PHH CORP Contracts & Agreements

Second Amendment to the PHH Corporation Equity Compensation Program For Non-Employee Directors (under the PHH Corporation 2014 Equity and Incentive Plan) (Filed With SEC on May 9, 2018)

Form of 2017 Indemnification Agreement for Directors and Officers (Filed With SEC on March 1, 2018)

Form of 2017 Restrictive Covenant Agreement (Filed With SEC on March 1, 2018)

Form of 2017 Attorney Restrictive Covenant Agreement (Filed With SEC on March 1, 2018)

Amendment No. 3 to Tier II Severance Pay Plan (Filed With SEC on March 1, 2018)

PHH Corporation 2018 Management Incentive Plan (Under the PHH Corporation 2014 Equity and Incentive Plan) (Filed With SEC on March 1, 2018)

Form of PHH Corporation Management Incentive Plan 2018 Award Notice (Filed With SEC on March 1, 2018)

Severance Letter Agreement dated October 27, 2017 to Kate Williamson from PHH Corporation (Filed With SEC on March 1, 2018)

Severance Letter Agreement dated December 14, 2017 to Albert J. Celini from PHH Corporation (Filed With SEC on March 1, 2018)

Severance Letter Agreement dated November 13, 2017 to Madeline Flanagan from PHH Corporation (Filed With SEC on March 1, 2018)

Amended and Restated Employment Agreement effective as of January 25, 2018 between PHH Corporation and Rob Crowl (Filed With SEC on March 1, 2018)

Amended and Restated Employment Agreement effective as of January 25, 2018 between PHH Corporation and Michael Bogansky (Filed With SEC on March 1, 2018)

Form of 2018 Cash Performance Incentive Award Pursuant to the PHH Corporation 2014 Equity And Incentive Plan (Filed With SEC on March 1, 2018)

Form of 2018 Cash Retention Award Pursuant to the PHH Corporation 2014 Equity And Incentive Plan (Filed With SEC on March 1, 2018)

Separation and General Release Agreement dated January 1, 2018 by and between William Brown and PHH Corporation (Filed With SEC on March 1, 2018)

Separation and General Release Agreement dated January 1, 2018 by and between Leith Kaplan and PHH Corporation (Filed With SEC on March 1, 2018)

Retention Letter Agreement dated December 20, 2017 by and between PHH Corporation and Stephen Staid (Filed With SEC on March 1, 2018)

Agreement and Plan of Merger dated February 27, 2018 by and among Ocwen Financial Corporation, a Florida corporation, POMS Corp, a Maryland corporation, and PHH Corporation, a... (Filed With SEC on February 27, 2018)

Form of First Amendment to 2017 Cash Performance Incentive Award Pursuant to the PHH Corporation 2014 Equity And Incentive Plan (Filed With SEC on November 8, 2017)

Form of First Amendment to the PHH Management Incentive Plan 2017 Award Notice (Filed With SEC on November 8, 2017)

SEPARATION AND GENERAL RELEASE AGREEMENT (Filed With SEC on August 9, 2017)

PHH CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of July 3, 2017 to INDENTURE Dated as of January... (Filed With SEC on July 5, 2017)

PHH CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of July 3, 2017 to INDENTURE Dated as of January... (Filed With SEC on July 5, 2017)

PHH CORPORATION CONSULTING AGREEMENT (Filed With SEC on June 29, 2017)

MSR PORTFOLIO DEFENSE AGREEMENT (Filed With SEC on June 19, 2017)

FIRST AMENDMENT TO THE PHH CORPORATION EQUITY COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS (Under the PHH Corporation 2014 Equity and Incentive Plan) (Filed With SEC on May 10, 2017)

EMPLOYMENT AGREEMENT (Filed With SEC on May 10, 2017)

CASH PERFORMANCE INCENTIVE AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on May 10, 2017)

PHH CORPORATION MANAGEMENT INCENTIVE PLAN 2017 AWARD NOTICE (Filed With SEC on May 10, 2017)

PERFORMANCE RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on May 10, 2017)

PHH Corporation 3000 Leadenhall Road Mount Laurel, New Jersey 08054 (Filed With SEC on April 28, 2017)

FORM OF AMENDMENT TO THE PERFORMANCE RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on February 28, 2017)

ASSET PURCHASE AGREEMENT by and among GUARANTEED RATE AFFINITY, LLC (Filed With SEC on February 15, 2017)

JV INTERESTS PURCHASE AGREEMENT (Filed With SEC on February 15, 2017)

SUPPORT AGREEMENT (Filed With SEC on February 15, 2017)

AGREEMENT FOR THE PURCHASE AND SALE OF SERVICING RIGHTS Dated as of December 28, 2016 By and Among New Residential Mortgage LLC, as Purchaser, PHH Mortgage Corporation, as Seller,... (Filed With SEC on December 28, 2016)

FLOW MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of December 28, 2016 between NEW RESIDENTIAL MORTGAGE LLC Servicing Rights Owner And PHH MORTGAGE CORPORATION Servicer (Agency &... (Filed With SEC on December 28, 2016)

PERFORMANCE RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on August 9, 2016)

RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on August 9, 2016)

TERMS AND CONDITIONS TO THE PHH CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD (Filed With SEC on August 9, 2016)

RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on August 9, 2016)

PHH CORPORATION 2015 MANAGEMENT INCENTIVE PLAN (Under the PHH Corporation 2014 Equity and Incentive Plan) I. INTRODUCTION (Filed With SEC on August 9, 2016)

PHH CORPORATION AMENDED AND RESTATED TIER I SEVERANCE PAY PLAN (Filed With SEC on May 25, 2016)

FORM OF INDEMNIFICATION AGREEMENT (Filed With SEC on December 21, 2015)

[Signature Page Follows] (Filed With SEC on December 14, 2015)

FORM OF PHH CORPORATION RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on May 7, 2015)

FORM OF PHH CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on May 7, 2015)

PHH CORPORATION EQUITY COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS (Under the PHH Corporation 2014 Equity and Incentive Plan) ARTICLE 1 INTRODUCTION (Filed With SEC on February 27, 2015)

RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on February 27, 2015)

PHH CORPORATION TIER II SEVERANCE PAY PLAN (Filed With SEC on February 27, 2015)

[Signature Page Follows] (Filed With SEC on December 15, 2014)

RESOLUTIONS FOR ADOPTION BY THE BOARD OF DIRECTORS OF PHH CORPORATION AT A MEETING TO BE HELD ON September 2, 2014 (Filed With SEC on November 5, 2014)

FORM OF PHH CORPORATION RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on November 5, 2014)

RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on November 5, 2014)

FORM OF PHH CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on November 5, 2014)

FORM OF PHH CORPORATION RESTRICTED STOCK UNIT AWARD PURSUANT TO THE PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on November 5, 2014)

FORM OF RESTRICTIVE COVENANT AGREEMENT (Filed With SEC on November 5, 2014)

AMENDMENT TO THE PHH CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTS (Filed With SEC on November 5, 2014)

AMENDMENT TO THE PHH CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Filed With SEC on November 5, 2014)

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (Filed With SEC on July 7, 2014)

STOCK PURCHASE AGREEMENT Dated as of June 2, 2014 by and among ELEMENT FINANCIAL CORPORATION and PHH CORPORATION (Filed With SEC on June 3, 2014)

PHH CORPORATION 2014 EQUITY AND INCENTIVE PLAN (Filed With SEC on May 29, 2014)

PHH CORPORATION 2014 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (Under the PHH Corporation 2014 Equity and Incentive Plan) I. INTRODUCTION (Filed With SEC on May 29, 2014)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 27, 2014)

FORM OF PHH CORPORATION 2014 PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on February 26, 2014)

FORM OF PHH CORPORATION 2014 RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on February 26, 2014)

SECOND AMENDMENT (Filed With SEC on December 17, 2013)

SECOND AMENDMENT TO PARENT GUARANTY (Filed With SEC on December 17, 2013)

PHH CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 20, 2013 to INDENTURE Dated as of January... (Filed With SEC on August 20, 2013)

SECOND SUPPLEMENTAL INDENTURE dated as of August 20, 2013 among PHH CORPORATION as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee to the Indenture dated as... (Filed With SEC on August 20, 2013)

PHH CORPORATION $350,000,000 6.375% Senior Notes due 2021 Underwriting Agreement (Filed With SEC on August 12, 2013)

FIRST AMENDMENT TO PARENT GUARANTY (Filed With SEC on August 5, 2013)

AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on August 1, 2013)

FIRST AMENDMENT (Filed With SEC on July 31, 2013)

FORM OF INDEMNIFICATION AGREEMENT (Filed With SEC on June 18, 2013)

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (Filed With SEC on December 13, 2012)

RESTRICTIVE COVENANT AGREEMENT (Filed With SEC on October 3, 2012)

PHH CORPORATION 2012 PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on October 3, 2012)

PHH CORPORATION 2012 NON-QUALIFIED STOCK OPTION AWARD NOTICE (Filed With SEC on October 3, 2012)

PHH CORPORATION TIER I SEVERANCE PAY PLAN (Filed With SEC on October 3, 2012)

PHH CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2012 to INDENTURE Dated as of... (Filed With SEC on August 23, 2012)

PHH CORPORATION Issuer to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in interest for Bank One Trust Company, N.A.) Trustee Supplemental Indenture No. 5 Dated as... (Filed With SEC on August 23, 2012)

PHH CORPORATION $275,000,000 7.375% Senior Notes due 2019 Underwriting Agreement (Filed With SEC on August 14, 2012)

SEPARATION AGREEMENT (Filed With SEC on June 28, 2012)

RESTRICTIVE COVENANT AGREEMENT (Filed With SEC on May 25, 2012)

RESTRICTIVE COVENANT AGREEMENT (Filed With SEC on May 9, 2012)

AMENDMENT No. 1 to LETTER AGREEMENT (Filed With SEC on May 1, 2012)

SEPARATION AGREEMENT (Filed With SEC on May 1, 2012)

PHH CORPORATION 2011 PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on February 28, 2012)

PHH CORPORATION 2012 NON-QUALIFIED STOCK OPTION AWARD NOTICE (Filed With SEC on February 24, 2012)

PHH CORPORATION 2012 RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on February 24, 2012)

PHH CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of January 17, 2012 (Filed With SEC on January 17, 2012)

PHH CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee First Supplemental Indenture Dated as of January 17, 2012 Supplemental to Indenture Dated... (Filed With SEC on January 17, 2012)

PHH CORPORATION $220,000,000 6.00% Convertible Senior Notes due 2017* Underwriting Agreement (Filed With SEC on January 11, 2012)

FIFTH AMENDMENT (Filed With SEC on January 11, 2012)

FIRST AMENDMENT (Filed With SEC on January 3, 2012)

FIRST SUPPLEMENTAL INDENTURE dated as of December 12, 2011 among PHH CORPORATION as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee to the Indenture dated as... (Filed With SEC on December 12, 2011)

PHH CORPORATION $100,000,000 91/4% Senior Notes due 2016 Underwriting Agreement (Filed With SEC on December 8, 2011)

RESTRICTIVE COVENANT AGREEMENT (Filed With SEC on November 18, 2011)

PHH CORPORATION 2011 NON-QUALIFIED STOCK OPTION AWARD NOTICE (Filed With SEC on November 18, 2011)

AMENDMENT NO. 2 TO MORTGAGE LOAN PARTICIPATION SALE AGREEMENT (Filed With SEC on September 29, 2011)

Amendment No. 1 to Mortgage Loan Participation Sale Agreement, dated as of August 15, 2011, by and among JPMorgan Chase Bank, National Association, and PHH Mortgage Corporation (Filed With SEC on August 17, 2011)

AMENDMENT NO. 2 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT (Filed With SEC on July 20, 2011)

CHESAPEAKE FUNDING LLC, as Issuer, (Filed With SEC on July 6, 2011)

THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on June 30, 2011)

SEPARATION AGREEMENT (Filed With SEC on May 9, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on May 4, 2011)

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (Filed With SEC on December 22, 2010)

EX-101 INSTANCE DOCUMENT (Filed With SEC on November 3, 2010)

MORTGAGE LOAN PARTICIPATION SALE AGREEMENT (Filed With SEC on September 3, 2010)

FORM OF INDEMNIFICATION AGREEMENT (Filed With SEC on August 20, 2010)

FIRST AMENDMENT TO THE PHH CORPORATION AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN (Filed With SEC on August 20, 2010)

PHH CORPORATION as Issuer and (Filed With SEC on August 12, 2010)

REGISTRATION RIGHTS AGREEMENT by and among PHH Corporation (Filed With SEC on August 12, 2010)

PHH CORPORATION (Filed With SEC on August 9, 2010)

SEPARATION AGREEMENT (Filed With SEC on August 4, 2010)

the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks... (Filed With SEC on August 3, 2010)

MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT (Filed With SEC on July 29, 2010)

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on June 23, 2010)

THIRD AMENDED AND RESTATED GUARANTY (Filed With SEC on June 23, 2010)

AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on June 2, 2010)

PHH CORPORATION MANAGEMENT INCENTIVE PLAN (Under the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan) I. INTRODUCTION (Filed With SEC on April 6, 2010)

FORM OF PHH CORPORATION MANAGEMENT INCENTIVE PLAN AWARD NOTICE (Filed With SEC on April 6, 2010)

the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks... (Filed With SEC on March 1, 2010)

the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks... (Filed With SEC on November 5, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on October 30, 2009)

PHH CORPORATION (Filed With SEC on October 1, 2009)

AMENDMENT TO CONVERTIBLE BOND HEDGING TRANSACTION CONFIRMATION Date: September 29, 2009 To: PHH Corporation(Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From:... (Filed With SEC on October 1, 2009)

CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, NationalAssociation, London Branch... (Filed With SEC on October 1, 2009)

AMENDMENT TO CONVERTIBLE BOND HEDGING TRANSACTION CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From:... (Filed With SEC on October 1, 2009)

CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Wachovia Bank, National Association (Dealer) Facsimile:... (Filed With SEC on October 1, 2009)

AMENDMENT TO CONVERTIBLE BOND HEDGING TRANSACTION CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From:... (Filed With SEC on October 1, 2009)

CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Dealer) Facsimile: (212) 622-8534 (Filed With SEC on October 1, 2009)

PHH CORPORATION U.S.$220,000,000 4.00% Convertible Senior Notes Due 2014* Purchase Agreement (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH AND PHH CORPORATION (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, National Association, London... (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, National Association, London Branch... (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN WACHOVIA BANK, NATIONAL ASSOCIATION AND PHH CORPORATION (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: Wachovia Bank, National Association (Dealer)... (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Wachovia Bank, National Association(Dealer) Facsimile:... (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN CITIBANK, N.A. AND PHH CORPORATION (Filed With SEC on September 29, 2009)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Dealer) Facsimile: (212) 622-8534... (Filed With SEC on September 29, 2009)

CONFIRMATION Date: September 23, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Dealer) Facsimile: (212) 622-8534 (Filed With SEC on September 29, 2009)

CHESAPEAKE FUNDING LLC, as Issuer (Filed With SEC on September 16, 2009)

AMENDMENT TO THE TRANSITION SERVICES AND SEPARATION AGREEMENT (Filed With SEC on September 16, 2009)

Exhibit A (Filed With SEC on September 16, 2009)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (Filed With SEC on August 5, 2009)

the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks... (Filed With SEC on August 4, 2009)

PHH CORPORATION AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN (Filed With SEC on June 22, 2009)

PHH CORPORATION AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN (Filed With SEC on June 16, 2009)

CHESAPEAKE FUNDING LLC, as Issuer (Filed With SEC on June 12, 2009)

the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks... (Filed With SEC on May 1, 2009)

EX-10.1: FORM OF 2009 PERFORMANCE UNIT AWARD NOTICE AND AGREEMENT (Filed With SEC on March 31, 2009)

EX-10.73: SECOND AMENDMENT TO THE AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on March 2, 2009)

EX-10.74: THIRD AMENDMENT TO THE SERIES 2006-1 INDENTURE SUPPLEMENT (Filed With SEC on March 2, 2009)

EX-10.75: THIRD AMENDMENT TO THE SERIES 2006-2 INDENTURE SUPPLEMENT (Filed With SEC on March 2, 2009)

EX-10.76: AMENDED AND RESTATED BASE INDENTURE (Filed With SEC on March 2, 2009)

EX-10.77: AMENDMENT NO. 3 TO THE AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on March 2, 2009)

EX-10.78: FOURTH AMENDMENT DATED AS OF FEB. 26, 2009 (Filed With SEC on March 2, 2009)

Extension of Scheduled Expiry Date (Filed With SEC on December 9, 2008)

Extension of Scheduled Expiry Date (Filed With SEC on November 26, 2008)

EX-10.65: AMENDED AND RESTATED MASTER REPURCHASE (Filed With SEC on November 10, 2008)

EX-10.69: LETTER AGREEMENT (Filed With SEC on November 10, 2008)

EX-10.70: MORTGAGE LOAN SUBSERVICING AGREEMENT (Filed With SEC on November 10, 2008)

EX-10.71: LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 11 (Filed With SEC on November 10, 2008)

EX-10.72: LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 12 (Filed With SEC on November 10, 2008)

PHH CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT (Filed With SEC on October 14, 2008)

LOAN PURCHASE AND SALE AGREEMENT AMENDMENT NO. 13 (Filed With SEC on August 8, 2008)

Amended and Restated Master Repurchase Agreement, dated as of June 26, 2008, between PHH Mortgage Corporation, as Seller, and The Royal Bank of Scotland plc, as Buyer and Agent (Filed With SEC on July 1, 2008)

Second Amended and Restated Guaranty, dated as of June 26, 2008, by PHH Corporation in favor of The Royal Bank of Scotland plc and Greenwich Capital Financial Products, Inc (Filed With SEC on July 1, 2008)

EX-4.6: FORM OF INTERNOTES (Filed With SEC on May 9, 2008)

EX-10.25: FORM OF VESTING SCHEDULE MODIFICATION (Filed With SEC on May 9, 2008)

EX-10.26: FORM OF ACCELERATED VESTING SCHEDULE MODIFICATION (Filed With SEC on May 9, 2008)

EX-10.27: FORM OF ACCELERATED VESTING SCHEDULE (Filed With SEC on May 9, 2008)

PHH CORPORATION (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN JPMORGAN CHASE BANK, NATIONAL ASSOCIATION AND PHH CORPORATION (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, National Association (JPMorgan)... (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, National Association (JPMorgan) Facsimile:... (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN WACHOVIA BANK, NATIONAL ASSOCIATION AND PHH CORPORATION (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: Wachovia Bank, National Association (Dealer) Facsimile:... (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Wachovia Bank, National Association (Dealer) Facsimile: 212... (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR CONVERTIBLE BOND HEDGING TRANSACTIONS BETWEEN CITIBANK, N.A. AND PHH CORPORATION (Filed With SEC on April 4, 2008)

MASTER TERMS AND CONDITIONS FOR WARRANTS ISSUED BY PHH CORPORATION (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Counterparty) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Citi) Facsimile: (212) 615-8985 (Filed With SEC on April 4, 2008)

CONFIRMATION Date: March 27, 2008 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: Citibank, N.A. (Citi) Facsimile: (212) 615-8985 (Filed With SEC on April 4, 2008)

Resolution of the PHH Corporation Compensation Committee, dated March 18, 2008, approving performance targets for 2008 Management Incentive Plans under the 2005 Equity and... (Filed With SEC on March 24, 2008)

Second Amendment, dated February 28, 2008, to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006, as amended as of March 6, 2007, among Chesapeake Funding LLC, as... (Filed With SEC on March 4, 2008)

Master Repurchase Agreement, dated as of February 28, 2008, among PHH Mortgage Corporation, as seller, and Citigroup Global Markets Realty Corp., as buyer (Filed With SEC on March 4, 2008)

Guaranty, dated as of February 28, 2008, by PHH Corporation in favor of Citigroup Global Markets Realty Corp., party to the Master Repurchase Agreement, dated as of February 28,... (Filed With SEC on March 4, 2008)

Form of PHH Corporation Severance Agreement for Certain Executive Officers as approved by the PHH Corporation Compensation Committee on January 10, 2008 (Filed With SEC on January 14, 2008)

SETTLEMENT AGREEMENT (Filed With SEC on January 7, 2008)

W I T N E S S E T H: (Filed With SEC on December 6, 2007)

EX-10.82: CONSENT AND AMENDMENT DATED 03-14-2007 (Filed With SEC on November 9, 2007)

EX-10.88: MASTER REPURCHASE AGREEMENT (Filed With SEC on November 9, 2007)

EX-10.89: GUARANTY (Filed With SEC on November 9, 2007)

Sixth Amended and Restated Master Repurchase Agreement, dated as of October 29, 2007, among Sheffield Receivables Corporation, as conduit principal, Barclays Bank PLC, as... (Filed With SEC on November 2, 2007)

Amended and Restated Servicing Agreement, dated as of October 29, 2007, among Barclays Bank PLC, as administrative agent, PHH Mortgage Corporation, as seller and servicer, and PHH... (Filed With SEC on November 2, 2007)

Second Amendment, dated as of November 2, 2007, to Amended and Restated Competitive Advance and Revolving Credit Agreement, as amended, dated as of January 6, 2006, by and among... (Filed With SEC on November 2, 2007)

Second Amendment, dated as of November 2, 2007, to $500 million 364-Day Revolving Credit Agreement, as amended, dated as of April 6, 2006, among PHH Corporation, as Borrower, J.P.... (Filed With SEC on November 2, 2007)

Second Amendment, dated as of November 2, 2007, to $750 million Credit Agreement, as amended, dated as of July 21, 2006, among PHH Corporation, as Borrower, Citicorp North... (Filed With SEC on November 2, 2007)

EX-10.1: CONSENT AND AMENDMENT (Filed With SEC on August 24, 2007)

EX-4.5: SUPPLEMENTAL INDENTURE (Filed With SEC on August 8, 2007)

EX-10.87: RESOLUTION OF THE PHH CORPORATION COMPENSATION COMMITTEE (Filed With SEC on June 28, 2007)

Resolution of the PHH Corporation Compensation Committee, dated June 7, 2007, approving the fiscal 2007 performance targets for cash bonuses under the 2005 Equity and Incentive... (Filed With SEC on June 13, 2007)

Form of PHH Corporation Retention Agreement for Certain Executive Officers as approved by the PHH Corporation Compensation Committee on June 7, 2007 (Filed With SEC on June 13, 2007)

Form of PHH Corporation Severance Agreement for Certain Executive Officers as approved by the PHH Corporation Compensation Committee on June 7, 2007 (Filed With SEC on June 13, 2007)

EX-10.4: SECOND AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (Filed With SEC on May 24, 2007)

EX-10.77: SUPPLEMENTAL INDENTURE NO. 2 (Filed With SEC on March 30, 2007)

EX-10.82: CONSENT AND AMENDMENT (Filed With SEC on March 30, 2007)

EX-10.83: WAIVER AND AMENDMENT AGREEMENT (Filed With SEC on March 30, 2007)

EX-2.1: AGREEMENT AND PLAN OF MERGER (Filed With SEC on March 15, 2007)

EX-4.1: AMENDMENT TO RIGHTS AGREEMENT (Filed With SEC on March 15, 2007)

W I T N E S S E T H: (Filed With SEC on March 8, 2007)

W I T N E S S E T H : (Filed With SEC on February 28, 2007)

Amended and Restated Series 2006-2 Indenture Supplement, dated as of December 1, 2006, among Chesapeake Funding LLC, as issuer, PHH Vehicle Management Services, LLC, as... (Filed With SEC on December 7, 2006)

Amendment to Liquidity Agreement, dated as of December 1, 2006, among Bishops Gate Residential Mortgage Trust, certain banks listed therein and JPMorgan Chase Bank, N.A., as... (Filed With SEC on December 7, 2006)

EX-2.1: AGREEMENT AND PLAN OF MERGER (Filed With SEC on November 22, 2006)

EX-4.3: INDENTURE (Filed With SEC on November 22, 2006)

EX-4.4: SUPPLEMENTAL INDENTURE NO.1 (Filed With SEC on November 22, 2006)

EX-10.1: BASE INDENTURE (Filed With SEC on November 22, 2006)

EX-10.2: SUPPLEMENTAL INDENTURE NO.1 (Filed With SEC on November 22, 2006)

EX-10.3: SERIES 1999-3 INDENTURE SUPPLEMENT (Filed With SEC on November 22, 2006)

EX-10.47: AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.66: TRADEMARK LICENSE AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.67: ORIGINATION ASSISTANCE AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.68: PORTFOLIO SERVICING AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.69: LOAN PURCHASE AND SALE AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.70: LOAN SUBSERVICING AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.71: SERVICING RIGHTS PURCHASE AND SALE AGREEMENT (Filed With SEC on November 22, 2006)

EX-10.74: RESOLUTION OF COMPENSATION COMMITTEE (Filed With SEC on November 22, 2006)

Fifth Amended and Restated Master Repurchase Agreement, dated as of October 30, 2006, among Sheffield Receivables Corporation, as conduit principal, Barclays Bank PLC, as... (Filed With SEC on October 30, 2006)

Servicing Agreement, dated as of October 30, 2006, among Barclays Bank PLC, as administrative agent, PHH Mortgage Corporation, as seller and servicer, and the PHH Corporation, as... (Filed With SEC on October 30, 2006)

Release and Restrictive Covenants Agreement, dated September 21, 2006, by and between PHH Corporation and Neil J. Cashen (Filed With SEC on September 26, 2006)

Supplemental Indenture No. 4, dated as of August 31, 2006, by and between PHH Corporation and J.P. Morgan Trust Company, N.A. (as successor in interest to Bank One Trust Company,... (Filed With SEC on September 1, 2006)

Supplemental Indenture, dated as of August 11, 2006 among The Bank of New York, as Indenture Trustee, and Bishops Gate (Filed With SEC on August 16, 2006)

$750 million Credit Agreement, dated as of July 21, 2006, among the Company, Citicorp North America, Inc. and Wachovia Bank, National Association, as syndication agents; J.P.... (Filed With SEC on July 24, 2006)

Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as Issuer, and The Bank of New York, as Indenture Trustee (Filed With SEC on July 21, 2006)

Series 1999-1 Supplement, dated as of November 22, 1999, to the Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as Issuer, and The... (Filed With SEC on July 21, 2006)

Base Indenture Amendment Agreement, dated as of October 31, 2000, to the Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as Issuer,... (Filed With SEC on July 21, 2006)

Series 2001-1 Supplement, dated as of March 30, 2001, to the Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as Issuer, and The... (Filed With SEC on July 21, 2006)

Series 2001-2 Supplement, dated as of November 20, 2001, to the Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as Issuer, and The... (Filed With SEC on July 21, 2006)

Base Indenture Second Amendment Agreement, dated as of December 28, 2001, to the Base Indenture, dated as of December 11, 1998, between Bishops Gate Residential Mortgage Trust, as... (Filed With SEC on July 21, 2006)

===================================================================== $500,000,000 364-DAY REVOLVING CREDIT AGREEMENT, Dated as of April 6, 2006, among PHH CORPORATION, as... (Filed With SEC on April 6, 2006)

MANAGEMENT SERVICES AGREEMENT (Filed With SEC on April 6, 2006)

AMENDED AND RESTATED TAX SHARING AGREEMENT by and among CENDANT CORPORATION and PHH CORPORATION (Filed With SEC on December 28, 2005)

RESOLUTION OF THE COMPENSATION COMMITTEE OF PHH CORPORATION (Filed With SEC on December 28, 2005)

PHH CORPORATION RESTRICTED STOCK UNIT CONVERSION AWARD NOTICE Vesting Schedule Modification (Filed With SEC on December 28, 2005)

PHH CORPORATION RESTRICTED STOCK UNIT AWARD NOTICE Accelerated Vesting Schedule Modification (Filed With SEC on December 28, 2005)

PHH CORPORATION 2005 EQUITY AND INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD NOTICE Accelerated Vesting Schedule Modification (Filed With SEC on December 28, 2005)

Extension of Scheduled Expiry Date (Filed With SEC on December 12, 2005)

Extension of Scheduled Expiry Date (Filed With SEC on December 7, 2005)

EX-10.38: RESOLUTION OF COMPENSATION COMMITTEE (Filed With SEC on November 14, 2005)

EX-10.39: FORM OF VESTING SCHEDULE (Filed With SEC on November 14, 2005)

EX-10.40: FORM OF ACCELERATED VESTING SCHEDULE (Filed With SEC on November 14, 2005)

EX-10.41: FORM OF ACCELERATED VESTING SCHEDULE (Filed With SEC on November 14, 2005)

EX-10.33: FOURTH AMENDED AND RESTATED MORTGAGE LOAN REPURCHASE AND SERVICING AGREEMENT (Filed With SEC on August 12, 2005)

EX-10.34: SERIES 2005-1 INDENTURE SUPPLEMENT (Filed With SEC on August 12, 2005)

EX-10.35: AMENDMENT NO. 1 TO THE 2005 EQUITY AND INCENTIVE PLAN (Filed With SEC on August 12, 2005)

EX-10.36: NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Filed With SEC on August 12, 2005)

EX-10.37: RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on August 12, 2005)

EX-10.28: FORM OF 2005 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on May 16, 2005)

EX-10.29: FORM OF STOCK OPTION CONVERSION AWARD AGREEMENT (Filed With SEC on May 16, 2005)

EX-10.30: FORM OF 2003 RESTRICTED STOCK UNIT CONVERSION AWARD AGREEMENT (Filed With SEC on May 16, 2005)

EX-10.31: FORM OF 2004 RESTRICTED STOCK UNIT CONVERSION AWARD AGREEMENT (Filed With SEC on May 16, 2005)

EX-10.32: RESOLUTION OF PHH CORP BOARD OF DIRECTORS (Filed With SEC on May 16, 2005)

EX-4.1: SPECIMEN STOCK CERTIFICATE (Filed With SEC on March 15, 2005)

EX-10.29 FORMS OF AWARDS AGREEMENT (Filed With SEC on March 15, 2005)

EX-4.1: RIGHTS AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.1: AMENDED & RESTATED LIMITED LIABILITY OPERATING AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.2: STRATEGIC RELATIONSHIP AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.3: TRADEMARK LICENSE AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.4: MARKETING AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.5: SEPARATION AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.6: TAX SHARING AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.7: TRANSITION SERVICES AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.8: EMPLOYMENT AGREEMENT (Filed With SEC on February 1, 2005)

EX-10.9: PHH CORP 2005 EQUITY & INCENTIVE PLAN (Filed With SEC on February 1, 2005)

EX-10.10: NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN (Filed With SEC on February 1, 2005)

EX-10.11: OFFICER DEFERRED COMPENSATION PLAN (Filed With SEC on February 1, 2005)

EX-10.12: SAVINGS RESTORATION PLAN (Filed With SEC on February 1, 2005)

EX-10.13: AMENDMENT TO THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT (Filed With SEC on February 1, 2005)

SERIES 2004-1 INDENTURE SUPPLEMENT (Filed With SEC on November 2, 2004)

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