Exhibit 10.11
 CHESAPEAKE
FUNDING LLC
 $1.0 billion
Series 2009-1 Floating Rate Asset Backed Notes
 PURCHASE
AGREEMENT
  
 
  Issuer Securities Indenture Supplement Indenture Trustee Base Indenture Indenture PHH Sub 2 PHH Holdings Origination Trust VMS PHH Sub 1 Initial Purchasers
 Primary Dealer FRBNY MLSA










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2 TALF PD 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




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3 provided Initial Purchasers Information
  Trust
Indenture Act




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4        Solvent




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5   Regulation S
   Exchange Act
  Eligible Collateral




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6    TALF Certification
  VMS Material Adverse Effect




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7




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8     PHH
Guarantee PHH Material Adverse Effect




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9        Purchase and Resale of the Securities




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10 Regulation D Qualified Institutional Buyers Rule 144A FSMA
  Delivery of and Payment for the Securities Representatives Closing Date




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11  Further Agreements of the Issuer, PHH and VMS




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12     provided
 DTC




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13




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14     Written Communications
  Conditions of Initial Purchasers Obligations




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15




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16   Exhibit A
 Exhibit B
 Exhibit C
 Exhibit D




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17 SPV Exhibit E
  Intermediary




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18




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19       TALF Delivery Date




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20  TALF Undertaking Exhibit F
  Termination
 Reimbursement of Initial Purchasers Expenses
 Indemnification
 Section 5(b)(iv) Section
5(b)(v)




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




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22 provided however provided further provided however




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23  Contribution pro rata




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24 Persons Entitled to Benefit of Agreement
 Expenses provided however
 Survival
 Notices, etc




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25   provided
 Definition of Terms
 Initial Purchasers Information th th
 No Fiduciary Duty
 No Petition




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26  Governing Law
 Counterparts
 Amendments
 Headings
 Limitation on Representations and Covenants of the Issuer, PHH and VMS




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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/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and TreasurerPHH CORPORATIONBy:
    /s/ Terence EdwardsName:
    Terence EdwardsTitle:
    President and Chief Executive Officer [Purchase Agreement]




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Accepted:
J.P. MORGAN SECURITIES INC.By:
    /s/ Marquis GilmoreName:
    Marquis GilmoreTitle:
    Managing Director 
 
  By:
    /s/ Bill HeskettName:
    Bill HeskettTitle:
    Managing Director 
 
 [Purchase Agreement]




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By:
    /s/ Steven VierengelName:
    Steven VierengelTitle: 
 
 [Purchase Agreement]




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Principal Amount ofInitial Purchasers
    
    SecuritiesJ.P. Morgan Securities Inc.
    
    $
    [***]Banc of America Securities LLC
    
    $
    [***]Citigroup Global Markets Inc.
    
    $
    [***]Wachovia Capital Markets, LLC
    
    $
    [***]Scotia Capital (USA) Inc.
    
    $
    [***]RBS Securities Inc.
    
    $
    [***]TOTAL
    
    $
    1,000,000,000.00
 
 [***]
    
    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 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 May 2009.




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Jt Leads/Books: JPM, BAS, Citi
    
    
    
    100% Pot
    
    144ACo Managers:    RBS,Scotia, WachoviaCL
    
    SIZE
    
    WAL
    
    M/S
    
    PWIN
    
    Exp Final
    
    LGL
    
    Pxg
    
    
    $A
    
    1bln
    
    1.92yrs
    
    Aaa/AAA
    
    13-34mths
    
    04/15/12
    
    12/15/20
    
    1ml+200
    
    
    100.00




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




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2   Indemnity
  provided
  Acknowledgement




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