Exhibit
10.12
    PURCHASE AGREEMENT
  
 
  Issuer Securities Indenture Supplement Indenture Trustee Base
Indenture Indenture PHH Sub 2 PHH Holdings Origination Trust VMS PHH Sub 1 Initial Purchasers
 TALF Agent TALF Agents
 
 [***]
    
    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. 1




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FRBNY MLSA TALF TA Initial Purchaser
 Securities Act First Preliminary Offering Circular Second Preliminary Offering Circular Preliminary Offering
Circular Final Offering Circular
  Time of
Sale Time of Sale
Information
 Representations, Warranties and Agreements of the Issuer and PHH
  2




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provided Initial Purchasers Information
  Trust
Indenture Act
     3




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Solvent
 4




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Regulation S
   Exchange Act
  Eligible Collateral
 5




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TALF Certification
  VMS Material Adverse Effect
   6




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7




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PHH
Guarantee PHH Material Adverse Effect
    8




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Purchase and Resale of the Securities
 
 [***]
    
    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. 9




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Regulation D Qualified Institutional Buyers Rule 144A FSMA
  10




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Delivery of and Payment for the Securities Representatives Closing Date
  Further Agreements of the Issuer, PHH and VMS
   11




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provided
 12




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DTC
        13




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Written Communications
 14




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Conditions of Initial Purchasers Obligations
    15




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Exhibit A
 16




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Exhibit B
 Exhibit C
 Exhibit D
  SPV Exhibit E
  Intermediary
    17




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18




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TALF Delivery Date
 19




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TALF Undertaking Exhibit F
  Termination
 Reimbursement of Initial Purchasers Expenses
 Indemnification
 20




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Section 5(b)(iv) Section
5(b)(v) Section
5(b)(iv) Section 5(b)(v) provided however
     21




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provided however provided further provided however
 22




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Contribution pro rata
 23




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Persons Entitled to Benefit of Agreement
 Expenses provided however
 Survival
 24




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Notices, etc
    provided
 Definition of Terms
 Initial Purchasers Information th th
 No Fiduciary Duty
 25




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No Petition
 Governing Law
 Counterparts
 Amendments
 Headings
 Limitation on Representations and Covenants of the Issuer, PHH and VMS
  26




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Very truly yours,
CHESAPEAKE FUNDING LLCBy:

/s/
Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and TreasurerPHH VEHICLE MANAGEMENT SERVICES, LLCBy:

/s/
Sandra BellName:
    Sandra BellTitle:
    Executive Vice President and Chief Financial
OfficerPHH CORPORATIONBy:

/s/
George J. KilroyName:
    George J. KilroyTitle:
    Acting Chief Executive Officer and President [Purchase Agreement]




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Accepted:
J.P. MORGAN SECURITIES INC.By:

/s/
Marquis GilmoreName:
    Marquis GilmoreTitle:
    Managing Director 
 
 BANC OF AMERICA SECURITIES LLCBy:

/s/
Ted BrookName:
    Ted BrookTitle:
    Managing Director 
 
 [Purchase Agreement]




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CITIGROUP GLOBAL MARKETS INC.By:

/s/
Steven VierengelName:
    Steven VierengelTitle: 
 
 DEUTSCHE BANK SECURITIES INC.By:

/s/
Robert SheldonName:
    Robert SheldonTitle:
    DirectorBy:

/s/
Daniel GerberName:
    Daniel GerberTitle:
    Director 
 
 [Purchase Agreement]




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Principal Amount ofInitial Purchasers
    
    SecuritiesJ.P. Morgan Securities Inc.
    
    
    [***]Banc of America Securities LLC
    
    
    [***]Citigroup Global Markets Inc.
    
    
    [***]Deutsche Bank Securities Inc.
    
    
    [***]RBS Securities Inc.
    
    
    [***]Scotia Capital (USA) Inc.
    
    
    [***]Wells Fargo Securities, LLC
    
    
    [***]TOTAL
    
    $
    850,000,000
 
 [***]
    
    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.




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1.
    
    Term sheet containing the terms of the securities, substantially in the form of Annex B.2.
    
    Roadshow presentation dated August 2009.3.
    
    Cash flow scenarios provided to prospective investors during the marketing period of the
securities.




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Leads: JPM/BOA/C/DB
    
    100% Pot
    
    144ACo Managers: RBS/SCOT/WELLS
 CL
    
    SIZE
    
    
    WAL
    
    M/S
    
    PWIN
    
    Exp Final
    
    LGL
    
    Pxg
    
    $A
    
    $
    850.0
    
    
    2.51yrs
    
    Aaa/AAA
    
    19-42mths
    
    3/15/13
    
    9/15/21
    
    1ml+175
    
    100.00000B
    
    
    31.4
    
    
    3.52yrs
    
    Aa2/AA
    
    42-43mths
    
    4/15/13
    
    9/15/21
    
    n/a
    
    n/aC
    
    
    29.1
    
    
    3.59yrs
    
    A2/A
    
    43-43mths
    
    4/15/13
    
    9/15/21
    
    n/a
    
    n/a
 www.netroadshow.com




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2




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3




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4




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5  provided




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6  provided




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7 provided




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8




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2




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2




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Del. C. et seq




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2         Del. C et seq




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3




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4




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5




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6




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7




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8




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9




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10




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Undertaking Sponsor Issuer Issuer
Parties Offering Memorandum Specified Securities MLSA Lender TALF Agents TALF Agent TALF Program Issuer
Documents
 Definitions
 Agent Indemnified Party
 Relevant Agent
 Relevant Loan
 TALF Provisions
 Representations and Warranties




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Indemnity
 provided however
 provided
  Acknowledgement
 2




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CHESAPEAKE FUNDING LLCBy:Name:Title:PHH CORPORATIONBy:Name:Title: 3