PURCHASE AGREEMENT

Exhibit 10.79

CHESAPEAKE FUNDING LLC

$1.0 billion
Series 2009-1 Floating Rate Asset Backed Notes

PURCHASE AGREEMENT

June 2, 2009

J.P. Morgan Securities Inc.
Banc of America Securities LLC
Citigroup Global Markets Inc.
As Representatives of the several Initial Purchasers named in Schedule 1,

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

          CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the “ Issuer ”), proposes to issue and sell U.S. $1,000,000,000 principal amount of its Series 2009-1 Floating Rate Asset Backed Notes (the “ Securities ”). The Securities will be issued pursuant to the Series 2009-1 Indenture Supplement, to be dated as of June 9, 2009 (the “ Indenture Supplement ”), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the “ Indenture Trustee ”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the “ Base Indenture ” and, together with the Indenture Supplement, the “ Indenture ”), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (“ PHH Sub 2 ”) and an indirect wholly-owned subsidiary of PHH Corporation (“ PHH ”). The Issuer makes loans to Chesapeake Finance Holdings LLC (“ Holdings ”) pursuant to a Loan Agreement among the Issuer, Holdings and D.L. Peterson Trust (the “ Origination Trust ”), which are secured by, among other things, beneficial interests in certain assets of the Origination Trust. PHH Vehicle Management Services, LLC (“ VMS ”) acts as administrator of the Issuer and Holdings and acts as the servicer of the assets of the Origination Trust. VMS is an indirect wholly-owned subsidiary of PHH. Holdings is an entity whose sole common member is VMS and whose sole preferred member is PHH Sub 1 Inc. (“ PHH Sub 1 ”), a wholly-owned subsidiary of PHH. VMS, PHH and the Issuer hereby confirm their agreement with the several initial purchasers named in Schedule 1 hereto (the “ Initial Purchasers ”) concerning the purchase of the Securities from the Issuer by the Initial Purchasers.

          Certain of the Initial Purchasers are financial institutions appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each in such capacity, a “ Primary Dealer ”), and may be party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “ FRBNY ”), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “ MLSA ”), in the form most recently posted by the

[***]  INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

FRBNY at http://www.newyorkfed.org/markets/talf_docs.html, in connection with the Term Asset-Backed Securities Loan Facility (“ TALF ”). To the extent expressly provided in this Agreement, and subject to the limitations set forth in Section 23 hereof, certain of the rights, benefits and remedies of the Initial Purchasers under this Agreement will be for the benefit of, and will be enforceable by, each Initial Purchaser who is a Primary Dealer (each a “ PD Initial Purchaser ”) not only in its capacity as an Initial Purchaser but also in its capacity as a Primary Dealer and as a signatory to a letter agreement making such Primary Dealer a party to the MLSA.

          The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance upon an exemption therefrom. PHH, VMS and the Issuer have prepared a preliminary offering circular dated May 22, 2009 (the “ First Preliminary Offering Circular ”) and a second preliminary offering circular dated May 29, 2009 (the “ Second Preliminary Offering Circular ” and, together with the First Preliminary Offering Circular, the “ Preliminary Offering Circular ”), and have or will prepare and deliver to the Initial Purchasers, on or promptly after the date hereof, copies of a final offering circular (the “ Final Offering Circular ”), dated the date hereof, to be used by the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities. Any references herein to the Preliminary Offering Circular and the Final Offering Circular shall be deemed to include all amendments and supplements thereto and all documents incorporated by reference thereto, unless otherwise noted. PHH, VMS and the Issuer hereby confirm that they have authorized the use of the Preliminary Offering Circular, the other Time of Sale Information (as defined below) and the Final Offering Circular in connection with the offering and resale of the Securities by the Initial Purchasers in accordance with Section 2.

          Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.

          At or prior to the time when sales of the Securities were first made (the “ Time of Sale ”), the following information shall have been prepared (collectively, the “ Time of Sale Information ”): the Preliminary Offering Circular, as supplemented and amended by a pricing term sheet substantially in the form of Annex B hereto setting forth the terms of the Securities omitted from the Preliminary Offering Circular, and the other written communications listed on Annex A hereto.

          1. Representations, Warranties and Agreements of the Issuer and PHH . (a) The Issuer and PHH jointly and severally represent and warrant to, and agree with, (i) the several Initial Purchasers and (ii) with respect to subsections (a)(i), (ii), (xxi), (xxii), (xxiii) and (xxiv) of this Section 1, the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities, on and as of the date hereof and the Closing Date (as defined in Section 3) that:

     (i) The Preliminary Offering Circular, as of its date, did not, the Time of Sale Information, at the Time of Sale did not and on the Closing Date will not, and the Final Offering Circular, as of its date and on the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading; provided , that the Issuer and PHH make no representation or warranty as to information contained in or omitted from the Time of Sale Information or the Final Offering Circular in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Issuer through the Representatives by or on behalf of any Initial Purchaser specifically for use therein (the “ Initial Purchasers’ Information ”);

     (ii) Each of the Preliminary Offering Circular and the Final Offering Circular, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities on the date hereof and on the Closing Date, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act;

     (iii) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Preliminary Offering Circular and the Final Offering Circular, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”);

     (iv) The Issuer has been duly formed as a limited liability company and is validly existing and in good standing under the laws of the State of Delaware, is qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification, and has the requisite power and authority to own or hold its properties and to conduct the business in which it is engaged as described in the Time of Sale Information and the Final Offering Circular;

     (v) The Issuer has the requisite power and authority to execute and deliver this Agreement, the Securities, the Indenture and any other Transaction Document to which it is a party and perform its obligations hereunder and thereunder;

     (vi) Each of the Transaction Documents to which the Issuer is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles;

     (vii) The Issuer is not in violation of the LLC Agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement or lease to which it is a party or by which it or its properties may be bound. The execution and delivery of this Agreement and the Transaction Documents to which the Issuer is a party and the incurrence of the obligations and consummation of the transactions herein and therein contemplated will

not conflict with, or constitute a breach of or default under, the LLC Agreement or any contract, indenture, mortgage, loan agreement or lease, to which the Issuer is a party or by which it or its properties may be bound, or any law, administrative regulation or court decree;

     (viii) This Agreement has been duly authorized, executed and delivered by the Issuer;

     (ix) The Securities have been duly authorized for issuance, offer and sale as contemplated by this Agreement and, when authenticated by the Indenture Trustee and issued and delivered against payment of the purchase price therefor, will constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles;

     (x) No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental agency or body is required for the issuance, offer or sale of the Securities by the Issuer in accordance with the terms of this Agreement or for the consummation of the transactions contemplated by this Agreement and the Transaction Documents except to the extent provided for in the Transaction Documents;

     (xi) There are no legal or governmental proceedings pending to which the Issuer is a party or of which any property of the Issuer is the subject (other than any such proceedings involving the Issuer’s property which would not have a Material Adverse Effect) and, to the best of its knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

     (xii) The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

     (xiii) As of the Closing Date, the representations and warranties of the Issuer contained in the Transaction Documents to which the Issuer is a party will be true and correct and are repeated herein as though fully set forth herein;

     (xiv) On and immediately after the Closing Date, the Issuer (after giving effect to the issuance of the Securities and to the other transactions related thereto as described in the Time of Sale Information and the Final Offering Circular) will be Solvent. As used in this paragraph, the term “ Solvent ” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Issuer is not less than the total amount required to pay the probable liabilities of the Issuer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming the sale of the Securities as contemplated by this Agreement, the Time of Sale Information and the Final Offering Circular, the

Issuer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature and (D) the Issuer is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Issuer is engaged. In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability;

     (xv) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act;

     (xvi) None of the Issuer, any of its affiliates or any person acting on its or their behalf has engaged or will engage, in connection with the offering of the Securities, in any directed selling efforts (as such term is defined in Regulation S under the Securities Act (“ Regulation S ”)), and all such persons have complied and will comply with the offering restrictions requirements of Regulation S to the extent applicable;

     (xvii) Neither the Issuer nor any of its affiliates has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as such term is defined in the Securities Act), which is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act;

     (xviii) None of the Issuer, any of its affiliates or any other person acting on its or their behalf has engaged, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act;

     (xix) There are no securities of the Issuer registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or listed on a national securities exchange or quoted in a U.S. automated inter-dealer quotation system;

     (xx) The Issuer has not taken and will not take, directly or indirectly, any action prohibited by Regulation M under the Exchange Act in connection with the offering of the Securities;

     (xxi) Assuming the Securities receive the ratings described in the Preliminary Offering Circular, the Securities satisfy all requirements to be “eligible collateral” (“ Eligible Collateral ”) as such term is defined under the MLSA with reference to the Term Asset-Backed Securities Loan Facility: Terms and Conditions, effective May 19, 2009 or as in effect on the date of the Preliminary Offering Circular or the date of the Final Offering Circular, posted by the FRBNY at http://www.newyorkfed.org/markets/talf_terms.html and the Term Asset-Backed Securities Loan Facility Frequently Asked Questions, effective May 19, 2009 or as in effect on the date of the Preliminary Offering Circular or the date of the Final Offering

Circular, posted by the FRBNY at http://www.newyorkfed.org/markets/talf_faq.html under TALF;

     (xxii) The Securities and the Unit Leases and the Fleet Receivables underlying the Securities satisfy all applicable criteria for securities relating to “auto loans” under TALF, including that the Securities are being issued to refinance existing Series of Variable Funding Investor Notes with commitment termination dates in 2009 and that the initial aggregate principal amount of the Securities does not exceed the maximum aggregate Invested Amount of such Series; and

     (xxiii) The Preliminary Offering Circular contains, and the Final Offering Circular will contain, all information required to be included therein under TALF in order for the Securities to be Eligible Collateral.

     (xxiv) As of the date hereof and the Closing Date, the representations and warranties of the Issuer and PHH contained in the Certification as to TALF Eligibility to be attached as Annex A to the Final Offering Circular (the “ TALF Certification ”) are and will be true and correct and are repeated herein as though fully set forth herein.

          (b) PHH and VMS jointly and severally represent and warrant to, and agree with, the several Initial Purchasers on and as of the date hereof and the Closing Date that:

     (i) VMS (A) has been duly formed and is validly existing as a limited liability company and is in good standing under the laws of the State of Delaware, (B) is qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification, except where such lack of qualification or good standing would not have a material adverse effect on its condition (financial or other), business or results of operations or its ability to perform its obligations hereunder or under the Transaction Documents to which it is a party (a “ VMS Material Adverse Effect ”) and (C) has the requisite power and authority to own or hold its properties and to conduct the business in which it is engaged as described in the Time of Sale Information and the Final Offering Circular;

     (ii) VMS has the requisite power and authority to execute and deliver this Agreement and any Transaction Document to which it is a party and perform its obligations hereunder and thereunder;

     (iii) This Agreement and each of the Transaction Documents to which VMS is a party have been duly authorized, executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles;

     (iv) VMS is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement or lease to which it is a party or by

which it or its properties may be bound which would have a VMS Material Adverse Effect. The execution and delivery of this Agreement and the Transaction Documents to which VMS is a party and the incurrence of the obligations and consummation of the transactions herein and therein contemplated will not conflict with, or constitute a breach of or default under any contract, indenture, mortgage, loan agreement or lease, to which VMS is a party or by which it or its properties may be bound, or any law, administrative regulation or court decree, with only such exceptions as would not have a VMS Material Adverse Effect, nor will such action result in any violation of its organizational documents;

     (v) VMS possesses adequate certificates, licenses, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, with only such exceptions as would not have a VMS Material Adverse Effect, and has not received any notice of proceedings relating to the revocation or modification of any such certificate, license, authority or permit;

     (vi) There are no legal or governmental proceedings pending to which VMS, Holdings or the Origination Trust is a party or of which any of its property is the subject that, if determined adversely to it, individually or in the aggregate, could reasonably be expected to have a VMS Material Adverse Effect; and to the best of VMS’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

     (vii) As of the Closing Date, VMS’s representations and warranties contained in the Transaction Documents to which it is a party will be true and correct and are repeated herein as though fully set forth herein;

     (viii) As of the Closing Date, the representations and warranties of each of Holdings and the Origination Trust contained in the Transaction Documents to which it is a party will be true and correct and are repeated herein as though fully set forth herein;

     (ix) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Preliminary Offering Circular or the Final Offering Circular has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

     (x) Since the date as of which information is given in the Time of Sale Information, there has been no material adverse change or any development involving a prospective material adverse change in its, Holdings’ or the Origination Trust’s, condition, financial or otherwise, or in their respective earnings, business affairs, management or business prospects, whether or not arising in the ordinary course of business;

     (xi) The Origination Trust has good and marketable title to the Origination Trust Assets allocated to the Lease SUBI Portfolio and the 1999-1B Sold SUBI Portfolio, free and clear of Liens (except as permitted or contemplated by the Transaction Documents), and has not assigned to any person any of its right, title or interest in any such Origination

Trust Assets, or obtained the release of any such prior assignment other than as described in the Time of Sale Information and the Final Offering Circular;

     (xii) Holdings, as Initial Beneficiary, has made the appropriate allocation of assets within the estate of the Origination Trust to the appropriate SUBI Portfolios, as required by the Origination Trust Documents; and

     (xiii) VMS is the sole common member of Holdings and owns its membership interests therein free and clear of Liens.

          (c) PHH represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof and the Closing Date that:

     (i) PHH (A) has been duly formed and is validly existing as a corporation and is in good standing under the laws of the State of Maryland, (B) is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification, except where such lack of qualification or good standing would not have a material adverse effect on its condition (financial or other), business or results of operations or its ability to perform its obligations hereunder or under the performance guaranty of the indemnity and repurchase obligations of VMS under the Servicing Agreement by it, dated October 25, 2001 (the “ PHH Guarantee ”) (a “ PHH Material Adverse Effect ”) and (C) has the requisite power and authority to own or hold its properties and to conduct the business in which it is engaged;

     (ii) PHH has the requisite power and authority to execute and deliver this Agreement and the PHH Guarantee and to perform its obligations hereunder and thereunder;

     (iii) This Agreement has been duly authorized, executed and delivered by PHH and constitutes its legal, valid and binding obligation enforceable against PHH in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles;

     (iv) The PHH Guarantee has been duly authorized, executed and delivered by PHH and the PHH Guarantee constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles;

     (v) PHH is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement or lease to which it is a party or by which it or its properties may be bound which would have a PHH Material Adverse Effect. The execution and delivery of this Agreement and the PHH Guarantee and the incurrence of the obligations and consummation of the transactions

     (vi) herein and therein contemplated will not conflict with, or constitute a breach of or default under any contract, indenture, mortgage, loan agreement or lease, to which PHH is a party or by which it or its properties may be bound, or any law, administrative regulation or court decree, with only such exceptions as would not have a PHH Material Adverse Effect, nor will such action result in any violation of its certificate of incorporation or by-laws;

     (vii) PHH possesses adequate certificates, licenses, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, with only such exceptions as would not have a PHH Material Adverse Effect, and has not received any notice of proceedings relating to the revocation or modification of any such certificate, license, authority or permit;

     (viii) There are no legal or governmental proceedings pending to which PHH is a party or of which any of its property is the subject that, if determined adversely to it, individually or in the aggregate, could reasonably be expected to have a PHH Material Adverse Effect; and to the best of PHH’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

     (ix) PHH is the sole common stockholder of each of PHH Mortgage Corporation and PHH Sub 2 and owns its stock therein free and clear of Liens;

     (x) PHH Mortgage Corporation is the sole common stockholder of PHH Sub 1;

     (xi) PHH Sub 2 is the sole member of the Issuer and owns its membership interests therein free and clear of Liens; and

     (xii) PHH Sub 1 is the sole preferred member of Holdings and owns its preferred membership interests therein free and clear of Liens.

          2. Purchase and Resale of the Securities . (a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Issuer agrees to issue and sell to each of the Initial Purchasers, severally and not jointly, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Issuer, the principal amount of Securities set forth opposite the name of such Initial Purchaser on Schedule 1 hereto at a purchase price equal to [***]% of the principal amount thereof. Interest on the Securities will accrue during each Series 2009-1 Interest Period at the rate of [***]% per annum above One-Month LIBOR, as determined in accordance with the Indenture. The Issuer shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein.

          (b) The Initial Purchasers have advised the Issuer that they propose to offer the Securities for resale upon the terms and subject to the conditions set forth herein and in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Issuer and VMS that (i) it is purchasing the Securities pursuant to a private sale exempt from registration under the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any

form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“ Regulation D ”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, (iii) it has solicited and will solicit offers for the Securities only from, and has offered or sold and will offer, sell or deliver the Securities, as part of its initial offering, only to (A) persons whom it reasonably believes to be qualified institutional buyers (“ Qualified Institutional Buyers ”) as defined in Rule 144A under the Securities Act (“ Rule 144A ”), or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a Qualified Institutional Buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and in each case, in transactions in accordance with Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. Persons (as defined in Regulation S in the Securities Act) in accordance with Rule 903 of Regulation S, (iv) it has not offered or sold and, prior to the date six months after the date of issuance of the Securities will not offer or sell, any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the Financial Services and Markets Act 2000 (the “ FSMA ”), (v) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Issuer and (vi) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Securities in, from or otherwise involving the United Kingdom. Each Initial Purchaser, severally and not jointly, agrees that, prior to or simultaneously with the confirmation of sale by such Initial Purchaser to any purchaser of any of the Securities purchased by such Initial Purchaser from the Issuer pursuant hereto, such Initial Purchaser shall furnish to that purchaser a copy of the Time of Sale Information (and any amendment or supplement thereto that the Issuer shall have furnished to such Initial Purchaser prior to the date of such confirmation of sale). In addition to the foregoing, each Initial Purchaser acknowledges and agrees that the Issuer and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(h) and (p), counsel for the Issuer and for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers and their compliance with their agreements contained in this Section 2, and each Initial Purchaser hereby consents to such reliance.

          (c) The Issuer acknowledges and agrees that the Initial Purchasers may sell Securities to any affiliate of an Initial Purchaser and that any such affiliate may sell Securities purchased by it to an Initial Purchaser.

          3. Delivery of and Payment for the Securities . (a) Delivery of and payment for the Securities shall be made at the offices of Simpson Thacher & Bartlett LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “ Representatives ”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9, 2009 (such date and time of payment and delivery being referred to herein as the “ Closing Date ”).

          (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

          4. Further Agreements of the Issuer, PHH and VMS . Each of the Issuer, PHH and VMS, jointly and severally, agrees with each of the several Initial Purchasers and, in the case of subsections (s), (t), (u) and (v) of this Section 4, the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities, that:

          (a) the Issuer will advise the Representatives promptly and, if requested, confirm such advice in writing, of the happening of any event at any time prior to the completion of the initial offering of the Securities as a result of which any Time of Sale Information or the Final Offering Circular as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information or the Final Offering Circular is delivered to a purchaser, not misleading; the Issuer shall advise the Representatives promptly of any order preventing or suspending the use of the Time of Sale Information or the Final Offering Circular, of any suspension of the qualification of the Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and the Issuer, PHH and VMS shall use their respective best efforts to prevent the issuance of any such order preventing or suspending the use of the Time of Sale Information or the Final Offering Circular or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time;

          (b) the Issuer, PHH and VMS shall prepare the Final Offering Circular in a form reasonably acceptable to the Representatives and the Issuer shall furnish promptly to each of the Representatives and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Circular, any other Time of Sale Information and the Final Offering Circular (and any amendments or supplements thereto) as may be reasonably requested;

          (c) prior to making any amendment or supplement to any of the Time of Sale Information or the Final Offering Circular, the Issuer shall furnish a copy thereof to each of the Representatives and counsel for the Initial Purchasers and the Issuer shall not effect any such amendment or supplement to which the Representatives shall reasonably object by notice to the Issuer after a reasonable period to review;

          (d) if, at any time prior to the Closing Date, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Information in

order that the Time of Sale Information will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Time of Sale Information to comply with applicable law, the Issuer shall promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Time of Sale Information, as so amended or supplemented, will comply with applicable law;

          (e) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers but in no event in excess of 180 days from the date hereof, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Circular in order that the Final Offering Circular will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary at any such time to amend or supplement the Final Offering Circular to comply with applicable law, the Issuer shall promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Offering Circular, as so amended or supplemented, will comply with applicable law;

          (f) for so long as the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer, PHH and VMS shall furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuer is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders);

          (g) the Issuer shall supply to each Initial Purchaser, on a continuing basis, three (3) copies of all correspondence with, and information that the Issuer and its affiliates make available to, the Indenture Trustee in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby;

          (h) the Issuer shall promptly take from time to time such actions as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdiction