Common use of Sale and Conveyance of Mortgage Loans Clause in Contracts

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any accrued but unpaid by the Mortgage Loan Remittance Rate Borrower from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser's request for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and subject to the approval of the Mortgage Loan Schedule at Purchaser's sole discretion. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 48 hours prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any, accrued but unpaid by the Mortgage Loan Remittance Rate from Borrower through the Cut-Off Date to day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Funding Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 4:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. B-1. Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, (ii) all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of rights under any such payment which is allocable Hazard Insurance Policy relating to the period prior to the Funding Date). The principal balance of each a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, and (v) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser’s request for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, which shall be delivered by the Sellers to the Purchaser no later than 5 Business Days prior to the related Funding Date, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its Custodian, Legal Documents required pursuant to Schedule B. B-1. The Custodian shall be required to certify its receipt of the Legal Documents required to be delivered pursuant to the Custodial Agreement prior to the related Funding Date, as evidenced by the initial certification of the Custodian in the form annexed to the Custodial Agreement. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or, subject to Section 2.03, electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. In addition to any rights granted to the Purchaser hereunder to underwrite the Mortgage Loans and review the Legal Documents and Credit Documents prior to the Funding Date, the Purchaser shall be entitled to conduct a due diligence review of the Mortgage Files in accordance with the timetable and any additional terms and conditions set forth in the Purchase Price and Terms Letter. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 3:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding off Date and all payments (exclusive of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period due and payable prior to the Funding Cut-off Date). The principal balance of each , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, and (v) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annxxxx hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexxx hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. X-x. Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_ __ __ __ __ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at interest, if any accrued but unpaid by the Mortgage Loan Remittance Rate Borrower from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed hxxxxo as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding off Date and all payments (exclusive of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period due and payable prior to the Funding Cut-off Date). The principal balance of each , (ii) all rights under any Hazard Insurance Policy relating to a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, (v) all rights under the CITCF-NY Purchase Agreement and the CITSF Purchase Agreement and (vi) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each 207 Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_________________ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser's request for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed xxxxto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser Agreement and Sellerthe related Purchase Price and Terms Letter. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexed xxxxto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's requestB-1. Within 30 days following each funding date , Seller shall make the Credit Documents available to Purchaser upon Purchaser’s request for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form anxxxxd hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_________________ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its Custodian, the Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution substitution, indemnification or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The applicable Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_ _ _ _ _ _ _ _ _ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed conf1nIled by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Pendent Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan ScheduleSchedule attached to the applicable Term Sheet, subject to the terms and conditions of this AgreementAgreement and the applicable Term Sheet. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. .The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its designee Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant GuideGuide or are otherwise unacceptable to Purchaser, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on On the price and terms set forth herein. Purchaser, on any Funding Closing Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions hereof, the Seller shall, and by execution of this Agreement. Purchaser will purchase Mortgage Loan(s) from SellerAgreement hereby does, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assignassign absolutely, set over and otherwise convey to the PurchaserPurchaser without recourse, without recourse except as set forth in for the terms of this Agreement, and the Purchaser will purchaseshall, and by execution of this Agreement hereby does, purchase (i) all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed Loans, including, without limitation, the security interests in the related Mortgaged Properties and any related Mortgages and Notes, the Seller's interest in any related Mortgaged Property which has been acquired by it hereunderforeclosure or deed in lieu of foreclosure, as identified on the Mortgage Loan Schedule. Examination and all payments thereon and proceeds of the Mortgage Files may be made conversion thereof, voluntary or involuntary, and all interest and principal received by Purchaser the Seller on or its designee as follows. No later than five business days prior with respect to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date on and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, (ii) all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of rights under any such payment which is allocable Hazard Insurance Policy relating to the period prior to the Funding Date). The principal balance of each a Mortgaged Property securing a Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser the creditor of such Mortgage Loan, (iii) the proceeds from any Errors and Omissions Protection Policy and all rights under any blanket hazard insurance policy to the extent they relate to the Mortgage Loan or the Mortgaged Properties related thereto, (iv) all documents contained in the Files with respect to the Mortgage Loans, (v) all rights under the CITCF-NY Purchase Agreement and the CITSF Purchase Agreement and (vi) all proceeds in any way derived from any of the foregoing. The parties intend and agree that the conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute an absolute sale. The Seller hereby declares and covenants that it shall at no time have any legal, equitable or beneficial interest in, or any right, including without limitation any reversionary or offset right, to the Certificate Account, and that, in the event it receives any of the same, it shall hold same in trust for subsequent remittance by Seller the benefit of the Trust on behalf of the Certificateholders and shall immediately endorse over to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to SellerTrust any such amount it receives.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. X-x . Upon the Purchaser's request, Seller shall make the Credit Documents available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$----------------- (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller[amount] (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) Loans from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; , or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files Files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to SellerSeller by 2:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at Price for the Mortgage Loan Remittance Rate from Loans, which shall be calculated in accordance with the Cut-Off Date terms of the related Purchase Price and Terms Letter and paid by the Purchaser to the Funding Date, according to Sellers in accordance with the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Bill of Sale with respect to the Mortgage Loans in the form annexex xxreto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due on and after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from and including the Cut-off Date through and including the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. The Seller agrees to sell and the Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedulethe Purchase Advice (as defined in the Purchaser Guide), on the price and terms set forth herein. The Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan SchedulePurchase Advice, subject to the terms and conditions of this Agreement. The Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by the Purchaser and the applicable Seller, provided that in the event that the Purchaser wishes to terminate the purchase of any particular Mortgage Loan product line set forth in the Cendant Guide, the Purchaser shall give the Sellers 60 days prior written notice of such termination, and shall purchase, in accordance with its ordinary practice and pursuant to the terms hereof, Mortgage Loans of such product originated by a Seller during such notice period. The closing shall, at the Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by the Purchaser or its designee as follows. No later than five business days Business Days prior to the Funding Date, Seller will deliver to the Purchaser or Custodian Legal Documents required pursuant to Schedule B. B-l . Upon the Purchaser's request, Seller shall make the Credit Documents Docuxxxts available to the Purchaser for review, at the applicable Seller's place of business and during reasonable business hours. If the Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at the Purchaser's discretion. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect the Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, the Purchaser will pay to the Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of the Purchaser. The Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_________________ (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Concurrently with the execution and delivery hereof, the Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$_____________________ (the 269 "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third- party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller.$ (the "Purchase Price"). Section 2.2

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will make its best effort to pay to Sellerthe Seller by 4:00 p.m. Eastern Standard Time, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller Servicer after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, purchase those certain Mortgage Loans identified in a on the Mortgage Loan Schedule, at the Purchase Price and on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, place as the parties shall agree. On the Funding Closing Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan ScheduleLoans. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Closing Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretionB-1. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. The Purchaser shall have the opportunity to conduct a corporate due diligence of the Sellers, including but not limited to, on site review of the Sellers’ facilities and discussions with either Seller’s management. The Purchaser may conduct such review prior to the Closing Date. On the Funding Date and in accordance with Closing Date, subject to the terms herein, the Purchaser will pay to Seller, the Sellers by 4:00 p.m. Eastern Standard Time by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the Funding day immediately preceding the Closing Date, according to the instructions to be provided, respectively, by Cendant PHH Mortgage and the TrustXxxxxx’x Gate. The Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Closing Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Closing Date. The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of the Purchaser for subsequent remittance by Seller the Sellers to the Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller the Servicer or the Sellers after the Funding Cut-off Date shall belong to the applicable Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees The Sellers agree to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Sellerthe Sellers, from time to time on such Funding Dates as may be agreed upon by Purchaser and Sellerthe Sellers. The closing shall, at Purchaser's ’s option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, the applicable Seller will deliver to Purchaser or Custodian its custodian, the Mortgage Loan Schedule and Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's ’s request, the applicable Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at such Seller's ’s place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant PHH Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's ’s discretion. Purchaser may, at its option and without notice to Sellerthe Sellers, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's ’s rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Sellerthe Sellers, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage PHH and the Trust. The applicable Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller The Sellers shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller the Sellers to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Sellerthe Sellers.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1 Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee as an intended third-party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$--------------- (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell Section 2.1Sale and Purchaser agrees to purchase, from time to time, those certain Conveyance of Mortgage Loans identified in a Mortgage Loan ScheduleConcurrently with the execution and delivery hereof, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the PurchaserTrustee, without recourse except as set forth in this Agreementrepresentation, warranty or recourse, and the Purchaser will purchaseTrustee hereby accepts delivery of, all of the Seller's right, title and interest of the applicable Seller in and to (i) the Conveyed Mortgage Loans being conveyed by it hereunderand all rights pertaining thereto, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to (ii) all scheduled payments of principal 260 and interest due after the Cut-Off DateDate and received by the Seller with respect to the Conveyed Mortgage Loans at any time, (iii) all other recoveries of principal collected prepayments received by the Seller after the Funding Cut-Off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable with respect to the period prior Conveyed Mortgage Loans, and (iv) any property which secured a Conveyed Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date (such assets described in clauses (i) through (iv) collectively referred to herein as the "Conveyed Assets," and the transfer and assignment by the Seller thereof referred to herein as the "Conveyance"). Notwithstanding anything herein to the Funding Date). The principal balance of each Mortgage Loan as contrary, the transfer of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date Conveyed Assets shall not be applied constitute the Trustee an intended third- party beneficiary under the Revolving Loan Purchase Agreement and nothing herein shall entitle the Trustee to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser any representation, warranty, covenant or remedy contained therein or assigned thereby. The price for subsequent remittance the Conveyed Assets to be paid by Seller to Purchaser. All scheduled payments of principal due the Trustee on or before the Funding Date and collected by Seller after the Funding Closing Date shall belong be an amount equal to Seller$465,612,355.49 (the "Purchase Price").

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on at the price and on the terms set forth hereinherein and in the related Purchase Price and Terms Letter. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this AgreementAgreement and the related Purchase Price and Terms Letter. Purchaser will purchase Mortgage Loan(s) from Seller, from time up to time four (4) times per month on such Funding Dates as may be agreed upon by Purchaser and Seller. The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days 5 Business Days prior to the Funding Date, Seller will deliver to Purchaser or Custodian its custodian, Legal Documents required pursuant to Schedule B. B-1. Upon Purchaser's request, Seller shall make the Credit Documents available in either original paper form or electronic imaged format to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, or the representations and warranties in Section 3.03 of this Agreement, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate interest, if any, accrued from the Cut-Off off Date to through the day immediately preceding the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to Purchaser a Warranty Xxxx of Sale with respect to the Mortgage Loans in the form annexed hereto as Exhibit 10. Purchaser shall be entitled to all scheduled principal due after the Cut-Off off Date, all other recoveries of principal collected after the Funding Cut-off Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). Notwithstanding the foregoing, on the first Remittance Date after the Funding Date the Purchaser shall be entitled to receive the interest accrued from the Cut-off Date through the day immediately preceding the Funding Date). The principal balance of each Mortgage Loan as of the Funding Cut-off Date is determined after application of payments of principal due on or before the Funding Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Cut-off Date shall not be applied to the principal balance as of the Funding Cut-off Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Cut-off Date and collected by Seller after the Funding Cut-off Date shall belong to Seller.

Sale and Conveyance of Mortgage Loans. Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only such Mortgage Loans set forth in the applicable Mortgage Loan Schedule, subject to the terms and conditions of this Agreement. Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by Purchaser and Seller. .The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule. Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days prior to the Funding Date, Seller will deliver to Purchaser or Custodian Legal Documents required pursuant to Schedule B. Upon Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans that do not conform to the Cendant Guide, such Mortgage Loans will be deleted from the Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase, substitution or other relief as provided herein. On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust. Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.Funding