FOURTH AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AND SERVICING AGREEMENT

Exhibit 10.33

SHEFFIELD RECEIVABLES CORPORATION

Purchaser,

BARCLAYS BANK PLC,
NEW YORK BRANCH

Administrative Agent,

PHH MORTGAGE CORPORATION

Seller and Servicer,

and

PHH CORPORATION

Guarantor

FOURTH AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AND
SERVICING AGREEMENT

dated as of June 30, 2005

TABLE OF CONTENTS

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FOURTH AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AND SERVICING AGREEMENT, dated as of June 30, 2005 (as amended, supplemented or otherwise modified and in effect from time to time, the “ Agreement ” or the “ Repurchase Agreement ”), among Sheffield Receivables Corporation, a Delaware corporation, as Purchaser (the “ Purchaser ”), PHH Mortgage Corporation, a New Jersey corporation (the “ Company ”), as Seller and Servicer (in its capacity as Seller hereunder, the “ Seller ” and, in its capacity as Servicer hereunder, the “ Servicer ”), Barclays Bank PLC, New York Branch, as Administrative Agent (the “ Administrative Agent ”), and PHH Corporation, a Maryland corporation, as Guarantor of the Servicer’s obligations (the “ Guarantor ”).

W I T N E S S E T H

WHEREAS, the Purchaser, the Company and the Administrative Agent have entered in that certain mortgage loan repurchase and servicing agreement, dated as of December 11, 1998 (the “ Original Repurchase Agreement ”);

WHEREAS, the Original Repurchase Agreement was amended by those certain amendment agreements, respectively dated as of (i) March 30, 2001 (the “ First Amendment Agreement ”), (ii) December 28, 2001 (the “ Amended and Restated Repurchase Agreement ”), (iii) December 16, 2002 (the “ Second Amended and Restated Repurchase and Servicing Agreement ”), (iv) January 14, 2005 (the “ Third Amended and Restated Repurchase and Servicing Agreement ” and, together with the Original Repurchase Agreement, the First Amendment Agreement, the Second Amended and Restated Repurchase and Servicing Agreement and the Third Amended and Restated Repurchase and Servicing Agreement, the “ Amended Repurchase Agreement ”);

WHEREAS, pursuant to the Amended Repurchase Agreement, the Purchaser and the Company, as Seller and Servicer, hereby prescribe the manner of sale of each Eligible Loan and the management, control and servicing of the Eligible Loans, including the method and manner by which the Seller will repurchase each Eligible Loan;

WHEREAS, the Purchaser, the Company and the Administrative Agent desire to amend and restate the Amended Repurchase Agreement in its entirety;

WHEREAS, this Repurchase Agreement amends and restates the Amended Repurchase Agreement in all respects, and from and after the date hereof, constitutes the governing instrument of such Purchaser; and

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

ARTICLE I

DEFINITIONS

Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Practices : The Servicer’s Customary Servicing Procedures and the servicing practices required by the Guidelines.

Accrued Interest Component : For any Collection Period, that portion of the Interest Component of all Related Commercial Paper outstanding at any time during such Collection Period that accrued from the first day through the last day of such Collection Period whether or not such Related Commercial Paper matures during such Collection Period, based on the actual number of days in such Collection Period that such Related Commercial Paper was outstanding.

Additional Collateral : With respect to any Additional Collateral Mortgage Loan, collateral that consists of either (i) marketable securities owned by the borrower and deposited in an account held by Merrill, subject to a security interest in favor of the Company pursuant to a security agreement or (ii) with respect to a loan to a borrower that is subject to a guaranty, (a) marketable securities owned by the guarantor and deposited in an account held by Merrill, subject to a security interest in favor of the Company pursuant to a security agreement or (b) a home equity line of credit to fund such guaranty that is secured by a lien on residential real estate owned by such guarantor subject to a security interest in favor of the Company pursuant to a security agreement; provided , however , that the amount available to be drawn under the home equity line of credit supporting such guaranty must be at least equal to the Original Additional Collateral Requirement for such Additional Collateral Mortgage Loan.

Additional Collateral Mortgage Loan : The meaning ascribed to “Additional Collateral Mortgage Loan,” as such term is defined in the Surety Bond. The underwriting guidelines for the Mortgage 100 SM and Parent Power SM programs will not be materially altered without prior consent of the Administrative Agent.

Additional Collateral Transfer Agreement : That certain additional collateral transfer and servicing agreement, dated as of November 1, 2001, between MLCC and the Company.

Adjusted LIBOR Rate : With respect to any period during which the return to any APA Purchaser is to be calculated by reference to the London interbank offered rate, a rate which is 0.75% in excess of a rate per annum equal to the sum (rounded upwards, if necessary, to the nearest 1/16th of 1%) of (A) the rate obtained by dividing (i) the applicable LIBOR Rate by (ii) a percentage equal to 100% minus the sum of (A) the maximum reserve requirement as specified in Regulation D (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is applicable to the Agent during such period in respect of eurocurrency or eurodollar funding, lending or liabilities (or, if more than one percentage shall be so applicable, the daily average of such percentage for those days in such period during which any such percentage shall be applicable) and (B) the then daily net annual assessment rate (rounded upwards, if necessary, to the nearest 1/16th of 1%) as estimated by the Agent for determining the current annual assessment payable by the Agent to the Federal Deposit Insurance Corporation in respect of eurocurrency or eurodollar funding, lending or liabilities.

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Adjusted Mark to Market Price : For a mortgage loan on any day, the product of (x) the Advance Percentage on such day and (y) the Mark to Market Price of such mortgage loan on such day.

Adjusted Net Investment: At any time, the Net Investment minus the amount, if any, equal to the sum of the amounts on deposit in the Collateral Account, the Principal Account and the Margin Call Account. The Adjusted Net Investment shall be calculated by the Servicer on or before the second Business Day after the Net Investment (as most recently computed) exceeds the Aggregate Adjusted Mark to Market Price. In computing the Adjusted Net Investment, the Servicer shall use the Administrative Agent information contained in the last Servicer Report (or any more recently delivered information) delivered to the Administrative Agent.

Administration Agreement : The Amended and Restated Administration Agreement, dated as of December 12, 1991, between the Purchaser and the Administrative Agent, as the same may be at any time amended, modified or supplemented.

Administrative Agent : Barclays Bank, PLC, New York Branch, as Administrative Agent under the Administration Agreement.

Advance Percentage : On any day, a percentage equal to 100% minus the Loss Percentage on such day.

Adverse Claim : A lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or properties).

Affiliate : With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities (including, without limitation, partnership interests), by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agency : Any of GNMA, FNMA or FHLMC, as applicable.

Agency Custodial Agreement : The custodial agreement, among Sheffield, GNMA, FNMA or FHLMC, as applicable, and the Custodian, pursuant to which the Custodian will act as document custodian for a pool or pools of mortgage loans to be formed to back Agency Securities, as such agreement may at any time be amended, modified or supplemented.

Agency Securities : Securities backed by a pool or pools of mortgage loans owned by the Seller, which are issued and guaranteed by the applicable Agency.

Agent : Barclays Bank PLC, New York Branch, as agent for the APA Purchasers under the Revolving Asset Purchase Agreement.

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Aggregate Adjusted Mark to Market Price : On any day, the aggregate sum of the Adjusted Mark to Market Price of all Eligible Loans on such day (excluding Defaulted Loans).

Aggregate Interest Component : The aggregate sum of the Interest Components of all issued and outstanding Related Commercial Paper.

Aggregate Unpaids : At any time, an amount equal to the sum of (i) the aggregate accrued and unpaid Carrying Costs with respect to all Collection Periods at such time, (ii) the Net Investment at such time, (iii) all fees accrued and unpaid hereunder or under the Fee Letter at such time and (iv) all other amounts owed (whether due or accrued) hereunder by the Seller to the Owners at such time.

Agreement or Repurchase Agreement : This Second Amended and Restated Mortgage Loan Repurchase and Servicing Agreement and all amendments hereof and supplements hereto, including as the context requires, any Transfer Supplement.

AMBAC : Ambac Indemnity Corporation.

APA Purchaser : Each party (or assignee thereof) who has executed a signature page of the Revolving Asset Purchase Agreement, which execution obligates such party to become a purchaser or an assignee of all or any part of the Purchaser’s interest in the Eligible Loans at any time, pursuant to the Revolving Asset Purchase Agreement or an assignee of the Purchaser’s obligations to purchase Eligible Loans from the Seller.

Appraised Value : The value set forth in an appraisal made in connection with the origination of the related Eligible Loan as the value of the Mortgaged Property.

Approved Seller/Servicer : An approved seller and servicer under the Guidelines.

Assignment of Mortgage : An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located, to reflect the sale of the Mortgage to the Purchaser.

Base Rate : For any day, the higher of (i) the prime rate in the United States announced from time to time by Barclays Bank PLC, New York Branch in effect on such day, and (ii) the sum of (x) the rate equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for such day, the average of the quotations for such day for such transactions received by Barclays Bank PLC, New York Branch from three Federal funds brokers of recognized standing selected by it, and (y) one-half of one percent ( ¹ / 2 %).

Best’s : The meaning specified in Section 4.11 of this Agreement.

BIF : The Bank Insurance Fund or any successor thereto.

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Business Day : Any day other than (i) Saturday and Sunday, or (ii) a day on which banking institutions or foreign exchange markets in New York City are authorized or required by law, regulation or executive order to be closed for business.

Calculation Agent : The Servicer.

Carrying Costs : For a Collection Period, the sum, without duplication, of (i) the Accrued Interest Component of Related Commercial Paper with respect to such Collection Period whether or not such amount is payable during such Collection Period (for purposes of this clause (i), Related Commercial Paper shall include Commercial Paper issued to fund the Net Investment even if such Commercial Paper is issued in an amount in excess of the Net Investment), (ii) all interest amounts accrued in accordance with Sections 2.7(c), (d) and (e) hereof whether or not such amount is payable during such Collection Period, (iii) any Servicing Fees due to any successor Servicer, (iv) any amounts owed to the Indemnified Parties pursuant to Sections 12.1, 12.2, 12.3 and 12.4 hereof, (v) the Program Fee and the Transfer Availability Fee accrued from the first day through the last day of such Collection Period, (vi) interest on any other borrowings by the Purchaser to fund small dollar amounts that are not easily accommodated in the commercial paper market that accrued from the first day through the last day of such Collection Period whether or not such amount is payable during such Collection Period, and (vii) any past due Carrying Costs owing in respect of any prior Collection Period, together with interest thereon (to the extent permitted by applicable law) at a rate equal to the sum of the Base Rate and 2.00% per annum for the period from and including the original due date for such past due Carrying Costs to but excluding the date on which they are paid in full together with such interest thereon.

Carrying Costs Account: The account listed under the signature of the Administrative Agent on the signature page hereof as the “Carrying Costs Account” or such other account designated in writing to the Seller and the Servicer by the Administrative Agent.

Closing Date : The Closing Date specified in any Transfer Supplement as the date on which the purchase of any Eligible Loan by the Administrative Agent (on behalf of the Owners) is designated to occur.

Code : The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto.

Collateral Account : The account listed under the signature of the Administrative Agent on the signature page hereof as the “Collateral Account” or such other account designated in writing to the Seller and the Servicer by the Administrative Agent.

Collection : The meaning specified in Section 4.5 hereof.

Collection Period : The calendar month preceding the Payment Date, or in the case of the first Collection Period, the period commencing on December 15, 1998 to the end of the calendar month preceding the first Payment Date.

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Combined Loan-to-Value Ratio : With respect to any HELOC, the ratio expressed as a percentage of (i) the Credit Limit of the HELOC plus the amount of any related senior mortgage loans to the lesser of (ii)(a) the Appraised Value of the Mortgaged Property and (b) if the HELOC was made to finance the acquisition of the related Mortgaged Property, the purchase price of the Mortgaged Property.

Commercial Paper or Commercial Paper Notes : The short-term promissory notes of the Purchaser issued pursuant to the Issuing and Paying Agency Agreement.

Commitment Fee : The meaning assigned to such term in Section 15.1 hereof.

Company : PHH Mortgage Corporation, as Seller and Servicer of the Eligible Loans sold to the Administrative Agent (on behalf of the Owners) pursuant to the terms of this Agreement.

Company Employees : The meaning specified in Section 4.13 hereof.

Condemnation Proceeds : As to any Eligible Loan, all awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Loan Documents.

Conforming Loan : An Eligible Loan which conforms to the Guidelines of GNMA, FNMA or FHLMC, as amended for the Seller.

CP Dealer : Lehman Commercial Paper Inc., Goldman Sachs & Co., Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated and Barclays Capital Inc. each as a Commercial Paper dealer pursuant to the Program Documents.

Credit Limit : The maximum amount a borrower is permitted to draw down the credit line under a Home Equity Line Agreement.

Custodian : JP Morgan, N.A., in its capacity as Custodian under the Custodial Agreement, or any successor Custodian under the Custodial Agreement.

Custodial Agreement : The Custodial Agreement, dated as of December 11, 1998, as amended as of April 12, 2002, among Barclays Bank PLC, New York Branch, as Administrative Agent, PHH Mortgage Corporation, as Seller and Servicer, and the Custodian, as such agreement may at any time thereafter be amended, modified or supplemented.

Customary Servicing Procedures : Procedures (including collection procedures) that the Servicer customarily employs and exercises in servicing and administering mortgage loans for its own account and arranging for the sale and Securitization of mortgage loans and which are in accordance with accepted mortgage servicing practices of prudent lending institutions in the jurisdiction in which the Mortgaged Property is situated for properties of a similar type.

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Defaulted Loan : Any Eligible Loan where (i) the Mortgagor thereon has failed to make a required payment for 90 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.

Delinquency Ratio : With respect to any date of determination, the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Principal Balance of all Delinquent Loans as of the last day of such calendar month by (ii) the Outstanding Principal Balance of the Eligible Loans as of the last day of such calendar month.

Delinquent Loan : Any Eligible Loan which has a payment which is 30 days or more past its Due Date.

Determination Date : With respect to a Due Period, the 5 ^th day (or if such day is not a Business Day, the Business Day immediately succeeding such day) of the calendar month following such Due Period.

Due Date : The first day of the month in which the related Monthly Payment is due on an Eligible Loan, exclusive of any days of grace.

Due Period : With respect to each Payment Date, the period commencing on the first day of the month preceding the month of the Payment Date and ending on the last day of the month preceding the month in which the Payment Date occurred.

Eligible Investments : Investments which mature no later than the next following Payment Date in the following: (i) obligations issued by, or the full and timely payment of principal of and interest on which is fully guaranteed by, the United States of America or any agency or instrumentality thereof (which agency or instrumentality is backed by the full faith and credit of the United States of America); (ii) commercial paper (other than the Commercial Paper) rated (at the time of purchase) at least “A-1+” by S&P and “P-1” by Moody’s; (iii) certificates of deposit, other deposits or bankers’ acceptances issued by or established with commercial banks having short-term deposit ratings (at the time of purchase) of at least “A-1+” by S&P and “P-1” by Moody’s; (iv) repurchase agreements involving any of the Eligible Investments described in the foregoing clauses (i) through (iii) so long as the other party to the repurchase agreement has short-term unsecured debt obligations or short-term deposits rated (at the time of purchase) at least “A-1+” by S&P and “P-1” by Moody’s; and (v) if approved in writing by Moody’s, direct obligations of any money market fund or other similar investment company all of whose investments consist of obligations described in the foregoing clauses of this definition and that is rated “AAm” by S&P and “Aam” by Moody’s or higher. In addition, the instrument should not have an ‘r’ highlighter affixed to its rating, and its terms should have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest on any Eligible Investment should be tied to a single interest rate index plus a single fixed spread, if any, and move proportionately with that index.

Eligible Loan : A Conforming Loan (provided that the Seller is an Approved Seller/Servicer by the related Agency), a Jumbo Loan, an Additional Collateral Mortgage Loan, a Landscape Loan,

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an Uninsured Loan or a HELOC identified on a Transfer Supplement that satisfies the Eligibility Criteria and the Portfolio Criteria and that is not a Terminated Loan. An Eligible Loan includes, without limitation, the Mortgage Loan File, the Related Security, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, VA Guaranty Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and obligations arising from or in connection with such Eligible Loan (other than the right to service such Eligible Loans, which shall be retained by the Seller pursuant to the terms of this Agreement).

Eligibility Criteria : In connection with the Transfer of a mortgage loan on any day, the mortgage loans sold on such day must satisfy the following criteria: (i) each mortgage loan must be an Eligible Loan, (ii) each mortgage loan must have been originated or purchased by the Seller in accordance with its then-current origination or acquisition underwriting practices within 120 days prior to the acquisition thereof by the Purchaser, except for HELOCs originated or purchased by the Seller more than 120 days prior to the acquisition thereof by the Purchaser on December 16, 2002, (iii) the aggregate Transfer Price of all mortgage loans secured by properties located in California and acquired on such day may not exceed 30% of the aggregate Transfer Price of all mortgage loans acquired on such day, (iv) the aggregate Transfer Price of all mortgage loans secured by properties located in any state other than California and acquired on such day may not exceed 15% of the aggregate Transfer Price of all mortgage loans acquired on such day, (v) each mortgage loan may not be made to a borrower that is generally referred to as “sub-prime borrower,” and (vi) the aggregate Transfer Price of all Uninsured Loans acquired on such day may not exceed 15% of the aggregate Transfer Price of all mortgage loans acquired on such day. In addition, the representations and warranties made by the Seller in this Agreement must be true and correct in all material respects on such day.

Eligibility Representations : The representations and warranties made by the Seller with respect to each mortgage loan, set forth in Section 3.2 herein.

Equivalent Security : With respect to a mortgage loan, a mortgage-backed security issued by FHLMC, FNMA or GNMA having a term to final maturity equal to the remaining term to maturity of such mortgage loan and an interest or pass-through rate equal to the interest rate on such mortgage loan (net of servicing fees).

Equivalent Security Price : With respect to a mortgage loan, the price (expressed as a percentage of the principal amount) of the Equivalent Security for such mortgage loan. The price of an Equivalent Security shall be determined by the Servicer on any date by reference to an independent market price reference such as Telerate.

Errors and Omissions Insurance Policy : An errors and omissions insurance policy or policies to be maintained by the Servicer pursuant to Section 4.13 hereof.

Escrow Account : As to any Eligible Loan (other than HELOCs), any separate account or accounts created and maintained pursuant to Section 4.7 hereof.

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Escrow Payments : With respect to any Eligible Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required by the Mortgagee to be escrowed by the Mortgagee pursuant to the Mortgage or any other related document.

Excluded Taxes : The meaning specified in Section 12.3 hereof.

Expiration Date : The earliest of (i) 364 days after the date of this Agreement or such later day as mutually agreed to in writing by the Seller and the Administrative Agent, (ii) the latest Purchase Commitment Termination Date under the Revolving Asset Purchase Agreement (as defined therein), (iii) the date of termination of the commitment of any APA Purchaser under the Revolving Asset Purchase Agreement (unless other APA Purchaser(s) or a replacement APA Purchaser accepts such terminating APA Purchaser’s commitment or the Collateral Account is funded if necessary in accordance with Section 2.16(b) hereof), (iv) the date of termination of the commitment of the Program Banks under the Program Credit Agreement or (v) the day on which the Administrative Agent delivers a Notice of Termination pursuant to Section 11.2 hereof or a Termination Event specified in Section 11.2(c),(d) or (e) occurs.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

Fee Letter : The agreement, dated as of December 11, 1998, as amended from time to time, between the Seller and the Purchaser setting forth the fees payable to the Owners by the Seller in connection with the Owners’ investment in the Eligible Loans.

FHA : The Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, 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 Approved Mortgagee : A corporation or institution approved as a mortgagee by the FHA under the Act and applicable FHA Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

FHA Loan : An Eligible Loan that is the subject of an FHA Mortgage Insurance Contract.

FHA Mortgage Insurance : Mortgage insurance authorized under Sections 203(b), 213, 221(d)(2), 222, and 235 of the Act and provided by the FHA.

FHA Mortgage Insurance Contract : The contractual obligation of the FHA respecting the insurance of an Eligible Loan.

FHA Regulations : 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.

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FHLMC : The Federal Home Loan Mortgage Corporation, or any successor thereto.

FHLMC Guides : The Federal Home Loan Mortgage Corporation Sellers’ Guide and the Federal Home Loan Mortgage Corporation Servicers’ Guide and all amendments or additions thereto.

FICO Score : A statistical credit score obtained by many mortgage lenders in connection with a loan application to help assess a borrower’s creditworthiness. A FICO Score is generated by models developed by a third party and made available to lenders through three national credit bureaus. The FICO Score is based on a borrower’s historical credit data, including, among other things, payment history, delinquencies on accounts, levels of outstanding indebtedness, length of credit history, types of credit and bankruptcy experience.

Fidelity Bond : A fidelity bond to be maintained by the Servicer pursuant to Section 4.13 hereof.

Finance Charge Collections : With respect to an Eligible Loan, any finance, interest or similar charges owing by an Mortgagor pursuant to such Eligible Loan; provided , however , that any prepayment penalties, late fees, or assumption fees collected pursuant to the terms of any Eligible Loan, and any ancillary revenues and fees for servicing-related administrative activities collected from or on behalf of Mortgagors as provided herein, shall not constitute Finance Charge Collections for purposes of this Agreement.

Finance Charges : With respect to a Eligible Loan, any finance, interest, late or similar charges owing by an Mortgagor pursuant to such Eligible Loan.

FNMA : The Federal National Mortgage Association, or any successor thereto.

FNMA Guides : The FNMA Selling and Servicing Guides and all amendments or additions thereto.

GAAP : Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, as in effect from time to time.

GNMA : The Government National Mortgage Association, or any successor thereto.

GNMA Guides : The GNMA Handbooks 5500.1 and 5500.2 and all amendments or additions thereto.

Guarantee : The full, unconditional and irrevocable guarantee of the Servicer’s performance and payment obligations, set forth in Article XIV hereof.

Guarantor : PHH Corporation, a Maryland corporation.

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Guidelines : The GNMA Guides, the FNMA Guides and the FHLMC Guides, as such Guides have been amended from time to time with respect to the Seller.

Home Equity Line Agreement : The agreement between a borrower and a lender pursuant to which a borrower receives a line of credit secured by a Mortgage on the Mortgaged Property.

HELOC : A Piggyback HELOC, a Stand Alone HELOC or a Stand Alone Hybrid HELOC.

HUD : The Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA Mortgage Insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include subdivisions thereof such as the FHA and GNMA.

Incremental Transfer : The meaning specified in Section 2.2 hereof.

Insurance Proceeds : With respect to any Eligible Loan, proceeds of insurance policies insuring the Eligible Loan or the related Mortgaged Property.

Insured Amount : The meaning specified in Section 4.10 of this Agreement.

Issuing and Paying Agency Agreement : The Amended and Restated Issuing and Paying Agency Agreement, dated as of December 12, 1991, between Sheffield Receivables Corporation and Bankers Trust Company, as amended by the Master Amendment, Resignation and Appointment Agreement, dated as of August 1, 1997, among Sheffield Receivables Corporation, The Chase Manhattan Bank and Bankers Trust Company, as the same may at any time be amended, modified or supplemented.

Interest Component : With respect to (i) any Commercial Paper issued on an interest-bearing basis, the interest payable on such Commercial Paper at its maturity (including any dealer commissions) and (ii) any Commercial Paper issued on a discount basis, the portion of the face amount of such Commercial Paper representing the discount incurred in respect thereof (including any dealer commissions to the extent included as part of such discount).

Jumbo Loan : A mortgage loan which substantially conforms to the Guidelines, except (i) the principal balance thereof may exceed the principal balance of a mortgage loan which conforms to the Guidelines, and (ii) for other spcified exceptions to the Guidelines which are consistent with the Seller’s Jumbo Loan underwriting standards. Jumbo Loans will not include mortgage loans made to borrowers that are generally referred to as “sub-prime” borrowers.

Jumbo Price Spread : With respect to Jumbo Loans, the reduction in Equilvalent Security Price, as agreed to by the Seller, the Purchaser and the Agent.

Landscape Loan: A mortgage loan that substantially conforms to the Guidelines, except (i) maintenance of a PMI Policy will not be required and (ii) the mortgage loan is not an FHA Loan or VA Loan.

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LIBOR Rate : With respect to any funding period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London time) two London Business Days prior to the first day of such funding period for a term of one month. If for any reason such rate is not available, the term “LIBOR Rate” shall mean, for any funding period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR Page as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m. (London time) two London Business Days prior to the first day of such funding period for a term of one month; provided , however , if more than one rate is specified on the Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates. In the event no such rate appears as described in the preceding sentences, the LIBOR Rate shall be, with respect to any funding period, the per annum rate of interest at which Dollar deposits in immediately available funds are offered to the Agent by prime banks in the interbank eurodollar market at or about 10:00 a.m., London time, on the second Business Day before (and for value on) the first day of such funding period (or portion thereof) and in an amount of not less than $1,000,000 for such funding period (or portion thereof).

Law : Any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official body.

Lien : In respect of the property of any Person, any ownership interest of any other Person, any mortgage, deed of trust, hypothecation, pledge, lien, security interest, filing of any financing statement, charge or other encumbrance or security arrangement of any nature whatsoever, including, without limitation, any conditional sale or title retention arrangement, and any assignment, deposit arrangement, consignment or lease intended as, or having the effect of, security.

Liquidation Event : The meaning specified in Section 11.4.

Liquidation Notice Date : The meaning specified in Section 11.5 hereof.

Liquidation Proceeds : All amounts received and retained in connection with the liquidation of Defaulted Loans.

Loan Documents : The documents listed in Section 2.3 of this Agreement.

Loan Termination Date : Each day on which a deposit is made into the Collateral Account in respect of Terminated Loans.

Loan-to-Value Ratio or LTV : With respect to any Eligible Loan (except for HELOCs), the ratio expressed as a percentage of (i)(a) the Scheduled Principal Balance of the Eligible Loan less (b) for any Additional Collateral Mortgage Loan, the value of the Additional Collateral as of the date of origination to (ii) the lesser of (a) the Appraised Value of the Mortgaged Property, and (b) if the Eligible Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of the Mortgaged Property.

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London Business Day : Any day on which banks in the City of London and New York City are open and conducting transactions in United States dollars.

Loss Percentage : At any time, 3.6% if the ratings assigned to PHH Corporation are “A-” or better by S&P and “A3” or better by Moody’s, 5%, if the ratings assigned to PHH Corporation are “BBB+” by S&P or “Baa1” by Moody’s, 7% if the ratings assigned to PHH Corporation are “BBB” by S&P or “Baa2” by Moody’s; 9% if the ratings assigned to PHH Corporation are “BBB-” or less by S&P or “Baa3” or less by Moody’s; and, for any HELOCs, 15% regardless of the ratings assigned to PHH Corporation.

Majority Owners : At any time, the Administrative Agent and those Owners owning in the aggregate in excess of 50% of the Net Investment in Eligible Loans at such time.

Margin Call Account : The account listed under the signature of the Administrative Agent on the signature page hereof as the “Margin Call Account” or such other account designated in writing to the Seller and the Servicer by the Administrative Agent.

Margin Call Condition : The meaning specified in Section 2.11 hereof.

Margin Call Trigger Amount : On any day, an amount equal to the product of the Advance Percentage and $2,000,000, if the ratings assigned to PHH Corporation are “A-” or better by S&P and “A3” or better by Moody’s; the product of the Advance Percentage and $1,000,000, if the ratings assigned to PHH Corporation are “BBB+” by S&P or “Baa1” by Moody’s; the product of the Advance Percentage and $500,000, if the ratings assigned to PHH Corporation are “BBB” by S&P or “Baa2” by Moody’s; and the product of the Advance Percentage and $100,000, if the ratings assigned to PHH Corporation are “BBB-” or less by S&P or “Baa3” or less by Moody’s.

Margin Payment : The meaning specified in Section 2.11 hereof.

Margin Payment Amount : The meaning specified in Section 2.11 hereof.

Mark to Market Price : With respect to a mortgage loan, (i) the Mark to Market Price of a Conforming Loan shall be the Equivalent Security Price multiplied by the unpaid principal amount of such Conforming Loan and (ii) the Mark to Market Price of a Jumbo Loan shall be the Equivalent Security Price reduced by the Jumbo Price Spread multiplied by the unpaid principal amount of such Jumbo Loan and (iii) the Mark to Market price of a HELOC shall be 100%.

Maximum Net Investment: $500,000,000, unless otherwise increased with the consent of the Purchaser and confirmation by S&P and Moody’s of the then-current ratings of the Commercial Paper, or unless reduced as provided in Section 2.15(a) hereof; provided , however , that at all times on and after the Expiration Date, the “ Maximum Net Investment ” shall mean the Net Investment.

Merrill : Merrill Lynch, Pierce, Fenner & Smith Incorporated.

MLCC : Merrill Lynch Credit Corporation.

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Monthly Payment : The scheduled monthly payment of principal and/or interest on an Eligible Loan.

Monthly Report Date : The tenth Business Day of each calendar month.

Moody’s : Moody’s Investors Service, Inc., and any successors thereto.

Mortgage : The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a lien on an estate in fee simple in real property securing the Mortgage Note.

Mortgage Impairment Insurance Policy : A mortgage impairment or blanket hazard insurance policy as described in Section 4.12 hereof.

Mortgage Interest Rate : The annualized regular rate of interest borne on a Mortgage Note.

Mortgage Loan File : The items pertaining to each Eligible Loan referred to in Section 2.3 hereof, and any additional documents required to be added to the Mortgage Loan File pursuant to this Agreement.

Mortgage Loan Schedule : A schedule of Eligible Loans setting forth the following information as of the Determination Date with respect to each Eligible Loan: (1) the identifying number for the Eligible Loan; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the state code; (4) a code indicating whether the Mortgaged Property is a one family residence or a 2-4 family residence; (5) the months to maturity from the Closing Date based on the amortization schedule for such Eligible Loan; (6) the Combined Loan-to-Value Ratio or the Loan-to-Value Ratio, as applicable, at the Closing Date; (7) the Mortgage Interest Rate; (8) the stated maturity date; (9) the amount of the Monthly Payment; (10) the original principal balance; (11) the PMI Policy certificate number, if any; (12) the Qualified Insurer, if any; (13) the type of loan (FHA, VA, Conforming); (14) payment type (fixed rate or adjustable rate); and (15) the Transfer Price. With respect to Eligible Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the Determination Date: (1) the number of Eligible Loans; (2) the current aggregate Outstanding Principal Balance of the Eligible Loans; (3) the weighted average Mortgage Interest Rate of the Eligible Loans; (4) the weighted average maturity of the Eligible Loans; and (5) for any HELOC, the Combined Loan-to-Value Ratio.

Mortgage Note : The note, Home Equity Line Agreement or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgagee : The lender on a Mortgage Note.

Mortgaged Property : The real property securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor : The borrower on a Mortgage Note.

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Net Eligible Loan Balance : At any time, the lesser of (i) the aggregate sum of the Mark to Market Prices of the Eligible Loans and (ii) the aggregate sum of the Outstanding Principal Balances of Eligible Loans, excluding in each case Defaulted Loans.

Net Investment: At any time, the sum of the amounts of Transfer Price paid to the Seller for each Incremental Transfer less the aggregate amount received and applied by the Administrative Agent to reduce such Net Investment pursuant to this Agreement hereof; provided that the Net Investment shall be increased by any amount so received by the Administrative Agent if at any time the distribution of such amount is rescinded or must otherwise be returned or restored for any reason.

Notice of Liquidation: The meaning specified in Section 11.4 hereof, a form of which is attached hereto as Exhibit A.

Notice of Termination: The meaning specified in Section 11.2 hereof, a form of which is attached hereto as Exhibit B.

Officer’s Certificate : A certificate signed by the Chairman of the Board and Chief Executive Officer, the President, or any Vice President of the Seller or the Servicer, as applicable, and delivered to the Administrative Agent as required by this Agreement.

Official Body : Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Opinion of Counsel : A written opinion of counsel, who may be an employee of the Seller or the Servicer, as applicable, in a form reasonably acceptable to the Purchaser.

Original Additional Collateral Requirement : With respect to any Additional Collateral Mortgage Loan, an amount equal to the Additional Collateral required at the time of origination of such mortgage loan in order to achieve an Loan-to-Value Ratio equal to a maximum of 70%.

Outstanding Principal Balance : With respect to any Eligible Loan at any date, the then outstanding principal amount thereof as of such date excluding any accrued and outstanding Finance Charges related thereto.

Owner : At any time, the Purchaser, each APA Purchaser, if any, and all other owners by assignment or otherwise of the Eligible Loans at such time.

Payment Date : For Eligible Loans, the 10 ^th day (or if such day is not a Business Day, the immediately succeeding Business Day) of any month, commencing January 10, 1999.

Permitted Beneficiary : The meaning ascribed to such term in the Surety Bond.

Person : Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

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Piggyback HELOC : A home equity variable rate revolving line of credit secured by a mortgage on residential properties that is registered, processed and closed in conjunction with the first mortgage loan.

PHH Corporation : A Maryland corporation.

PMI Policy : A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this Agreement with respect to certain Eligible Loans.

Pooling Date : With respect to any Terminated Loan sold by the Servicer on behalf of the Owners to a third party, the date on which the pool in which such Terminated Loan is included is cut by the Servicer.

Portfolio : An Eligible Loan or pool of Eligible Loans sold to the Administrative Agent (on behalf of the Owners) on a given day pursuant to the terms hereof and the applicable Transfer Supplement.

Portfolio Aging Limitations : With respect to the age of the Eligible Loans owned by the Administrative Agent (on behalf of the Owners) on any day, the following limitations shall apply: (i) the aggregate Repurchase Price of Eligible Loans transferred to the Owners more than three (3) months prior to such day may not exceed 50% of the then-current Program Size; (ii) the aggregate Repurchase Price of Eligible Loans acquired by the Owners more than six (6) months prior to such day may not exceed 25% of the then-current Program Size; and (iii) the Seller must repurchase each Eligible Loan acquired by the Owners within one (1) year of the date of acquisition; provided , however , that, subject to Rating Agency Confirmation, the Administrative Agent and the Majority Owners may waive any of the requirements of clauses (i) and (ii) above.

Portfolio Criteria : On any day, after giving effect to the Administrative Agent’s purchase and sale (on behalf of the Owners) of mortgage loans on such day, the mortgage loans owned by the Owners in the aggregate must satisfy the following criteria: (i) the aggregate Repurchase Price of mortgage loans secured by property in California may not on such date exceed 30% of the then-current Program Size; (ii) the aggregate Repurchase Price of mortgage loans secured by property in a single state other than California may not on such date exceed 15% of the then current Program Size; (iii) the aggregate Repurchase Price of Uninsured Loans acquired on such date may not exceed 15% of the then-current Program Size; (iv) the mortgage loans (excluding FHA Loans and VA Loans) owned by the Owners must have a weighted average FICO Score of at least 675; (v) the weighted average Loan-to-Value Ratio of the mortgage loans (excluding FHA Loans, VA Loans and HELOCs) owned by the Owners must not on such date exceed 85%; (vi) the aggregate Repurchase Price of HELOCs may not on such date exceed 40% of the then-current Program Size; and (vii) the weighted average Combined Loan-to-Value Ratio of HELOCs owned by the Owners must not on such date exceed 85%.

Potential Termination Event : An event or condition which with the giving of notice, the passage of time or any combination of the foregoing, would, unless cured or waived, constitute a Termination Event.

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Principal Account : The account listed under the signature of the Administrative Agent on the signature page hereof as the “Principal Account” or such other account designated in writing to the Seller and the Servicer by the Administrative Agent.

Principal Collections : With respect to any Collection Period, all principal payments contractually due and owing under an Eligible Loan for such Collection Period, whether or not received, and all Principal Prepayments.

Principal Prepayment : Any payment or other recovery of principal made on an Eligible Loan that is received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Program Bank : Barclays Bank PLC, as Program Bank, under the Program Credit Agreement.

Program Credit Agreement : The Irrevocable Program Loan Agreement, dated as of December 12, 1991, between Sheffield Receivables Corporation and Barclays Bank PLC, New York Branch.

Program Documents : This Repurchase Agreement, the Custodial Agreement, the Revolving Asset Purchase Agreement, the Program Credit Agreement, the Issuing and Paying Agency Agreement, the Commercial Paper Dealer Agreements and the Administration Agreement.

Program Fee : The meaning specified in the Fee Letter.

Program Size: $500,000,000 (as such size may be increased or decreased in accordance with the Program Documents).

Purchaser : Sheffield Receivables Corporation, a Delaware corporation.

Qualified Depository : Any depository the accounts of which are insured by the FDIC through the BIF or the SAIF and the debt obligations of which are rated “A2” and “Aa” or better by Moody’s and S&P, respectively or such depository as shall be acceptable to Moody’s and S&P, as applicable.

Qualified Insurer : A mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and approved as an insurer by FHLMC, FNMA or GNMA.

Rating Agency : Each of S&P and Moody’s.

Rating Agency Confirmation : A written confirmation from any Rating Agency that requires written confirmation that the proposed action will not cause the reduction or withdrawal of their respective then current ratings on the outstanding Commercial Paper.

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Records : All documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to Eligible Loans and the related Mortgagors.

Related Commercial Paper : Commercial Paper issued by the Company the proceeds of which were used to acquire, or refinance the acquisition of, an interest in Eligible Loans with respect to the Seller.

Related Security : With respect to any Eligible Loan, all of the Seller’s right, title and interest in, to and under:

(i) all security agreements, mortgages, deeds of trust, Home Equity Line Agreements or other agreements that relate to such Eligible Loan;

(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Eligible Loan, whether pursuant to the Eligible Loan related to such Eligible Loan or otherwise, together with all financing statements signed by a Mortgagor describing any collateral securing such Eligible Loan;

(iii) the assignment to the Administrative Agent, for the benefit of the Owners, of all UCC financing statements covering any collateral securing payment of such Eligible Loan;

(iv) all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements of any kind from time to time supporting or securing payment of such Loan whether pursuant to the Eligible Loan or otherwise;

(v) all Records related to such Eligible Loan;

(vi) all rights and remedies of the Seller under the Custodial Agreement, together with all financing statements filed by the Seller against the Seller in connection therewith; and

(vii) all proceeds of any of the foregoing.

REO Disposition : The final sale by the Servicer of any REO Property.

REO Disposition Proceeds : All amounts received with respect to an REO Disposition (net of costs related thereto) pursuant to Section 4.17 hereof.

REO Property : A Mortgaged Property acquired by the Servicer on behalf of the Purchaser through foreclosure or by deed in lieu of foreclosure, as described in Section 4.17 hereof.

Repurchase : The meaning specified in Section 2.10 hereof.

Repurchase Date : The date specified in any Repurchase Notice, which is the date on which any Repurchase is scheduled to occur.

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Repurchase Notice : The meaning specified in Section 2.10 hereof, a form of which is attached hereto as Exhibit C.

Repurchase Price : For each Eligible Loan, an amount equal to the Transfer Price thereof at the time of the sale of such Eligible Loan to the Administrative Agent hereunder.

Repurchase Schedule : A schedule of Eligible Loans annexed to the Repurchase Notice and delivered to the Purchaser on the related Repurchase Date, such schedule setting forth the following information with respect to each Eligible Loan: (1) the identifying number for the Eligible Loan; (2) the Outstanding Principal Balance and (3) the Transfer Price. With respect to any Portfolio in the aggregate, the Repurchase Schedule shall set forth the following information, as of the related Closing Date: (1) the number of Eligible Loans; (2) the current aggregate Outstanding Principal Balance of the Eligible Loans; (3) the aggregate Transfer Price; and (4) for any HELOCs, the Combined Loan-to-Value Ratio.

Repurchase Supplement : The document pursuant to which each Eligible Loan or Eligible Loans are repurchased by the Seller or the Servicer from the Administrative Agent (on behalf of the Owners) pursuant to Sections 2.10, 2.16, 3.3 6.2 and 7.1 hereof, a form of which is attached hereto as Exhibit D.

Repurchaser : The meaning specified in Section 2.18 hereof.

Revolving Asset Purchase Agreement : The Second Amended and Restated Revolving Asset Purchase Agreement, dated as of January 14, 2005, among the Purchaser, the APA Purchasers and the Agent, as the same may be at any time amended, modified or supplemented.

SAIF : The Savings Association Insurance Fund, or any successor thereto.

Scheduled Principal Balance : As of any date of determination, (i) for any Eligible Loan, the original principal balance thereof, reduced by the principal portion of all Monthly Payments then due on or before such date of determination, whether or not received, or (ii) for any HELOC, the original principal balance thereof either (a) reduced by the principal portion of Monthly Payments, if any, then due on or before such date of determination, whether or not received, and (b) increased by a draw down on the credit line.

Securities Account : The meaning ascribed to such term in the Additional Collateral Transfer Agreement.

Securities Act of 1933 or the 1933 Act : The Securities Act of 1933, as amended.

Securities or Securitization Securities : Any note, bond or pass-through certificate that is, directly or indirectly secured by, or represents an interest in, any Eligible Loan or pool of Eligible Loans.

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Securitization or Securitized : A transaction in which any Eligible Loan or pool of Eligible Loans designated by the Servicer or the Seller is financed through or sold to a Securitization Vehicle, which vehicle issues Securities in the capital markets.

Securitization Vehicle : FHLMC, FNMA, GNMA or any trust, partnership, corporation, limited liability corporation, limited liability partnership or other state law entity that is created for the principal purpose of owning or holding an Eligible Loan or Eligible Loans which are the subject of a Securitization.

Seller : PHH Mortgage Corporation, a New Jersey corporation.

Servicer : PHH Mortgage Corporation, a New Jersey corporation, or any successor Servicer as provided herein.

Servicer Event of Default : Any one of the conditions or circumstances enumerated in Section 10.1.

Servicer Report : The meaning specified in Section 4.18 hereof, a form of which is attached hereto as Exhibit E.

Servicing Fee : With respect to the services provided by the Servicer pursuant to this Agreement, a monthly servicing fee of (i) 3/8 of 1% on the average monthly balance of Eligible Loans (excluding HELOCs), and (ii) 0.65% on the average monthly balance of HELOCs, in each case, held by the Purchaser during such month.

S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

Stand Alone HELOC : A home equity variable rate revolving line of credit secured by a mortgage on residential properties that is registered, processed and closed more than 60 days from the closing of the first mortgage loan and/or generated from a borrower with no prior relationship with the Company.

Stand Alone Hybrid HELOC : A home equity variable rate revolving line of credit secured by a mortgage on residential properties that is registered, processed and closed not more than 60 days after the closing of the first mortgage loan using the original mortgage loan documents from the first mortgage loan.

Surety Bond : That certain limited purpose surety bond identified by policy number AB0039BE, issued by AMBAC on February 28, 1996, guaranteeing payment by AMBAC to MLCC or any Permitted Beneficiary of any shortfalls that occur with respect to any Additional Collateral Mortgage Loan that becomes a Defaulted Loan.

Terminated Loan : Each Eligible Loan which is (i) sold or Securitized, (ii) prepaid in full or (iii) repurchased by the Seller.

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Termination Event : The meaning specified in Section 11.2 of this Agreement.

Transaction Costs : The meaning specified in Section 12.4 hereof.

Transfer : A transfer by the Seller to the Administrative Agent (on behalf of the Owners) of Eligible Loans, together with all Related Security and Collections with respect thereto.

Transfer Availability Amount : As of any date, an amount equal to the excess, if any, of (i) the Maximum Net Investment as of such date over (ii) the Net Investment as of such date.

Transfer Availability Fee : The meaning specified in the Fee Letter.

Transfer Documents : This Agreement, the Custodial Agreement, and the Revolving Asset Purchase Agreement.

Transfer Notice: The meaning specified in Section 2.1 hereof, a form of which is attached hereto as Exhibit F.

Transfer Price : For each Eligible Loan, excluding HELOCs, an amount equal to the lesser of (x) the Advance Percentage multiplied by the Outstanding Principal Balance of such Eligible Loan and (y) the Adjusted Mark to Market Price of such Eligible Loan; for each HELOC, the Outstanding Principal Balance of such HELOC.

Transfer Schedule : A schedule of Eligible Loans annexed to the Transfer Supplement and delivered to the Purchaser on the related Closing Date, such schedule setting forth the following information with respect to each Eligible Loan: (1) the identifying number for the Eligible Loan; (2) the Outstanding Principal Balance and (3) the Transfer Price. With respect to any Portfolio in the aggregate, the Transfer Schedule shall set forth the following information, as of the related Closing Date: (1) the number of Eligible Loans; (2) the current aggregate Outstanding Principal Balance of the Eligible Loans; (3) the aggregate Transfer Price; (4) the weighted average Mortgage Interest Rate of the Eligible Loans; and (5) for any HELOCs, the Combined Loan-to-Value Ratio.

Transfer Supplement : The document pursuant to which each Eligible Loan or Eligible Loans are transferred by the Seller to the Administrative Agent (on behalf of the Owners) pursuant to Sections 2.1 and 2.2 hereof, a form of which is attached hereto as Exhibit G.

Uninsured Loan : A mortgage loan that substantially conforms to the Guidelines, except (i) the principal balance of such Eligible Loan may exceed the principal balance of a mortgage loan that conforms to the Guidelines, (ii) maintenance of a PMI Policy will not be required and (iii) the mortgage loan is not an FHA Loan or VA Loan.

UCC : Uniform Commercial Code.

VA : The U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

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VA Approved Lender : Those lenders which are approved by the VA to act as a lender in connection with the origination of VA Loans.

VA Guaranty Proceeds : The proceeds of any payment of a VA Loan Guaranty Certificate.

VA Loan : An Eligible Loan which is the subject of a VA Loan Guaranty Certificate as evidenced by a VA Loan Guaranty Certificate, or an Eligible Loan which is a vendee loan sold by the VA.

VA Loan Guaranty Certificate : The obligation of the United States to pay a specific percentage of an Eligible Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

VA Regulations : 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.

Wet Funded Loan : A mortgage loan that is originated by the Seller and purchased by the Administrative Agent (on behalf of the Owners), prior to the delivery of the Mortgage Note to the Custodian.

Wet Funded Loan Limitation : On any day starting on the 45 ^th day after the date of this Agreement, the average daily percentage for the preceding 30 days of Wet Funded Loans, excluding Landscape Loans, as a percentage of Eligible Loans (based on principal balance) may not exceed 45%.

ARTICLE II

SALE OF ELIGIBLE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS

Section 2.1 Transfer of Eligible Loans .

At the time of any transfer pursuant to Section 2.2 hereof, the Seller hereby sells, assigns, sets over and conveys to the Administrative Agent for the benefit of the Owners, and the Owners hereby cause the Administrative Agent, on behalf of the applicable Owner or Owners, to accept such assignment, conveyance and transfer from the Seller but subject to the terms of this Agreement, of all the right, title and interest (not including (i) servicing rights with respect to the Eligible Loans, which shall be retained by the Seller pursuant to the terms of this Agreement, or (ii) the Seller’s obligation to fund advances for any HELOC pursuant to the related Home Equity Line Agreement up to the Credit Limit) of the Seller in and to any Eligible Loans, including Wet Funded Loans, originated or purchased by the Seller, together with any Related Security and Collections related to such Eligible Loans; provided , however , that the Administrative Agent (on behalf of the Owners) shall not at any

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time be required to accept Eligible Loans if after such transfer, the Net Investment would be greater than the then-current Program Size; provided , further , that mortgage loans transferred on each Closing Date must satisfy the Eligibility Criteria. The Seller shall provide a notice (a “ Transfer Notice ”) to the Administrative Agent and the Agent not later then 4:00 p.m., New York City time, one Business Day prior to the execution of any Transfer Supplement of its intention to transfer a Portfolio to the Administrative Agent (on behalf of the Owners) pursuant to a Transfer Supplement. In such notice, the Seller shall inform the Administrative Agent of the aggregate Outstanding Principal Balance of the Eligible Loans that it intends to transfer on such date, the Mark to Market Price of the Eligible Loans and the Transfer Price thereof and a preliminary Transfer Supplement shall be annexed thereto. The subject Portfolio shall be assigned, conveyed and transferred by the Seller to the Administrative Agent (on behalf of the Owners) as described in Section 2.2 hereof. Each Transfer Supplement shall be executed by the Seller and the Administrative Agent at the time of the transfer of the subject Portfolio. Notwithstanding the foregoing, the Administrative Agent, each Owner and the Seller each acknowledge and agree that the Seller is the owner of the servicing rights with respect to the Eligible Loans subject to the terms of this Agreement, and the Seller, as Servicer hereunder, is responsible for all servicing duties, in the absence of a Servicer Event of Default.

It is intended that the transfer, assignment and conveyance herein contemplated constitute a sale of the Eligible Loans, conveying good title thereto free and clear of any Liens from the Seller to the Administrative Agent (on behalf of the Owners) and that the Eligible Loans not be part of the Seller’s estate in the event of insolvency. In the event that Eligible Loans are held to be property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in the Eligible Loans, the parties intend that the Seller shall be deemed to have granted to the Administrative Agent (on behalf of the Owners) and does hereby grant a first priority perfected security interest in the Eligible Loans, in the Related Security and all the Collections related thereto now existing or hereafter arising for the purpose of securing the rights of the Administrative Agent (on behalf of the Owners) and the Owners under this Agreement, and that this Agreement shall constitute a security agreement under applicable law.

The Purchaser hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Administrative Agent (on behalf of the Owners) in connection herewith. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Administrative Agent (on behalf of the Owners) in connection herewith, including, without limitation, describing such property as “all assets” or “all property,” whether now owned or hereafter acquired.

Section 2.2 Transfer Limits .

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(a)     Subject to the terms and conditions hereof, the Seller may at any time and from time to time at its option sell, transfer and convey to the Administrative Agent (as agent for the applicable Owner or Owners) and the applicable Owner or Owners agree to cause the Administrative Agent, on behalf of the applicable Owner or Owners, to purchase from the Seller of each and every Eligible Loan identified on the Transfer Schedule attached to the Transfer Supplement relating to such Eligible Loans, together with the Related Security and all Collections with respect thereto (each an “ Incremental Transfer ”). Each Incremental Transfer shall be in an amount of $1,000,000 or any higher multiple of $100,000.

(b)     If, on any Closing Date for an Incremental Transfer, the Transfer Price to be paid on such date for such Incremental Transfer would cause the Net Investment to exceed the Maximum Net Investment or the Net Investment to exceed the Aggregate Adjusted Mark to Market Price, the Owners may, at their option, either refuse to accept such Incremental Transfer or make a smaller Incremental Transfer such that, immediately after the payment of the smaller Transfer Price, the Net Investment would not exceed the Maximum Net Investment. The Owners shall not be obligated to increase the Maximum Net Investment.

Section 2.3 All Transfers; Possession of Mortgage Loan Files; Maintenance of Mortgage Loan Files.

(a)     Subsequent to each Transfer, the Administrative Agent shall have all right, title and interest of the Seller (other than the servicing rights, which shall be retained by the Seller subject to the terms of this Agreement) in and to the Eligible Loans, the Related Security and all Collections with respect thereto, on behalf of the Owners. The Administrative Agent shall hold such interest in the Eligible Loans on behalf of the Owners in accordance with each Owners’ percentage interest in the Eligible Loans (determined on the basis of the relationship that the portion of the Net Investment funded by such Owner bears to the aggregate Net Investment of the all Owners at such time).

(b)     Pursuant to Section 2.6(b), as soon as practicable but in any event on or before the date which is 30 days after any sale of Eligible Loans to the Administrative Agent (on behalf of the Owners), the Seller shall deliver each Mortgage Note, including Mortgage Notes on Wet Funded Loans (subject to the Wet Funded Loan Limitation), to the Custodian as agent of the Administrative Agent. The Seller shall deliver the related Loan Documents to the Servicer and the contents of each Mortgage Loan File shall be held in trust by the Servicer for the benefit of the Owners. The possession of each Mortgage Loan File by the Servicer is at the will of the Administrative Agent for the sole purpose of servicing the related Eligible Loan and such retention and possession by the Servicer is in a custodial capacity only. Upon the sale of the Eligible Loans, each Mortgage Note, the related Mortgage, the Related Security and all Collections and the related Mortgage Loan File shall vest immediately in the Administrative Agent (on behalf of the Owners), and the ownership of all records and documents with respect to the related Eligible Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Administrative Agent (on behalf of the Owners) and shall be retained and maintained by the Servicer, in trust, at the will of the Administrative Agent (on behalf of the Owners) and only in such custodial capacity. The Servicer’s master data processing records shall be marked appropriately to reflect clearly the transfer of the related Eligible Loans to the Administrative Agent (on behalf of the Owners). The Custodian shall

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only release its custody of the contents of any Mortgage Loan File in its possession accordance with the Custodial Agreement.

The Mortgage Loan File shall consist of the following documents (constituting, collectively, the “ Loan Documents ”), and such other documents as the Administrative Agent may require from time to time:

(1) the original of any guarantee executed in connection with the Mortgage Note (if any);

(2) the original Mortgage with evidence of recording thereon. If in connection with any Eligible Loan, the Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Servicer, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an officer’s certificate of the Seller stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Servicer upon receipt thereof by the Seller; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage;

(3) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon;

(4) any original duly executed Assignment of Mortgage for each Eligible Loan, in form and substance acceptable for recording, and all interim assignments with evidence of recording thereon, if any; if the Eligible Loan was acquired by the Seller in a merger, any Assignment of Mortgage must be made by “[Seller], successor by merger to [name of predecessor].” If the Eligible Loan was acquired or originated by the Seller while doing business under another name, any Assignment of Mortgage must be by “[Seller], formerly known as [previous name].” If the Eligible Loan was acquired by the Seller as receiver for another entity, any Assignment of Mortgage must be by “[Seller], receiver for [name of entity in receivership].” Any Assignment of Mortgage must be duly recorded only if recordation is either necessary under applicable law to perfect or on direction of the Administrative Agent as provided in this Agreement. If any Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Custodian. If any Assignment of Mortgage is not to be recorded, such Assignment of Mortgage shall be delivered in blank;

(5) the originals of all intervening assignments of mortgage with evidence of

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recording thereon, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Seller shall deliver or cause to be delivered to the Servicer, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of the Seller stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Servicer upon receipt thereof by the Seller; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in a case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment;

(6) if available, the original mortgagee title insurance policy or attorney’s opinion of title and abstract of title, or if the policy has not yet been issued, (a) the irrevocable written commitment, interim binder or marked up binder for a title insurance policy issued by the title insurance company dated and certified as of the date the Eligible Loan was funded, or (b) a copy of the applicable escrow instructions indicating the name of the title company with, in either case, a statement by the title insurance company or closing attorney on such binder or commitment or escrow instructions that the priority of the lien on the related Mortgage during the period between the date of the funding of the related Eligible Loan and the date of the related title policy is insured;

(7) the original of any security agreement, chattel mortgage, securities account control agreement, guarantee, filings or equivalent document executed in connection with the Mortgage;

(8) the original of any primary mortgage insurance policy (if any); and

(9) if the Eligible Loans are sold to the Agencies, the originals of other documents, forms, releases, certifications and papers required by the applicable Agency Custodial Agreement.

Section 2.4 Determination of Transfer Price; Deposit by Seller.

(a)     Upon notice from the Seller to the Administrative Agent of the prospective transfer of a Portfolio by the Seller to the Administrative Agent (on behalf of the Owners) under Section 2.2 hereof, the Seller shall submit to the Administrative Agent (i) a Transfer Supplement and Transfer Schedule and (ii) the Closing Date for the sale of the Portfolio. The Seller shall not choose a preliminary Closing Date which is less than one Business Day from the date that the Administrative Agent receives the items specified in the preceding sentence. Not later than 8:00 a.m. on the Closing Date, the Seller shall notify the Administrative Agent of its calculation of the Transfer Price for the

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Portfolio. If the Administrative Agent does not agree with such calculation or the Transfer does not close for any other reason, the Closing Date for the Portfolio shall be rescheduled to a later date, at its option, by the Seller. The Administrative Agent (on behalf of the Owners) and the Seller shall use their best efforts to close the transfer of any Portfolio on any such Closing Date. The Administrative Agent (on behalf of the Owners) shall pay to the Seller the Transfer Price of any Eligible Loan transferred to the Administrative Agent (on behalf of the Owners) hereunder in immediately available funds not later than 2:00 p.m., New York City time, on the Closing Date. Each mortgage loan must satisfy the Eligibility Criteria and the Eligibility Representations.

(b)     The Transfer Price of the initial Transfer shall equal the Owners’ initial Net Investment. Each Transfer Notice shall be irrevocable and binding on the Seller and the Seller shall indemnify the applicable Owner or Owners against any loss or expense incurred by the applicable Owner or Owners, as a result of any failure by the Seller to complete such Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the applicable Owner or Owners, either directly or indirectly, including, in the case of the Purchaser, losses and expenses incurred through the Program Credit Agreement, by reason of the liquidation or reemployment of funds acquired by the applicable Owner or Owners (including, without limitation, funds obtained by issuing commercial paper (in the case of the Purchaser) or promissory notes or obtaining deposits as loans from third parties) for the applicable APA Purchaser or APA Purchasers to fund such Incremental Transfer; provided , however , that the Seller shall have no obligation to indemnify any Owner for any loss or expense resulting from failure of the Administrative Agent, the Purchaser or any APA Purchaser to perform its obligations hereunder. The Owner or Owners shall make a good faith effort to mitigate any of the losses or expenses described in the preceding sentence and incurred as a result of the failure by the Seller to complete such Incremental Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the applicable Owner or Owners, either directly or indirectly including, in the case of the Purchaser, losses and expenses incurred through the Program Credit Agreement. The Administrative Agent shall notify the Seller of the amount determined by the applicable Owner or Owners for such loss or expense. Such amount shall be due and payable by the Seller to the Administrative Agent for distribution to the applicable Owner or Owners ten Business Days after such notice is given.

Section 2.5 Transfer Commitment Term.

The commitment of the Administrative Agent (on behalf of the Owners) under this Agreement to accept the Transfer of any interest in Eligible Loans shall expire on the Expiration Date.

Section 2.6 Books and Records; Transfers of Eligible Loans; Custodial Agreement.

(a)     From and after each related Closing Date, all rights arising with respect to the Eligible Loans transferred (not including (i) servicing rights with respect to the Eligible Loans, which shall be retained by the Seller subject to the terms of this Agreement or (ii) the Seller’s obligation to fund future advances for any HELOC pursuant to the related Home Equity Line Agreement up to the Credit Limit) pursuant to any Transfer Supplement including but not limited to all funds received on or in connection with the Eligible Loans, shall be received and held by the Servicer in trust for the

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benefit of the Administrative Agent (on behalf of the Owners). Pursuant to the Custodial Agreement, the Custodian shall hold all of the Mortgage Notes as described in such Custodial Agreement.

The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Eligible Loan which shall be marked clearly to reflect the transfer of each Eligible Loan to the Administrative Agent (on behalf of the Owners). In particular, the Servicer shall maintain in its possession, available for inspection by the Administrative Agent, the Agent or their respective designees, evidence of compliance with applicable laws, rules and regulations. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds, Insurance Proceeds, VA Guaranty Proceeds, FHA Proceeds or Securitization proceeds, documents maintained by the Servicer may be in the form of microfilm or microfiche or such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the Servicer complies with the requirements of the Guidelines.

The Servicer shall maintain with respect to each Eligible Loan and shall make available for inspection, upon reasonable advance notice, at the offices of the Servicer during normal business hours by the Administrative Agent, the Agent, any CP Dealer or their respective designees the related Mortgage Loan File during the time the Administrative Agent retains ownership of an Eligible Loan and thereafter in accordance with applicable laws and regulations.

(b)     Pursuant to the Custodial Agreement delivered to the Purchaser in connection with the Original Repurchase Agreement, the Seller shall, from time to time in connection with each Transfer of Eligible Loans pursuant to the terms of this Agreement, deliver to the Custodian, on or before the date which is 30 days after the related Closing Date, the Mortgage Note for each Eligible Loan transferred. The Custodian shall hold all Mortgage Notes in trust as agent for the Administrative Agent (on behalf of the Owners).

Section 2.7 Selection of Interest Rates and Interest Periods; Eurodollar Protection; Illegality.

(a)      Prior to the Expiration Date; Eligible Loans Held on Behalf of the Purchaser .

At all times hereafter, but prior to the Expiration Date and not with respect to any undivided interest in the Eligible Loans held on behalf of the APA Purchasers (or any of them), the Seller may, subject to the Purchaser’s approval and the limitations described below, request that the Net Investment be allocated among one or more funding periods, so that the aggregate amounts so allocated at all times shall equal the Net Investment held on behalf of the Purchaser. The Seller shall give the Purchaser irrevocable notice by telephone of the new requested funding period(s) at least one (1) Business Day prior to the expiration of any then existing funding period; provided , however , that the Purchaser may select, in its sole discretion, any such new funding period if (i) the Seller fails to provide such notice on a timely basis or (ii) the Purchaser determines, in its sole discretion, that the funding period requested by the Seller is unavailable or for any reason commercially undesirable. The Purchaser confirms that it is its intention to fund all or substantially all of the Net Investment held on behalf of it by issuing Related Commercial Paper and that it will use its reasonable best efforts to fund through the issuance of Related Commercial Paper if it is commercially reasonable to

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do so; provided that the Purchaser may determine, from time to time, in its sole discretion, that funding such Net Investment by means of Related Commercial Paper is not possible or is not desirable for any reason.

(b)      After the Expiration Date; Eligible Loans Held on behalf of the Purchaser .

At all times on and after the Expiration Date, with respect to any portion of the Eligible Loans which shall be held by the Administrative Agent on behalf of the Purchaser, the Administrative Agent shall select all funding periods and rates applicable thereto.

(c)      Prior to the Expiration Date; Eligible Loans Held on Behalf of APA Purchasers .

At all times with respect to any undivided interest in the Eligible Loans held by the Administrative Agent on behalf of the APA Purchasers, but prior to the Expiration Date, the initial funding period applicable to such portion of the Net Investment allocable thereto shall be a period of not greater than 14 days and shall accrue Carrying Costs on the basis of the Base Rate. Thereafter, with respect to such portion, and with respect to any other portion of the Eligible Loans held on behalf of the APA Purchasers (or any of them), provided that the Expiration Date shall not have occurred, Carrying Costs shall accrue with respect thereto at either the Base Rate or the Adjusted LIBOR Rate, at the Seller’s option. The Seller shall give the Administrative Agent irrevocable notice by telephone of the new requested funding period at least three (3) Business Days prior to the expiration of any then existing funding period. If the Seller has requested that Carrying Costs accrue at the Adjusted LIBOR Rate, the funding period shall commence three (3) London Business Days after notice of such request (and prior to such commencement shall accrue at the applicable rate for the prior funding period or otherwise shall accrue at the Base Rate). Each funding period for which Carrying Costs accrue at the Adjusted LIBOR Rate shall be for a period of 1, 2 or 3 months. In the case of any funding period outstanding upon the occurrence of the Expiration Date, such funding period shall end on the date of such occurrence.

(d)      After the Expiration Date; Eligible Loans Held on Behalf of APA Purchasers .

At all times on and after the Expiration Date, with respect to any portion of the Eligible Loans held by the Administrative Agent on behalf of the APA Purchasers, the Administrative Agent shall select all funding periods and rates applicable thereto.

(e)      Eurodollar Rate Protection; Illegality .

(i) If the Administrative Agent is unable to obtain on a timely basis the information necessary to determine the LIBOR Rate for any proposed funding period, then

(A) the Administrative Agent shall forthwith notify the Purchaser or APA Purchasers, as applicable, and the Seller that the Adjusted LIBOR Rate cannot be determined for such funding period, and

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(B) while such circumstances exist, neither the Purchaser, the APA Purchasers nor the Administrative Agent shall allocate the Net Investment of any additional Eligible Loans purchased during such period or reallocate the Net Investment allocated to any then existing funding period ending during such period, to a funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate.

(ii) If, with respect to any outstanding funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, any of the APA Purchasers on behalf of which the Administrative Agent holds any Eligible Loans therein notifies the Administrative Agent that it is unable to obtain matching deposits in the London inter-bank market to fund its purchase or maintenance of its share of the Net Investment in such Eligible Loans or that the Adjusted LIBOR Rate applicable to its Net Investment in such Eligible Loans will not adequately reflect the cost to the APA Purchaser of funding or maintaining its respective Net Investment for such funding period then the Administrative Agent shall forthwith so notify the Seller, whereupon neither the Administrative Agent nor the APA Purchasers, as applicable, shall, while such circumstances exist, allocate any Net Investment of any additional Eligible Loans purchased during such period or reallocate the Net Interest allocated to any funding period ending during such period, to a funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate, and such APA Purchaser’s share of the Net Investment allocated to such funding period shall be deemed to accrue Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such funding period.

(iii) Notwithstanding any other provision of this Agreement, if any of the APA Purchasers, as applicable, shall notify the Administrative Agent that such APA Purchaser has determined that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful to fund or maintain its Net Investment in Eligible Loans at the Adjusted LIBOR Rate, then (x) as of the effective date of such notice from such APA Purchaser to the Administrative Agent, the obligation or ability of the APA Purchaser to fund its Net Investment at the Adjusted LIBOR Rate shall be suspended until such APA Purchaser notifies the Administrative Agent that the circumstances causing such suspension no longer exist and (y) the Net Investment allocated to each funding period which accrues Carrying Costs on the basis of the Adjusted LIBOR Rate in which such APA Purchaser owns an interest shall either (1) if such APA Purchaser may lawfully continue to maintain such Net Investment at the Adjusted LIBOR Rate until the last day of the applicable funding period, be reallocated on the last day of such funding period to another funding period in respect of which the Net Investment allocated thereto which accrues Carrying Costs on a basis other than the Adjusted LIBOR Rate or (2) if such APA Purchaser shall determine that it may not lawfully continue to maintain such Net Investment at the Adjusted LIBOR Rate until the end of the applicable funding

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period, such APA Purchaser’s share of the Net Investment allocated to such funding period shall be deemed to accrue Carrying Costs on the basis of the Base Rate from the effective date of such notice until the end of such funding period.

Section 2.8 Seller’s Obligation to Pay Carrying Costs.

The Administrative Agent shall notify the Seller on each Determination Date of the Carrying Costs for the preceding Collection Period. On the related Payment Date, the Seller shall pay to the Administrative Agent in immediately available funds an amount equal to such Carrying Costs for deposit by the Administrative Agent to the Carrying Costs Account.

Section 2.9 Allocation of Collections.

(a)     On each day after the day of the initial Incremental Transfer, with respect to all Collections received on such day, the Owners shall be entitled to all Principal Collections, and within one Business Day of receipt thereof the Servicer shall deposit to the Principal Account an amount equal to the aggregate of all such Principal Collections; provided that if a Termination Event shall have occurred and be continuing, all such Principal Collections shall be deposited by the Servicer within one Business Day of the receipt thereof into the Collateral Account for application in reduction of the Net Investment.

(b)     On each day, if a Termination Event shall not have occurred and be continuing, Finance Charge Collections received by the Servicer shall be remitted by the Servicer to the Seller; provided that if a Termination Event shall have occurred and be continuing, within one Business Day of receipt thereof the Servicer shall deposit into the Collateral Account for application in reduction of the Net Investment.

Section 2.10 Seller’s Option to Repurchase Eligible Loans.

The Seller, at its option, may from time to time request the assignment, transfer and conveyance of Eligible Loans from the Administrative Agent (on behalf of the Owners) to the Seller (a “ Repurchase ”). The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

Section 2.11 Margin Payment Obligation; Margin Call Account; Withdrawals.

(a)     If at any time the Adjusted Net Investment shall exceed the Aggregate Adjusted Mark to Market Price, by an amount equal to or greater than the Margin Call Trigger Amount (such condition, a “ Margin Call Condition ”), the Administrative Agent may, by written notice to the Seller, require the Seller to pay to the Administrative Agent (a “ Margin Payment ”), in an amount (the “Margin Payment Amount”) equal to such excess of the Adjusted Net Investment over the Aggregate Adjusted Mark to Market Price. Provided that such notice is delivered to the Seller by the Administrative Agent prior to 11:00 a.m. on any Business Day on which a Margin Call Condition exists, the Seller shall pay to the Administrative Agent prior to 5:00 p.m. on such Business Day an

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amount equal to the Margin Payment Amount and if received after 11:00 a.m., such notice shall be deemed received on the next succeeding Business Day.

(b)     All amounts paid by the Seller to the Administrative Agent in respect of Margin Payment Amounts shall be deposited by the Administrative Agent into the Margin Call Account and held for the benefit of the Owners.

(c)     On any day on which a Termination Event shall not have occurred and be continuing, if the amount on deposit in the Margin Call Account exceeds the excess, if any, of the Adjusted Net Investment over the Aggregate Adjusted Mark to Market Price, such excess shall be withdrawn from the Margin Call Account by the Administrative Agent and paid to the Seller.

(d)     If a Termination Event shall have occurred and be continuing, all amounts on deposit in the Margin Call Account, if any, shall be withdrawn by the Admi in reduction of the Net Investment. nistrative Agent and deposited into the Collateral Account and applied

Section 2.12 Liquidation Settlement Procedures.

Following the date on which the Net Investment has been reduced to zero and all other Aggregate Unpaids have been paid in full, (i) the Administrative Agent, on behalf of the Owners, shall be considered to have reconveyed to the Seller all of the Administrative Agent’s right, title and interest in and to the Eligible Loans and (ii) the Administrative Agent, on behalf of the Owners, shall execute and deliver to the Seller, at the Seller’s expense, such documents or instruments as are necessary to terminate the Administrative Agent’s interest in the Eligible Loans. Any such documents shall be prepared by or on behalf of the Seller.

Section 2.13 Protection of Ownership Interest of the Administrative Agent (on behalf of the Owners).

The Seller agrees that it will from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Administrative Agent may reasonably request in order to perfect or protect the interest of the Administrative Agent (on behalf of the Owners) in the Eligible Loans or to enable the Administrative Agent or the Owners to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, the Seller will upon the request of the Administrative Agent or any of the Owners, in order to accurately reflect this assignment, transfer and conveyance transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by the Administrative Agent or any of the Owners. The Seller shall upon request of the Administrative Agent or any of the Owners obtain such additional search reports as the Administrative Agent or any of the Owners shall request. To the fullest extent permitted by applicable law, the Administrative Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Seller’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Seller

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shall not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York) nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Administrative Agent at least thirty (30) days prior notice thereof and (ii) prepared at Seller’s expense and delivered to the Administrative Agent all financing statements, instruments and other documents necessary to preserve and protect the Eligible Loans and the Net Investment therein or requested by the Administrative Agent in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Seller.

The Seller agrees that it will at its expense, on or prior to the Closing Date indicate clearly and unambiguously in its master data processing records that the Eligible Loans have been conveyed to the Administrative Agent, for the benefit of the Owners pursuant to this Agreement. The Seller further agrees to deliver or to cause the Servicer to deliver to the Administrative Agent a computer file or microfiche list containing a true and complete list of all such Eligible Loans, identified by loan number and by Outstanding Principal Balance as of the Closing Date. The Seller agrees to deliver or to cause the Servicer to deliver to the Administrative Agent within five (5) Business Days of the request therefor by the Administrative Agent a computer file or microfiche list containing a true and complete list of all Eligible Loans in existence as of the last day of the prior Collection Period, identified by loan number and by Outstanding Principal Balance as of the last day of the prior Collection Period. The Servicer agrees, on behalf of the Seller, at its own expense, by the end of each Collection Period in which any Eligible Loans have been originated to indicate clearly and unambiguously in its master data processing records that the Eligible Loans created have been conveyed to the Administrative Agent, for the benefit of the Owners, pursuant to this Agreement.

Section 2.14 Fees.

The Seller shall pay the non-refundable fees set forth in the Fee Letter. Any of the fees described in the Fee Letter which are accrued but unpaid on the Expiration Date shall be paid in full by the Seller on the Expiration Date.

Section 2.15 Optional Reduction of Maximum Net Investment; Optional Margin Payment.

(a)     The Seller may reduce in whole or in part the Maximum Net Investment (but not below the Net Investment) by giving the Administrative Agent written notice thereof at least five Business Days before such reduction is to take place; provided, however, that any partial reduction shall be in an amount of $5,000,000 or any higher multiple of $1,000,000. The Seller shall pay the Purchaser any accrued and unpaid Transfer Availability Fee on the date of such reduction with respect to the reduction amount.

(b)     If, at any time, the Net Investment exceeds the Aggregate Adjusted Mark to Market Price, the Seller may fund the Margin Call Account on the next Business Day after such determination in an amount up to an amount sufficient to cause the Adjusted Net Investment not to exceed the Aggregate Adjusted Mark to Market Price.

Section 2.16 Mandatory Repurchase Under Certain Circumstances.

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(a)     The Seller agrees to repurchase from the Administrative Agent (as agent for the Owners) each Eligible Loan if at any time the Administrative Agent, on behalf of the Owners, shall cease to have a perfected ownership interest, or a first priority perfected security interest, in such Eligible Loan, free and clear of any Lien (except as provided herein), within five days of notice thereof by the Administrative Agent. The Repurchase Price shall be paid by the Seller to the Administrative Agent for deposit to the Collateral Account for application in reduction of the Net Investment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

(b)     If an APA Purchaser’s Purchase Commitment (as defined in the Revolving Asset Purchase Agreement) terminates and no other APA Purchaser(s) or replacement APA Purchaser(s) accept such terminating APA Purchaser’s Purchase Commitment, the Maximum Net Investment shall be automatically reduced by the amount of such APA Purchaser’s Purchase Commitment. If, following such reduction of the Maximum Net Investment, the Net Investment is greater than the Maximum Net Investment, the Seller agrees to repurchase from the Administrative Agent sufficient Eligible Loans that upon the payment of the Repurchase Price therefor to the Administrative Agent for deposit to the Collateral Account for application in reduction of the Net Investment, the Adjusted Net Investment will be less than the Maximum Net Investment. Such payment or funding shall occur on the date of termination of the APA Purchaser’s Purchase Commitment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

(c)     The Seller hereby agrees, with respect to each Eligible Loan transferred to the Administrative Agent (on behalf of the Owners) hereunder, to repurchase such Eligible Loan from the Administrative Agent not later than 364 days following the transfer thereof to the Administrative Agent at a price equal to the Repurchase Price of such Eligible Loan. The Seller also agrees to repurchase (i) each Defaulted Loan within five (5) Business Days of such Eligible Loan becoming a Defaulted Loan, (ii) each Eligible Loan (other than a Defaulted Loan or Delinquent Loan) that ceases to satisfy the Eligibility Criteria within five (5) Business Days of such failure, and (iii) all Eligible Loans on or before the termination of the Revolving Asset Purchase Agreement or upon the delivery of a Notice of Termination pursuant to Section 11.2 hereof, in each case for an amount equal to the Repurchase Price thereof. In connection with each such repurchase, the Seller shall pay to the Administrative Agent an amount equal to the Repurchase Price for such Eligible Loan. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

(d)     If on any day the Net Investment is greater than the Maximum Net Investment then the Seller shall immediately repurchase from the Administrative Agent (on behalf of the Owners) at the respective Repurchase Prices thereof sufficient Eligible Loans so that, when the aggregate Repurchase Price is deposited into the Collateral Account, the Adjusted Net Investment will be less than or equal to the Maximum Net Investment. The aggregate Repurchase Price shall be deposited to the Collateral Account for application in reduction of the Net Investment. The subject Eligible Loans shall be repurchased, reassigned and reconveyed to the Seller in accordance with the provisions of Section 2.18 hereof.

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Section 2.17 Payments and Computations, Etc.; Allocation of Collections.

(a)     All per annum fees payable under this Agreement shall be calculated for the actual days elapsed on the basis of a 360-day year. All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof in immediately available funds no later than (i) in the case of the Seller, 12:30 p.m. (New York City time) on the day when due and (ii) in the case of the Servicer, no later than 11:30 a.m. (New York City time) on the day when due; if such amounts are payable to an Owner or Owners they shall be paid or deposited in the Administrative Agent’s account indicated on the signature page hereof, until otherwise notified by the Administrative Agent. The Seller shall, to the extent permitted by Law, pay to the Administrative Agent for the account of each Owner upon demand of the Administrative Agent, interest on all amounts not paid or deposited when due to the Administrative Agent for the account of each Owner hereunder at a rate equal to 2% per annum plus the Base Rate. All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed other than computations of interest calculated by reference to the Base Rate which shall be calculated on the basis of a 365- or 366- day year, as applicable.

Section 2.18 Repurchase Procedures.

(a)     With respect to each repurchase of an Eligible Loan by the Seller or the Servicer (each, a “Repurchaser”) hereunder, the Repurchaser shall provide a notice (a “Repurchase Notice”) to the Administrative Agent and the Agent not later than 4:00 p.m., New York City time, one Business Day prior to the execution of a Repurchase Supplement of its intention to effect a repurchase of Eligible Loans. In such notice, the Repurchaser shall specify the Eligible Loans it intends to repurchase on such date and the Repurchase Price thereof and shall attach a preliminary Repurchase Schedule listing such Eligible Loans. Each Repurchase Supplement shall be executed by the Repurchaser and the Administrative Agent (on behalf of the Owners) at the time of the repurchase of the subject Eligible Loans.

(b)     Upon notice by the Repurchaser to the Administrative Agent of the prospective repurchase of Eligible Loans, the Repurchaser shall submit to the Administrative Agent (i) a Repurchase Supplement and Repurchase Schedule and (ii) the Closing Date for the repurchase of the Eligible Loans identified on the Repurchase Schedule. The Repurchaser shall not choose a preliminary Repurchase Date which is less than one Business Day from the date that the Administrative Agent receives the items specified in the preceding sentence. Not later than 9:00 a.m. on the Repurchase Date, the Repurchaser shall notify the Administrative Agent of its calculation of the Repurchase Price for the Eligible Loans to be repurchased. If the Administrative Agent does not agree with such calculation or the Transfer does not close for any other reason, the Repurchase Date for such Eligible Loans shall be rescheduled to a later date by the Repurchaser. The Administrative Agent (on behalf of the Owners) and the Repurchaser shall use their best efforts to close the repurchase of any such Eligible Loans on any such Repurchase Date. Each Repurchase Supplement shall be executed by the Repurchaser and the Administrative Agent at the time of the repurchase of the subject Eligible Loans.

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(c)     On the date of such repurchase, the Repurchaser shall pay to the Administrative Agent not later than 4:00 p.m., New York City time, in immediately available funds an amount equal to such Repurchase Price. Upon receipt of the Repurchase Price thereof by the Administrative Agent, the Administrative Agent (on behalf of the Owners) and the Repurchaser shall arrange for the Repurchase of such Eligible Loans to the Repurchaser and the delivery to the Repurchaser of any documents held by the Custodian relating to the repurchased Eligible Loans. If no Termination Event has occurred and is continuing, the Administrative Agent shall pay to the Repurchaser on such Repurchase Date all amounts held in the Principal Account that were received as Principal Collections on such Eligible Loans.

(d)     The aggregate Repurchase Price paid by the Repurchaser to the Administrative Agent shall, upon receipt by the Adm