Master Terms and Conditions for Warrants

EXHIBIT 10.5

CONFIRMATION

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 JPMorgan Chase Bank, National Association, London Branch 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:

JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority

For each Component of the Transaction, the Number of Warrants and Expiration Date are as set forth below.