranty made, or deemed to be made by a request for a purchase,
herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer
shall not be deemed to have waived, by reason of purchasing any Assets, any Default, Event of
Default or Event of Termination that may arise by reason of such representation or warranty proving
to have been false or misleading, notwithstanding that Buyer may have had notice or knowledge or
reason to believe that such representation or warranty was false or misleading at the time such
purchase was made.



33. CAPTIONS




     The table of contents and captions and section headings appearing herein are included solely
for convenience of reference and are not intended to affect the interpretation of any provision of
this Agreement.



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34. COUNTERPARTS




     This Agreement 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
Agreement by signing any such counterpart. The parties agree that this Agreement and any notices
hereunder may be transmitted between them by email and/or by facsimile. The parties intend that
faxed signatures and electronically imaged signatures such as .pdf files shall constitute original
signatures and are binding on all parties. The original documents shall be promptly delivered, if
requested.



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.







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37. ACKNOWLEDGEMENTS




     Seller hereby acknowledges that:



     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Program Documents to which it is a party;



     (b) Buyer has no fiduciary relationship to Seller; and



     (c) no joint venture exists among or between Buyer and Seller.



38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.




     Buyer shall have free and unrestricted use of all Assets and Purchased Items and nothing in
this Agreement shall preclude Buyer from engaging in repurchase transactions with the Assets and
Purchased Items or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating
the Assets and Purchased Items, in all cases subject to Buyer’s obligation to reconvey the
Purchased Assets (and not substitutes therefor) on the Repurchase Date. Nothing contained in this
Agreement shall obligate Buyer to segregate any Assets or Purchased Items delivered to Buyer by
Seller.



39. ASSIGNMENTS; PARTICIPATIONS.




     (a) Seller may assign any of its rights or obligations hereunder only with the prior written
consent of Buyer. Buyer may assign or transfer to any bank or other financial institution or
entity that makes or invests in repurchase agreements or loans all or any of its rights under this
Agreement and the other Program Documents, with the consent of Seller which shall not be
unreasonably withheld or delayed; provided that such consent shall not be required
if Buyer assigns its rights and obligations (i) to an Affiliate of Buyer or (ii) after the
occurrence and during the continuance of an Event of Default, provided, further,
that Buyer shall maintain, for review by Seller upon written request, a register of assignees and
a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage
or portion of such rights and obligations assigned. Seller shall continue to take directions
solely from Buyer unless otherwise notified by Buyer in writing.



     (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities
(“Participants”) participating interests in this Agreement, its agreement to purchase
Assets, or any other interest of Buyer hereunder and under the other Program Documents. In the
event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations
under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for
the performance thereof and Seller shall continue to deal solely and directly with Buyer in
connection with Buyer’s rights and obligations under this Agreement and the other Program
Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or
shall have been declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent as if the amount
of its participating interest were owing directly to it as a Buyer under this Agreement;
provided, that such Participant shall only be entitled to such right of set-off if it



75









 







shall have agreed in the agreement pursuant to which it shall have acquired its participating
interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall
be entitled to the benefits of Sections 3(f), 3(k), 23 and 25 with respect to its participation in
the Assets and Purchased Items outstanding from time to time; provided, that Buyer and all
Participants shall be entitled to receive no greater amount in the aggregate pursuant to such
Sections than Buyer would have been entitled to receive had no such transfer occurred.



     (c) Buyer may furnish any information concerning Seller or any of its Subsidiaries in the
possession of Buyer from time to time to assignees and Participants (including prospective
assignees and Participants) only after notifying Seller in writing and securing signed
confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole
purpose of evaluating assignments or participations and for no other purpose.



     (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or
participation, and to enter into such restatements of, and amendments, supplements and other
modifications to, this Agreement and the other Program Documents in order to give effect to such
assignment and/or participation. Seller further agrees to furnish to any Participant identified
by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer
hereunder, as and when delivered to Buyer.



40. SINGLE AGREEMENT




     Seller and Buyer acknowledge that, and have entered hereinto and will enter into each
Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions
hereunder constitute a single business and contractual relationship and have been made in
consideration of each other. Accordingly, Seller and Buyer each agree (i) to perform all of its
obligations in respect of each Transaction hereunder, and that a default in the performance of any
such obligations shall constitute a default by it in respect of all Transactions hereunder, and
(ii) that payments, deliveries and other transfers made by any of them in respect of any
Transaction shall be deemed to have been made in consideration of payments, deliveries and other
transfers in respect of any other Transaction hereunder, and the obligations to make any such
payments, deliveries and other transfers may be applied against each other and netted.



41. INTENT




     (a) Seller and Buyer recognize that each Transaction is a “repurchase agreement” as that term
is defined in Section 101(47)(A)(i) of the Bankruptcy Code, a “securities contract” as that term
is defined in Section 741(7)(A)(i) of the Bankruptcy Code, and a “master netting agreement” as
that term is defined in Section 101(38A)(A) of the Bankruptcy Code, and that the pledge of the
Related Credit Enhancement in Section 8(c) hereof is intended to constitute “a security agreement
or other arrangement or other credit enhancement” that is “related to” the Agreement and
Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(xi)
of the Bankruptcy Code.



     (b) It is understood that Buyer’s right to liquidate the Purchased Assets delivered to it in
connection with the Transactions hereunder or to accelerate or terminate this Agreement or
otherwise exercise any other remedies pursuant to Section 19 is a contractual right to liquidate,



76









 







accelerate or terminate such Transaction as described in Sections 555, 559 and 561 of the
Bankruptcy Code.



     (c) The parties hereby agree that all Servicing Agreements and any provisions hereof or in any
other document, agreement or instrument that is related in any way to the servicing of the
Purchased Assets shall be deemed “related to” this Agreement within the meaning of Sections
101(38A)(A) and 101(47)(a)(v) of the Bankruptcy Code and part of the “contract” as such term is
used in Section 741 of the Bankruptcy Code.



42. CONFIDENTIALITY




     (a) The Program Documents and their respective terms, provisions, supplements and amendments,
and transactions and notices thereunder, are proprietary to Buyer and shall be held by Seller in
strict confidence and shall not be disclosed to any third party without the consent of Buyer (such
consent not to be unreasonably withheld) except for (i) disclosure to Seller’s direct and indirect
parent companies, directors, attorneys, agents or accountants, provided that such attorneys or
accountants likewise agree to be bound by this covenant of confidentiality, or are otherwise
subject to confidentiality restrictions, (ii) disclosure required by law, rule, regulation or order
of a court or other regulatory body, (iii) disclosure to any approved hedge counterparty to the
extent necessary to obtain any interest rate protection agreement, (iv) any disclosures or filing
required under Securities and Exchange Commission (“SEC”) or state securities’ laws or (v)
such other circumstances as are reasonably within the discretion of a public company in order to
meet its corporate obligations; provided that in the case of (ii), (iii), (iv) and (v)
Seller shall take reasonable actions to provide Buyer with prior written notice.



     (b) Buyer agrees to keep confidential all non-public information provided to it by Seller or
an Affiliate thereof pursuant to this Agreement or any other Program Document that is designated by
such Person as confidential and such information shall not be disclosed to any third party without
the written consent of Seller (such consent not to be unreasonably withheld) except for (i)
disclosure to Buyer’s direct and indirect parent companies, directors, attorneys, agents or
accountants, provided that such attorneys or accountants likewise agree to be bound by this
covenant of confidentiality, or are otherwise subject to confidentiality restrictions, (ii)
disclosure required by law, rule, regulation or order of a court or other regulatory body, (iii)
disclosure to any approved hedge counterparty to the extent necessary to obtain any interest rate
protection agreement, (iv) any disclosures or filing required under Securities and Exchange
Commission (“SEC”) or state securities’ laws or (v) such other circumstances as are
reasonably within the discretion of a public company in order to meet its corporate obligations;
provided that in the case of (ii), (iii), (iv) and (v) Buyer shall take reasonable actions
to provide Seller with prior written notice.



     (c) Notwithstanding anything in this Agreement to the contrary, Buyer shall comply with all
applicable local, state and federal laws, including, without limitation, all privacy and data
protection law, rules and regulations that are applicable to the Purchased Assets and/or any
applicable terms of this Agreement (the “Seller Confidential Information”). Buyer
understands that the Seller Confidential Information may contain “nonpublic personal information”,
as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “Act”), and
Buyer agrees



77









 




to maintain such nonpublic personal information that it receives hereunder in accordance with
the Act and other applicable federal and state privacy laws.




     (d) Notwithstanding anything herein to the contrary, each party (and each employee,
representative, or other agent of each party) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction and all materials of
any kind (including opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. For this purpose, tax treatment and tax structure shall not include
(i) the identity of any existing or future party (or any Affiliate of such party) to this Agreement
or (ii) any specific pricing information or other commercial terms, including the amount of any
fees, expenses, rates or payments arising in connection with the transactions contemplated by this
Agreement. Buyer acknowledges that this Agreement may be filed with the Securities and Exchange
Commission; provided that, Seller shall redact any pricing and other confidential
provisions, including, without limitation, the amount of any Renewal Commitment Fee, Non-Usage Fee,
Price Differential and Purchase Price from such filed Agreement.



43. SERVICING




     (a) Buyer hereby designates Seller to service each Purchased Asset as Servicer for a term of
sixty (60) days following the related Purchase Date of such Purchased Asset, which term is
renewable at the sole discretion of Buyer for subsequent sixty (60) day periods (or such other
period agreed to by Buyer) upon written direction of Buyer. During such time that Seller is
servicing the Purchase Assets, Seller shall service the Purchased Assets for the benefit of or on
behalf of Buyer, provided, however, that the obligation of Seller to service any such Purchased
Asset for the benefit of or on behalf of Buyer as aforesaid shall cease upon the payment to Buyer
of the Repurchase Price thereof. Seller covenants to maintain or cause the servicing of the
Purchased Assets to be maintained in conformity with Accepted Servicing Practices. In the event
that this Agreement is interpreted as constituting one or more servicing contracts, each such
servicing contract shall terminate automatically upon the earliest of: (i) the termination
thereof by Buyer pursuant to subsection (d) below, (ii) sixty (60) days or such other period after
the initial sixty (60) day period as Buyer may agree in writing in its sole discretion after the
Purchase Date of such Purchased Asset, (iii) the occurrence of a Default or an Event of Default,
(iv) the date on which all the Obligations have been paid in full or (v) the transfer of servicing
to any entity approved by Buyer and the assumption thereof by such entity.



     (b) In the event Buyer forecloses upon or exercises any other remedies with respect to any
Related Credit Enhancement pursuant to Section 19, Seller shall promptly deliver to Buyer or
Buyer’s designee any and all servicing agreements, files, documents, records, data bases, computer
tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals,
other closing documentation, payment history records, and any other records relating to or
evidencing the servicing of such Assets (the “Servicing Records”), together with the
physical and contractual servicing of the Purchased Assets, in each case whether now owned or
existing or hereafter acquired or arising and wherever located, to secure the Obligations of
Seller or its designee in conformity with this Section 43 and any other obligation of Seller to
Buyer. At all times during the term of this Agreement, Seller covenants to hold such Servicing
Records and safeguard such Servicing Records and to deliver them promptly to Buyer or its designee
(including the Custodian) as required by this Agreement. It is



78









 







understood and agreed by the parties that prior to expiration, termination or non-renewal of
the related servicing term pursuant to Section 43(a), Seller shall retain the servicing fees with
respect to the Purchased Assets. Seller shall deliver, or shall cause the related Servicer or
Subservicer to deliver, the Related Credit Enhancement for each Purchased Asset to Buyer or such
other successor servicer as may be designated by Buyer upon the expiration, termination or
non-renewal of the related servicing term pursuant to Section 43(a). With respect to the
Servicing Records and the physical and contractual servicing of the Purchased Assets relating to
any Transaction, Seller shall deliver or cause the related Servicer or Subservicer to deliver,
such Servicing Records and, to the extent applicable, physical servicing to the designee of Buyer,
upon the expiration, termination or non-renewal of the related servicing term pursuant to Section
43(a), unless otherwise agreed in writing by Buyer. Seller’s transfer of the Related Credit
Enhancement under this Section shall be in accordance with customary standards in the industry and
such transfer shall include the transfer of the gross amount of escrows held for the related
mortgagors (without reduction for unreimbursed advances or “negative escrows”).



     (c) If any Loans are serviced by any other third party servicer (such third party servicer,
the “Subservicer”) Seller shall provide a copy of the related servicing agreement with a
properly executed Instruction Letter to Buyer at least three (3) Business Days prior to the
applicable Purchase Date or the date on which the Subservicer shall begin subservicing such Loans
which shall be in the form and substance acceptable to Buyer (the “Servicing Agreement”)
and shall have obtained the written consent of Buyer for such Subservicer to subservice such
Loans.



     (d) Buyer may, in its sole discretion if an Event of Default shall have occurred and be
continuing, (i) sell the Purchased Assets without payment of any termination fee or any other
amount to Seller and (ii) sell on a servicing released basis any Purchased Assets being serviced
by a Subservicer (approved pursuant to Section 43(c)) without payment of any termination fee or
any other amount to Seller but subject to the rights of such Subservicer. Buyer agrees not to
direct or otherwise contact any such Subservicer absent a determination in good faith by Buyer
that a Default or an Event of Default has occurred and is continuing. Unless a Default or an
Event of Default shall have occurred and be continuing Buyer shall not exercise or attempt to
exercise any such rights to service the Purchased Assets, including contacting Mortgagors or
Subservicers or taking possession of the related Records, or exercise Seller’s rights with respect
to the Purchased Assets under the related servicing agreement. Upon the expiration of the
servicing term or the termination or non-renewal of Seller as Servicer of the Purchased Assets
pursuant to Section 43(a), or as otherwise provided hereunder, Seller shall transfer such
servicing with respect to such Purchased Assets to Buyer or any successor Servicer designated by
Buyer, at no cost or expense to Buyer. In addition, Seller shall provide to Buyer an Instruction
Letter from Seller to the effect that upon the occurrence of an Event of Default, Buyer may
terminate any Subservicer or Servicing Agreement and direct that collections with respect to the
Loans be remitted in accordance with Buyer’s instructions. Seller agrees to cooperate with Buyer
in connection with the transfer of servicing.



     (e) [Reserved].



     (f) Seller shall permit Buyer to inspect upon reasonable prior written notice at a mutually
convenient time, Seller’s or its Affiliate’s servicing facilities, as the case may be, for



79









 







the purpose of satisfying Buyer that Seller or its Affiliate, as the case may be, has the
ability to service the Loans as provided in this Agreement. In addition, with respect to any
Subservicer which is not an Affiliate of Seller, Seller shall use its best efforts to enable Buyer
to inspect the servicing facilities of such Subservicer.



44. PERIODIC DUE DILIGENCE REVIEW




     Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with
respect to Seller and the Assets, for purposes of verifying compliance with the representations,
warranties, covenants and specifications made hereunder or under any other Program Document, or
otherwise, and Seller agrees that upon reasonable (but no less than one (1) Business Day’s) prior
notice to Seller (provided that upon the occurrence of a Default, an Event of Default or an Event
of Termination, no such prior notice shall be required), Buyer, Custodian or their respective
officers, employees, agents, contractors or other authorized representatives will be permitted
during normal business hours to examine, inspect, make copies of, and make extracts of, the
Mortgage Files, the Records and any and all documents, records, agreements, instruments or
information relating to Seller and its Properties, business, affairs, finances and accounts, or
such Assets in the possession, or under the control, of Seller and/or the Custodian. Seller also
shall make available to Buyer a knowledgeable financial, accounting, servicing or other officer
having relevant knowledge for the purpose of answering questions respecting Seller’s Properties,
business, affairs, finances and accounts, the Mortgage Files, the Servicing Files and any other
document relating thereto and any other Purchased Asset sold to Buyer hereunder. Seller shall use
reasonable efforts to cause its independent certified public accountants to discuss such matters
with Buyer. Seller shall be permitted to have a representative in attendance at such meetings with
Seller’s accountants. Without limiting the generality of the foregoing, Seller acknowledges that
Buyer shall purchase Assets from Seller based solely upon the information provided by Seller to
Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and
that Buyer, at its option, has the right, at any time to conduct a partial or complete due
diligence review on some or all of the Purchased Assets, including, without limitation, ordering
new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating
the information used to originate such Assets. Buyer may underwrite such Assets itself or engage a
third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and
any third party underwriter in connection with such underwriting, including, but not limited to,
providing Buyer and any third party underwriter with access to any and all documents, records,
agreements, instruments or information relating to such Assets in the possession, or under the
control, of Seller. In addition, Buyer has the right to perform continuing Due Diligence Reviews
of Seller and its Affiliates, directors, and their respective Subsidiaries and the officers,
employees and significant shareholders thereof. Seller and Buyer further agree that all
out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant
to this Section 44 shall be paid by Seller (together with all other due diligence costs set forth
in this Agreement, including without limitation, Sections 23 and 25, the “Due Diligence
Costs”), in the aggregate with all other due diligence review costs incurred by Buyer pursuant
to the terms of this Agreement, not to exceed the Due Diligence Cap, provided that the Due
Diligence Cap shall not apply (i) to such expenses incurred after the occurrence and during the
continuance of a Default, an Event of Default or an Event of Termination, (ii) to such expenses
incurred before the Restatement Effective Date or (iii) any additional Due Diligence Costs incurred
by Buyer, as



80









 




mutually agreed upon by Buyer and Seller, as a result of any unsatisfactory results, as
determined by Buyer in its sole discretion, of any due diligence review.







81









 








45. SET-OFF




     In addition to any rights and remedies of Buyer provided by this Agreement and by law, Buyer
shall have the right, without prior notice to Seller or any of Seller’s Subsidiaries or Affiliates,
any such notice being expressly waived by Seller to the extent permitted by applicable law, upon
any amount becoming due and payable by Seller hereunder (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such amount any and all
Property and deposits (general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer or any
Affiliate thereof to or for the credit or the account of Seller or any of Seller’s Subsidiaries or
Affiliates (other than pursuant to any Securitization Indebtedness or the Revolving Credit
Agreement or to the credit of an Asset Securitization Subsidiary or to the Guarantor in its
capacity as Borrower under the Revolving Credit Agreement). Buyer may set-off cash, the proceeds
of the liquidation of any Purchased Items and all other sums or obligations owed by Buyer or its
Affiliates to Seller or any of Seller’s Subsidiaries or Affiliates (other than pursuant to any
Securitization Indebtedness or the Revolving Credit Agreement or owed to an Asset Securitization
Subsidiary or to the Guarantor in its capacity as Borrower under the Revolving Credit Agreement)
against any and all of Seller’s and any of Seller’s Subsidiary’s or Affiliate’s, obligations to
Buyer or any of its Affiliates, whether under this Agreement or under any other agreement between
the parties or between Seller or any of its Subsidiaries or Affiliates (other than an Asset
Securitization Subsidiary or the Guarantor in its capacity as Borrower under the Revolving Credit
Agreement) and Buyer or any Affiliate of Buyer (other than with respect to any Securitization
Indebtedness or the Revolving Credit Agreement), or otherwise, whether or not such obligations are
then due, without prejudice to Buyer’s or its Affiliate’s right to recover any deficiency. Buyer
agrees promptly to notify Seller after any such set-off and application made by Buyer;
provided that the failure to give such notice shall not affect the validity of such set-off
and application.



46. COMMITTED FACILITY




     (a) If (i) an event described in Section 9(b)(viii) occurs, (ii) Seller shall not have
previously agreed to pay to Buyer an increased Pricing Rate to cover Buyer’s increased costs
arising out of or relating to or resulting from such event, and (iii) Buyer shall determine,
solely based on such event and in its sole discretion, whether pursuant to such event being
classified as a condition precedent to a Transaction or otherwise, to no longer enter into future
Transactions, (x) Buyer shall remit to Seller the pro rata portion of the Renewal Commitment Fee
paid by Seller for the portion of such term of the Repurchase Agreement during which Buyer shall
have determined to no longer enter into future Transactions and (y) such date of determination
shall be deemed the “Termination Date” for the purpose of calculating the Non-Utilization Fee at
such time which shall be the final Non-Utilization Fee due and owing hereunder.



82









 





     (b) If an event described in Section 3(f) or 3(k) occurs and Seller shall determine, solely
based on such event and in its sole discretion, to no longer enter into future Transactions as a
result of such increased costs, (i) Buyer shall remit to Seller the pro rata portion of the
Renewal Commitment Fee paid by Seller for the portion of such term of the Repurchase Agreement
during which Seller shall have determined to no longer enter into future Transactions and (ii)
such date of determination shall be deemed the “Termination Date” for the purpose of calculating
the Non-Utilization Fee at such time which shall be the final Non-Utilization Fee due and owing
hereunder.



47. AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT; NO NOVATION




     (a) Reserved.



     (b) As of the date first written above, the terms and provisions of the Original Agreement as
amended and restated shall be and hereby are amended, superseded and restated in their entirety by
the terms and provisions of this Agreement.



     (c) Notwithstanding the amendment and restatement of the Original Agreement by this
Agreement, any amounts owing to the Buyer under the Original Agreement whether on account of
Transactions or otherwise which remain outstanding as of the date hereof, shall constitute
Obligations owing hereunder. This Agreement is given in substitution for the Original Agreement,
and not as payment of the obligations of the Seller thereunder, and is in no way intended to
constitute a novation of the Original Agreement.



     (d) Upon the effectiveness of this Agreement on the date first written above, unless the
context otherwise requires, each reference to the Original Agreement in any of the Program
Documents and in each document, instrument or agreement executed and/or delivered in connection
therewith shall mean and be a reference to this Agreement. Except as expressly modified as of the
date hereof, all of the other Program Documents shall remain in full force and effect and are
hereby ratified and confirmed.



48. ENTIRE AGREEMENT




     This Agreement and the other Program Documents embody the entire agreement and understanding
of the parties hereto and thereto and supersede any and all prior agreements, arrangements and
understandings relating to the matters provided for herein and therein. 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.



[SIGNATURE PAGE FOLLOWS]






83









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 
	PHH MORTGAGE CORPORATION, a New Jersey corporation,

as Seller

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



Address for Notices:

1 Mortgage Way

Mail Stop PCLG

Mt. Laurel, New Jersey 08054

Attention: Mark Johnson

Telecopier No.: (856) 917-0107

Telephone No.: (856) 917-0813




with a copy to:




3000 Leadenhall Road

Mt. Laurel, New Jersey 08054

Attention: General Counsel

Fax Number: 856-917-7295

E-mail: legalnotice@phhmail.com




and:




SNR Denton US LLP

Two World Financial Center

New York, NY 10281

Attention: E. Lee Smith

Phone Number: 212-768-6938

Fax Number: 212-768-6800




Signature Page to Third Amended and Restated Master Repurchase Agreement





 









 








	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND, PLC

as Buyer and Agent, as applicable

By: RBS Securities Inc., its Agent

 	 	 
	By:  	 	 	 
	 	Name:  	Regina Abayev 	 	 
	 	Title:  	Director 	 	 
	 



Address for Notices:




c/o The Royal Bank of Scotland plc

600 Washington Blvd.

Stamford, Connecticut 06901

Attention: James Esposito/Legal

Telephone No.: (203) 897-6072

Telecopier No.: (203) 873-4072




with copies to:




Matthew Shepherd/Mortgage Operations

Telephone No.: (203) 897-2049

Telecopier No.: (203) 873-3308




James Raezer

Telephone: (203) 897-6030

Telecopier: (203) 873-5072




Regina Abayev

Telephone (310) 750-2075

Telecopier: (203) 873-5072




Signature Page to Third Amended and Restated Master Repurchase Agreement





 









 








ANNEX I




BUYER ACTING AS AGENT




     This Annex I forms a part of the Third Amended and Restated Master Repurchase Agreement dated
as of June 24, 2011 (the “Agreement”) between PHH Mortgage Corporation and The Royal Bank
of Scotland plc. This Annex I sets forth the terms and conditions governing all transactions in
which Buyer selling assets or buying assets, as the case may be (“Agent”), in a Transaction
is acting as agent for one or more third parties (each, a “Principal”). Capitalized terms
used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement.




	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









 












	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.






(a) In the event that Agent proposes to act for more than one Principal hereunder,
Agent and the other party shall elect whether (i) to treat Transactions under the
Agreement as transactions entered into on behalf of separate Principals or (ii) to
aggregate such Transactions as if they were transactions by a single Principal.
Failure to make such an election in writing shall be deemed an election to treat
Transactions under the Agreement as transactions on behalf of a single Principal.




(b) In the event that Agent and the other party elect (or are deemed to elect) to
treat Transactions under the Agreement as transactions on behalf of separate
Principals, the parties agree that (i) Agent will provide the other party, together
with the notice described in Section 2(b) of this Annex I, notice specifying the
portion of each Transaction allocable to the account of each of the Principals for
which it is acting (to the extent that any such Transaction is allocable to the
account of more than one Principal); (ii) the portion of any individual Transaction
allocable to each Principal shall be deemed a separate Transaction under the
Agreement; (iii) the margin maintenance obligations of Seller under Section 6(a) of
the Agreement shall be determined on a Transaction by Transaction basis (unless the
parties agree to determine such obligations on a Principal by Principal basis); and
(iv) Buyer’s remedies under the Agreement upon the occurrence of an Event of Default
shall be determined as if Agent had entered into a separate Agreement with the other
party on behalf of each of its Principals.




(c) In the event that Agent and the other party elect to treat Transactions under
the Agreement as if they were transactions by a single Principal, the parties agree
that (i) Agent’s notice under Section 2(b) of this Annex I need only identify the
names of its Principals but not the portion of each Transaction allocable to each
Principal’s account; (ii) the margin maintenance obligations of Seller under Section
6(a) of the Agreement shall, subject to any greater requirement imposed by
applicable law, be determined on an aggregate basis for all Transactions entered
into by Agent on behalf of any Principal; and (iii) Buyer’s remedies upon the
occurrence of an Event of Default shall be determined as if all Principals were a
single Buyer.



Annex I-2









 






(d) Notwithstanding any other provision of the Agreement (including, without
limitation, this Annex I), the parties agree that any Transactions by Agent on
behalf of an employee benefit plan under ERISA shall be treated as Transactions on
behalf of separate Principals in accordance with Section 4(b) of this Annex I (and
all margin maintenance obligations of the parties shall be determined on a
Transaction by Transaction basis).




	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




REPRESENTATIONS AND WARRANTIES RE: ASSETS



     As to each Asset that is subject to a Transaction hereunder (and the related Mortgage, Note,
Assignment of Mortgage and Mortgaged Property), Seller shall be deemed to make the following
representations and warranties to Buyer as of the Purchase Date and as of each date such Asset is
subject to a Transaction:



I. Eligible Loans




     (a) Loans as Described. The information set forth in the Asset Schedule, the
Undocumented Loan Schedule, the Correspondent Loan Schedule and the Wet Loan Schedule, as
applicable, with respect to the Loan is complete, true and correct in all material respects.



     (b) Payments Current. The first Monthly Payment shall have been made prior to the
second scheduled Monthly Payment becoming due.



     (c) No Outstanding Charges. There are no defaults in complying with the terms of the
Mortgage securing the Loan, and all taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for
every such item which remains unpaid and which has been assessed but is not yet due and payable.
Neither Seller nor the Qualified Originator from which Seller acquired the Loan has advanced funds,
or induced, solicited or knowingly received any advance of funds by a party other than the
Mortgagor, directly or indirectly, for the payment of any amount required under the Loan, except
for interest accruing from the date of the Note or date of disbursement of the proceeds of the
Loan, whichever is more recent, to the day which precedes by one month the Due Date of the first
installment of principal and interest thereunder.



     (d) Original Terms Unmodified. The terms of the Note and Mortgage have not been
impaired, waived, altered or modified in any respect, from the date of origination; except by a
written instrument which has been recorded, if necessary to protect the interests of Buyer, and
which has been delivered to the Custodian and the terms of which are reflected in the Asset
Schedule. The substance of any such waiver, alteration or modification has been approved by the
title insurer, to the extent required by the title insurance policy, and its terms are reflected on
the Asset Schedule. No Mortgagor in respect of the Loan has been released, in whole or in part,
except in connection with an assumption agreement approved by the title insurer, to the extent
required by such policy, and which assumption agreement is part of the Mortgage File delivered to
the Custodian and the terms of which are reflected in the Asset Schedule.



     (e) No Defenses. The Loan is not subject to any right of rescission, set-off,
counterclaim or defense, including without limitation the defense of usury, nor will the operation
of any of the terms of the Note or the Mortgage, or the exercise of any right thereunder, render
either the Note or the Mortgage unenforceable, in whole or in part and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor in
respect of the Loan was a debtor in any state or Federal bankruptcy or insolvency proceeding at the
time the Loan was originated.



Schedule 1-A-1









 





     (f) Hazard Insurance. The Mortgaged Property is insured by a fire and extended perils
insurance policy, issued by a Qualified Insurer, and such other hazards as are customary in the
area where the Mortgaged Property is located, and to the extent required by Seller as of the date
of origination consistent with the Underwriting Guidelines and the Agency Guidelines, against
earthquake and other risks insured against by Persons operating like properties in the locality of
the Mortgaged Property, in an amount not less than the greatest of (i) 100% of the replacement cost
of all improvements to the Mortgaged Property, (ii) the outstanding principal balance of the Loan,
(iii) the amount necessary to avoid the operation of any co-insurance provisions with respect to
the Mortgaged Property, and consistent with the amount that would have been required as of the date
of origination in accordance with the Underwriting Guidelines or (iv) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such property on a
replacement cost basis. If any portion of the Mortgaged Property is in an area identified by any
federal Governmental Authority as having special flood hazards, and flood insurance is available, a
flood insurance policy meeting the current guidelines of the Federal Emergency Management Agency is
in effect with a generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (1) the outstanding principal balance of the Loan, (2) the full insurable
value of the Mortgaged Property, and (3) the maximum amount of insurance available under the
National Flood Insurance Act of 1968, as amended and the Flood Disaster Protection Act of 1973, as
amended. All such insurance policies (collectively, the “hazard insurance policy”) contain a
standard mortgagee clause naming Seller, its successors and assigns (including without limitation,
subsequent owners of the Loan), as mortgagee, and may not be reduced, terminated or canceled
without thirty (30) days’ prior written notice to the mortgagee. No such notice has been received
by Seller. All premiums due and owing on such insurance policy have been paid. The related
Mortgage obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to
do so, authorizes the mortgagee to maintain such insurance at the Mortgagor’s cost and expense and
to seek reimbursement therefor from such Mortgagor. Where required by state law or regulation, the
Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance,
provided the policy is not a “master” or “blanket” hazard insurance policy covering a condominium,
or any hazard insurance policy covering the common facilities of a planned unit development. The
hazard insurance policy is the valid and binding obligation of the insurer and is in full force and
effect. Seller has not engaged in, and has no knowledge of the Mortgagor’s having engaged in, any
act or omission which would impair the coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of either including, without limitation, no
unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or
will be received, retained or realized by any attorney, firm or other Person, and no such unlawful
items have been received, retained or realized by Seller.



     (g) Compliance with Applicable Laws. Any and all requirements of any federal, state
or local law including, without limitation, usury, truth-in-lending, all applicable predatory and
abusive lending, real estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the origination and servicing of such Loan have been
complied with, the consummation of the transactions contemplated hereby will not involve the
violation of any such laws or regulations, if such violation or noncompliance would (i) reasonably
be expected (either individually or in the aggregate) to have a Material Adverse Effect, (ii) have
a material and adverse effect on the value of such Mortgage Loan or (iii) prevent



Schedule 1-A-2









 




the sale of such Mortgage Loan to an Agency or otherwise in the secondary market, and Seller
shall maintain or shall cause its agent to maintain in its possession, available for the inspection
of Buyer, and shall deliver to Buyer, upon two Business Days’ request, evidence of compliance with
all such requirements.




     (h) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission other than in the case of a
release of a portion of the land comprising a Mortgaged Property or a release of a blanket Mortgage
which release will not cause the Loan to fail to satisfy the Underwriting Guidelines. Seller has
not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform
such action would cause the Loan to be in default, nor has Seller waived any default resulting from
any action or inaction by the Mortgagor.



     (i) Location and Type of Mortgaged Property. The Mortgaged Property is located in the
state identified in the Asset Schedule and consists of a single parcel of real property with a
detached or attached single family residence erected thereon, or a two- to four-family dwelling, or
an individual condominium unit in a condominium project, or an individual unit in a planned unit
development or a de minimis planned unit development, or a townhome, provided, however, that any
condominium unit, planned unit development, attached single family residence or townhome shall
conform with the applicable Agency requirements regarding such dwellings, that a de minimis
percentage of the Loans may be Cooperative Loans and that no residence or dwelling is a mobile home
or a manufactured dwelling. No portion of the Mortgaged Property is used for commercial purposes;
provided, however, if such Loan satisfies the Agency Guidelines, no more than 30%
of the Mortgaged Property is used for commercial purposes.



     (j) Valid Lien. The Mortgage is a valid, subsisting, enforceable and perfected first
lien and first priority security interest with respect to each Loan on the real property included
in the Mortgaged Property, including all buildings on the Mortgaged Property and all installations
and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to
such buildings, and all additions, alterations and replacements made at any time with respect to
the foregoing and with respect to Cooperative Loans, including the Proprietary Lease and the
Cooperative Shares. The lien of the Mortgage is subject only to:




     (1) the lien of current real property taxes and assessments not yet due and payable;




     (2) covenants, conditions and restrictions, rights of way, easements and other matters
of the public record as of the date of recording acceptable to prudent mortgage lending
institutions generally and specifically referred to in the lender’s title insurance policy
delivered to the originator of the Loan and (a) referred to or otherwise considered in the
appraisal made for the originator of the Loan or (b) which do not adversely affect the
Appraised Value of the related Mortgaged Property set forth in such appraisal; and




     (3) other matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the



Schedule 1-A-3









 




Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.



Any security agreement, chattel mortgage or equivalent document related to and delivered in
connection with the Loan establishes and creates a valid, subsisting and enforceable first lien and
first priority security interest with respect to each Loan on the property described therein and
Seller has full right to pledge and assign the same to Buyer. The Mortgaged Property was not, as
of the date of origination of the Loan, subject to a mortgage, deed of trust, deed to secure debt
or other security instrument creating a lien subordinate to the lien of the Mortgage.




     (k) Validity of Mortgage Documents. The Note and the Mortgage and any other agreement
executed and delivered by a Mortgagor or guarantor, if applicable, in connection with a Loan are
genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and
to general equity principles. All parties to the Note, the Mortgage and any other such related
agreement had legal capacity to enter into the Loan and to execute and deliver the Note, the
Mortgage and any such agreement, and the Note, the Mortgage and any other such related agreement
have been duly and properly executed by such related parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Loan has taken place on the
part of any Person, including, without limitation, the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the origination of the Loan. Seller has reviewed all of
the documents constituting the Servicing File and has made such inquiries as it deems necessary to
make and confirm the accuracy of the representations set forth herein. The related Note shall not
have been extinguished under relevant state law in connection with a judgment of foreclosure or
foreclosure sale or otherwise.



     (l) Full Disbursement of Proceeds. The proceeds of the Loan have been fully disbursed
and there is no further requirement for future advances thereunder, and any and all requirements as
to completion of any on-site or off-site improvement and as to disbursements of any escrow funds
therefor have been complied with. All costs, fees and expenses incurred in making or closing the
Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund
of any amounts paid or due under the Note or Mortgage.



     (m) Ownership. Seller is the sole owner and holder of the Loan. All Loans acquired
by Seller from third parties (including affiliates) were acquired in a true and legal sale pursuant
to which such third party sold, transferred, conveyed and assigned to Seller all of its right,
title and interest in, to and under such Loan and retained no interest in such Loan. In connection
with such sale, such third party received reasonably equivalent value and fair consideration and,
in accordance with GAAP and for federal income tax purposes, reported the sale of such Loan to
Seller as a sale of its interests in such Loan. The Loan is not assigned or pledged, and Seller
has good, indefeasible and marketable title thereto, and has full right to transfer, pledge and
assign the Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest, other than an encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest that will be released simultaneously
with payment of the Purchase Price for such Mortgage Loan, and has full right and authority subject
to no interest or participation of, or agreement with, any other party, to assign, transfer and
pledge each Loan



Schedule 1-A-4









 




pursuant to this Agreement and following the pledge of each Loan, Buyer will hold such Loan
free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest except any such security interest created pursuant to the terms of this
Agreement.




     (n) Doing Business. All parties which have had any interest in the Loan, whether as
mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and
disposed of such interest, were) (i) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either
(A) organized under the laws of such state, (B) qualified to do business in such state, (C) a
federal savings and loan association, a savings bank or a national bank having a principal office
in such state or (D) not doing business in such state.



     (o) LTV. As of the date of origination of the Loan, the LTV and CLTV (if applicable)
are as identified on the Asset Schedule.



     (p) Title Insurance. The Loan is covered by either (i) an attorney’s opinion of title
and abstract of title, the form and substance of which is acceptable to prudent mortgage lending
institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an
ALTA lender’s title insurance policy or other generally acceptable form of policy or insurance
acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title
insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring Seller, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Loan, subject only to
the exceptions contained in paragraph (j) of this Schedule 1, and in the case of Adjustable Rate
Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from
the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity
to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title
insurance policy affirmatively insures ingress and egress and against encroachments by or upon the
Mortgaged Property or any interest therein. The title policy does not contain any special
exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete
the standard survey exception or to replace the standard survey exception with a specific survey
reading. Seller, its successors and assigns, are the sole insureds of such lender’s title
insurance policy, and such lender’s title insurance policy is valid and remains in full force and
effect and will be in force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender’s title insurance policy, and no prior
holder or servicer of the related Mortgage, including Seller, has done, by act or omission,
anything which would impair the coverage of such lender’s title insurance policy, including,
without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value
of any kind has been or will be received, retained or realized by any attorney, firm or other
Person, and no such unlawful items have been received, retained or realized by Seller. The Seller
has in its possession either the original policy of title insurance (or a commitment for title
insurance, if the policy is being held by the title insurance company pending recordation of the
Mortgage) or an attorney’s opinion of title.



Schedule 1-A-5









 





     (q) No Defaults. There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Note and no event has occurred which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and neither Seller nor its predecessors have waived any
default, breach, violation or event of acceleration.



     (r) No Mechanics’ Liens. At origination, there were no mechanics’ or similar liens or
claims which have been filed for work, labor or material (and no rights are outstanding that under
the law could give rise to such liens) affecting the Mortgaged Property which are or may be liens
prior to, or equal or coordinate with the lien of the Mortgage.



     (s) Location of Improvements; No Encroachments. All improvements which were
considered in determining the Appraised Value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part
of the Mortgaged Property is in violation of any applicable zoning and building law, ordinance or
regulation.



     (t) Origination; Payment Terms. To the extent required, the Loan was originated by or
in conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings
bank, a commercial bank, credit union, insurance company or similar banking institution which is
supervised and examined by a federal or state authority. Monthly Payments on the Loan commenced no
more than sixty (60) days after funds were disbursed in connection with the Loan. The Mortgage
Interest Rate is adjusted, with respect to Adjustable Rate Loans, on each Interest Rate Adjustment
Date to equal the Index plus the Gross Margin (rounded up or down to the nearest .125%), subject to
the Mortgage Interest Rate Cap. With respect to each Loan that is not an Interest Only Loan, the
Mortgage Note is payable on the first day of each month in equal monthly installments of principal
and interest, which installments of interest, with respect to an Adjustable Rate Mortgage Loan, are
subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date,
with interest calculated and payable in arrears, sufficient to amortize the Asset fully by the
stated maturity date, over an original term of not more than forty (40) years from commencement of
amortization.



     (u) Customary Provisions. The Note has a stated maturity. The Mortgage contains
customary and enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by
trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Loan
and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,
the holder of the Loan will be able to deliver good and merchantable title to the Mortgaged
Property. There is no homestead or other exemption available to a Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the
Mortgage.



     (v) Conformance with Underwriting Guidelines, Agency Guidelines and Agency Standards.
Either the Loan was underwritten in Strict Compliance with the Agency Guidelines



Schedule 1-A-6









 




or is a Jumbo A Credit Loan. The Loan was underwritten in Strict Compliance with the
applicable Underwriting Guidelines. The Note and Mortgage are on forms similar to those used by
Freddie Mac or Fannie Mae and Seller has not made any representations to a Mortgagor that are
inconsistent with the mortgage instruments used.




     (w) Occupancy of the Mortgaged Property. As of the Purchase Date the Mortgaged
Property is either vacant or lawfully occupied under applicable law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made or obtained from the
appropriate authorities. Seller has not received written notification from any governmental
authority that the Mortgaged Property is in material non-compliance with such laws or regulations,
is being used, operated or occupied unlawfully or has failed to have or obtain such inspection,
licenses or certificates, as the case may be. Seller has not received notice of any violation or
failure to conform with any such law, ordinance, regulation, standard, license or certificate.
Except as otherwise set forth in the Asset Schedule, the Mortgagor represented at the time of
origination of the Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s
primary residence.



     (x) No Additional Collateral. The Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in clause (j) above.



     (y) Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee,
authorized and duly qualified under applicable law to serve as such, has been properly designated
and currently so serves and is named in the Mortgage, and no fees or expenses are or will become
payable by the Custodian or Buyer to the trustee under the deed of trust, except in connection with
a trustee’s sale after default by the Mortgagor.



     (z) Delivery of Mortgage Documents. If the Loan is a Dry Loan, the Note, the
Mortgage, the Assignment of Mortgage (other than for a MERS Loan) and any other documents required
to be delivered under the Applicable Custodial Agreement for each Loan have been delivered to the
Custodian. Seller is in possession of a complete, true and materially accurate Mortgage File in
compliance with the Applicable Custodial Agreement, except for such documents the originals of
which have been delivered to the Custodian.



     (aa) Transfer of Loans. The Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is
located.



     (bb) Due-On-Sale. The Mortgage contains an enforceable provision for the acceleration
of the payment of the unpaid principal balance of the Loan in the event that the Mortgaged Property
is sold or transferred without the prior written consent of the mortgagee thereunder.



     (cc) No Buydown Provisions; No Graduated Payments or Contingent Interests. The Loan
does not contain provisions pursuant to which Monthly Payments are paid or partially paid



Schedule 1-A-7









 




with funds deposited in any separate account established by Seller, the Mortgagor, or anyone
on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any
other similar provisions which may constitute a “buydown” provision. The Loan is not a graduated
payment mortgage loan and the Loan does not have a shared appreciation or other contingent interest
feature.




     (dd) Consolidation of Future Advances. Any future advances made to the Mortgagor
prior to the origination of the Loan have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest
rate and single repayment term. The lien of the Mortgage securing the consolidated principal
amount is expressly insured as having first lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence
acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the
original principal amount of the Loan.



     (ee) Mortgaged Property Undamaged. The Mortgaged Property (and with respect to any
Cooperative Loan, the Cooperative Unit) is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged
Property as security for the Loan or the use for which the premises were intended and each
Mortgaged Property is in good repair. There have not been any condemnation proceedings with
respect to the Mortgaged Property and Seller has no knowledge of any such proceedings.



     (ff) Collection Practices; Escrow Deposits: Interest Rate Adjustments. The
origination and collection practices used by the originator, each servicer of the Loan and Seller
with respect to the Loan have been in all material respects in compliance with Accepted Servicing
Practices, applicable laws and regulations, and have been in all respects legal and proper. With
respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or
under the control of, Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All Escrow Payments have been
collected in full compliance with state and federal law. An escrow of funds is not prohibited by
applicable law and has been established in an amount sufficient to pay for every item that remains
unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments
or other charges or payments due Seller have been capitalized under the Mortgage or the Note. All
Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law
and the terms of the related Note. Any interest required to be paid pursuant to state, federal and
local law has been properly paid and credited.



     (gg) Conversion to Fixed Interest Rate. With respect to Adjustable Rate Loans, the
Loan is not convertible to a fixed interest rate Loan.



     (hh) Other Insurance Policies. No action, inaction or event has occurred and no state
of facts exists or has existed that has resulted or will result in the exclusion from, denial of,
or defense to coverage under any applicable special hazard insurance policy, PMI Policy or
bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the
placement of any such insurance, no improper commission, fee, or other compensation has been or
will be received by Seller or by any officer, director, or employee of Seller or any designee of



Schedule 1-A-8









 




Seller or any corporation in which Seller or any officer, director, or employee had a
financial interest at the time of placement of such insurance.




     (ii) Servicemembers’ Civil Relief Act. The Mortgagor has not notified Seller, and
Seller has no knowledge, of any relief requested by or granted to the Mortgagor under the
Servicemembers’ Civil Relief Act.



     (jj) Appraisal. Except where the Agency Guidelines exempt certain Eligible Loans from
this requirement, the Mortgage File contains an appraisal of the related Mortgaged Property signed
prior to the approval of the Loan application by a qualified appraiser, duly appointed by Seller or
the Qualified Originator, who had no interest, direct or indirect in the Mortgaged Property or in
any loan made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
Mae or Freddie Mac and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act
of 1989 as amended and the regulations promulgated thereunder, all as in effect on the date the
Loan was originated. All Property inspections were conducted in a manner consistent with the
Agency Guidelines.



     (kk) Disclosure Materials. The Mortgagor has executed a statement to the effect that
the Mortgagor has received all disclosure materials required by applicable law with respect to the
making of adjustable rate mortgage loans, and Seller maintains such statement in the Mortgage File.



     (ll) Construction or Rehabilitation of Mortgaged Property. No Loan was made in
connection with the construction or rehabilitation of a Mortgaged Property or facilitating the
trade-in or exchange of a Mortgaged Property.



     (mm) No Defense to Insurance Coverage. No action has been taken or failed to be
taken, no event has occurred and no state of facts exists or has existed on or prior to the
Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will
result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due thereunder to the
insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud
of Seller, the related Mortgagor or any party involved in the application for such coverage,
including the appraisal, plans and specifications and other exhibits or documents submitted
therewith to the insurer under such insurance policy, or for any other reason under such coverage,
but not including the failure of such insurer to pay by reason of such insurer’s breach of such
insurance policy or such insurer’s financial inability to pay.



     (nn) Capitalization of Interest. The Note does not by its terms provide for the
capitalization or forbearance of interest.



     (oo) No Equity Participation. No document relating to the Loan provides for any
contingent or additional interest in the form of participation in the cash flow of the Mortgaged
Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness
evidenced by the Note is not convertible to an ownership interest in the Mortgaged



Schedule 1-A-9









 




Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly,
any equity of any form in the Mortgaged Property or the Mortgagor.




     (pp) Withdrawn Loans. If the Loan has been released to Seller pursuant to a Request
for Release as permitted under Section 7 of the Applicable Custodial Agreement, then the promissory
note relating to the Loan was returned to the Custodian within ten (10) Business Days (or if such
tenth day was not a Business Day, the next succeeding Business Day).



     (qq) No Exception. Other than as noted by the Custodian on the Exception Report, no
Exception (as defined in the Applicable Custodial Agreement) with respect to the Loan, if such Loan
is a Dry Loan, which would materially adversely affect the Loan or Buyer’s security interest,
granted by Seller, in the Loan as determined by Buyer in its sole discretion.



     (rr) Qualified Originator. The Loan has been originated by, and, if applicable,
purchased by Seller from, a Qualified Originator.



     (ss) Mortgage Submitted for Recordation. The Mortgage (other than for a MERS Loan)
has been submitted for recordation in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.



     (tt) [Reserved.]



     (uu) Acceptable Investment. No specific circumstances or conditions exist with
respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing
that should reasonably be expected to (i) cause private institutional investors which invest in
Loans similar to the Loan to regard the Loan as an unacceptable investment, (ii) cause the Loan to
be more likely to become past due in comparison to similar Loans, or (iii) adversely affect the
value or marketability of the Loan in comparison to similar Loans.



     (vv) Environmental Matters. The Mortgaged Property is free from any and all toxic or
hazardous substances and there exists no violation of any local, state or federal environmental
law, rule or regulation.



     (ww) Ground Leases. With respect to each ground lease to which the Mortgaged Property
is subject (a “Ground Lease”): (i) the Mortgagor is the owner of a valid and subsisting
interest as tenant under the Ground Lease; (ii) the Ground Lease is in full force and effect,
unmodified and not supplemented by any writing or otherwise; (iii) all rent, additional rent and
other charges reserved therein have been paid to the extent they are payable to the date hereof;
(iv) the Mortgagor enjoys the quiet and peaceful possession of the estate demised thereby, subject
to any sublease; (v) the Mortgagor is not in default under any of the terms thereof and there are
no circumstances which, with the passage of time or the giving of notice or both, would constitute
an event of default thereunder; (vi) the lessor under the Ground Lease is not in default under any
of the terms or provisions thereof on the part of the lessor to be observed or performed; (vii) the
lessor under the Ground Lease has satisfied all of its repair or construction obligations, if any,
to date pursuant to the terms of the Ground Lease; (viii) the remaining term of the Ground Lease
extends not less than five (5) years following the maturity date of such Loan; and (ix) the
execution, delivery and performance of the Mortgage do not require the



Schedule 1-A-10









 




consent (other than those consents which have been obtained and are in full force and effect)
under, and will not contravene any provision of or cause a default under, the Ground Lease.




     (xx) Value of Mortgaged Property. Seller has no knowledge of any circumstances
existing that should reasonably be expected to adversely affect the value or the marketability of
the Mortgaged Property or the Loan or to cause the Loan to prepay during any period materially
faster or slower than the Loans originated by Seller generally.



     (yy) HOEPA. No Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or any other comparable
term, no matter how defined under any federal, state or local law, (c) subject to any comparable
federal, state or local statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a
High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard &
Poor’s LEVELS® Glossary Revised, Appendix E).



     (zz) No Predatory Lending. No predatory, abusive or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without regard for the
mortgagor’s ability to repay the Loan and the extension of credit to a mortgagor which has no
tangible net benefit to the mortgagor, were employed in connection with the origination of the
Loan.



     (aaa) Georgia Mortgage Loans. No Loan which is secured by a Mortgaged Property which
is located in the state of Georgia was originated prior to March 7, 2004.



     (bbb) Cooperative Loans. With respect to each Cooperative Loan, (i) the term of the
related Proprietary Lease is longer than the term of the Cooperative Loan, (ii) there is no
provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative
Shares owned by such Mortgagor first to the Cooperative Corporation, (iii) there is no prohibition
in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease
and (iv) the recognition agreement is on a form of agreement published by the Aztech Document
Systems, Inc. or includes provisions which are no less favorable to the lender than those contained
in such agreement.



     (ccc) Cooperative Filings. With respect to each Cooperative Loan, each original UCC
financing statement, continuation statement or other governmental filing or recordation necessary
to create or preserve the perfection and priority of the first priority lien and security interest
in the Cooperative Shares and Proprietary Lease has been timely and properly made. Any security
agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to
Seller or its designee establishes in Seller a valid and subsisting perfected first lien on and
security interest in the Mortgaged Property described therein, and Seller has full right to sell
and assign the same.



     (ddd) Cooperative Assignment. With respect to each Cooperative Loan, each acceptance
of assignment and assumption of lease agreement contains enforceable provisions such as to render
the rights and remedies of the holder thereof adequate for the realization of the



Schedule 1-A-11









 




benefits of the security provided thereby. The acceptance of assignment and assumption of
lease agreement contains an enforceable provision for the acceleration of the payment of the unpaid
principal balance of the Note in the event the Cooperative Unit is transferred or sold without the
consent of the holder thereof.




     (eee) MERS Loans. With respect to each MERS Loan, a Mortgage Identification Number
has been assigned by MERS and such Mortgage Identification Number is accurately provided on the
Asset Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded.
With respect to each MERS Loan, Seller has not received any notice of liens or legal actions with
respect to such Loan and no such notices have been electronically posted by MERS.



     (fff) Reserved.



     (ggg) Third Party Takeout Loans. With respect to each Third Party Takeout Loan, (i)
the Loan is subject to a Takeout Commitment with a Takeout Investor that is approved by Buyer, (ii)
such Takeout Commitment is enforceable, and in full force and effect, (iii) such related Takeout
Commitment is validly and effectively assigned to Buyer pursuant to a Trade Assignment, and (iv)
such Trade Assignment is enforceable, and in full force and effect.



     (hhh) Agency Takeout Loans. With respect to each Agency Takeout Loan, the Loan is an
Agency Eligible Loan, and is subject to a Takeout Commitment with a Takeout Investor that is an
Agency.



     (iii) Early Purchase Program Loans. With respect to each Early Purchase Program Loan,
(i) the Loan is an Agency Eligible Loan, (ii) such Loan is pooled with other Early Purchase Program
Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (iii) the Related Security
is subject to a Trade Assignment, (iv) the applicable Ginnie Mae documents list Buyer as sole
subscriber with respect to the Related Security, and (v) to the extent applicable, such Loan is
being serviced by Seller or a Subservicer having all Approvals necessary to make such Loan eligible
to back such Related Security.



     (jjj) Takeout Commitment. Each Early Purchase Program Loan that in each case is
subject to a Takeout Commitment, (i) does not exceed the availability under such Takeout Commitment
(taking into consideration mortgage loans or securities, as applicable, which have been purchased
by the respective Takeout Investor under the Takeout Commitment), (ii) conforms to the requirements
and the specifications set forth in such Takeout Commitment and the related regulations, rules,
requirements and/or handbooks of the applicable Takeout Investor, and (iii) is eligible for sale
to, and insurance or guaranty by, respectively, the applicable Takeout Investor and applicable
Agency, if any. Each such Takeout Commitment is enforceable, in full force and effect. Each
Security is subject to a Trade Assignment and such Trade Assignment is enforceable and in full
force and effect. Each Takeout Commitment and Trade Assignment is a legal, valid and binding
obligation of Seller enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). and



Schedule 1-A-12









 





     (kkk) FHA Mortgage Insurance. VA Loan Guaranty. With respect to each FHA Loan, either
(i) such FHA Loan has been submitted to and not rejected by the FHA or HUD, as applicable, and is
eligible for and pending receipt of the FHA Mortgage Insurance Contract or (ii) such FHA Loan is
covered by a FHA Mortgage Insurance Contract which is in full force and effect and there exists no
impairment to full recovery without indemnity to HUD under FHA Mortgage Insurance. With respect to
each VA Loan, either (i) such VA Loan has been submitted to and not rejected by the VA and is
eligible for and pending receipt of the VA Loan Guaranty Agreement or (ii) such VA Loan is subject
to a VA Loan Guaranty Agreement which is in full force and effect to the maximum extent stated
therein, as applicable. With respect to each FHA Loan or VA Loan (i) all necessary steps have been
taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the
binding, valid and enforceable obligation of the FHA and the VA, respectively, to the full extent
thereof, without surcharge, set-off or defense, (ii) such Loan is insured, or eligible to be
insured, pursuant to the National Housing Act or is guaranteed, or eligible to be guaranteed, under
the provisions of Chapter 37 of Title 38 of the United States Code, as applicable, (iii) with
respect to each FHA insurance certificate or VA guaranty certificate, Seller has complied with
applicable provisions of the insurance for guaranty contract and federal statutes and regulations,
all premiums or other charges due in connection with such insurance or guarantee have been paid,
there has been no act or omission which would or may invalidate any such insurance or guaranty, and
the insurance or guaranty is, or when issued, will be, in full force and effect with respect to
such Loan, (iv) Seller has no knowledge of any defenses, counterclaims, or rights of setoff
affecting such Loan or affecting the validity or enforceability of any private mortgage insurance
or FHA Mortgage Insurance or VA Loan Guaranty with respect to such Loan, and (v) Seller has no
knowledge of any circumstance which would cause such Loan to be ineligible for FHA Mortgage
Insurance or a VA Loan Guaranty, as applicable, or cause FHA or VA to deny or reject the related
Mortgagor’s application for FHA Mortgage Insurance or a VA Loan Guaranty, respectively.



     Notwithstanding anything contained herein to the contrary, if the representations and
warranties set forth in Schedules 1-B or 1-C conflict with the representations and warranties set
forth in this Schedule 1-A, the representations and warranties set forth in Schedules 1-B and 1-C,
as applicable, shall control.



II. Representations and Warranties with respect to Securities




     (a) Compliance with Applicable Laws. Each Security has been validly issued, and is
fully paid and non assessable, and has been issued in compliance with all applicable laws,
including without limitation, the applicable Agency Guide.



     (b) No Encumbrances. There are (i) no outstanding rights, options, warrants or
agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with
any Security, (ii) no agreements on the part of the Seller to issue, sell or distribute the
Securities, and (iii) no obligations on the part of the Seller (contingent or otherwise) to
purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend
or make any distribution in respect of the Securities, in each case other than the agreements with
the Agencies or the relevant Takeout Investors.



Schedule 1-A-13









 





     (c) Unencumbered Assets. The Securities are unencumbered (other than Liens created in
favor of Buyer pursuant to this Agreement and Liens created by or through Buyer).



     (d) Proper Form. The Securities are in uncertificated form and held through the
facilities of the applicable Depository.



     (e) Trade Assignment. The Security is subject to a valid, binding and subsisting
Trade Assignment enforceable in accordance with its terms.



Schedule 1-A-14









 





Schedule 1-B




REPRESENTATIONS AND WARRANTIES RE: FANNIE MAE LOANS



Fannie Mae Loans


As to each Loan that is subject to a Transaction hereunder that is to be sold to Fannie Mae (and
the related Mortgage, Note, Assignment of Mortgage and Mortgaged Property), Seller shall be deemed
to make to Buyer, as of the Purchase Date and as of each date such Loan is subject to a Transaction
hereunder, each of the representations, warranties and covenants required by Fannie Mae in
connection with any loan sale to or securitization through Fannie Mae as in effect on the date
hereof as if fully set forth herein (which representations, warranties and covenants shall
automatically be updated to reflect any amendments, supplements, additions or other modifications
thereto adopted by Fannie Mae from time to time).





Schedule 1-B-1









 








Schedule 1-C




REPRESENTATIONS AND WARRANTIES RE: FREDDIE MAC LOANS



Freddie Mac Loans


As to each Loan that is subject to a Transaction hereunder that is to be sold to Freddie Mac (and
the related Mortgage, Note, Assignment of Mortgage and Mortgaged Property), Seller shall be deemed
to make to Buyer, as of the Purchase Date and as of each date such Loan is subject to a Transaction
hereunder, each of the representations, warranties and covenants required by Freddie Mac in
connection with any loan sale to or securitization through Freddie Mac as in effect on the date
hereof as if fully set forth herein (which representations, warranties and covenants shall
automatically be updated to reflect any amendments, supplements, additions or other modifications
thereto adopted by Freddie Mac from time to time).





Schedule 1-C-1









 








Schedule 2




Filing Jurisdictions and Offices



New Jersey (Department of Treasury)



Schedule 2-1









 





Schedule 3




Relevant States



All 50 States and the District of Columbia



Schedule 3-1









 





Schedule 4




Subsidiaries



	 	 	 
	 	 	Jurisdiction of
	 	 	Incorporation
	Name of Subsidiary	 	or Formation
	 	 	 
	Axiom Financial, LLC

	 	UT
	Cartus Home Loans, LLC

	 	DE
	Century 21 Mortgage Corporation

	 	MA
	Coldwell Banker Home Loans, LLC

	 	DE
	Coldwell Banker Mortgage Corporation

	 	MA
	Domain Distinctive Property Finance Corporation

	 	MA
	ERA Home Loans, LLC

	 	DE
	ERA Mortgage Corporation

	 	MA
	Instamortgage.com Corporation

	 	MD
	Landover Mortgage, LLC (50%)

	 	WA
	Long 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)

	 	NY
	MortgageSave.com Corporation

	 	MA
	NE Moves Mortgage, LLC

	 	MA
	Pacific Access Mortgage, LLC (50%)

	 	HI
	PHH Broker Partner Corporation

	 	MD
	PHH Corporate Services, Inc.

	 	DE
	PHH 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)

	 	DE
	PHH Mortgage Capital LLC

	 	DE
	PHH Mortgage Services Corporation

	 	MD
	PHH Sub 1 Inc.

	 	DE
	Preferred Mortgage Group, LLC

	 	DE
	Princeton Commercial Lending, Inc.

	 	CA
	RMR Financial, LLC (dba Princeton Capital; Mortgage California)

	 	CA






Schedule 4-1









 






Schedule 5




Litigation



None




Schedule 5-1











 





Schedule 6

Approved Originators




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






Schedule 6-1









 






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






Schedule 6-2









 






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






Schedule 6-3









 






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






Schedule 6-4









 






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






Schedule 6-5









 






	 	 	 	 	 
	Originator	 	add date
	Metropolitan Home Mortgage Inc.
	 	 	8/27/2010	 
	MetAmerica Mortgage Bankers, Inc.
	 	 	8/27/2010	 
	MegaStar Financial Corp.
	 	 	8/27/2010	 
	Hallmark Home Mortgage, LLC
	 	 	8/27/2010	 
	First Colony Mortgage Corp.
	 	 	8/27/2010	 
	Crestline Funding Corporation
	 	 	8/27/2010	 
	Classic Home Financial, Inc.
	 	 	8/27/2010	 
	Buffalo Federal Savings Bank
	 	 	8/27/2010	 
	Aurora Mortgage LLC
	 	 	8/27/2010	 
	Atlantis Mortgage Co.,Inc.
	 	 	8/27/2010	 
	Array Financial Group, Inc.
	 	 	8/27/2010	 
	West Town Savings Bank
	 	 	8/13/2010	 
	Unifirst Mortgage Corporation
	 	 	8/13/2010	 
	Tidewater Mortgage Services, Inc.
	 	 	8/13/2010	 
	Shamrock Financial Corporation
	 	 	8/13/2010	 
	Priority Financial Services, LLC
	 	 	8/13/2010	 
	NJ Lenders Corporation
	 	 	8/13/2010	 
	NFM, Inc.
	 	 	8/13/2010	 
	Mortgage Research Center, LLC
	 	 	8/13/2010	 
	MCS Mortgage Bankers, Inc.
	 	 	8/13/2010	 
	Marketplace Home Mortgage LLC
	 	 	8/13/2010	 
	Group 2000 Real Estate Services Inc.
	 	 	8/13/2010	 
	Continental Home Loans, Inc.
	 	 	8/13/2010	 
	Affiliated Financial Group, LLC
	 	 	8/13/2010	 
	Watson Mortgage Corporation
	 	 	8/6/2010	 
	Suburban Mortgage, Inc.
	 	 	8/6/2010	 
	Republic State Mortgage Co.
	 	 	8/6/2010	 
	Liberty First Credit Union
	 	 	8/6/2010	 
	L&G Mortgagebanc, Inc.
	 	 	8/6/2010	 
	Guarantee Mortgage Corporation
	 	 	8/6/2010	 
	First Equity Mortgage Bankers, Inc.
	 	 	8/6/2010	 
	First Choice Bank
	 	 	8/6/2010	 
	First Centennial Mortgage Corporation
	 	 	8/6/2010	 
	Chemical Bank
	 	 	8/6/2010	 
	Broker Solutions, Inc. dba New American Funding
	 	 	8/6/2010	 
	Broker Solutions, Inc.
	 	 	8/6/2010	 
	BluFi Direct Mortgage Corporation
	 	 	8/6/2010	 
	America’s Mortgage, LLC
	 	 	8/6/2010	 
	4Trust Mortgage, Inc.
	 	 	8/6/2010	 
	Summit Mortgage Corporation
	 	 	7/29/2010	 
	Strategic Mortgage Co.
	 	 	7/29/2010	 
	Stifel Bank and Trust
	 	 	7/29/2010	 
	River City Mortgage & Financial, LLC
	 	 	7/29/2010	 
	Residential Bancorp
	 	 	7/29/2010	 
	Market Mortgage Co LTD
	 	 	7/29/2010	 
	First Bank
	 	 	7/29/2010	 
	Excel Mortgage Servicing, Inc.
	 	 	7/29/2010	 
	Borel Private Bank & Trust Company
	 	 	7/29/2010	 
	Advisors Mortgage Group LLC
	 	 	7/29/2010	 
	Wholesale Capital Corporation
	 	 	7/23/2010	 
	Waterstone Mortgage Corporation
	 	 	7/23/2010	 






Schedule 6-6









 






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






Schedule 6-7









 






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






Schedule 6-8









 






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






Schedule 6-9









 






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






Schedule 6-10









 






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






Schedule 6-11









 






	 	 	 	 	 
	Originator	 	add date
	North Jersey Federal Credit Union
	 	 	4/3/2009	 
	Gallup Federal Credit Union
	 	 	4/3/2009	 
	Credit Union Financial Services of Hawaii, LLC
	 	 	4/3/2009	 
	Ameriserv Financial, Inc. dba Ameriserv Financial Bank
	 	 	4/3/2009	 
	Sioux Falls Federal Credit Union
	 	 	3/26/2009	 
	Dillon Employees’ Credit Union
	 	 	3/26/2009	 
	Novation Credit Union
	 	 	3/20/2009	 
	Roanoke Postal Employees’ Federal Credit Union
	 	 	3/16/2009	 
	PPL GOLD Credit Union
	 	 	3/6/2009	 
	Family Advantage Federal Credit Union
	 	 	3/6/2009	 
	Wave Federal Credit Union
	 	 	3/2/2009	 
	Steuben Trust Company
	 	 	3/2/2009	 
	Five Star Credit Union
	 	 	3/2/2009	 
	Credit Union One
	 	 	3/2/2009	 
	Central City Credit Union (formerly Point Plus Credit Union)
	 	 	3/2/2009	 
	Cornerstone Bank
	 	 	2/17/2009	 
	Benchmark Mortgage, Inc.
	 	 	2/17/2009	 
	Wheatland Bank
	 	 	2/9/2009	 
	St. Paul Postal Employees Credit Union dba Postal Credit Union
	 	 	1/23/2009	 
	United 1st Federal Credit Union
	 	 	1/16/2009	 
	Fairmont Credit Union
	 	 	1/16/2009	 
	SunSouth Bank
	 	 	1/15/2009	 
	I-C Federal Credit Union
	 	 	12/12/2008	 
	The Bank of Jackson
	 	 	10/10/2008	 
	Community First Credit Union of Florida
	 	 	10/10/2008	 
	Coldwell Banker Southeast Mortgage Company, Inc. (Coldwell Banker Prestige Homes)
	 	 	10/10/2008	 
	Coastal Community Bank dba Coastal Community Mortgage
	 	 	10/10/2008	 
	Mortgage Solutions, LLC
	 	 	9/26/2008	 
	Coldwell Banker Select Funding, Inc. (Coldwell Banker Select Professionals)
	 	 	9/26/2008	 
	Beehive Federal Credit Union
	 	 	9/26/2008	 
	North Iowa Community Credit Union
	 	 	9/18/2008	 
	General Mills Federal Credit Union
	 	 	9/12/2008	 
	CMCF, Inc. dba Carolina Mortgage Co. of Fayetteville
	 	 	9/12/2008	 
	Century 21 Advantage Loans, Inc. (Century 21 Weaver & Assoc.)
	 	 	9/12/2008	 
	Air Academy Federal Credit Union
	 	 	9/12/2008	 
	The Honor State Bank
	 	 	9/5/2008	 
	Potlatch No. 1 Federal Credit Union
	 	 	9/5/2008	 
	Commerce National Bank
	 	 	9/5/2008	 
	Twin Star Credit Union
	 	 	8/7/2008	 
	Rocky Mountain Bank
	 	 	8/7/2008	 
	First Texas Bank
	 	 	8/7/2008	 
	Fairmont Federal Credit Union
	 	 	8/7/2008	 
	Washington State Employees Credit Union dba One Washington Financial
	 	 	6/26/2008	 
	Russell Country Federal Credit Union (Credit UnionSource)
	 	 	6/26/2008	 
	Members Mortgage Company, Inc.
	 	 	6/26/2008	 
	Little Horn State Bank
	 	 	6/26/2008	 
	Gesa Credit Union
	 	 	6/26/2008	 
	Corps of Engineers Federal Credit Union
	 	 	6/26/2008	 
	Coldwell Banker Murphy Home Loans, Inc. dba Premier Lending services, Inc. (Coldwell Banker
Premier Real Estate)
	 	 	6/26/2008	 
	Coldwell 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 date
	Coldwell Banker Arrow Group Mortgage Services, Inc. dba Buena Vista Mortgage (Coldwell Banker
Preferred, Realtors/Coldwell Banker America West/Coldwell Banker Riverlakes)
	 	 	6/20/2008	 
	Arrow Group Mortgage Services, Inc. dba Westwind Mortgage (Coldwell Banker Preferred,
Realtors/Coldwell Banker America West/Coldwell Banker Riverlakes)
	 	 	6/20/2008	 
	Ouachita Valley Federal Credit Union
	 	 	6/13/2008	 
	Lancaster Red Rose Credit Union
	 	 	6/6/2008	 
	Century 21 Brooks Ballard Mortgage, LLC
	 	 	6/2/2008	 
	Seattle Metropolitan Credit Union
	 	 	5/16/2008	 
	S & T Bank
	 	 	5/16/2008	 
	First Community Bank of Crawford County
	 	 	5/16/2008	 
	Tuscaloosa Credit Union
	 	 	5/12/2008	 
	TriStone Community Bank
	 	 	5/12/2008	 
	GME Enterprises, Inc. dba GME Mortgage
	 	 	5/12/2008	 
	Quoin Financial Bank dba First State Bank of Miller
	 	 	4/30/2008	 
	Landmark Mortgage
	 	 	4/30/2008	 
	Heritage Trust Federal Credit Union
	 	 	4/30/2008	 
	Best of Iowa Community Credit Union
	 	 	4/30/2008	 
	May Plant Credit Union
	 	 	4/25/2008	 
	Highlands Independent Bank
	 	 	4/25/2008	 
	Century 21 Century Mortgage Funding, LLC dba Century Funding (Century 21 Prestige Realty Group)
	 	 	4/25/2008	 
	Beehive Federal Credit Union
	 	 	4/25/2008	 
	AFC, Inc. dba American Financial Services
	 	 	4/25/2008	 
	Western SeCredit Unionrity Bank
	 	 	4/3/2008	 
	Utah Community Credit Union
	 	 	4/3/2008	 
	Idaho Central Credit Union
	 	 	4/3/2008	 
	Devere Mortgage Corp.
	 	 	4/3/2008	 
	Coastal Community Bank
	 	 	4/3/2008	 
	Members Mortgage Co., Inc. (Credit UnionSO)
	 	 	2/25/2008	 
	Inland Northwest Bank
	 	 	2/25/2008	 
	Academy Mortgage Corporation
	 	 	2/25/2008	 
	PBS Mortgage Corp.
	 	 	2/11/2008	 
	Home Mortgage Resources, Inc.
	 	 	2/11/2008	 
	First National Bank of Central Florida
	 	 	2/11/2008	 
	Coldwell Banker Regent Home Mortgage, LLC dba Regent Home Mortgage (Coldwell Banker Homesale)
	 	 	2/11/2008	 
	Members Financial Services, LLC (Credit UnionSO)
	 	 	2/6/2008	 
	Intero Real Estate Services, Inc. dba Intero Mortgage
	 	 	2/6/2008	 
	Century 21 Mid-Atlantic Mortgage Group, LLC
	 	 	2/6/2008	 
	Mid-Atlantice Mortgage Group, LLC
	 	 	2/1/2008	 
	American Sterling Bank
	 	 	1/22/2008	 
	Emery Federal Credit Union
	 	 	1/14/2008	 
	The Family First Federal Credit Union
	 	 	1/11/2008	 
	Moutain Empire Federal Credit Union (Member Options)
	 	 	1/11/2008	 
	Destin First Bank
	 	 	1/11/2008	 
	Carolina Bank
	 	 	1/11/2008	 
	VP Partners, Inc. dba Back Bay Funding
	 	 	1/4/2008	 
	Mason-McDuffie Mortgage Corporation
	 	 	1/4/2008	 
	MAS Associates, LLC dba Equity Mortgage
	 	 	12/17/2007	 
	Foundation First Bank (Name Change from Western State Bank 5/22/09)
	 	 	 	 
	1st Advantage Federal Credit Union
	 	 	 	 
	1st Constitution Bank
	 	 	 	 
	1st Elite Home loans
	 	 	 	 






Schedule 6-13









 






	 	 	 	 	 
	Originator	 	add date
	1st National Bank of Artesia
	 	 	 	 
	1st New Mexico Bank
	 	 	 	 
	1st New Mexico Bank of Silver City
	 	 	 	 
	1st SeCredit Unionrity Bank of Washington
	 	 	 	 
	360 Federal Credit Union
	 	 	 	 
	AAL Member Credit Union
	 	 	 	 
	A-B Credit Union
	 	 	 	 
	ABBOTT LABORATORIES ECredit Union
	 	 	 	 
	ABCO Federal Credit Union
	 	 	 	 
	Aberdeen Proving Ground Federal Credit Union
	 	 	 	 
	ABNB Federal Credit Union
	 	 	 	 
	Acacia Fed Savings
	 	 	 	 
	Advantage Plus Federal Credit Union
	 	 	 	 
	ADVANTIS Credit Union
	 	 	 	 
	Affinity Credit Union
	 	 	 	 
	AFG Employees Credit Union
	 	 	 	 
	Alantec Financial Federal Credit Union
	 	 	 	 
	ALCOA Employees Credit Union
	 	 	 	 
	ALLCO Credit Union
	 	 	 	 
	Allegent Community Federal Credit Union
	 	 	 	 
	Alliant Credit Union
	 	 	 	 
	Allstate Financial Services, Inc.
	 	 	 	 
	Alternatives Federal Credit Union
	 	 	 	 
	AmBank
	 	 	 	 
	AMCORE Bank , N.A.
	 	 	 	 
	American Bank of the North
	 	 	 	 
	American Heritage Federal Credit Union
	 	 	 	 
	American Home Bank
	 	 	 	 
	American Marine Bank
	 	 	 	 
	American Momentum Bank
	 	 	 	 
	American State Bank
	 	 	 	 
	Animas Credit Union
	 	 	 	 
	ARC Federal Credit Union
	 	 	 	 
	Arizona Federal Credit Union
	 	 	 	 
	Arlington Virginia Federal Credit Union
	 	 	 	 
	Armstrong Employees Local No. 164 Credit Unio
	 	 	 	 
	Army Aviation Center Federal Credit Union
	 	 	 	 
	Artisan Mortgage, LLC
	 	 	 	 
	Artisans Savings Bank
	 	 	 	 
	Associates Credit Union
	 	 	 	 
	Atlantic Federal Credit Union
	 	 	 	 
	Atlantic Stewardship Bank
	 	 	 	 
	AURGROUP Financial Credit Union
	 	 	 	 
	Avanta Federal Credit Union
	 	 	 	 
	Axiom Financial LLC
	 	 	 	 
	Axiom Financial LLC d/b/a Rocky Mountain Mortgage Loans
	 	 	 	 
	Banco Popular
	 	 	 	 
	Bank of Akron
	 	 	 	 
	Bank of Essex
	 	 	 	 
	Bank of Monticello
	 	 	 	 
	Bank of Rantoul
	 	 	 	 






Schedule 6-14









 






	 	 	 	 	 
	Originator	 	add date
	Bank of the Bluegrass & Trust Co.
	 	 	 	 
	Bank of Whitman
	 	 	 	 
	Bank Trust
	 	 	 	 
	BankAtlantic
	 	 	 	 
	BATON ROUGE TELCO Federal Credit Union
	 	 	 	 
	Baxter Credit Union
	 	 	 	 
	Bay Area Credit Union, Inc.
	 	 	 	 
	BAYER EFederal Credit Union
	 	 	 	 
	Baylands Federal Credit Union
	 	 	 	 
	Beacon Credit Union
	 	 	 	 
	Beacon Mortgage Company LLC
	 	 	 	 
	Bear Paw Credit Union
	 	 	 	 
	Bellwood Federal Credit Union
	 	 	 	 
	BERRIEN TEACHERS Credit Union
	 	 	 	 
	BFG Federal Credit Union
	 	 	 	 
	Big Island 1013 Federal Credit Union
	 	 	 	 
	Big Sky Federal Credit Union
	 	 	 	 
	Billings Federal Credit Union
	 	 	 	 
	Bitterroot Community Federal Credit Union
	 	 	 	 
	Border Trust Company
	 	 	 	 
	Bossier Federal Credit Union
	 	 	 	 
	Bradford National Bank
	 	 	 	 
	Brightstar Credit Union
	 	 	 	 
	Bronco Federal Credit Union
	 	 	 	 
	Bulldog Federal Credit Union
	 	 	 	 
	BULL’S EYE Credit Union
	 	 	 	 
	Burnet Home Loans
	 	 	 	 
	BUTLER ARMCO ECredit Union
	 	 	 	 
	Byron Bank
	 	 	 	 
	C & O Federal Credit Union
	 	 	 	 
	C&F Mortgage Corporation
	 	 	 	 
	California Bank & Trust
	 	 	 	 
	Call Federal Credit Union
	 	 	 	 
	Cambridge Mortgage Corporation
	 	 	 	 
	Campus Federal Credit Union
	 	 	 	 
	Campus USA Credit Union
	 	 	 	 
	Capital Communications Federal Credit Union
	 	 	 	 
	Capital Credit Union
	 	 	 	 
	Capitol Bank
	 	 	 	 
	Capitol View Credit Union
	 	 	 	 
	Cartus Home Loans LLC
	 	 	 	 
	Catoosa Teachers Federal Credit Union
	 	 	 	 
	Central Bank
	 	 	 	 
	Central Florida Healthcare Federal Credit Union
	 	 	 	 
	CENTRAL KANSAS CREDIT UNION
	 	 	 	 
	Central Pacific Home Loans
	 	 	 	 
	Central States Mortgage Co.
	 	 	 	 
	Central Valley Community Bank
	 	 	 	 
	Centris Federal Credit Union
	 	 	 	 
	Century 21 Advantage
	 	 	 	 
	Century 21 Along the River Properties
	 	 	 	 






Schedule 6-15









 






	 	 	 	 	 
	Originator	 	add date
	Century 21 American Heritage (Lower Burrell Office)
	 	 	 	 
	Century 21 Century 21 Mortgage Corporation
	 	 	 	 
	Century 21 Century 21 Mortgage, LLC
	 	 	 	 
	Century 21 Century Mortgage Company dba Central Lending Company (Century 21 Realty Group Hagan)
	 	 	 	 
	Century 21 Clements Realty
	 	 	 	 
	Century 21 Donald Staley — Fredericksburg, VA
	 	 	 	 
	Century 21 Erma Adams
	 	 	 	 
	Century 21 River Oaks Maselle (Germantown)
	 	 	 	 
	CFederal Credit Union Community Credit Union
	 	 	 	 
	Chambers Bank of North Arkansas
	 	 	 	 
	Charles Schwab Bank
	 	 	 	 
	Charlottesville Postal Federal Credit Union
	 	 	 	 
	Chartway Federal Credit Union
	 	 	 	 
	Chatham Federal Credit Union
	 	 	 	 
	Chessie Federal Credit Union
	 	 	 	 
	Choice One Federal Credit Union
	 	 	 	 
	Citizens Bank
	 	 	 	 
	Citizens Bank of Las Cruces
	 	 	 	 
	Citizens Bank of Mukwonago
	 	 	 	 
	CITIZENS FIRST CREDIT UNION
	 	 	 	 
	Citizens State Bank
	 	 	 	 
	Citizens Tri-County Bank
	 	 	 	 
	Clearview Federal Credit Union
	 	 	 	 
	CLOVERBELT Credit Union
	 	 	 	 
	Coast Line Credit Union
	 	 	 	 
	Code Credit Union
	 	 	 	 
	Colban Funding, Inc.
	 	 	 	 
	Coldwell Banker Howell — NRT
	 	 	 	 
	Coldwell Banker Lawrenceburg NRT
	 	 	 	 
	Coldwell Banker Sacramento-Metro — NRT
	 	 	 	 
	Coldwell Banker Schaumburg — NRT
	 	 	 	 
	Coldwell Banker Short Hills — NRT
	 	 	 	 
	Coldwell Banker Triad, Realtors-Winston Salem-Stratford Rd
	 	 	 	 
	Coldwell Banker Bedminster — NRT
	 	 	 	 
	Coldwell Banker Home Loans LLC
	 	 	 	 
	Coldwell Banker Mortgage Corporation
	 	 	 	 
	Coldwell Banker Mortgage, LLC
	 	 	 	 
	Colleague Services Corporation
	 	 	 	 
	Collins Credit Union
	 	 	 	 
	Columbia Credit Union
	 	 	 	 
	Columbia River Bank
	 	 	 	 
	Columbia State Bank
	 	 	 	 
	Combustion Federal
	 	 	 	 
	Comdial Charlottesville Federal Credit Union
	 	 	 	 
	Commercial Bank
	 	 	 	 
	Commercial Bank & Trust
	 	 	 	 
	Commonwealth Bank
	 	 	 	 
	Commonwealth One Federal Credit Union
	 	 	 	 
	Community 1st Credit Union
	 	 	 	 
	Community 1st Federal Credit Union
	 	 	 	 
	Community Bank
	 	 	 	 






Schedule 6-16









 






	 	 	 	 	 
	Originator	 	add date
	Community Credit Union of Wausau
	 	 	 	 
	COMMUNITY FINANCIAL MEMBERS Federal Credit Union
	 	 	 	 
	Community First Bank
	 	 	 	 
	Compliance Loans Only
	 	 	 	 
	Comstar Federal Credit Union
	 	 	 	 
	ComTrust Federal Credit Union — CT
	 	 	 	 
	Congressional Bank
	 	 	 	 
	ConnectiCredit Uniont River Bank, NA
	 	 	 	 
	Connects Federal Credit Union
	 	 	 	 
	CO-OP Credit Union
	 	 	 	 
	Cooperative Center Federal Credit Union
	 	 	 	 
	Coosa Valley Federal Credit Union
	 	 	 	 
	CorePlus Federal Credit Union
	 	 	 	 
	Cornerstone Community Federal Credit Union
	 	 	 	 
	Cornerstone Credit Union
	 	 	 	 
	Cornerstone Federal Credit Union
	 	 	 	 
	Cornerstone Financial Credit Union
	 	 	 	 
	Cornerstone Mortgage Group, LLC
	 	 	 	 
	Corporate America Family Federal Credit Union
	 	 	 	 
	Cottonwood Mort, LLC
	 	 	 	 
	County of Henrico Federal Credit Union
	 	 	 	 
	C-Plant Federal Credit Union
	 	 	 	 
	CPM Federal Credit Union
	 	 	 	 
	Credit Union Mortgage Service
	 	 	 	 
	Credit Union of Georgia
	 	 	 	 
	Credit Union Services, LLC
	 	 	 	 
	Credit Union West
	 	 	 	 
	Credit UnionC Mortgage Corporation
	 	 	 	 
	Credit UnionLAS Corporation
	 	 	 	 
	Credit Unionmberland Co. Teachers Federal Credit Union
	 	 	 	 
	Credit Unionmorah Credit Union
	 	 	 	 
	Credit Unionrrie State Bank
	 	 	 	 
	Credit Unionrtis Mortgage Company, Inc.
	 	 	 	 
	Credit UnionSO of Middle Tennessee, Inc.
	 	 	 	 
	Cross Valley Federal Credit Union
	 	 	 	 
	Dade County Federal Credit Union
	 	 	 	 
	Daniels-Sheridan Federal Credit Union
	 	 	 	 
	Decatur Bank and Trust Company
	 	 	 	 
	Decatur State Bank
	 	 	 	 
	Deere Employee Credit Union
	 	 	 	 
	Delta Employees Credit Union
	 	 	 	 
	Department of Commerce Federal Credit Union
	 	 	 	 
	Des Moines Metro Credit Union
	 	 	 	 
	Des Moines Police Officers Credit Union
	 	 	 	 
	Devere Capital Corp.
	 	 	 	 
	Dexsta Federal Credit Union
	 	 	 	 
	DHCredit Union Community Credit Union
	 	 	 	 
	DOMINION Credit Union
	 	 	 	 
	Dover Federal Credit Union
	 	 	 	 
	Du Trac Credit Union
	 	 	 	 
	Dubuque Teachers Credit Union
	 	 	 	 






Schedule 6-17









 






	 	 	 	 	 
	Originator	 	add date
	Dupaco Community Credit Union
	 	 	 	 
	DuPont Community Credit Union
	 	 	 	 
	DuPont Fibers Federal Credit Union
	 	 	 	 
	E Choice Solutions LLC
	 	 	 	 
	E Federal Credit Union
	 	 	 	 
	Eastern Utah Community Federal Credit Union
	 	 	 	 
	Easton Bank & Trust
	 	 	 	 
	Educational Employees Credit Union
	 	 	 	 
	Einbinder Management Mortgage Corporation
	 	 	 	 
	Elkhart County Farm Bureau Credit Union
	 	 	 	 
	Elkhorn Federal Credit Union
	 	 	 	 
	Embassy Financial Services, Inc.
	 	 	 	 
	Emory Alliance Credit Union
	 	 	 	 
	ENDEAVOR Federal Credit Union
	 	 	 	 
	Enterprise Bank, N.A.
	 	 	 	 
	ERA Home Loans, LLC
	 	 	 	 
	ERA Mortgage Corporation
	 	 	 	 
	ERA Norman Realty
	 	 	 	 
	ERA Queen City Realty
	 	 	 	 
	Ericson Employees Federal Credit Union
	 	 	 	 
	Erie Shores Credit Union, Inc.
	 	 	 	 
	Etowah Valley Federal Credit Union
	 	 	 	 
	Evansville Teachers Federal Credit Union
	 	 	 	 
	FAA First Federal Credit Union
	 	 	 	 
	FAA Western Federal Credit Union
	 	 	 	 
	Fairfax County Employees Credit Union
	 	 	 	 
	Fallon County Federal Credit Union
	 	 	 	 
	FAMILY SECredit UnionRITY Credit Union
	 	 	 	 
	Farmers & Merchants Bank
	 	 	 	 
	Farmers & Merchants National Bank
	 	 	 	 
	Farmers Bank
	 	 	 	 
	Fed Star Federal Credit Union
	 	 	 	 
	FedEx Employees Credit Association Federal Credit Union
	 	 	 	 
	Fergus County Federal Credit Union
	 	 	 	 
	FIMI, Inc.
	 	 	 	 
	Financial Plus Credit Union
	 	 	 	 
	Fire Fighters Credit Union
	 	 	 	 
	First Alliance Credit Union
	 	 	 	 
	First Arkansas Valley Bank
	 	 	 	 
	First Bank & Trust Co.
	 	 	 	 
	First Class Credit Untion
	 	 	 	 
	First Collinsville Bank
	 	 	 	 
	First Community Credit Union
	 	 	 	 
	First Community Credit Union of Beloit
	 	 	 	 
	First County Bank
	 	 	 	 
	First Day Financial Credit Union
	 	 	 	 
	First Farmers State Bank of Minier
	 	 	 	 
	First Federal Credit Union
	 	 	 	 
	First Financial Bank, N.A.
	 	 	 	 
	First Financial of Maryland Credit Union
	 	 	 	 
	First Florida Credit Union
	 	 	 	 






Schedule 6-18









 






	 	 	 	 	 
	Originator	 	add date
	First Guaranty Bank
	 	 	 	 
	First Heritage Financial Corporation
	 	 	 	 
	First Horizon Home Loan Corporation
	 	 	 	 
	First International Bank
	 	 	 	 
	First Merchants Bank of Central Indiana, N.A.
	 	 	 	 
	First Merchants Bank, NA
	 	 	 	 
	First Midwest Bank of Dexter
	 	 	 	 
	First Mortgage Services Inc.
	 	 	 	 
	First National Bank
	 	 	 	 
	First National Bank & Trust
	 	 	 	 
	First National Bank in Exeter
	 	 	 	 
	First National Bank Minnesota
	 	 	 	 
	First National Bank of Chester County
	 	 	 	 
	First National Bank of Crossett
	 	 	 	 
	First National Bank of Montana
	 	 	 	 
	First National Bank of Portland
	 	 	 	 
	First National Bank of Santa Fe
	 	 	 	 
	First National Beatrice Bank & Trust
	 	 	 	 
	First Place Bank
	 	 	 	 
	First SeCredit Unionrity Bancorp
	 	 	 	 
	First SeCredit Unionrity Bank of Bozeman
	 	 	 	 
	First South Credit Union
	 	 	 	 
	First Southern Bank
	 	 	 	 
	First State Bank
	 	 	 	 
	First State Bank — Russellville, AR
	 	 	 	 
	First State Bank of Socorro
	 	 	 	 
	First USA Federal Svgs. Bank
	 	 	 	 
	First Western Bank & Trust
	 	 	 	 
	Firstcity Mortgage Corp.
	 	 	 	 
	FirstCo Mortgage Corp.
	 	 	 	 
	Flathead Bank of Bigfork
	 	 	 	 
	Flathead Credit Union
	 	 	 	 
	Flint Creek Valley Bank
	 	 	 	 
	Florida Commerce Credit Union
	 	 	 	 
	Fort Belvoir Federal Credit Union
	 	 	 	 
	Fort Community Credit Union
	 	 	 	 
	Fort Lee Federal Credit Union
	 	 	 	 
	Fort Norfolk Federal Credit Union
	 	 	 	 
	FOUNDERS FEDERAL CREDIT UNION
	 	 	 	 
	Frances SloCredit Unionm Bank and Trust
	 	 	 	 
	Franklin Bank & Trust Company
	 	 	 	 
	Franklin Templeton Bk
	 	 	 	 
	Fresno County Federal Credit Union
	 	 	 	 
	Front Royal Federal Credit Union
	 	 	 	 
	Frontier Savings Bank
	 	 	 	 
	FULTON COUNTY Federal Credit Union
	 	 	 	 
	GA Power Northwest Federal
	 	 	 	 
	Garden Plain State Bank
	 	 	 	 
	Gateway Bank FSB
	 	 	 	 
	Gateway Metro Credit Union
	 	 	 	 
	GCS Federal Credit Union
	 	 	 	 






Schedule 6-19









 






	 	 	 	 	 
	Originator	 	add date
	GE Money Bank
	 	 	 	 
	GEICO Federal Credit Union
	 	 	 	 
	General Mortgage Corp.
	 	 	 	 
	Generic Wholesale Credit Union
	 	 	 	 
	Genesee Regional Bank
	 	 	 	 
	Georgia Heritage Federal Credit Union
	 	 	 	 
	Georgia Methodist Federal Credit Union
	 	 	 	 
	Georgia Power Valdosta Credit Union
	 	 	 	 
	Georgia’s Own Credit Union
	 	 	 	 
	Glacier Bank
	 	 	 	 
	Glendive BN Federal Credit Union
	 	 	 	 
	Glendive Public Employees Federal Credit Union
	 	 	 	 
	Glenwood State Bank
	 	 	 	 
	Golden Empire Mortgage dba GEM Mortgage
	 	 	 	 
	Golden Plains Credit Union
	 	 	 	 
	Goldenwest Credit Union
	 	 	 	 
	Grafton State Bank
	 	 	 	 
	Granite Community Bank, N.A.
	 	 	 	 
	Great Basin Bank of Nevada
	 	 	 	 
	Great Country Mortgage Bankers
	 	 	 	 
	Great River Federal Credit Union
	 	 	 	 
	Great Western Bank
	 	 	 	 
	Greater Iowa Credit Union
	 	 	 	 
	Greater Warren Community Federal Credit Union
	 	 	 	 
	Greenwood Credit Union
	 	 	 	 
	Griffith & Blair, LLC
	 	 	 	 
	Group One Mortgage Corporation
	 	 	 	 
	Guardian Federal Credit Union
	 	 	 	 
	Gulf States Mort, LLC
	 	 	 	 
	Hamera Corp. dba First Capital
	 	 	 	 
	Hamilton County School Employees Credit Union
	 	 	 	 
	Hampton City Employees Credit Union
	 	 	 	 
	Hampton Roads Educators Credit Union Inc
	 	 	 	 
	Hampton Virginia Federal Credit Union
	 	 	 	 
	Hartford Federal Credit Union
	 	 	 	 
	Health Center Credit Union
	 	 	 	 
	Heart of Louisiana Federal Credit Union
	 	 	 	 
	Heartland Credit Union
	 	 	 	 
	HELENA COMMUNITY Credit Union
	 	 	 	 
	HerCredit Unionles Credit Union
	 	 	 	 
	Heritage Bank & Trust
	 	 	 	 
	Heritage Bank, Inc.
	 	 	 	 
	Heritage Family Credit Union
	 	 	 	 
	Hiawatha Bank & Trust Co.
	 	 	 	 
	Highland Federal Savings & Loan Association
	 	 	 	 
	Home Funding Finders
	 	 	 	 
	Home State Bank & Trust Co.
	 	 	 	 
	Homeowners Mortgage Enterprises Inc.
	 	 	 	 
	HomeServices Financial, LLC
	 	 	 	 
	Hometown Bank of Corbin
	 	 	 	 
	HONDA Federal Credit Union
	 	 	 	 






Schedule 6-20









 






	 	 	 	 	 
	Originator	 	add date
	Hoosier Hill Credit Union
	 	 	 	 
	Howard Hanna, LLC
	 	 	 	 
	Hughes Aircraft Employees Federal Credit Union
	 	 	 	 
	Humboldt Bank
	 	 	 	 
	IAA Credit Union
	 	 	 	 
	Idaho State University Federal Credit Union
	 	 	 	 
	IH Mississippi Valley Credit Union
	 	 	 	 
	Industrial Federal Credit Union
	 	 	 	 
	Infinity Federal Credit Union
	 	 	 	 
	InstaMortgage.com
	 	 	 	 
	Integra Bank National Association
	 	 	 	 
	Irwin Bank
	 	 	 	 
	Island Federal Credit Union
	 	 	 	 
	Johnsonville TVA ECredit Union
	 	 	 	 
	Kauai Teachers Federal Credit Union
	 	 	 	 
	Kearney Trust Company
	 	 	 	 
	Keesler Federal Credit Union
	 	 	 	 
	Kellogg Company Employees Federal Credit Union
	 	 	 	 
	Kemba Charleston Federal Credit Union
	 	 	 	 
	Kemba Roanoke Federal Credit Union
	 	 	 	 
	Kennebunk Savings Bank
	 	 	 	 
	Kentucky Employees C.U.
	 	 	 	 
	Key Mortgage Services, Inc.
	 	 	 	 
	Keys Federal Credit Union
	 	 	 	 
	Keystone Lending Group
	 	 	 	 
	Kitsap Federal Credit Union
	 	 	 	 
	Kraft Foods Federal Credit Union
	 	 	 	 
	KV Federal Credit Union
	 	 	 	 
	Lafayette Bank and Trust Company, N.A.
	 	 	 	 
	Lake Region Bank
	 	 	 	 
	Lake State Federal Credit Union
	 	 	 	 
	Lakes Area Federal Credit Union
	 	 	 	 
	Land of Lincoln Credit Union
	 	 	 	 
	Landover Mortgage, LLC
	 	 	 	 
	Laona State Bank
	 	 	 	 
	Leesport Bank
	 	 	 	 
	Legacy Banks
	 	 	 	 
	Legacy Mortgage, LLC
	 	 	 	 
	Lewiston State Bank
	 	 	 	 
	Liberty Alliance Federal Credit Union
	 	 	 	 
	Liberty Bank of Arkansas
	 	 	 	 
	Lincoln County Credit Union
	 	 	 	 
	Linn Area Credit Union
	 	 	 	 
	Loan Link Financial Services
	 	 	 	 
	Loan Link Financial Services-San Diego
	 	 	 	 
	Los Angeles Police Federal Credit Union
	 	 	 	 
	Magnolia Federal Credit Union
	 	 	 	 
	MAINE STATE Credit Union
	 	 	 	 
	Marine Federal Credit Union
	 	 	 	 
	MARSHFIELD MEDICAL CENTER Credit Union
	 	 	 	 
	Marshland Community Federal Credit Union
	 	 	 	 






Schedule 6-21









 






	 	 	 	 	 
	Originator	 	add date
	Maryview Hospital Employee Federal Credit Union
	 	 	 	 
	MAS Associates
	 	 	 	 
	Matanuska Valley Federal Credit Union
	 	 	 	 
	MBank
	 	 	 	 
	MCAS BEAUFORT FEDERAL CREDIT UNION
	 	 	 	 
	MCAS Beaufort Federal Credit Union
	 	 	 	 
	McKenzie Banking Company
	 	 	 	 
	McMillin Real Estate and Mortgage, Inc.
	 	 	 	 
	Mega Capital Funding
	 	 	 	 
	Member One Federal Credit Union
	 	 	 	 
	Member Options, LLC
	 	 	 	 
	Members 1st Federal Credit Union
	 	 	 	 
	Members Alliance Credit Union
	 	 	 	 
	Members Choice Community Credit Union
	 	 	 	 
	MEMBERS COOPERATIVE CREDIT UNION
	 	 	 	 
	MEMBERS1st Community Credit Union
	 	 	 	 
	membersTrust Credit Union
	 	 	 	 
	Mennonite Financial Federal Credit Union
	 	 	 	 
	Merchants & Planters Bank
	 	 	 	 
	Merrill Lynch Credit Corporation
	 	 	 	 
	MetLife Bank, N.A.
	 	 	 	 
	Metro Community Federal Credit Union
	 	 	 	 
	METRO HEALTH SERVICES FEDERAL Credit Union
	 	 	 	 
	Metropolitan National Bank
	 	 	 	 
	Miami Beach Federal Credit Union
	 	 	 	 
	Michigan State University Federal Credit Union
	 	 	 	 
	Mid First Financial Services, LLC
	 	 	 	 
	Mid Wisconsin Bank
	 	 	 	 
	Mid-Atlantic Federal Credit Union
	 	 	 	 
	Midstate Educators Credit Union
	 	 	 	 
	Midwest Community Credit Union
	 	 	 	 
	Midwest Independent Bank
	 	 	 	 
	Midwest Mortgage Partners, LLC
	 	 	 	 
	Mills County State Bank
	 	 	 	 
	Minn Co Credit Union
	 	 	 	 
	MINNESOTA VALLEY Federal Credit Union
	 	 	 	 
	Missouri Electric Cooperatives Employees’ Credit Union
	 	 	 	 
	Mizzou Credit Union
	 	 	 	 
	Montana Federal Credit Union
	 	 	 	 
	Montana First Credit Union
	 	 	 	 
	Montana Health Federal Credit Union
	 	 	 	 
	Monterey County Bank
	 	 	 	 
	Montgomery Bank, N.A.
	 	 	 	 
	Mortgage World Bankers, Inc.
	 	 	 	 
	MortgageSave.com Corporation
	 	 	 	 
	Mosaic Federal Credit Union
	 	 	 	 
	Mountain West Bank
	 	 	 	 
	MSA Mortgage, LLC
	 	 	 	 
	Mutual First Federal Credit Union
	 	 	 	 
	Mutual Savings Credit Union
	 	 	 	 
	Mutual SeCredit Unionrity Credit Union, Inc.
	 	 	 	 






Schedule 6-22









 






	 	 	 	 	 
	Originator	 	add date
	National Bank of Arizona, a National Banking
	 	 	 	 
	Navigator Federal Credit Union
	 	 	 	 
	Navy PWC Norva Federal Credit Union
	 	 	 	 
	Navy Yard Credit Union Inc.
	 	 	 	 
	NE Moves Mortgage Corporation, Inc.
	 	 	 	 
	NE Moves Mortgage LLC
	 	 	 	 
	Nevada Federal Credit Union
	 	 	 	 
	New Horizons Credit Union, Inc.
	 	 	 	 
	New York Community Bank
	 	 	 	 
	Newport News Municipal Empl Credit Union
	 	 	 	 
	Newport News Shipbuilding Employees’ Credit U
	 	 	 	 
	Norfolk Fire Dept. Federal Credit Union
	 	 	 	 
	Norfolk Municipal Employee Credit Union
	 	 	 	 
	North Island Financial Credit Union
	 	 	 	 
	North Valley Bank
	 	 	 	 
	NorthCountry Federal Credit Union
	 	 	 	 
	Northern Federal Credit Union
	 	 	 	 
	Northern Hills Federal Credit Union
	 	 	 	 
	Northern Piedmont Federal Credit Union
	 	 	 	 
	Northern Star Credit Union
	 	 	 	 
	Northern Trust Bk, FSB
	 	 	 	 
	Northview Bank
	 	 	 	 
	Northwest Federal Savings Bank
	 	 	 	 
	Nothnagle Home SeCredit Unionrities Corp.
	 	 	 	 
	NSWC Federal Credit Union
	 	 	 	 
	NWS Federal Credit Union
	 	 	 	 
	OKLAHOMA CENTRAL Credit Union
	 	 	 	 
	Oklahoma Employees Credit Union
	 	 	 	 
	Old Dominion University Credit Union
	 	 	 	 
	Omaha Police Federal Credit Union
	 	 	 	 
	Omaha State Bank
	 	 	 	 
	Omega Federal Credit Union
	 	 	 	 
	Omni Bank
	 	 	 	 
	Option 1 Credit Union
	 	 	 	 
	Oregon Credit Union League
	 	 	 	 
	Oregon Employees Federal Credit Union
	 	 	 	 
	Pacific Alaska Mortgage, Inc.
	 	 	 	 
	Pacific Service Credit Union
	 	 	 	 
	Panhandle State Bank
	 	 	 	 
	Parish National Bank
	 	 	 	 
	Parishioners Federal Credit Union
	 	 	 	 
	Park Community Federal Credit Union
	 	 	 	 
	Park View Federal Credit Union
	 	 	 	 
	Parkway Bank — Crosset
	 	 	 	 
	Parkway Bank — Monticello
	 	 	 	 
	Partners Financial Federal Credit Union
	 	 	 	 
	Patrick & Patricia Reed — Action Realty
	 	 	 	 
	Patriot Bank
	 	 	 	 
	Patriot Federal Credit Union
	 	 	 	 
	Pen Air Federal Credit Union
	 	 	 	 
	PENINSULA COMMUNITY FEDERAL Credit Union
	 	 	 	 






Schedule 6-23









 






	 	 	 	 	 
	Originator	 	add date
	People Bank of Northern Kentucky
	 	 	 	 
	Peoples Advantage Credit Union
	 	 	 	 
	Peoples Bank of Commerce
	 	 	 	 
	Peoples Federal Credit Union
	 	 	 	 
	People’s Mortgage Corporation
	 	 	 	 
	Peoples National Bank
	 	 	 	 
	Peoples State Bank
	 	 	 	 
	PFD Firefighters Credit Union, Inc.
	 	 	 	 
	PHH Home Loans LLC d/b/a Burnet Home Loans
	 	 	 	 
	PHH Home Loans LLC d/b/a Cartus Home Loans
	 	 	 	 
	PHH Home Loans LLC d/b/a Coldwell Banker Home Loans
	 	 	 	 
	PHH Home Loans LLC d/b/a ERA Home Loans
	 	 	 	 
	PHH Home Loans LLC d/b/a Hamera Home Loans (FCAP)
	 	 	 	 
	PHH Home Loans LLC d/b/a Sunbelt Lending Services
	 	 	 	 
	PHH Home Loans, LLC
	 	 	 	 
	PHH Mortgage Services
	 	 	 	 
	Pinnacle Bank
	 	 	 	 
	Pioneer Federal Credit Union
	 	 	 	 
	Pioneer Financial Services, LLC
	 	 	 	 
	Pioneer Mortgage, Inc.
	 	 	 	 
	Placer Sierra Bank
	 	 	 	 
	Plumas Bank
	 	 	 	 
	PortAlliance Federal Credit Union
	 	 	 	 
	Potelco United Credit Union
	 	 	 	 
	Power 1 Credit Union
	 	 	 	 
	POWERCO FEDERAL CREDIT UNION
	 	 	 	 
	Preferred Lending Group, LLC dba PLG Funding
	 	 	 	 
	Preferred Mortgage Group, LLC
	 	 	 	 
	Premier Bank Rochester
	 	 	 	 
	Premier Credit Union
	 	 	 	 
	Premier Financial Credit Union
	 	 	 	 
	PremierWest Bank
	 	 	 	 
	Primary Mortgage Corporation
	 	 	 	 
	Prime Care Credit Union
	 	 	 	 
	Primewest Mortgage Corp.
	 	 	 	 
	Prior Lake State Bank
	 	 	 	 
	Priority Bank
	 	 	 	 
	Progressive Savings Bank
	 	 	 	 
	ProGrowth Bank
	 	 	 	 
	ProGrowth Bank — Gaylord
	 	 	 	 
	Providence Postal Federal Credit Union
	 	 	 	 
	Provident Bank
	 	 	 	 
	PSE Credit Union, Inc.
	 	 	 	 
	Pulaski Mortgage Company
	 	 	 	 
	Queen City Federal Savings Bank
	 	 	 	 
	Rancho Financial, Inc.
	 	 	 	 
	Reliant Community Federal Credit Union
	 	 	 	 
	Republic Bank, Inc.
	 	 	 	 
	Residential Home Loan Center
	 	 	 	 
	RIA Federal Credit Union
	 	 	 	 
	Richland Federal Credit Union
	 	 	 	 






Schedule 6-24









 






	 	 	 	 	 
	Originator	 	add date
	Richmond Community Federal Credit Union
	 	 	 	 
	Ridgestone Bank
	 	 	 	 
	Rimrock Credit Union
	 	 	 	 
	River Region Credit Union
	 	 	 	 
	River Valley Credit Union
	 	 	 	 
	Riverside County’s Credit Union
	 	 	 	 
	RMR Financial LLC
	 	 	 	 
	RMR Financial LLC d/b/a Mortgage California
	 	 	 	 
	RMR Financial LLC d/b/a Princeton Capital
	 	 	 	 
	Roanoke County School Employees Federal Credit Union
	 	 	 	 
	Roanoke Valley Federal Credit Union
	 	 	 	 
	Rochester & Monroe County E Federal Credit Union
	 	 	 	 
	Rogue Federal Credit Union
	 	 	 	 
	RWG Mortgage Company, Inc.
	 	 	 	 
	Ryder System Federal Credit Union
	 	 	 	 
	Saco Valley Federal Credit Union
	 	 	 	 
	Sacramento Credit Union
	 	 	 	 
	SageLink Credit Union
	 	 	 	 
	San Francisco Federal Credit Union
	 	 	 	 
	Sandy Spring National Bank
	 	 	 	 
	Sangamon Schools Credit Union
	 	 	 	 
	Sarasota Coastal Credit Union
	 	 	 	 
	SCORE Federal Credit Union
	 	 	 	 
	Second Bank & Trust
	 	 	 	 
	SeCredit Unionrity State Bank
	 	 	 	 
	SeCredit Unionrity State Bank of Mankato
	 	 	 	 
	SeCredit Unionrity State Mortgage Company
	 	 	 	 
	SEG Federal Credit Union
	 	 	 	 
	SELCO Credit Union
	 	 	 	 
	Selco Federal Credit Union
	 	 	 	 
	Service Corp. Mortgage
	 	 	 	 
	Seven Seventeen Credit Union
	 	 	 	 
	Sheboygan Area Credit Union
	 	 	 	 
	Shoreline Credit Union
	 	 	 	 
	Signature Bank
	 	 	 	 
	Sikorsky Financial Credit Union, Inc.
	 	 	 	 
	Silicon Valley Bank
	 	 	 	 
	Silver State Schools Credit Union
	 	 	 	 
	Simmons First Bank of Hot Springs
	 	 	 	 
	SIU Credit Union
	 	 	 	 
	Sky Federal Credit Union
	 	 	 	 
	Skyline Funding
	 	 	 	 
	Solon State Bank
	 	 	 	 
	SOUND Credit Union
	 	 	 	 
	Southeastern Federal Credit Union
	 	 	 	 
	Southeastern Lending LLC
	 	 	 	 
	Southern Trust Mortgage, LLC
	 	 	 	 
	Southern Utah Federal Credit Union
	 	 	 	 
	SPE Federal Credit Union
	 	 	 	 
	Sperry Marine Federal Credit Union
	 	 	 	 
	Springs Valley Bank & Trust
	 	 	 	 






Schedule 6-25









 






	 	 	 	 	 
	Originator	 	add date
	Spruance Cellophane Credit Union
	 	 	 	 
	SRP Federal Credit Union
	 	 	 	 
	St. Louis Postal Credit Union
	 	 	 	 
	Stamford Federal Credit Union
	 	 	 	 
	Star USA Federal Credit Union
	 	 	 	 
	Starion Financial
	 	 	 	 
	State Bank of Delano
	 	 	 	 
	State Bank of Kimball
	 	 	 	 
	State Bank of Tower
	 	 	 	 
	State Employees Credit Union
	 	 	 	 
	State National Bank
	 	 	 	 
	STCredit Union Credit Union
	 	 	 	 
	Steller Mortgage Corp.
	 	 	 	 
	Summit Bank
	 	 	 	 
	Summit Credit Union
	 	 	 	 
	Summit Financial, LLC
	 	 	 	 
	Sun Federal Credit Union
	 	 	 	 
	Sunbelt Lending Services, Inc.
	 	 	 	 
	SunFirst Bank
	 	 	 	 
	Sunmark Federal Credit Union
	 	 	 	 
	Synthetic Federal Credit Union
	 	 	 	 
	SyraCredit Unionse Cooperative Federal Credit Union
	 	 	 	 
	TD Banknorth, N.A.
	 	 	 	 
	Telco of Florida Federal Credit Union
	 	 	 	 
	Telco-Triad Community Credit Union
	 	 	 	 
	Telhio Credit Union, Inc.
	 	 	 	 
	Tennessee Valley Federal Credit Union
	 	 	 	 
	The American Bank of Nashwauk
	 	 	 	 
	The Citizens Bank
	 	 	 	 
	The Citizens Bank of Clovis NM, A NM State Ba
	 	 	 	 
	The Coca-Cola Company Family Federal Credit Union
	 	 	 	 
	The First National Bank — Vandalia
	 	 	 	 
	The First National Bank of Long Island
	 	 	 	 
	The Lending Company
	 	 	 	 
	The Members Group
	 	 	 	 
	The Municipal Credit Union
	 	 	 	 
	The Northern Trust Co
	 	 	 	 
	The Peoples Bank of Iva
	 	 	 	 
	The SeCredit Unionrity Dollar Bank
	 	 	 	 
	The Stissing National Bank of Pine Plaines
	 	 	 	 
	TIC Federal Credit Union
	 	 	 	 
	Timberland Bank
	 	 	 	 
	TLC FEDERAL CREDIT UNION
	 	 	 	 
	Tooele Federal Credit Union
	 	 	 	 
	Total Community Credit Union
	 	 	 	 
	TowneBank
	 	 	 	 
	Transmission Builders Federal Credit Union
	 	 	 	 
	TransNational Mortgage Corp.
	 	 	 	 
	Transportation Federal Credit Union
	 	 	 	 
	Tri Valley Community Federal Credit Union
	 	 	 	 
	Tri-County Credit Union
	 	 	 	 






Schedule 6-26









 






	 	 	 	 	 
	Originator	 	add date
	True North Federal Credit Union
	 	 	 	 
	TruPoint Bank
	 	 	 	 
	TRUSTAR Federal Credit Union
	 	 	 	 
	Trustmark National Bank
	 	 	 	 
	Twin City Co-ops Federal Credit Union
	 	 	 	 
	TWO HARBORS FEDERAL CREDIT UNION
	 	 	 	 
	U.P. Catholic Credit Union
	 	 	 	 
	U.S. Capital Home Loans
	 	 	 	 
	U.S. Credit Unionstoms Service Federal Credit Union
	 	 	 	 
	UCF Federal Credit Union
	 	 	 	 
	UMB Bank, N.A.
	 	 	 	 
	Union Bank and Trust Company
	 	 	 	 
	Union Bank, N.A.
	 	 	 	 
	Union Center National Bank
	 	 	 	 
	Union Mortgage, Inc.
	 	 	 	 
	Union Pacific Streamliner Federal Credit Union
	 	 	 	 
	Union Square Federal Credit Union
	 	 	 	 
	United Bank
	 	 	 	 
	United Communities National Bank
	 	 	 	 
	United Community Bank
	 	 	 	 
	United Consumer Club
	 	 	 	 
	United Credit Union
	 	 	 	 
	United Federal Credit Union
	 	 	 	 
	UNITED SAVINGS Credit Union
	 	 	 	 
	United Southeast Federal Credit Union
	 	 	 	 
	UNITED TELETECH Federal Credit Union
	 	 	 	 
	UnitedOne Credit Union
	 	 	 	 
	University of Illinois ECredit Union
	 	 	 	 
	University of VA Community ECredit Union
	 	 	 	 
	University of Wisconsin Credit Union
	 	 	 	 
	URW 831 Members Federal Credit Union
	 	 	 	 
	US FEDERAL CREDIT UNION
	 	 	 	 
	USAA Federal Ssavings Bank
	 	 	 	 
	Utah Community Federal Credit Union
	 	 	 	 
	Utilities Credit Union
	 	 	 	 
	VACAP Federal Credit Union
	 	 	 	 
	Valley Credit Union
	 	 	 	 
	Valley Industrial Credit Union
	 	 	 	 
	Valley State Bank
	 	 	 	 
	Vantage Credit Union
	 	 	 	 
	Venta Realty Group, Inc.
	 	 	 	 
	Venture Bank
	 	 	 	 
	Veridian Credit Union
	 	 	 	 
	Vermont Credit Union League Service Corp.
	 	 	 	 
	Vermont Federal Credit Union
	 	 	 	 
	VHB Mortgage Company, LLC
	 	 	 	 
	Victorian Finance, LLC
	 	 	 	 
	Vineyard Bank
	 	 	 	 
	Virginia Beach Schools Federal Credit Union
	 	 	 	 
	Virginia Educators Credit Union
	 	 	 	 
	Virginia State University Federal Credit Union
	 	 	 	 






Schedule 6-27









 






	 	 	 	 	 
	Originator	 	add date
	Virginia United Methodist Conference Credit Union
	 	 	 	 
	Wanigas Federal Credit Union
	 	 	 	 
	Watermark Credit Union
	 	 	 	 
	Waukesha State Bank
	 	 	 	 
	Wesla Federal Credit Union
	 	 	 	 
	West Community
	 	 	 	 
	West Pointe Bank
	 	 	 	 
	West Virginia Federal Credit Union
	 	 	 	 
	Westerly Community Credit Union
	 	 	 	 
	Westerly Savings Bank
	 	 	 	 
	Western Cooperative Credit Union
	 	 	 	 
	Western Residential Mortgage, Inc.
	 	 	 	 
	Western Sierra National Bank
	 	 	 	 
	Western Thrift & Loan
	 	 	 	 
	Weststar Credit Union
	 	 	 	 
	White Sands Federal Credit Union
	 	 	 	 
	William Raveis Mortgage, LLC
	 	 	 	 
	Windsor Capital Mortgage Corporation
	 	 	 	 
	Wood & Huston Bank
	 	 	 	 
	Woodco Federal Credit Union
	 	 	 	 
	Wright-Patt Credit Union, Inc.
	 	 	 	 
	Wymar Federal Credit Union
	 	 	 	 
	Yolo Community Bank
	 	 	 	 
	York County Federal Credit Union
	 	 	 	 
	Yosemite Bank
	 	 	 	 
	Your Community Bank
	 	 	 	 
	Zachary Bancshares dba Bank of Zachary
	 	 	 	 







Schedule 6-28












 





EXHIBIT A




CERTIFICATION



     I, _______________________, _______________________ of PHH Mortgage Corporation (the
“Seller”), in accordance with that certain Third Amended and Restated Master Repurchase
Agreement (“Agreement”), dated as of June 24, 2011, between the Seller and The Royal Bank of
Scotland plc, do hereby certify that:




     (i) to the best of my knowledge, Seller during the fiscal [quarter] [year] ended
[date], has observed or performed all of its covenants and other agreements, and satisfied
every material condition contained in the Agreement and the other Program Documents to be
performed or satisfied by it;




     (ii) I have obtained no knowledge of any Default, Event of Default or Event of
Termination under the Agreement [except ___; describe details and actions taken or proposed
to be taken with respect thereto];




     (iii) there have not been any material modifications to the PHH Mortgage Guidelines
that have not been approved by Buyer;




     (iv) all additional modifications to the PHH Mortgage Guidelines since the date of the
most recent disclosure to Buyer of any modification to the PHH Mortgage Guidelines are set
forth herewith; and




     (v) Guarantor’s Consolidated Net Worth on the last day of any fiscal quarter is not
less than $1,000,000,000. The ratio of Indebtedness of the Guarantor and its Consolidated
Subsidiaries to Guarantor’s Tangible Net Worth does not exceed 6.5 to 1.0.



     Capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Agreement.



     IN WITNESS WHEREOF, I have signed this certificate.


Date:______________, 201__




	 	 	 	 	 
	 	PHH MORTGAGE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-1









 






	 	 	 	 	 



EXHIBIT B




RESERVED



B-1









 





EXHIBIT C




RESERVED



C-1









 





EXHIBIT D




FORM OF TRANSACTION NOTICE



[insert date]



The Royal Bank of Scotland plc

c/o RBS Securities, Inc.

600 Washington Blvd.

Stamford, Connecticut 06901

Attention: _______________________



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




Ladies/Gentlemen:




          Reference is made to the Third Amended and Restated Master Repurchase Agreement, dated as of
June 24, 2011, (as 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 one (1) Business Days from date hereof, in the case of Dry Loans and
Undocumented Loans (other than any Dry Loans or Undocumented Loans that are Correspondent Loans)]
[insert one (1) Business Day from the date hereof, in the case of AM Funded Wet Loans] [insert the
date hereof, in the case of PM Funded Wet Loans] [insert the date hereof, in the case of
Correspondent Loans] in connection with which we shall sell to you the Loans set forth on the Asset
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 (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



D-1









 






(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 except where
the lack of any such license or authorization would not be reasonably likely to have a
Material Adverse Effect; and




     4. 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 Applicable Custodial Agreement) and the
other Program Documents with respect to the Assets that are the subject of the Transaction
requested herein and more specifically identified on the Asset Schedule or computer readable
magnetic transmission delivered to, Buyer and the Custodian in connection herewith (the “Receipted
Assets”) [with respect to Dry Loans (including any Correspondent Loans that are Dry Loans): have
been or are hereby submitted] [with respect to Undocumented Loans (including any Correspondent
Loans that are 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 Assets
(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 Assets 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 Assets from Seller.



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



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-2









 






	 	 	 	 	 



EXHIBIT E




PHH MORTGAGE GUIDELINES



On File with Buyer



E-1









 





EXHIBIT F




REQUIRED FIELDS FOR SERVICING TRANSMISSION



On File With Buyer



F-1









 





EXHIBIT G




REQUIRED FIELDS FOR ASSET SCHEDULE



On File With Buyer



G-1









 





EXHIBIT H




FORM OF CONFIDENTIALITY AGREEMENT



          In connection with your consideration of a possible or actual acquisition of a participating
interest (the “Transaction”) in an advance, note or commitment of The Royal Bank of
Scotland plc (“Buyer”) pursuant to a Third Amended and Restated Master Repurchase Agreement
between Buyer and PHH Mortgage Corporation (the “Seller”) dated June 24, 2011, you have
requested the right to review certain non-public information regarding Seller that is in the
possession of Buyer. In consideration of, and as a condition to, furnishing you with such
information and any other information (whether communicated in writing or communicated orally)
delivered to you by Buyer or its affiliates, directors, officers, employees, advisors, agents or
“controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the
“1934 Act”)) (such affiliates and other persons being herein referred to collectively as
Buyer “Representatives”) in connection with the consideration of a Transaction (such
information being herein referred to as “Evaluation Material”), Buyer hereby requests your
agreement as follows:






     1. The Evaluation Material will be used solely for the purpose of evaluating a possible
Transaction with Buyer involving you or your affiliates, and unless and until you have
completed such Transaction pursuant to a definitive agreement between you or any such
affiliate and Buyer, such Evaluation Material will be kept strictly confidential by you and
your affiliates, directors, officers, employees, advisors, agents or controlling persons
(such affiliates and other persons being herein referred to collectively as “your
Representatives”), except that the Evaluation Material or portions thereof may be disclosed
to those of your Representatives who need to know such information for the purpose of
evaluating a possible Transaction with Buyer (it being understood that prior to such
disclosure your Representatives will be informed of the confidential nature of the
Evaluation Material and shall agree to be bound by this Agreement). You agree to be
responsible for any breach of this Agreement by your Representatives.




     2. The term “Evaluation Material” does not include any information which (i) at the
time of disclosure or thereafter is generally known by the public (other than as a result of
its disclosure by you or your Representatives) or (ii) was or becomes available to you on a
nonconfidential basis from a person not otherwise bound by a confidential agreement with
Buyer or its Representatives or is not otherwise prohibited from transmitting the
information to you. As used in this Agreement, the term “person” shall be broadly
interpreted to include, without limitation, any corporation, company, joint venture,
partnership or individual.




     3. In the event that you receive a request to disclose all or any part of the
information contained in the Evaluation Material under the terms of a valid and effective
subpoena or order issued by a court of competent jurisdiction, you agree to (i) immediately
notify Buyer and Seller of the existence, terms and circumstances surrounding such a
request, (ii) consult with Seller on the advisability of taking legally available steps to
resist or narrow such request, and (iii) if disclosure of such information



H-1









 






is required, exercise your best efforts to obtain an order or other reliable assurance
that confidential treatment will be accorded to such information.




     4. Unless otherwise required by law in the opinion of your counsel, neither you nor
your Representative will, without our prior written consent, disclose to any person the fact
that the Evaluation Material has been made available to you.




     5. You agree not to initiate or maintain contact (except for those contacts made in the
ordinary course of business) with any officer, director or employee of Seller regarding the
business, operations, prospects or finances of Seller or the employment of such officer,
director or employee, except with the express written permission of Seller.




     6. You understand and acknowledge that Seller is not making any representation or
warranty, express or implied, as to the accuracy or completeness of the Evaluation Material
or any other information provided to you by Buyer. None of Seller, its respective
affiliates or Representatives, nor any of its respective officers, directors, employees,
agents or controlling persons (within the meaning of the 1934 Act) shall have any liability
to you or any other person (including, without limitation, any of your Representatives)
resulting from your use of the Evaluation Material.




     7. You agree that neither Buyer nor Seller has granted you any license, copyright, or
similar right with respect to any of the Evaluation Material or any other information
provided to you by Buyer.




     8. If you determine that you do not wish to proceed with the Transaction, you will
promptly deliver to Buyer all of the Evaluation Material, including all copies and
reproductions thereof in your possession or in the possession of any of your
Representatives.




     9. Without prejudice to the rights and remedies otherwise available to Seller, Seller
shall be entitled to equitable relief by way of injunction if you or any of your
Representatives breach or threaten to breach any of the provisions of this Agreement. You
agree to waive, and to cause your Representatives to waive, any requirement for the securing
or posting of any bond in connection with such remedy. The parties agree that Seller is an
intended, third party beneficiary of this letter agreement and is entitled to rely upon all
rights, representations, warranties, and covenants made by you herein to the same extent as
if Seller were a party hereunder with the right to enforce the terms of this letter
agreement against you and Buyer.




     10. The validity and interpretation of this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York applicable to
agreements made and to be fully performed therein (excluding the conflicts of law rules).
You submit to the jurisdiction of any court of the State of New York or the United States
District Court for the Southern District of the State of New York for the purpose of any
suit, action, or other proceeding arising out of this Agreement.



H-2









 





     11. The benefits of this Agreement shall inure to the respective successors and assigns
of the parties hereto, and the obligations and liabilities assumed in this Agreement by the
parties hereto shall be binding upon the respective successors and assigns.



     12. If it is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) that any term or provision hereof is invalid or unenforceable,
(i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full
force and effect and (ii) the invalid or unenforceable provision or term shall be replaced
by a term or provision that is valid and enforceable and that comes closest to expressing
the intention of such invalid or unenforceable term or provision.



     13. This Agreement embodies the entire agreement and understanding of the parties
hereto and supersedes 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 and may be modified or waived only by a
separate letter executed by Seller and you expressly so modifying or waiving such Agreement.



     14. For the convenience of the parties, any number of counterparts of this Agreement
may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed
to be, an original instrument, but all such counterparts taken together shall constitute one
and the same Agreement. The parties agree that this Agreement and any notices hereunder may
be transmitted between them by email and/or by facsimile. The parties intend that faxed
signatures and electronically imaged signatures such as .pdf files shall constitute original
signatures and are binding on all parties. The original documents shall be promptly
delivered, if requested.



H-3









 





     Kindly execute and return one copy of this letter which will constitute our Agreement with
respect to the subject matter of this letter.



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 


Confirmed and agreed to



this _____ day of _____________, 201_.





	 	 	 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title: 	 	 





H-4









 





EXHIBIT I




FORM OF INSTRUCTION LETTER



__________ __, 201_



___________________, as Subservicer




____________________




____________________




Attention: _______________





	 	 	 	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”).





Ladies and Gentlemen:




          Pursuant to the Third Amended and Restated Master Repurchase Agreement, dated as of June 24,
2011 (the “Repurchase Agreement”), between Buyer and Seller, you are hereby notified that:
(i) the undersigned Seller has sold to Buyer the assets described on Schedule 1 hereto (the
“Eligible Assets”), (ii) each of the Eligible Assets is subject to a security interest in
favor of Buyer, and (iii) effective as of the delivery of this letter to the Subservicer, unless
otherwise notified by Buyer in writing, any payments or distributions made with respect to such
Eligible Assets shall be remitted immediately by the Subservicer in accordance with Buyer’s wiring
instructions provided below:




	 	 	 	 	 

	 

	 	Account No.:
	 	[____________________]
	 

	 	ABA No.:
	 	[____________________]
	 

	 	Reference:
	 	[____________________]






          Upon receipt of written notification by Buyer of an occurrence of an Event of Default under
the Agreement (a “Default Notice”), the Subservicer shall remit all collections with
respect to the Eligible Asset in accordance with Buyer’s instructions. The Subservicer also
acknowledges its consent to terminate such Servicing Agreement upon notification by Buyer of an
occurrence of an Event of Default.




          You agree that, following your receipt of such Default Notice, under no circumstances will you
remit any such payments or distributions in accordance with any instructions delivered to you by
the undersigned Seller, except if Buyer instructs you in writing otherwise.




          You further agree that, upon receipt of a Default Notice, Buyer shall assume all of the rights
and obligations of Seller under the Servicing Agreement, except as otherwise provided herein.
Subject to the terms of the Servicing Agreement, You shall (x) follow the instructions of Buyer
with respect to the Eligible Assets and deliver to a Buyer any information with respect to






I-1









 







the Eligible Assets reasonably requested by Buyer, and (y) treat this letter agreement as a
separate and distinct servicing agreement between You and Buyer (incorporating the terms of the
Servicing Agreement by reference), subject to no setoff or counterclaims arising in Your favor (or
the favor of any third party claiming through You) under any other agreement or arrangement between
You and any Seller or otherwise. Notwithstanding anything to the contrary herein or in the
Servicing Agreement, in no event shall Buyer be liable for any fees, indemnities, costs,
reimbursements or expenses incurred by You prior to such Event of Default or otherwise owed to You
in respect of the period of time prior to such Event of Default.




          Notwithstanding anything to the contrary herein or in the Servicing Agreement, You are hereby
instructed to service the Eligible Loans for a term of thirty (30) days (each, a “Servicing Term”)
commencing as of the date such Eligible Loans become subject to a purchase transaction under the
Agreement, which Servicing Term shall be deemed to be renewed at the end of each 30-day period
subject to the following sentence. The Servicing Term shall terminate upon the occurrence of any
of the following events: (i) if the related purchase transaction is not renewed at the end of such
Servicing Term and such Eligible Loans are not repurchased by Seller, or (ii) You shall have
received a written termination notice from Buyer at any time with respect to some or all of the
Eligible Loans being serviced by You (each, a “Servicing Termination”). In the event of a
Servicing Termination, You hereby agree to (i) deliver all servicing and “records” relating to such
Eligible Loans to the designee of Buyer at the end of each such Servicing Term and (ii) cooperate
in all respects with the transfer of servicing to Buyer or its designee. The transfer of servicing
and such records by You shall be in accordance with customary standards in the industry and the
terms of the Servicing Agreement, and such transfer shall include the transfer of the gross amount
of all escrows held for the related mortgagors (without reduction for unreimbursed advances or
“negative escrows”).




          Further, You hereby constitute and appoint Buyer and any officer or agent thereof, with full
power of substitution, as Your true and lawful attorney-in-fact with full irrevocable power and
authority in Your place and stead and in Your name or in Buyer’s own name, following any Servicer
Termination with respect solely to the Eligible Loans that are subject to such Servicing
Termination, to direct any party liable for any payment under any such Eligible Loans to make
payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall
direct including, without limitation, the right to send “goodbye” and “hello” letters on Your
behalf. You hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue
hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.




          For the purpose of the foregoing, the term “records” shall be deemed to include but not be
limited to any and all servicing agreements, files, documents, records, data bases, computer tapes,
copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other
closing documentation, payment history records, and any other records relating to or evidencing the
servicing of such Servicing Released Loans.




          Please acknowledge receipt of this instruction letter by signing in the signature block below
and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be
delivered to the following address: ___________ Attention: _________, Telephone: ________,
Facsimile: _______.







I-2









 








	 	 	 	 	 
	 	Very truly yours,




PHH MORTGAGE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED:




_________________________, as Subservicer



	 	 	 	 	 
	By:  	
 	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 
	Telephone: 	 	 
	Facsimile: 	 	 




I-3









 





EXHIBIT J




[Reserved]




J-1











 





EXHIBIT K




FORM OF SECURITY RELEASE CERTIFICATION



[insert date]



The Royal Bank of Scotland plc

c/o RBS Securities Inc.

600 Washington Blvd.

Stamford, Connecticut 06901

Attention:                                                             




          Re:     Security Release Certification




     Effective as of ___[DATE]________ [___________] hereby relinquishes any and all right, title
and interest it may have in and to the Loans described in Exhibit A attached hereto upon purchase
thereof by The Royal Bank of Scotland plc (“Buyer”) from Seller named below pursuant to
that certain Third Amended and Restated Master Repurchase Agreement, dated as of June 24, 2011 as
of the date and time of receipt by [___________] of $____________ for such Loans (the “Date and
Time of Sale”) and certifies that all notes, mortgages, assignments and other documents in its
possession relating to such Mortgage Loans have been delivered and released to the Seller named
below or its designees as of the Date and Time of Sale.



     Name and Address of Lender:


[Custodian]

[   ]

For Credit Account No. [   ]

Attention: [   ]

Phone: [   ]

Further Credit — [   ]




	 	 	 	 	 
	 	[NAME OF WAREHOUSE LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Seller named below hereby certifies to Buyer that, as of the Date and Time of Sale of the above
mentioned Loans to Buyer, the security interests in the Loans released by the above named
corporation comprise all security interests relating to or affecting any and all such Loans.
Seller warrants that, as of such time, there are and will be no other security interests affecting
any or all of such Loans.






K-1









 








	 	 	 	 	 
	 	PHH MORTGAGE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



K-2









 






	 	 	 	 	 



EXHIBIT TO SECURITY RELEASE CERTIFICATION




[List of Loans]









K-3









 








EXHIBIT L




FORM OF PARTICIPATION CERTIFICATE


POOL NO. (or Freddie Mac CONTRACT NO.):





     This Participation Certificate evidences a one hundred percent (100%) undivided
beneficial ownership interest in (including the right to receive the payments of principal of and
interest on) the Loans (the “Participation”) identified on:


(Check Box)





	 	(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.





     The Participation has been sold to Buyer pursuant to the terms of that certain Third Amended
and Restated Master Repurchase Agreement, dated June 24, 2011 (the “Agreement”) between PHH
Mortgage Corporation as Seller (the “Seller”), and The Royal Bank of Scotland plc, as Buyer
(the “Buyer”). Capitalized terms used but not defined herein shall have the meanings set
forth in the Agreement, the terms of which are hereby incorporated by reference and made a part of
this Participation Certificate.



     Upon delivery of the Related Security to Buyer or its Assignee, Buyer’s beneficial ownership
interest in the Loans evidenced in this Participation Certificate shall terminate in exchange for
such Security, and this Participation Certificate shall be void and of no further effect.



     This Participation Certificate may be amended only by a written agreement between Seller and
Buyer.



	 	 	 	 	 
	 	[__________________________]

 	 
	 	By:  	 	 
	 	 	Its: 	 
	 	 	Date: 	 



L-1









 






	 	 	 	 	 


AGGREGATE PRINCIPAL BALANCES OF THE LOANS (GIVING EFFECT TO PAYMENTS MADE AS OF _______, ____):
$_____________________




Hereby authenticated by [CUSTODIAN]

pursuant to the Applicable Custodial

Agreement (May not be applicable for

Freddie Mac)




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Its: 	 
	 	 	Date: 	 



L-2









 






	 	 	 	 	 



EXHIBIT M




FORM OF CORRESPONDENT SELLER RELEASE



[insert date]



PHH Mortgage Corporation

3000 Leadenhall Road

Mail Stop PCLG

Mt. Laurel, New Jersey 08054

Attention:                                         




          Re:     Correspondent Seller Release





     Effective immediately upon the receipt (the date and time of such receipt, the “Date and
Time of Sale”) by [Name of Correspondent Seller] of $____________, [Name of Correspondent
Seller] hereby relinquishes any and all right, title and interest it may have in and to the
mortgage loans described in Exhibit A attached hereto (the “Loans”), including any security
interest therein, and certifies that all notes, mortgages, assignments and other documents in its
possession or in the possession of its custodial agent relating to such Loans have been released to
PHH Mortgage Corporation or its designee as of the Date and Time of Sale.



	 	 	 	 	 
	 	[NAME OF CORRESPONDENT SELLER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



M-1









 






	 	 	 	 	 



EXHIBIT A TO CORRESPONDENT SELLER RELEASE




[List of Loans]






M-2









 








EXHIBIT N




FORM OF TRADE ASSIGNMENT



                     (“Takeout Investor”)

(Address)




Attention:

Fax No.:



Dear Sirs:





     You have a commitment (the “Commitment”), trade-dated _________ __, ____, to purchase


[$______of __% ___ year,



(Check Box)





	 	(a)	 	Ginnie Mae;
	 
	 	(b)	 	Fannie Mae; or
	 
	 	(c)	 	Freddie Mac




mortgage-backed pass-through securities (“Securities”) at a purchase price of $___________
from _________ on [insert Settlement Date].




     Our intention is to assign $_____ of this Commitment’s full amount. This is to confirm that
(i) the form of this assignment conforms to the SIFMA guidelines, (ii) the Commitment is in full
force and effect, (iii) the Commitment has been assigned to The Royal Bank of Scotland plc
(“RBS”) as security for the Obligations of the Seller under the Third Amended and Restated
Master Repurchase Agreement dated as of June 24, 2011 by and between PHH Mortgage Corporation, as
Seller (the “Seller”), and RBS, as Buyer whose acceptance of such assignment is indicated
below, [and] (iv) upon delivery of this trade assignment to you by RBS you will accept Seller’s
direction set forth herein to pay RBS for such Securities, [(v) you will accept delivery of such
Securities directly from RBS, (vi) RBS is obligated to make delivery of such Securities to you in
accordance with the attached Commitment and (vii) you have released Seller from its obligation to
deliver the Securities to you under the Commitment.] Payment will be made “delivery versus payment
(DVP)” to RBS in immediately available funds.



N-1









 





     If you have any questions, please call _______________ at (___) __-____ immediately or contact
him by fax at (___) __-___.



	 	 	 	 	 
	 	Very truly yours,



[_____________]

 	 
	 	By:  	

 	 
	 	 	Title: 	 
	 	 	Date: 	 
	 



Agreed to:




The Royal Bank of Scotland plc




By: RBS Securities Inc., its agent




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	Date: 	 	 
	 


Notice of delivery and confirmation of receipt are the obligations of RBS. Prompt notification of
incorrect information or rejection of the trade assignment should be made to [______].






N-2









 








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









 











EXHIBIT P




CLOSING INSTRUCTION LETTER



P-1









 





CLOSING AGENT/ATTORNEY




Customer(s):




Loan Reg. #:

Closing Date:

Property Address:

Interest Rate:

Lock Expiration:

Mortgage Amount:

Mortgage Broker:



Dear Agent:



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



All conditions must be met before proceeding with closing. If these conditions cannot be met, or you have any
questions, please contact your Closing Representative immediately. All conditions must be returned in our
closing package.



Preliminary HUD approval is required on this loan unless otherwise outlined in the attached conditions or in
writing from the lender. Please fax your preliminary HUD to 856-917-2977 at least 24 hours prior to closing
and do not disburse until approval is communicated for review and approval




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









 







FUNDING INFORMATION



Our loans are funded on the net funds concept as described on the attached HUD-1 Settlement Statement
Worksheet. All charges due [PHH ENTITY] except all escrow deposits and correspondent fees. if applicable,
are deducted from the mortgage proceeds. You must collect funds in accordance with the enclosed Trial
Balance worksheet and Aggregate Escrow Adjustment to establish the customers’ escrow account. These funds
must be returned with our package.




All charges must appear on the HUD-1 Settlement Statement.





	o	 	Funds will be issued on                     
	 
	o	 	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:




Return Funds to the Account from which they came.



TITLE INSURANCE REQUIREMENTS


[PHH ENTITY]



must be first lien holder. All mortgage(s), judgments, and liens must be satisfied unless otherwise noted in our
instructions. The final title insurance policy must insure “[PHH ENTITY] , its Successors and/or Assigns, as
their interests may appear, I Mortgage Way, Mount Laurel, NJ 08054, Attn: Insurance Department”.





	•	 	Survey exceptions must be removed from 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 8.1
	 
	 	o	 	Condominium Endorsement ALTA Form 4
	 
	 	o	 	P.U.D. Endorsement ALTA Form 5
	 
	 	o	 	Adjustable Rate Mortgage Endorsement ALTA Form 6
	 
	 	o	 	Non-Forfeiture Reversionary Clause, if applicable
	 
	 	o	 	Pennsylvania Endorsement 100, if applicable
	 
		o	 	Pennsylvania Endorsement 300 or survey
	 
	 	o	 	Balloon Mortgage Endorsement
	 
	 	o	 	Restrictions. Easements & Mineral Rights ALTA Form 9 (NY and FL only)
	 
	 	o	 	Other state endorsements that are applicable
	 
	 	o	 	Manufactured Home Endorsement — ALTA Form 7
	 
	 	o	 	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:



[PHH ENTITY] /Secretary of Housing and Urban Development, its Successors and/or Assigns, as their interests
may appear, P.O. Box 5954 Springfield, OH 45501-5954, Attn: Insurance Department




PLEASE DO NOT RETURN THIS PAGE WITH CLOSING INSTRUCTIONS









 








EXHIBIT Q




TAKEOUT INVESTORS



ON FILE WITH BUYER




Q-1