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September 23, 2009
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PHH Corporation
(“ Issuer ”)
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(856)
917-4278
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Treasurer
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Wachovia Bank,
National Association (“ Dealer ”)
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(212)
622-8534
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Transaction
Reference Number:
The
purpose of this communication (this “ Confirmation
”) is to set forth the terms and conditions of the
above-referenced Transaction entered into on the Trade Date
specified below between you and us. This Confirmation supplements,
forms a part of, and is subject to the Master Terms and Conditions
for Warrants Issued by PHH Corporation, between Wachovia Bank,
National Association, represented by Wells Fargo Securities, LLC as
its agent, and PHH Corporation, dated as of September 23, 2009
(as amended from time to time, the “ Master
Confirmation ”).
1.
The definitions and provisions contained in the Definitions (as
such term is defined in the Master Confirmation) and in the Master
Confirmation are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.
2.
The particular Transaction to which this Confirmation relates shall
have the following terms:
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September 23,
2009
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September 29,
2009
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USD
34.74
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USD
6,745,992.00
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The Effective
Date.
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At any time, a
number of Shares equal to the product of the Transaction
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Multiplier and
the Number of Shares at such time.
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1.35
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1
For each
Component of the Transaction, the Number of Warrants and Expiration
Date are as set forth below.
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Component Number
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Number of Warrants
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Expiration Date
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15,631
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December 1, 2014
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15,631
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December 2, 2014
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15,631
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December 3, 2014
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15,631
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December 4, 2014
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15,631
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December 5, 2014
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15,631
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December 8, 2014
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15,631
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December 9, 2014
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15,631
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December 10, 2014
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15,631
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December 11, 2014
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15,631
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December 12, 2014
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15,631
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December 15, 2014
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15,631
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December 16, 2014
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15,631
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December 17, 2014
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15,631
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December 18, 2014
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15,631
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December 19, 2014
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15,631
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December 22, 2014
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15,631
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December 23, 2014
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15,631
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December 24, 2014
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15,631
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December 26, 2014
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15,631
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December 29, 2014
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15,631
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December 30, 2014
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15,631
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December 31, 2014
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15,631
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January 2, 2015
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15,631
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January 5, 2015
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15,631
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January 6, 2015
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15,631
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January 7, 2015
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15,631
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January 8, 2015
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15,
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