Exhibit 10.1.3
 EXECUTION VERSION
  Amendment Existing Credit Agreement Credit Agreement Borrower Canadian Subsidiary Borrower Lenders
 WITNESSETH
     Defined Terms
 Amendments Fourth Amendment
Effective Date Exhibit A
 Lender Addendum
 Extension of Maturity Date i.e. Non-Extending Revolving Lender i.e.
 
 [***]
    
    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.




---



##### 



2






Reduction and Adjustments in Revolving Commitments




Increasing Lender New Lenders


Allocation and Repayment of Revolving Loans and Letters of Credit








---



##### 



3






Conditions to Effectiveness
















---



##### 



4




Waivers


Representations and Warranties






Payment of Expenses


No Other Amendment or Waivers; Confirmation


GOVERNING LAW; WAIVER OF JURY TRIAL; MISCELLANEOUS


THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.11 OF THE CREDIT AGREEMENT AS
IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.






---



##### 



5








Severability


Headings


Signature Pages Follow




---



##### 



6  PHH CORPORATION, as the BorrowerBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and TreasurerPHH VEHICLE MANAGEMENT SERVICES, INC.,
as the Canadian Subsidiary BorrowerBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and Treasurer PHH
Corporation  Fourth Amendment




---



##### 



7


| |                                                                    |                           |                       | 
| | ------------------------------------------------------------------ | ------------------------- | --------------------- | 
| | JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender |                          
| | By:                                                                | /s/ Richard J. Poworoznek |                      
| |                                                                    | Name:                     | Richard J. Poworoznek | 
| |                                                                    | Title:                    | Executive Director    | 
|

PHH
Corporation  Fourth Amendment




---



##### 



8


| |                                                            |                 |                | 
| | ---------------------------------------------------------- | --------------- | -------------- | 
| | Name of Extending Revolving Lender: 
BANK OF AMERICA, N.A. |                
| | By:                                                        | /s/ William Soo |               
| |                                                            | Name:           | William Soo    | 
| |                                                            | Title:          | Vice President | 
|

PHH
Corporation  Fourth Amendment




---



##### 



9


| |                                                       |                  |                          | 
| | ----------------------------------------------------- | ---------------- | ------------------------ | 
| | Name of Extending Revolving Lender:
BARCLAYS BANK PLC |                 
| | By:                                                   | /s/ Alicia Borys |                         
| |                                                       | Name:            | Alicia Borys             | 
| |                                                       | Title:           | Assistant Vice President | 
|

PHH
Corporation  Fourth Amendment




---



##### 



10


| |                                               |                         |                     | 
| | --------------------------------------------- | ----------------------- | ------------------- | 
| | Name of Extending Revolving Lender:
CIBC INC. |                        
| | By:                                           | /s/ Dominic J. Sorresso |                    
| |                                               | Name:                   | Dominic J. Sorresso | 
| |                                               | Title:                  | Executive Director  | 
|




PHH
Corporation  Fourth Amendment




---



##### 



11


| |                                                    |                       |                   | 
| | -------------------------------------------------- | --------------------- | ----------------- | 
| | Name of Extending Revolving Lender:
CITIBANK, N.A. |                      
| | By:                                                | /s/ Christina H. Park |                  
| |                                                    | Name:                 | Christina H. Park | 
| |                                                    | Title:                | Director          | 
|

PHH
Corporation  Fourth Amendment




---



##### 



12


| |                                                                      |                     |                 | 
| | -------------------------------------------------------------------- | ------------------- | --------------- | 
| | Name of Extending Revolving Lender:
DEUTSCHE BANK AG NEW YORK BRANCH |                    
| | By:                                                                  | /s/ Robert Chesley  |                
| |                                                                      | Name:               | Robert Chesley  | 
| |                                                                      | Title:              | Director        | 
|
| |                                                                      |                    
| | By:                                                                  | /s/ Kathleen Bowers |                
| |                                                                      | Name:               | Kathleen Bowers | 
| |                                                                      | Title:              | Director        | 
|

PHH
Corporation  Fourth Amendment




---



##### 



13


| |                                                                           |                        |                    | 
| | ------------------------------------------------------------------------- | ---------------------- | ------------------ | 
| | Name of Extending Revolving Lender:
Manufacturers & Traders Trust Company |                       
| | By:                                                                       | /s/ Laurel LB Magruder |                   
| |                                                                           | Name:                  | Laurel LB Magruder | 
| |                                                                           | Title:                 | Vice President     | 
|

PHH
Corporation  Fourth Amendment




---



##### 



14


| |                                                          |                  |              | 
| | -------------------------------------------------------- | ---------------- | ------------ | 
| | Name of Extending Revolving Lender:
ROYAL BANK OF CANADA |                 
| | By:                                                      | /s/ Tim Stephens |             
| |                                                          | Name:            | Tim Stephens | 
| |                                                          | Title:           | Director     | 
|

PHH
Corporation  Fourth Amendment




---



##### 



15


| |                                                                 |                    |                   | 
| | --------------------------------------------------------------- | ------------------ | ----------------- | 
| | Name of Extending Revolving Lender:
The Bank of New York Mellon |                   
| | By:                                                             | /s/ Gregory Muller |                  
| |                                                                 | Name:              | Gregory Muller    | 
| |                                                                 | Title:             | Managing Director | 
|

PHH
Corporation  Fourth Amendment




---



##### 



16


| |                                                                       |                   |                   | 
| | --------------------------------------------------------------------- | ----------------- | ----------------- | 
| | THE BANK OF NOVA SCOTIA,
as Canadian Revolving Lender and as a Lender |                  
| | By:                                                                   | /s/ David Mahmood |                  
| |                                                                       | Name:             | David Mahmood     | 
| |                                                                       | Title:            | Managing Director | 
|

PHH
Corporation  Fourth Amendment




---



##### 



17


| |                                                                    |                     |                 | 
| | ------------------------------------------------------------------ | ------------------- | --------------- | 
| | Name of Extending Revolving Lender:
THE ROYAL BANK OF SCOTLAND PLC |                    
| | By:                                                                | /s/ L. Peter Yetman |                
| |                                                                    | Name:               | L. Peter Yetman | 
| |                                                                    | Title:              | SVP             | 
|

PHH
Corporation  Fourth Amendment




---



##### 



18


| |                                                                     |                               |                           | 
| | ------------------------------------------------------------------- | ----------------------------- | ------------------------- | 
| | Name of Extending Revolving Lender:
THE ROYAL BANK OF SCOTLAND N.V. |                              
| | By:                                                                 | /s/ Michiel van Schaardenburg |                          
| |                                                                     | Name:                         | Michiel van Schaardenburg | 
| |                                                                     | Title:                        | Managing Director         | 
|

|                                     |  |  |  | 
|------------------------------------ |  |  |  | 
|[PHH Corporation  Fourth Amendment]
|                                     |  | 
|                                     |  | 
|                                     |  | 



---



##### 



19


| |  |  |  | 
| |  |  |  | 

| |                                                            |                       |                   | 
| | ---------------------------------------------------------- | --------------------- | ----------------- | 
| | Name of Extending Revolving Lender:
WELLS FARGO BANK, N.A. |                      
| | By:                                                        | /s/ Tracy Moosbrugger |                  
| |                                                            | Name:                 | Tracy Moosbrugger | 
| |                                                            | Title:                | Managing Director | 
|

PHH
Corporation  Fourth Amendment




---



##### 



20


| |                                                                |                                                    |          | 
| | -------------------------------------------------------------- | -------------------------------------------------- | -------- | 
| | Name of Extending Revolving Lender:
WESTLB AG, NEW YORK BRANCH |                                                   
| | By:                                                            | /s/ Laura A. Spichiger                             |         
| |                                                                | Name: Laura A. Spichiger
Title: Executive Director |         
| |                                                                |                                                    |          | 
| |                                                                |                                                   
| | By:                                                            | /s/ Pui Chow                                       |         
| |                                                                | Name:                                              | Pui Chow | 
| |                                                                | Title:                                             | Director | 
|

PHH
Corporation  Fourth Amendment




---



##### 



21


| |                                                                                                                                              |                 |                          | 
| | -------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | ------------------------ | 
| | Name of Extending Revolving Lender:
WILLIAM STREET COMMITMENT
CORPORATION (Recourse only to assets of William
Street Commitment Corporation) |                
| | By:                                                                                                                                          | /s/ Mark Walton |                         
| |                                                                                                                                              | Name:           | Mark Walton              | 
| |                                                                                                                                              | Title:          | Assistant Vice President | 
|

PHH
Corporation  Fourth Amendment




---



##### 



22   Non-Extended
    
    
    ExtendedRevolving
    
    
    RevolvingRevolving Lender
    
    Commitment1
    
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    [***]Citibank, N.A.
    
    $
    [***]Bank of America, N.A.
    
    $
    [***]Wells Fargo Bank, National Association.
    
    $
    [***]The Royal Bank of Scotland plc
    
    $
    [***]The Royal Bank of Scotland N.V.
    
    $
    [***]Deutsche Bank AG New York Branch
    
    $
    [***]Manufacturers & Traders Trust Company
    
    $
    [***]Barclays Bank PLC
    
    $
    [***]Royal Bank of Canada
    
    $
    [***]The Bank of New York Mellon
    
    $
    [***]CIBC World Markets Corp.
    
    $
    [***]WestLB AG, New York Branch
    
    $
    [***]Goldman Sachs Lending Partners
    
    $
    [***]The Bank of Nova Scotia (Canadian Revolving Commitment)
    
    $
    [***]Bank of Montreal
    
    
    
    
    
    $
    [***]Calyon New York Branch
    
    
    
    
    
    $
    [***]HSBC Bank USA, N.A.
    
    
    
    
    
    $
    [***]UBS Loan Finance LLC
    
    
    
    
    
    $
    [***]Mizuho Corporate Bank, Ltd.
    
    
    
    
    
    $
    [***]The Northern Trust Company
    
    
    
    
    
    $
    [***]First Commercial Bank New York Agency
    
    
    
    
    
    $
    [***]Bank of Communications, New York Branch
    
    
    
    
    
    $
    [***]Total
    
    $
    525,000,000
    
    
    $
    280,000,000
 
 1
    
    After giving effect to the reduction of the Revolving
Commitments and Canadian Revolving Commitment pursuant to Section 5 of the
Fourth Amendment.[***]
    
    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.




---



##### 



23








---



##### 



J.P. MORGAN 
SECURITIES INC.
    
    CITIGROUP
GLOBAL
MARKETS INC.
    
    BANC OF
AMERICA
SECURITIES LLC
    
    RBS
SECURITIES
INC.
    
    WELLS FARGO
SECURITIES,
LLC




---



##### 



Table of Contents
 Page1.
    
    
    DEFINITIONS
    
    
    12.
    
    
    THE LOANS
    
    
    20SECTION 2.1.
    
    Commitments
    
    
    20SECTION 2.2.
    
    Loans
    
    
    21SECTION 2.3.
    
    Use of Proceeds
    
    
    22SECTION 2.4.
    
    [RESERVED]
    
    
    22SECTION 2.5.
    
    Revolving Credit Borrowing Procedure
    
    
    22SECTION 2.6.
    
    Canadian Revolving Borrowing Procedure
    
    
    22SECTION 2.7.
    
    Refinancings
    
    
    23SECTION 2.8.
    
    Fees
    
    
    24SECTION 2.9.
    
    Repayment of Loans; Evidence of Debt
    
    
    24SECTION 2.10.
    
    Interest on Loans
    
    
    25SECTION 2.11.
    
    Interest on Overdue Amounts
    
    
    26SECTION 2.12.
    
    Alternate Rate of Interest
    
    
    27SECTION 2.13.
    
    Termination and Reduction of Commitments; Increase of Revolving
Commitments; Extension of Non-Extended Revolving Commitment
    
    
    27SECTION 2.14.
    
    Prepayment of Loans
    
    
    29SECTION 2.15.
    
    Eurocurrency Reserve Costs
    
    
    30SECTION 2.16.
    
    Reserve Requirements; Change in Circumstances
    
    
    30SECTION 2.17.
    
    Change in Legality
    
    
    32SECTION 2.18.
    
    Reimbursement of Lenders
    
    
    32SECTION 2.19.
    
    Pro Rata Treatment
    
    
    33SECTION 2.20.
    
    Right of Setoff
    
    
    34SECTION 2.21.
    
    Manner of Payments; Special Application of Payments
    
    
    34SECTION 2.22.
    
    Withholding Taxes
    
    
    34SECTION 2.23.
    
    Certain Pricing Adjustments
    
    
    36SECTION 2.24.
    
    Revolving Letters of Credit
    
    
    37SECTION 2.25.
    
    Canadian Letters of Credit
    
    
    42SECTION 2.26.
    
    Canadian Bankers Acceptances
    
    
    46SECTION 2.27.
    
    Extension Option
    
    
    47SECTION 2.28.
    
    Defaulting Lenders
    
    
    48SECTION 2.29.
    
    Replacement of Lenders
    
    
    493.
    
    
    REPRESENTATIONS AND WARRANTIES OF BORROWER
    
    
    50SECTION 3.1.
    
    Corporate Existence and Power
    
    
    50SECTION 3.2.
    
    Corporate Authority and No Violation
    
    
    50SECTION 3.3.
    
    Governmental and Other Approval and Consents
    
    
    50SECTION 3.4.
    
    Financial Statements of Borrower
    
    
    51SECTION 3.5.
    
    No Material Adverse Change
    
    
    51SECTION 3.6.
    
    Copyrights, Patents and Other Rights
    
    
    51SECTION 3.7.
    
    Title to Properties
    
    
    51SECTION 3.8.
    
    Litigation
    
    
    51SECTION 3.9.
    
    Federal Reserve Regulations
    
    
    51SECTION 3.10.
    
    Investment Company Act
    
    
    52SECTION 3.11.
    
    Enforceability
    
    
    52SECTION 3.12.
    
    Taxes
    
    
    52SECTION 3.13.
    
    Compliance with ERISA
    
    
    52
 -i-




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##### 



PageSECTION 3.14.
    
    Disclosure
    
    
    52SECTION 3.15.
    
    Environmental Liabilities
    
    
    534.
    
    
    CONDITIONS OF LENDING
    
    
    53SECTION 4.1.
    
    [RESERVED]
    
    
    53SECTION 4.2.
    
    Conditions Precedent to Each Loan and Letter of Credit
    
    
    535.
    
    
    AFFIRMATIVE COVENANTS
    
    
    54SECTION 5.1.
    

Financial Statements, Reports, etc.
    
    
    54SECTION 5.2.
    
    Corporate Existence; Compliance with Statutes
    
    
    55SECTION 5.3.
    
    Insurance
    
    
    55SECTION 5.4.
    
    Taxes and Charges
    
    
    55SECTION 5.5.
    
    ERISA Compliance and Reports
    
    
    55SECTION 5.6.
    
    Maintenance of and Access to Books and Records; Examinations
    
    
    56SECTION 5.7.
    
    Maintenance of Properties
    
    
    566.
    
    
    NEGATIVE COVENANTS
    
    
    56SECTION 6.1.
    
    Limitation on Subsidiary Indebtedness and Borrower Indebtedness
    
    
    57SECTION 6.2.
    
    Limitation on Transactions with Affiliates
    
    
    58SECTION 6.3.
    
    Consolidation, Merger, Sale of Assets
    
    
    58SECTION 6.4.
    
    Limitations on Liens
    
    
    58SECTION 6.5.
    
    Sale and Leaseback
    
    
    60SECTION 6.6.
    
    Consolidated Net Worth
    
    
    60SECTION 6.7.
    
    Ratio of Indebtedness To Tangible Net Worth
    
    
    60SECTION 6.8.
    
    Accounting Practices
    
    
    60SECTION 6.9.
    
    Restrictions Affecting Subsidiaries
    
    
    60SECTION 6.10.
    
    Maintenance of Available Borrowing Capacity
    
    
    61SECTION 6.11.
    
    Limitation on Negative Pledge Clauses
    
    
    61SECTION 6.12.
    
    Limitation on Certain Payments and Restricted Payments
    
    
    617.
    
    
    EVENTS OF DEFAULT
    
    
    628.
    
    
    THE ADMINISTRATIVE AGENT AND EACH REVOLVING ISSUING LENDER
    
    
    64SECTION 8.1.
    
    Administration by Administrative Agent
    
    
    64SECTION 8.2.
    
    Advances and Payments
    
    
    65SECTION 8.3.
    
    Sharing of Setoffs and Cash Collateral
    
    
    65SECTION 8.4.
    
    Notice to the Lenders; Notice of Default
    
    
    66SECTION 8.5.
    
    Liability of the Administrative Agent
    
    
    66SECTION 8.6.
    
    Reimbursement and Indemnification
    
    
    67SECTION 8.7.
    
    Rights of Administrative Agent
    
    
    67SECTION 8.8.
    
    Independent Investigation by Lenders
    
    
    67SECTION 8.9.
    
    Notice of Transfer
    
    
    68SECTION 8.10.
    
    Successor Administrative Agent
    
    
    68SECTION 8.11.
    
    Resignation of a Revolving Issuing Lender; Duties of Revolving Issuing
Lender
    
    
    69SECTION 8.12.
    
    Syndication Agent and Co-Documentation Agents
    
    
    699.
    
    
    PARENT GUARANTY OF SUBSIDIARY BORROWER OBLIGATIONS
    
    
    69SECTION 9.1.
    
    Guaranty
    
    
    69SECTION 9.2.
    
    No Subrogation
    
    
    70SECTION 9.3.
    
    Amendments, etc. with respect to the Obligations; Waiver of Rights
    
    
    70SECTION 9.4.
    
    Parent Guaranty Absolute and Unconditional
    
    
    71
 -ii-




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##### 



PageSECTION 9.5.
    
    Reinstatement
    
    
    7110.
    
    
    MISCELLANEOUS
    
    
    72SECTION 10.1.
    
    Notices
    
    
    72SECTION 10.2.
    
    Survival of Agreement, Representations and Warranties, etc
    
    
    72SECTION 10.3.
    
    Successors and Assigns; Syndications; Loan Sales; Participations
    
    
    72SECTION 10.4.
    
    Expenses
    
    
    75SECTION 10.5.
    
    Indemnity
    
    
    75SECTION 10.6.
    
    CHOICE OF LAW
    
    
    76SECTION 10.7.
    
    No Waiver
    
    
    76SECTION 10.8.
    
    Extension of Maturity
    
    
    76SECTION 10.9.
    
    Amendments, etc
    
    
    76SECTION 10.10.
    
    Severability
    
    
    78SECTION 10.11.
    
    SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    78SECTION 10.12.
    
    Headings
    
    
    79SECTION 10.13.
    
    Execution in Counterparts
    
    
    79SECTION 10.14.
    
    Entire Agreement
    
    
    79SECTION 10.15.
    
    Foreign Currency Judgments
    
    
    79SECTION 10.16.
    
    Language
    
    
    80SECTION 10.17.
    
    Confidentiality
    
    
    81SECTION 10.18.
    
    USA PATRIOT Act
    
    
    81SECTION 10.19.
    
    No Fiduciary Duty
    
    
    81
 -iii-




---



##### 



SCHEDULES1.1A
    
    Revolving Commitments5.1(c)
    
    Existing Mortgage Warehouse Facilities and Servicing Advance Facilities6.1
    
    Existing Material Subsidiary Indebtedness6.4
    
    Existing LiensEXHIBITSA-1
    
    [RESERVED]A-2
    
    [RESERVED]A-3
    
    [RESERVED]B
    
    Form of Assignment and AcceptanceC
    
    Form of Compliance CertificateE-1
    
    Form of Revolving Credit Borrowing RequestE-2
    
    Form of Canadian Revolving Borrowing RequestF
    
    Form of New Lender SupplementG
    
    Form of Revolving Commitment Increase SupplementH
    
    Form of Joinder AgreementI
    
    Form of Tax Exemption Certificate
 -iv-




---



##### 



Agreement Borrower Canadian Subsidiary
Borrower Administrative Agent
 INTRODUCTORY STATEMENT
     ABR Borrowing
 ABR Loan
 ABR Spread
 Acceptance Fee
 Act
 Adjusted LIBOR




---



##### 



2 Affiliate
 Agents
 Alternate Base Rate 1 2
 Applicable Law
 Asset Securitization Subsidiary
 Assignment and Acceptance
 Available Borrowing Capacity
 Bankruptcy Event provided provided further




---



##### 



3 Basis Point
 Board
 Borrowing
 Business Day provided
 Canadian ABR Loan
 Canadian Alternate Base Rate 1 2
 Canadian Bankers Acceptance Canadian B/A
 Canadian Base Rate
 Canadian Cash Collateral Account
 Canadian Dollars C$
 Canadian L/C Exposure




---



##### 



4 Canadian Letters of Credit
 Canadian Prime Rate
 Canadian Prime Rate Loan
 Canadian Revolving Borrowing Request
 Canadian Revolving Commitment
 Canadian Revolving Lender
 Canadian Revolving Loan
 Capital Lease
 Capital Stock
 Cash Collateral Account
 Cash Equivalents provided




---



##### 



5  CDOR Rate provided
 Change in Control
 Closing Date
 Code
 Co-Documentation Agents
 Commitments
 Commitment Period
 Commitment Utilization Percentage




---



##### 



6  Confidential Information Memorandum
 Consolidated Assets
 Consolidated Net Income provided
 Consolidated Net Worth
 Consolidated Subsidiaries
 Contract Period provided provided further
 Contractual Obligation
 Convertible Notes
 Credit Party




---



##### 



7 Currency Currencies
 Default
 Defaulting Lender provided provided
 Discount Proceeds
 (a)
    
    the face amount of the Canadian B/A; by(b)
    
    the quotient of one divided by the sum of one plus the product of:
    Discount Rate




---



##### 



8  Dollar Equivalent Amount
 Dollars $ US$
 Eligible Canadian Revolving Lender
 Environmental Laws et seq et seq et seq et seq et seq et seq et seq
 Environmental Liabilities
 ERISA
 Event of Default
 Excess Utilization Day
 Exchange Rate




---



##### 



9 provided
 Excluded Taxes
 Existing Mortgage Warehouse Facilities
 Extended Revolving Tranche
 Extended Revolving Commitment
 Extended Termination Date i.e.
 Extending Revolving Lender
 Extension Option
 Facility Fee
 FATCA




---



##### 



10 Federal Funds Effective Rate
 Federal Funds Rate
 FFR Borrowing
 FFR Loan
 FFR Spread
 Fitch
 Fourth Amendment
 Fourth Amendment Effective Date
 Fundamental Documents
 Funding Office provided
 GAAP provided




---



##### 



11  Governmental Authority
 Government-Sponsored Enterprise
 Guaranty primary obligation primary obligor provided
 Hazardous Materials
 Indebtedness




---



##### 



12  Indemnified Taxes
 Interest Payment Date
 Interest Period provided
 Interest Rate Protection Agreement
 Interest Rate Type
 Joinder Agreement
 Joint Lead Arrangers
 JPMorgan Chase Bank
 L/C Exposure




---



##### 



13 LEAF Trust Transaction Purchase Agreement
 Lender Extension Notice
 Lender Parent
 Lenders
 Lending Office
 Letters of Credit
 LIBOR LIBOR
 LIBOR Borrowing
 LIBOR Canadian Revolving Loan
 LIBOR Loan
 LIBOR Revolving Credit Loan




---



##### 



14 LIBOR Spread
 Lien
 Loan
 Local Time
 Margin Stock
 Material Adverse Effect
 Material Subsidiary
 Minimum Liquidity
 Moodys
 Mortgage Warehouse Facilities
 Multiemployer Plan
 New Lender
 Non-Extended Revolving Commitment
 Non-Extended Termination Date
 Non-Extended Revolving Tranche




---



##### 



15 Non-Extending Revolving Lender
 Non-U.S. Lender
 Obligations
 Offered Increase Amount
 Other Taxes
 Parent Guaranty
 Participant
 PBGC
 Permitted Encumbrances
 Person
 PHH Home Loans Intercompany Credit Agreement ,
 PHH Home Loans Mortgage Warehouse Facilities




---



##### 



16  Plan
 Prime Rate
 Pro Forma Basis
 Protesting Lender
 REO Assets
 Reportable Event
 Required Lenders
 Revolving Commitment
 Revolving Commitment Increase Notice




---



##### 



17 Revolving Credit Borrowing
 Revolving Credit Borrowing Request
 Revolving Credit Exposure
 Revolving Credit Loans
 Revolving Credit Percentage provided
 Revolving Issuing Lender
 Revolving L/C Exposure
 Revolving Lender
 Revolving Letters of Credit
 Rolling Period
 S&P
 Securitization Indebtedness




---



##### 



18 Servicing
 Servicing Advances
 Servicing Advance Facility
 Servicing Agreements
 Special Purpose Vehicle Subsidiary
 Statutory Reserves




---



##### 



19 Subsidiary
 Subsidiary Borrower
 Subsidiary Borrower Obligations
 Supermajority Lenders
 Syndication Agent
 Tangible Net Worth
 Taxes
 Termination Date
 Transferee
 Total Extended Revolving Commitment
 Total Non-Extended Revolving Commitment
 Total Revolving Commitment
 United States
 U.S. Withholding Tax Forms IRS




---



##### 



20  Utilization Fee
 Utilization Fee Percentage
 Working Day
  Commitments.




---



##### 



21  Loans.
  provided provided




---



##### 



22  Use of Proceeds.
  RESERVED .
 Revolving Credit Borrowing Procedure.
  Canadian Revolving Borrowing Procedure




---



##### 



23  Refinancings.
 provided provided




---



##### 



24 Fees.
 Facility Fee provided
 Utilization Fee provided
   Repayment of Loans; Evidence of Debt.




---



##### 



25  provided
    prima facie provided
 Interest on Loans.




---



##### 



26          Interest on Overdue Amounts.




---



##### 



27  Alternate Rate of Interest.
  Termination and Reduction of Commitments; Increase of Revolving
Commitments; Extension of Non-Extended Revolving Commitment.
  provided




---



##### 



28  Offered Increase Amount Revolving Commitment Increase Notice
 New Lender provided
   Lender Extension Notice Effective Date




---



##### 



29 mutatis mutandis
 Prepayment of Loans.
 provided
 first second
 first second provided




---



##### 



30   Eurocurrency Reserve Costs.
  Reserve Requirements; Change in Circumstances.




---



##### 



31




---



##### 



32  provided
 Change in Legality.
     Reimbursement of Lenders.




---



##### 



33 times times
  Pro Rata Treatment.




---



##### 



34  Right of Setoff.
  Manner of Payments; Special Application of Payments.
   Withholding Taxes.




---



##### 



35 Non-U.S. Lender




---



##### 



36  Certain Pricing Adjustments.
  S&P/Moodys/Fitch RatingEquivalent of the Borrowers
    
    
    
    
    
    Applicable
    
    Applicable
    
    Utilization Feesenior unsecured
    
    Facility Fee
    
    LIBOR Spread
    
    FFR Spread
    
    Percentagelong-term debt
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)A/A2/A or better
    
    
    7.0
    
    
    
    18.0
    
    
    
    18.0
    
    
    
    10.0A-/A3/A-
    
    
    8.0
    
    
    
    22.0
    
    
    
    22.0
    
    
    
    10.0BBB+/Baa1/BBB+
    
    
    10.0
    
    
    
    30.0
    
    
    
    30.0
    
    
    
    10.0BBB/Baa2/BBB
    
    
    12.0
    
    
    
    38.0
    
    
    
    38.0
    
    
    
    10.0BBB-/Baa3/BBB-
    
    
    15.0
    
    
    
    47.5
    
    
    
    47.5
    
    
    
    12.5BB+/Ba1/BB+ or worse
    
    
    17.5
    
    
    
    70.0
    
    
    
    70.0
    
    
    
    12.5
  S&P/Moodys/Fitch RatingEquivalent of the Borrowers
    
    
    
    
    
    Applicable
    
    Applicable
    
    Applicablesenior unsecured
    
    Facility Fee
    
    LIBOR Spread
    
    ABR Spread
    
    FFR Spreadlong-term debt
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)A/A2/A or better
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0A-/A3/A-
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0BBB+/Baa1/BBB+
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0BBB/Baa2/BBB
    
    
    60.0
    
    
    
    300.0
    
    
    
    200.0
    
    
    
    300.0BBB-/Baa3/BBB-
    
    
    70.0
    
    
    
    325.0
    
    
    
    225.0
    
    
    
    325.0BB+/Ba1/BB+ or worse
    
    
    75.0
    
    
    
    350.0
    
    
    
    250.0
    
    
    
    350.0
 provided




---



##### 



37  Revolving Letters of Credit provided provided further




---



##### 



38  provided




---



##### 



39 provided however provided




---



##### 



40   provided




---



##### 



41




---



##### 



42 provided however
 provided
   Canadian Letters of Credit provided provided further




---



##### 



43 provided
 provided however provided




---



##### 



44   provided




---



##### 



45     provided however
 provided




---



##### 



46    Canadian Bankers Acceptances.
  provided




---



##### 



47      provided however
 Extension Option
 Extension
Option provided




---



##### 



48 provided
 Defaulting Lenders.
   provided provided further




---



##### 



49      mutatis mutandis
 Replacement of Lenders




---



##### 



50 provided
   Corporate Existence and Power.
  Corporate Authority and No Violation.
  Governmental and Other Approval and Consents.




---



##### 



51  Financial Statements of Borrower.
  No Material Adverse Change.
 provided
 Copyrights, Patents and Other Rights.
  Title to Properties.
  Litigation.
 Federal Reserve Regulations.




---



##### 



52  Investment Company Act.
  Enforceability.
  Taxes.
  Compliance with ERISA.
  Disclosure.




---



##### 



53  Environmental Liabilities.
   [RESERVED]
 Conditions Precedent to Each Loan and Letter of Credit.
 Notice
 Representations and Warranties provided
 No Event of Default provided
 Each Loan and Letter of Credit for a Subsidiary Borrower provided however




---



##### 



54   Financial Statements, Reports, etc.




---



##### 



55   Corporate Existence; Compliance with Statutes.
 provided
 Insurance.
 provided however
 Taxes and Charges.
 provided provided further
 ERISA Compliance and Reports.




---



##### 



56 provided
 Maintenance of and Access to Books and Records; Examinations.
 provided
 Maintenance of Properties.




---



##### 



57 Limitation on Subsidiary Indebtedness and Borrower Indebtedness.
     provided




---



##### 



58     provided
 Limitation on Transactions with Affiliates.
  Consolidation, Merger, Sale of Assets.
 provided
 provided
 Limitations on Liens.




---



##### 



59    provided




---



##### 



60      Sale and Leaseback.
  Consolidated Net Worth.
  Ratio of Indebtedness To Tangible Net Worth.
  Accounting Practices.
  Restrictions Affecting Subsidiaries.
 provided however




---



##### 



61
  Maintenance of Available Borrowing Capacity.
 provided
 Limitation on Negative Pledge Clauses.
    provided
    provided pari passu
  Limitation on Certain Payments and Restricted Payments.




---



##### 



62  provided provided further
          Events of Default




---



##### 



63    provided provided further




---



##### 



64        Administration by Administrative Agent.




---



##### 



65  Advances and Payments.
  first second third fourth
 Sharing of Setoffs and Cash Collateral.




---



##### 



66 Benefitted Lender provided however
 Notice to the Lenders; Notice of Default.
 provided
 Liability of the Administrative Agent.




---



##### 



67   Reimbursement and Indemnification.
  Rights of Administrative Agent.
  SECTION 8.8. Independent Investigation by Lenders.




---



##### 



68  Notice of Transfer.
  Successor Administrative Agent.




---



##### 



69  Resignation of a Revolving Issuing Lender; Duties of Revolving Issuing
Lender.
   Syndication Agent and Co-Documentation Agents.
   Guaranty
  provided however




---



##### 



70   No Subrogation
  Amendments, etc. with respect to the Obligations; Waiver of Rights




---



##### 



71  Parent Guaranty Absolute and Unconditional
  Reinstatement.




---



##### 



72  Notices.
 th th nd
 provided provided
 Survival of Agreement, Representations and Warranties, etc.
  Successors and Assigns; Syndications; Loan Sales; Participations.
 provided




---



##### 



73  provided




---



##### 



74  Register
  Participant provided Participant Register provided




---



##### 



75   provided
  Expenses.
  Indemnity.
 Indemnified Party provided




---



##### 



76 provided further
 CHOICE OF LAW.
  No Waiver.
  Extension of Maturity.
  Amendments, etc. provided provided further




---



##### 



77 provided provided further
  Joinder Agreement
 provided however
 Protesting Lender provided




---



##### 



78 provided
 SECTION 10.10. Severability.
  SERVICE OF PROCESS; WAIVER OF JURY TRIAL.




---



##### 



79 PROVIDED
  PROVIDED
 Headings.
  Execution in Counterparts.
  Entire Agreement.
  Foreign Currency Judgments.




---



##### 



80  Judgment Currency Agreement Currency Applicable Creditor provided
 Language.




---



##### 



81 Confidentiality.
  USA PATRIOT Act
 Act
 No Fiduciary Duty.




---



##### 



82




---



##### 



Non-Extended
    
    
    ExtendedRevolving
    
    
    RevolvingRevolving Lender
    
    Commitment1
    
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    [***]Citibank, N.A.
    
    $
    [***]Bank of America, N.A.
    
    $
    [***]Wells Fargo Bank, National Association
    
    $
    [***]The Royal Bank of Scotland plc
    
    $
    [***]The Royal Bank of Scotland N.V.
    
    $
    [***]Deutsche Bank AG New York Branch
    
    $
    [***]Manufacturers & Traders Trust Company
    
    $
    [***]Barclays Bank PLC
    
    $
    [***]Royal Bank of Canada
    
    $
    [***]The Bank of New York Mellon
    
    $
    [***]CIBC World Markets Corp.
    
    $
    [***]WestLB AG, New York Branch
    
    $
    [***]Goldman Sachs Lending Partners
    
    $
    [***]The Bank of Nova Scotia (Canadian Revolving Commitment)
    
    $
    [***]Bank of Montreal
    
    
    
    
    
    $
    [***]Calyon New York Branch
    
    
    
    
    
    $
    [***]HSBC Bank USA, N.A.
    
    
    
    
    
    $
    [***]UBS Loan Finance LLC
    
    
    
    
    
    $
    [***]Mizuho Corporate Bank, Ltd.
    
    
    
    
    
    $
    [***]The Northern Trust Company
    
    
    
    
    
    $
    [***]First Commercial Bank New York Agency
    
    
    
    
    
    $
    [***]Bank of Communications, New York Branch
    
    
    
    
    
    $
    [***]Total
    
    $
    525,000,000
    
    
    $
    280,000,000
 
 1
    
    After giving effect to the reduction of
the Revolving Commitments and Canadian Revolving Commitment pursuant to Section
5 of the Fourth Amendment.[***]
    
    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.




---



##### 



84  Existing Mortgage Warehouse Facilities
 PHH Mortgage Corporation, as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateThe Royal Bank of
Scotland
plc2
    
    $
    1,500,000,000
    
    
    $
    [***]
    
    
    
    6/24/10Credit Suisse First
Boston Mortgage
Capital, LLC
    
    $
    350,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Fannie Mae3
    
    $
    3,030,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Manufacturers and
Traders Trust Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011
 PHH Home Loans, as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateCredit Suisse First
Boston Mortgage
Capital, LLC
    
    $
    150,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Manufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011Ally Bank
    
    $
    150,000,000
    
    
    $
    [***]
    
    
    
    4/7/2011
 
 2
    
    As of June 25, 2010, the facility amount
shall be $800M. The maturity date of the amended facility is June 24, 2011.3
    
    Fannie Mae retains a unilateral right to
terminate facility at any time upon notice to PHH Mortgage Corporation.[***]
    
    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.




---



##### 



85 NE Moves Mortgage, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011
 RMR Financial, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011
 Axiom Financial, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011
 Landover Mortgage, LLC, as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateBank of America, N.A
    
    $
    10,000,000
    
    
    $
    [***]
    
    
    
    10/29/2010
 Existing Servicing Advance Facilities
 PHH Mortgage Corporation, as borrower
 Amount Drawn as ofLender
    
    Amount of Facility
    
    
    5/31/10
    
    
    Maturity DateFannie Mae
    
    $
    80,000,000
    
    
    $
    [***]
    
    
    
    N/A
 
 [***]
    
    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.




---



##### 



Existing Material Subsidiary Indebtedness4
 PHH Corporation
 Senior Notes due 2013
     Convertible Notes due 2012
  Convertible Notes due 2014
  Chesapeake Funding, LLC
     
 4
    
    As of the Fourth Amendment Effective
Date, the Material Subsidiaries of the Borrower are: PHH Mortgage Corporation,
Atrium Insurance Corporation, D. L. Peterson Trust, Chesapeake Funding, LLC,
Chesapeake Finance Holdings, LLC, and PHH Vehicle Management Services, LLC
(d/b/a PHH Arval).




---



##### 



PHH Mortgage Corporation




---



##### 



Existing Liens




---



##### 








OPINION OF IN-HOUSE COUNSEL




---



##### 



PHH Corporation
  Borrower Canadian Subsidiary Borrower Loan Parties Fourth Amendment Existing
Credit Agreement Credit Agreement Lenders Administrative Agent
    Articles of Incorporation
 By-laws Organizational Documents




---



##### 



MGCL
 Transaction Agreements




---



##### 








---



##### 



Very truly yours,-s- William F. BrownWilliam F. BrownSenior Vice President, General Counsel and
Corporate Secretary




---



##### 



OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP




---



##### 



FOUR TIMES SQUARE 
NEW YORK 10036-6522
TEL: (212) 735-3000 
FAX: (212) 735-2000 
www.skadden.comJune 25, 2010
    
    FIRM/AFFILIATE OFFICES 
BOSTON 
CHICAGO 
HOUSTON 
LOS ANGELES 
PALO ALTO 
SAN FRANCISCOWASHINGTON, D.C. 
WILMINGTON
BEIJING
BRUSSELSFRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARISSAO PAULO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
TORONTO
VIENNAJPMorgan Chase Bank, N.A., 
         as Administrative Agent, and
         the Lenders party to the Credit Agreement as of the date hereof 
270 Park Avenue 
New York, New York 10017
 PHH Corporation
  Borrower Canadian Subsidiary Borrower Loan
Parties Fourth Amendment Existing Credit Agreement Credit Agreement Lenders Administrative Agent
     Companys Certificate




---



##### 



Transaction Agreements Applicable Laws Governmental Approval Applicable Orders




---



##### 



Guaranty




---



##### 








---



##### 








---



##### 



Very truly yours,SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP




---



##### 



OPINION OF BLAKE, CASSELS & GRAYDON LLP




---



##### 



(BLAKES LOGO)
    
    Blake, Cassels & Graydon LLP
Barristers & Solicitors
Patent & Trade-mark Agents
199 Bay StreetSuite 2800, Commerce Court West 
Toronto ON M5L 1A9 CanadaTel: 416-863-2400 Fax: 416-863-2653
 June 25, 2010
    
    Reference: 33479/400
 
  Re: Credit Facilities for PHH Vehicle Management Services Inc.
 Canadian
Borrower Fourth Amendment Credit Agreement inter alia,
  1.
    
    the Credit Agreement;2.
    
    a certificate of an officer of the Canadian Borrower as to certain factual matters
(the Officers
Certificate); and3.
    
    such other documents, records, and certificates as we have deemed necessary or
appropriate as a
basis for the opinions hereafter expressed.
  blakes.com
 
 *




---



##### 



(BLAKES LOGO)
    
    Page 2
   (a)
    
    all individuals had the requisite legal capacity;(b)
    
    all signatures are genuine;(c)
    
    all documents submitted to us as originals are complete and authentic and
all photostatic, certified, telecopied, notarial or other copies conform to the originals;(d)
    
    all facts set forth in the official public records, certificates and
documents supplied by public officials or otherwise conveyed to us by public officials are complete, true
and accurate;(e)
    
    all facts set forth in the Officers Certificate are complete, true and accurate;(f)
    
    the Credit Agreement has been duly authorized, executed and delivered by
and is enforceable in accordance with its terms against each party to it, other than the
Canadian Borrower;(g)
    
    the terms of the Credit Agreement will be interpreted and understood under
their governing law to have the same meaning and content as they would under the laws of
the Province (as defined below).
   blakes.com
 
 *




---



##### 



(BLAKES LOGO)
    
    Page 3
 Province
  1.
    
    The Canadian Borrower is a corporation existing under the Canada Business Corporations Act
and has not been dissolved, and the Canadian Borrower has the corporate power to enter into
and perform its obligations under the Credit Agreement.2.
    
    The execution and delivery of the Fourth Amendment and performance by the Canadian Borrower of the Credit
Agreement and the consummation of the transactions contemplated
therein have been authorized by all necessary corporate action on the
part of the Canadian Borrower.3.
    
    The execution and delivery of the Fourth Amendment and performance by the Canadian
Borrower of the Credit Agreement do not constitute or result in a violation or breach of or
a default under:
 (a)
    
    its certificate and articles of incorporation;(b)
    
    its by-laws; or(c)
    
    any law, rule or regulation having the force of law in the Province.
 4.
    
    No authorization, consent or approval of, or filing, registration, qualification or recording
with
any Governmental Authority having jurisdiction in the Province is required in connection
with the execution and delivery of the Fourth Amendment or performance by the Canadian Borrower
of the Credit Agreement.5.
    
    The Fourth Amendment has been duly executed by the Canadian Borrower in compliance with
the laws of the Province and with the provisions of its certificate and articles of
incorporation and its by-laws.6.
    
    In any proceeding in a court of competent jurisdiction in the
Province (a Court) for the
enforcement of the Credit Agreement, the Court would apply the law of the State of New York
in accordance with the parties choice of the law of State of New York in the Credit Agreement,
 blakes.com
 
 *




---



##### 



(BLAKES LOGO)
    
    Page 4
  (a)
    
    the choice of the law of the State of New York is bona fide and legal and there
is no
reason for avoiding the choice of law on the grounds of public policy, as these
criteria are interpreted and applied under laws of the Province
(public policy); and(b)
    
    in any such proceeding, and notwithstanding the parties choice of law, the Court:
 (i)
    
    will not take judicial notice of the provisions of the law
of the State of New York, but will only apply these provisions if they are
pleaded and proven to its satisfaction by expert testimony;(ii)
    
    will apply the laws of the Province (Provincial
law) that
under Provincial law would be characterized as procedural and will not apply
any law of the State of New York that under Provincial law would be
characterized as procedural;(iii)
    
    will apply Provincial laws that have overriding effect; and(iv)
    
    will not apply (directly or indirectly) any law of the State
of New York that under Provincial law would be characterized as a foreign
revenue, penal, expropriatory or other public law or if its application would
be contrary to public policy.
 7.
    
    A Court would give a judgment based upon a final and conclusive in personam judgment of the
court of the State of New York obtained in favour of the Lenders against the Canadian
Borrower for a sum certain with respect to a claim pursuant to the Credit Agreement, without
reconsideration of the merits:
 (a)
    
    provided that:
 (i)
    
    the New York court had jurisdiction over the Canadian
Borrower, as recognized under Provincial law;(ii)
    
    the action to enforce the judgment is commenced within the
relevant limitation period under applicable law; and(iii)
    
    the judgment is subsisting and unsatisfied and not impeachable
as void or voidable under the laws of the State of New York; and
 blakes.com
 
 *




---



##### 



(BLAKES LOGO)
    
    Page 5
 (b)
    
    subject to the following defences:
 (i)
    
    the judgment is obtained by fraud or in a manner contrary to natural
justice;(ii)
    
    the judgment is directly or indirectly for a claim in
respect of any law of any jurisdiction which under Provincial law would be
characterized as a foreign revenue, penal, expropriatory or other public
law;(iii)
    
    the judgment is contrary to principles of public policy in the Province;
and(iv)
    
    the judgment is contrary to an order made by the Attorney
General of Canada under the Foreign Extraterritorial Measures Act(Canada),
or the Competition Tribunal under the Competition Act(Canada) in respect of
certain judgments referred to in these statutes.
  Yours truly,BLAKE, CASSELS & GRAYDON LLP blakes.com
 
 *




---



##### 



FORM OF ASSIGNMENT AND ACCEPTANCE
 Credit Agreement Borrower Canadian Subsidiary Borrower Effective
Date 1
 Assigned Interest(s) provided however
   
 1
    
    See Section 10.3(b) of the Credit Agreement. Such date shall not be earlier than
five Business Days after the date of acceptance and recording by the Administrative Agent.




---



##### 








---



##### 








---



##### 



Schedule I
     
 Assignors Commitment(s) (without giving
effect to any assignments thereof which have not
yet become effective):
    
    ____________The outstanding balance of the Loan(s) owing
to Assignor (unreduced by any assignments
thereof which have not yet become effective):
    
    ____________Dollar Equivalent Amount of the Assignors
Commitment(s) Assigned (including a proportionate
share of the Loan(s) owing to Assignor; for Revolving
Commitments, must be a Dollar Equivalent
Amount of $5,000,000 or more):
    
    ____________




---



##### 



(i)
    
    Principal Dollar Equivalent Amount:
    
    ____________(ii)
    
    Interest Rate
Type:(iii)
    
    Interest Period
 and last day thereof:(iv)
    
    Dollar Equivalent Amount of such
Loan being assigned (must be a
Dollar Equivalent Amount of
$5,000,000 or more)
    
    ____________(v)
    
    Type of Currency of Loan
 Accepted
 JPMORGAN CHASE BANK, N.A., as 
Administrative Agent
    
    ________________________________, as Assignor
 By:
    
    
    
    
    
    ByName:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 [[JPMORGAN CHASE BANK, N.A.], as
Revolving Issuing Lender]
[THE BANK OF NOVA SCOTIA, as 
Canadian Issuing Lender]
    
    ________________________________, as Assignee
 By:
    
    
    
    
    
    ByName:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 Consented To
  By:Name:Title:




---



##### 



FORM OF COMPLIANCE CERTIFICATE
 
   Company
 Credit Agreement
     
 1
    
    Date of delivery of Compliance Certificate.2
    
    Only applicable to quarterly financial statements.




---



##### 



3
    
    Only applicable to annual financial statements, and as applicable, any significant
revisions of such projections.




---



##### 



Attachments
     
 4
    
    Only applicable to annual financial statements, and as applicable, any significant
revisions of such projections.




---



##### 



FORM OF REVOLVING CREDIT BORROWING REQUEST
 th
 Attention:
    
    [Date]
  Borrower Credit Agreement
 (A
    )
    
    Date of the Revolving Credit
Borrowing (which is a Working Day)(B
    )
    
    Principal Dollar Equivalent Amount
of the Revolving Credit Borrowing1
    
    $(C
    )
    
    Interest Rate Type of the Revolving
Credit Borrowing2(D
    )
    
    Interest Period(s) with respect to the
LIBOR Loan(s) and the last day of
such Interest Period(s)3
 
 1
    
    Shall (a) in the case of ABR Loans or FFR Loans, be in an integral multiple of $500,000 and
not less than $5,000,000, (b) in the case of LIBOR Loans, be in an aggregate principal Dollar
Equivalent Amount that is an integral multiple of $5,000,000 and not less than $10,000,000
and (c) not be greater than the Total Commitment then available.2
    
    LIBOR Borrowing, ABR Borrowing or FFR Borrowing.3
    
    Shall be subject to the definition of Interest Period and shall not end later than the
Termination Date. [Complete only in the case where LIBOR Loan(s) are being requested.]




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Very truly yours,
PHH CORPORATIONBy:Name:Title:




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FORM OF CANADIAN REVOLVING BORROWING REQUEST
 th
 Attention: ___________________________
    
    [Date]
  Canadian Subsidiary
Borrower  Credit Agreement
 (A)
    
    
    Date of the Canadian Revolving
Borrowing (which is a Working Day)(B)
    
    
    Amount of the Canadian Revolving
Borrowing1
    [$][C$](C)
    
    
    Interest Rate Type of the Canadian
Revolving Borrowing2(D)
    
    
    Interest Period(s) with respect to the
LIBOR Loan(s) and the last day of
such Interest Period(s)3
 
 1
    
    Canadian Revolving Loans (x) denominated in Canadian Dollars shall be in a principal
amount that is an integral multiple of C$500,000 and not less than C$1,000,000 and (y)
denominated in Dollars shall be in a principal amount that is an integral multiple of
$500,000 and not less than $1,000,000. Amount shall not be greater than the Canadian
Revolving Commitment then available.2
    
    Each Canadian Revolving Loan denominated in Canadian Dollars shall be a Canadian B/A or a
Canadian Prime Rate Loan. Each Canadian Revolving Loan denominated in Dollars shall be a
LIBOR Canadian Revolving Loan or a Canadian ABR Loan.




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(E)
    
    
    Contract Period(s) with respect to the
Canadian B/A(s) and the last day of
such Contract Period(s)4
  Very truly yours,
PHH VEHICLE MANAGEMENT SERVICES INC.By:Name:Title: 
 3
    
    Shall be subject to the definition of Interest Period and shall not end later than
the Termination Date. [Complete only in the case where LIBOR Loan(s) are being
requested.]4
    
    Shall be subject to the definition of Contract Period and shall not end later than the
Termination Date. [Complete only in the case where Canadian B/A(s) are being requested.]




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Credit Agreement Borrower Canadian Subsidiary Borrower
 New Lender
 New Commitment




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##### 



2
  Effective Date




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[NAME OF NEW LENDER]
    
    
    
    PHH CORPORATIONBy:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:
 Accepted:
JPMORGAN CHASE BANK, N.A.,
     as Administrative AgentBy:Name:Title: [JPMORGAN CHASE BANK],
     as Issuing LenderBy:Name:Title:




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Credit Agreement Borrower Canadian Subsidiary Borrower
 Increasing Lender
 Increased Commitment




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##### 



Effective Date




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##### 



Principal
    
    Total Amount of Commitment(s)Amount of
    
    of Increasing LenderIncreased Commitment:
    
    (including Increased Commitment):$__________
    
 $___________
 [NAME OF INCREASING LENDER]
    
    PHH CORPORATIONBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 Accepted:
JPMORGAN CHASE BANK, N.A.,
    as Administrative AgentBy:Name:Title:[JPMORGAN CHASE BANK],
    as Issuing LenderBy:Name:Title:




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New
Subsidiary Borrower Administrative Agent Credit Agreement Borrower
        4. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREOF.




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##### 



[NEW SUBSIDIARY BORROWER],
as a Subsidiary BorrowerBy:Name:Title: ACKNOWLEDGED AND AGREED TO:
JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy:Name:Title:




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Annex I




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EXHIBIT I-1
 
 Credit Agreement Borrower Canadian Subsidiary Borrower
 Code
  [NAME OF LENDER]By:Name:Title:




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8 EXHIBIT I-2
 
 Credit Agreement Borrower Canadian Subsidiary Borrower
 Code
  [NAME OF LENDER]By:Name:Title:




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9 EXHIBIT I-3
 
 Credit Agreement Borrower Canadian Subsidiary Borrower
 Code
  [NAME OF PARTICIPANT]By:Name:Title:




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10 EXHIBIT I-4
 
 Credit Agreement Borrower Canadian Subsidiary Borrower
 Code
  [NAME OF PARTICIPANT]By:Name:Title: