0000950159-08-000430 Sample Contracts

MASTER REPURCHASE AGREEMENT Dated as of February 28, 2008 Between: CITIGROUP GLOBAL MARKETS REALTY CORP., as Buyer, and PHH MORTGAGE CORPORATION, as Seller
Master Repurchase Agreement • March 4th, 2008 • PHH Corp • Miscellaneous business credit institution • New York

MASTER REPURCHASE AGREEMENT, dated as of February 28, 2008, between PHH Mortgage Corporation, a New Jersey Corporation as seller (“Seller”) and Citigroup Global Markets Realty Corp., a New York corporation (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”),

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Guaranty • March 4th, 2008 • PHH Corp • Miscellaneous business credit institution • New York
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PHH Corp • March 4th, 2008 • Miscellaneous business credit institution • New York

SECOND AMENDMENT, dated as of February 28, 2008 (this “Second Amendment”), among Chesapeake Funding LLC (the “Issuer”), PHH Vehicle Management Services, LLC, as administrator (the “Administrator”), and The Bank of New York, as successor to JPMorgan Chase Bank, N.A., as Indenture Trustee (the “Indenture Trustee”), to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006, as amended as of March 6, 2007 (the “Series 2006-1 Indenture Supplement”), among the Issuer, the Administrator, the several commercial paper conduits listed on Schedule I thereto (the “CP Conduit Purchasers”), the banks party thereto with respect to each CP Conduit Purchaser (the “APA Banks”), the agent banks party thereto with respect to each CP Conduit Purchaser (the “Funding Agents”), JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and the Indenture Trustee, to the Base Indenture, dated as

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