Common use of Conditions of Initial Purchasers’ Obligations Clause in Contracts

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are to purchase and pay for the Units, as provided herein, shall be subject to the accuracy, satisfaction of the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the date hereof and on the Closing Date with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively. The Company shall have performed or complied with all of the representations agreements herein contained and warranties of the Issuer, PHH and VMS contained herein, required to be performed or complied with by it at or prior to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions:Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on the fourth Business Day prior day following the date of this Agreement or at such later date and time as to which the Closing Date; Initial Purchasers may agree, and no stop order suspending the sale qualification or exemption from (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Securities Closing Date, prevent the issuance of the Units; no action, suit or proceeding shall have been commenced and be pending or threatened against or affecting the Company before any court or arbitrator or any governmental body, agency or official that, if adversely determined, would result in any jurisdiction a Material Adverse Effect; and no stop order shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None preventing the use of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in or which could reasonably be expected have a Material Adverse Effect on the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such mattersCompany. (d) The Issuer Since the dates as of which information is given in the Offering Memorandum, (i) there shall not have been any material adverse change, or any development that is reasonably likely to result in a material adverse change, in the capital stock or the long-term debt, or increase in the short-term debt, of the Company from that set forth in the Offering Memorandum, (ii) no dividend or distribution of any kind shall have furnished been declared, paid or made by the Company on any class of its capital stock, and (iii) the Company shall not have incurred any liabilities or obligations, direct or contingent, that are material, individually or in the aggregate, to the Representatives Company, and that are required to be disclosed on a balance sheet or notes thereto in accordance with generally accepted accounting principles and are not disclosed on the latest balance sheet or notes thereto included in the Offering Memorandum. Since the date hereof and since the dates as of which information is given in the Offering Memorandum, there shall not have occurred any Material Adverse Effect. (xe) a letter from Deloitte and Touche, LLP, addressed to the The Initial Purchasers and shall have received certificates, dated as the Closing Date, signed on behalf of May 29, 2009the Company, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect confirming, as of the Origination Trust Assets allocated to Closing Date, the Lease SUBI Portfolio and concerning the accounting, financial and statistical information matters set forth or incorporated by reference in the Time of Sale Information paragraphs (a), (b), (c) and (yd) a letter from Deloitte of this Section 8 and Touchethat, LLPas of the Closing Date, addressed the obligations of the Company to the be performed hereunder on or prior thereto have been duly performed. (f) The Initial Purchasers and shall have received on the Closing Date an opinion, dated the date hereofClosing Date, (i) of Lathxx & Xatkxxx, xxunsel for the Company and (ii) of Susax Xxxxxxx, Xxquire, general counsel for the Company; each in form and substance satisfactory to the RepresentativesInitial Purchasers and counsel for the Initial Purchasers, concerning certain agreed-upon procedures performed covering such matters as are customarily covered in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circularsuch opinions. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent The Initial Purchasers shall have received on the Closing Date an opinion, dated the Closing Date, of Halpxxx, Xxmple, Goodxxx xxx Sugrxx, xx form and substance satisfactory to the execution Initial Purchasers and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment counsel for the Securities; (ii) any suspension or limitation of trading Initial Purchasers, covering such matters as are customarily covered in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)opinions. (h) The Representatives At the time this Agreement is executed and at the Closing Date, the Initial Purchasers shall have received an opinion of Xxxxx & Case LLPfrom KPMG Peat Marwick, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named thereinindependent public accountants, dated as of the date of this Agreement and as of the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLPDate, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and customary comfort letters addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and to counsel for the Initial Purchasers with respect to the financial statements and certain financial information of the Company contained in the Offering Memorandum and/or incorporated therein by reference. (i) The Initial Purchasers shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, of Fried, Franx, Xxrrxx, Xxrixxx & Xacoxxxx, xxunsel for the Initial Purchasers, covering such matters as are customarily covered in such opinions. (j) Friex, Xxanx, Xxrrxx, Xxrixxx & Xacoxxxx xxxll have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. (k) Prior to the Closing Date, the Company shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request. (l) The Company and the Trustee shall have entered into the Indenture and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (m) The Representatives Company shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received an opinion of Xxxxxxxxcounterparts, Xxxxxx & Fingerconformed as executed, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached heretothereof. (n) The Representatives Company shall have entered into the Warrant Registration Rights Agreements and the Initial Purchasers shall have received an counterparts, conformed as executed, thereof. (o) The Company shall have entered into the Pledge Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (p) The Company shall have given irrevocable instructions to purchase the Pledged Securities and deposit the Pledged Securities into the Pledge Account, and the Initial Purchasers shall have received the written opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasersa firm of nationally recognized independent certified accountants, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and Purchasers, to the effect that none the Pledged Securities, upon receipt of scheduled interest and principal payments thereon, are sufficient to provide for the payment in full of the Origination Trust, Holdings nor first four scheduled interest payments due on the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably requestNotes. (q) The Representatives There shall not have received an opinion been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 463(g) under the Securities Act, that (i) it is downgrading its rating assigned to any class of securities of the Managing Counsel Company or (ii) it is reviewing its rating assigned to any class of Xxxxx Fargo Banksecurities of the Company with a view to possible downgrading, National Associationor with negative implications, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasersor direction not determined. (r) The Representatives Units shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct been approved for trading on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPORTAL. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated Not later than the Closing Date, the Series A Offering shall have been completed, upon the terms described in which such officers shall state thatthe Offering Memorandum. All opinions, certificates, letters and other documents required by this Section 8 to be delivered by the Company will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the best Initial Purchasers. The Company shall furnish the Initial Purchasers with such conformed copies of their respective knowledge (i) the representations such opinions, certificates, letters and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and other documents as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingshall reasonably request. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are to purchase and pay for the Securities, as provided for in this Agreement, shall be subject to the accuracy, on and as satisfaction of the date hereof and the Closing Date, following conditions prior to or concurrently with such purchase: (a) All of the representations and warranties of the Issuer, PHH Issuers contained in this Agreement shall be true and VMS correct on the date of this Agreement and on the Closing Date. The Issuers shall have performed or complied with all of the agreements and covenants contained herein, in this Agreement and required to be performed or complied with by them at or prior to the accuracy Closing Date. The Initial Purchasers shall have received a certificate, dated the Closing Date, signed by the chief executive officer and chief financial officer of the statements of the IssuerCompany, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, certifying as to the performance by the Issuer, PHH and VMS of their obligations hereunder, foregoing and to each of the following additional terms and conditions:effect in Section 8(c). (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers as required by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no Section 4(a). No stop order suspending the sale qualification or exemption from qualification of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bc) None Since the Applicable Time, there shall not have been any decrease in the rating of any debt or preferred stock of the Initial Purchasers shall have discovered and disclosed to Company or any Subsidiary by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering MemorandumAct), or any amendment notice given of any intended or supplement thereto, contains an untrue statement potential decrease in any such rating or of fact which, a possible change in any such rating that does not indicate the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light direction of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matterspossible change. (d) The Issuer Initial Purchasers shall have furnished to received on the Representatives (x) a letter from Deloitte and Touche, LLPClosing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Xxxxxxx Xxxxx LLP, counsel to the Company, substantially to the effect set forth in Exhibit B hereto, including with respect to Guarantors organized under the laws of the states of Delaware and Texas; (ii) counsel to the Guarantors organized under the laws of the State of Oklahoma substantially in the form of Exhibit C hereto, (iii) counsel to the Guarantor organized under the laws of the State of Kansas substantially in the form of Exhibit D hereto, and (iv) counsel to the Guarantor organized under the laws of the State of New Mexico substantially in the form of Exhibit E hereto. (e) The Initial Purchasers and shall have received on the Closing Date an opinion dated as the Closing Date of May 29Xxxxxx & Xxxxxx L.L.P., 2009counsel to the Initial Purchasers, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement Representative. Such counsel shall have been duly executed furnished with such certificates and delivered by documents as they may reasonably request to enable them to review or pass upon the Issuer matters referred to in this Section 8 and in order to evidence the Indenture Trusteeaccuracy, and completeness or satisfaction in all material respects of any of the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trusteerepresentations, warranties or conditions contained in this Agreement. (f) The Representatives On the date hereof, the Initial Purchasers shall have received a letter “comfort letter” from S&P stating that KPMG LLP, the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that independent public accountants for the Securities have received a rating of “Aaa.” (g) Subsequent to Company, dated the execution and delivery date of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, covering the financial and accounting information in the Preliminary Offering Memorandum and the Pricing Supplement. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from the independent public accountants for the Company, dated as of the Closing Date, addressed to the Initial Purchasers and in the form of Exhibit E attached hereto. the “comfort letter” delivered on the date hereof, except that (ni) The Representatives it shall have received an opinion of DLA Piper LLP, Maryland local counsel cover the financial and accounting information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the Issuer Closing Date, and VMS, dated the Closing Date and addressed to the Initial Purchasers, otherwise in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (pg) The Representatives Issuers and the Trustee shall have executed and delivered the Indenture and the Initial Purchasers shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated copies thereof. The Issuers shall have executed and delivered the Closing Date Registration Rights Agreement and addressed to the Initial Purchasers, Purchasers shall have received executed counterparts thereof. (h) The Initial Purchasers shall have been furnished with respect to wiring instructions for the validity application of the proceeds of the Securities in accordance with this Agreement and such other matters information as the Representatives they may reasonably request. (qi) The Representatives All agreements set forth in the blanket representation letter of the Company (including the required riders thereto) to DTC relating to eligibility of the Securities for clearance and settlement through DTC shall have received an opinion of been complied with. (j) Such other documents, approvals, affidavits, opinions or certificates as the Managing Counsel of Xxxxx Fargo Bank, National Association, dated Trustee or the Closing Date Initial Purchasers may reasonably request in form and addressed substance reasonably satisfactory to the Trustee or the Initial Purchasers, in form and substance satisfactory as the case may be, shall have been provided to the Representatives and to counsel for Trustee or the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers , as the case may be. If any of the Issuerconditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled (or waived by the Initial Purchasers), dated this Agreement may be terminated by the Closing Date, stating that Initial Purchasers on notice to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and Company at any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents time at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and such termination shall be without liability of any party to any other party. The documents required to be delivered by this Section 8 will be delivered at the Time office of Sale Information and counsel for the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated Initial Purchasers on the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations --------------------------------------------- of the several Initial Purchasers hereunder to purchase the Series A Debentures under this Agreement are subject to the accuracy, on and as satisfaction of each of the date hereof and the Closing Date, of following conditions: (a) All the representations and warranties of the Issuer, PHH Issuers contained in this Agreement shall be true and VMS contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, correct on the fourth Business Day prior to Closing Date with the same force and effect as if made on and as of the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the Initial Purchasers possible change in, any rating of the Issuers or any securities of the Issuers (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Issuers or any securities of the Issuers by any such rating organization and (iii) no such rating organization shall have discovered and disclosed given notice that it has assigned (or is considering assigning) a lower rating to the IssuerDebentures than that on which the Debentures were marketed. (c) Since the respective dates as of which information is given in the Offering Memorandum other than as set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), PHH (i) there shall not have occurred any change in the condition, financial or VMS otherwise, or the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries, except as disclosed or otherwise contemplated in the Offering Memorandum and (iii) neither the Company nor any of its subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in clause 9(c)(i), 9(c)(ii) or 9(c)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Series A Debentures on the terms and in the manner contemplated in the Offering Memorandum. (d) You shall have received on the Closing Date a certificate dated the Closing Date, signed by the General Manager and the Chief Financial Officer of the Issuers, confirming the matters set forth in Sections 6(w), 9(a) and 9(b) and stating that each of the Issuers has complied with all the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied on or prior to the Closing Date. (e) You shall have received on the Closing Date that an opinion (isatisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Xxxxxxxx & Xxxxx, New York, New York, and Xxxxxxxx Xxxxxxx, Pittsburgh, Pennsylvania, counsel for the Issuers, substantially in the form of Exhibits B-1 and B-2 hereto, respectively. The opinions of Xxxxxxxx & Xxxxx and Xxxxxxxx Xxxxxxx described in Section 9(e) above shall be rendered to you at the Time of Sale Information, as request of the Time Issuers and shall so state therein. (f) The Initial Purchasers shall have received on the Closing Date an opinion, dated the Closing Date, of SaleXxxxxx & Xxxxxxx, contained an untrue statement of a fact whichNew York, in the opinion of New York, counsel for the Initial Purchasers, is material or omitted in form and substance reasonably satisfactory to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cg) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust The Initial Purchasers shall have furnished to received, at the Representatives all documents time this Agreement is executed and information that they at the Closing Date, letters dated the date hereof or their counsel the Closing Date, as the case may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009be, in form and substance satisfactory to the RepresentativesInitial Purchasers from PricewaterhouseCoopers, concerning certain agreed-upon procedures performed in respect L.L.P., independent public accountants, containing the information and statements of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference type ordinarily included in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed accountants' "comfort letters" to the Initial Purchasers and dated the date hereof, in form and substance satisfactory with respect to the Representatives, concerning financial statements and certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference contained in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)Memorandum. (h) The Representatives Series A Debentures shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured been approved by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral NASD for trading and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circularduly listed in PORTAL. (i) The Representatives Initial Purchasers shall have received an opinion a counterpart, conformed as executed, of Xxxxx & Case LLP, special counsel to the Issuer, dated Indenture which shall have been entered into by the Closing Date Issuers and addressed to the Initial Purchasers in the form of Exhibit B attached heretoTrustee. (j) The Representatives Issuers shall have executed the Registration Rights Agreement and the Initial Purchasers shall have received an opinion of Xxxxxx X. Xxxxxxoriginal copy thereof, Senior Vice President and General Counsel of VMS, dated duly executed by the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached heretoIssuers. (k) The Representatives Initial Purchasers shall have received an opinion of on the General Counsel of PHHClosing Date a solvency opinion, dated the Closing Date Date, from a mutually agreeable firm, in form and addressed substance reasonably satisfactory to the Initial Purchasers in the form of Exhibit D attached heretoPurchasers. (l) The Representatives Initial Purchasers shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed evidence satisfactory to the Initial Purchasers and that the other Transactions (as defined in form and substance satisfactory to the Representatives and to counsel for the Initial PurchasersOffering Memorandum) have been completed. (m) The Representatives Initial Purchasers shall have received an opinion fully executed copies of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, Senior Credit Facilities (as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, defined in the form of Exhibit E attached heretoOffering Memorandum). (n) The Representatives Neither of the Issuers shall have received an opinion of DLA Piper LLP, Maryland local counsel failed at or prior to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none perform or comply with any of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date agreements herein contained and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder or under complied with by the Transaction Documents Issuers, as the case may be, at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchaser hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS each of the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS each of the Guarantors and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS each of the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, Purchaser as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchaser may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the The Initial Purchasers Purchaser shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersPurchaser, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchaser, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives Initial Purchaser all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Initial Purchaser shall have received true and correct copies of all agreements entered into in connection with the Merger, including, without limitation, the Merger Agreement and the LLC Agreement, as amended through the date hereof. (e) Simpxxx Xxxxxxx & Xartxxxx, xxecial counsel to the Company, and Harvxx Xxxxxxxxxxx, xxneral counsel to the Company, shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLPInitial Purchaser their respective written opinions, addressed to the Initial Purchasers Purchaser and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchaser, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annexes B-1 and B-2 hereto. (f) The Initial Purchaser shall have received from Cravath, Swaine & Moorx, xxunsel for the Initial Purchaser, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents and information as they request for the purpose of Sale Information and enabling them to pass upon such matters. (yg) The Company shall have furnished to the Initial Purchaser a letter from Deloitte and Touche, LLP(the "INITIAL LETTER") of Arthxx Xxxexxxx, addressed to the Initial Purchasers Purchaser and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchaser, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)Annex C hereto. (h) The Representatives Company shall have received an opinion of Xxxxx & Case LLP, special counsel furnished to the IssuerInitial Purchaser a letter (the "BRING-DOWN LETTER") of Arthxx Xxxexxxx, PHH, Holdings, addressed to the Origination Trust Initial Purchaser and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify (i) confirming that the PD Initial Purchasers in their capacities as Primary Dealers they are independent public accountants with respect to the TALF loans secured by Company and its subsidiaries within the Securities shall be entitled to rely on (i) meaning of Rule 101 of the opinion set forth therein that Code of Professional Conduct of the Securities are Eligible Collateral AICPA and its interpretations and rulings thereunder, (ii) stating, as of the negative assurances set forth therein date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the Bring-Down Letter), that the conclusions and findings of such accountants with respect to the Time of Sale Information financial information and other matters covered by the Final Offering CircularInitial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter. (i) The Representatives Company and each of the Guarantors shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed furnished to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as Purchaser a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, stating that to the best of their respective knowledge chief executive officers and their respective chief financial officers stating that (i) such officers have carefully examined the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that in their opinion, the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale InformationOffering Memorandum, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two , and since the date of the managersOffering Memorandum, President, any Vice President and the Treasurer of VMS, dated the Closing Date, no event has occurred which should have been set forth in which such officers shall state that, a supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (tiii) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings the Company or the particular Guarantor, as applicable, in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and in all material respects, the Company or the particular Guarantor, as of the dates specified in such Transaction Documents; (ii) Holdings applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iiiiv) except for the Transactions, subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change in the financial position or results of operation of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations or business of the Company and its subsidiaries taken as a whole. (j) The Initial Purchaser shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of the Company. (k) The Indenture shall have been duly executed and delivered by the Company, the Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (l) The Securities shall have been approved by the NASD for trading in the PORTAL Market. (m) If any event shall have occurred that requires the Company under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchaser shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchaser reasonably in advance of the Closing Date. (n) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchaser would materially impair the ability of the Initial Purchaser to purchase, hold or effect resales of the Securities as contemplated hereby. (o) Except for the Transactions or as described in the Offering Memorandum under the captions "Recent Developments," subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt or any change, businessor any development involving a prospective change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations or business of Holdings except the Company and its subsidiaries taken as set forth or contemplated a whole, the effect of which, in any such case described above, is, in the Time judgment of Sale Informationthe Initial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). (up) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body which would, as of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which prevent the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as issuance or sale of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing DateSecurities; and (iii) subsequent to the date as no injunction, restraining order or order of which information is given in the Time any other nature by any federal or state court of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives competent jurisdiction shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular issued as of the Closing Date do not, include any untrue statement of a material fact which would prevent the issuance or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances under which they were made, not misleadingSecurities. (wq) The Issuer Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have one occurred in the rating accorded the Securities or more interest rate caps any of the Company's other debt securities or preferred stock by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that satisfy it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the requirements Securities or any of Section 5A.11the Company's other debt securities or preferred stock. (r) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or limited, or minimum prices shall have been established

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS each of the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS each of the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the No Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers Purchaser shall have discovered and disclosed to the Issuer, PHH or VMS on or Company prior to or on the Closing Date that (i) the Time of Sale InformationDisclosure Package, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, Memorandum or any amendment or supplement thereto, in the opinion of Xxxxxxx Xxxxxxx, contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, which is material or omits to state any act which, in the opinion of such counsel, fact which is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (sb) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Disclosure Package, the Offering Memorandum, the Transaction Documents, the Securities, the Guarantees and all other legal matters relating to this Agreement, the issuance and sale of the Securities and the other transactions contemplated hereby shall be reasonably satisfactory in all material respects to Xxxxxxx Xxxxxxx, as counsel for the Initial Purchasers. (c) Akin, Gump, Strauss, Xxxxx & Xxxx, LLP shall have furnished to the Initial Purchasers their written opinion and negative assurance letter, as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers, to the effect set forth in Exhibit A hereto. (d) Xxxxxxx Xxxxxxxx shall have furnished to the Initial Purchasers his written opinion, as General Counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect set forth in Exhibit B hereto. (e) The Representatives Initial Purchasers shall have received a certificate signed by any two of the managers, President, any Vice President from Xxxxxxx Xxxxxxx such opinion or opinions and the Treasurer of VMSnegative assurance letter, dated the Closing Date, in which such officers shall state that, with respect to the best issuance and sale of their the Securities, the Disclosure Package, the Offering Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents and information as they may reasonably request to enable them to pass upon such matters. (f) At the time of execution of this Agreement, the Initial Purchasers shall have received from Deloitte & Touche LLP a letter, in form and substance satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States), (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective knowledge dates as of which specified financial information is given or incorporated by reference in each of the Disclosure Package and the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information of the Company and its subsidiaries and (iii) covering such other matters as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings with respect to the Company and the Guarantors. (g) With respect to the letter of Deloitte & Touche LLP referred to in Section 5(f) above and delivered to the Initial Purchasers concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Initial Purchasers a letter (the “bring-down letter”) of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States), (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given or incorporated by reference in each of the Disclosure Package and the Offering Memorandum, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information of the Company and its subsidiaries and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (h) The Company and each of the Guarantors shall have furnished to the Initial Purchasers a certificate, dated such Closing Date, of its Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer stating that: (i) the representations representations, warranties and warranties agreements of VMS the Company or the particular Guarantor, as applicable, in this Agreement and any Transaction Documents to which VMS is a party Section 1 are true and correct on and as of the Closing Date orDate; the Company or the particular Guarantor, in the case of the representations and warranties in the Transaction Documentsas applicable, on and as of the dates specified in such agreements; (ii) VMS has complied with all its agreements contained herein; and satisfied all the conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in Sections 5(k), 5(l) and 5(m) have been fulfilled; and (ii) they have carefully examined the Time of Sale Information; Disclosure Package and the Offering Memorandum and, in their opinion (ivA) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information Disclosure Package, as of the Time of Sale did notApplicable Time, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular Memorandum, as of its date and the Closing Date do did not, include contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under in which they were made, not misleadingmisleading and (B) since the date hereof no event has occurred which should have been set forth in a supplement or amendment to the Disclosure Package or the Offering Memorandum. (ti) The Representatives Supplemental Indenture (in form and substance reasonably satisfactory to the Initial Purchasers) shall have received a certificate signed been duly executed and delivered by two managers the Company, each of the Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (j) The Company, each of the Guarantors and the Initial Purchasers shall have executed and delivered the Registration Rights Agreement, and the Registration Rights Agreement shall be in full force and effect. (k) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings incorporated by reference in the Transaction Documents to which Holdings is a party are true Disclosure Package and correct on and as of the dates specified in such Transaction Documents; Offering Memorandum (iiA) Holdings has complied any loss or interference with all agreements and satisfied all conditions on its part to be performed business from fire, explosion, flood or satisfied hereunder other calamity, whether or under the Transaction Documents at not covered by insurance, or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Informationfrom any labor dispute or court or governmental action, there has not been any material adverse change in the general affairsorder or decree, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except otherwise than as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer each of the Origination Trust, dated Disclosure Package and the Closing Date, in which the Servicer Offering Memorandum or (B) since such date there shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not have been any material adverse change in the general affairscapital stock or long-term debt of the Company or any of its subsidiaries or any change, businessor any development involving a prospective change, propertiesin or affecting the consolidated financial position, key personnelstockholders’ equity, capitalization, condition (financial or otherwise) or results of operation operations, business or prospects of the Origination Trust except Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in each of the Time Disclosure Package and the Offering Memorandum (exclusive of Sale Informationany amendments or supplements thereto), the effect of which, in any such case described in clause (A) or (B), is, in the judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Securities being delivered on the Closing Date on the terms and in the manner contemplated in the Disclosure Package and the Offering Memorandum. (vl) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, Subsequent to the best execution and delivery of their knowledge this Agreement (i) no downgrading shall have occurred in the representations and warranties of PHH in this Agreement are true and correct on and rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined under Section 3 of the dates specified herein; Exchange Act and (ii) PHH no such organization shall have publicly announced that it has complied under surveillance or review, with all agreements and satisfied all conditions on possible negative implications, its part to be performed or satisfied hereunder at or prior rating of any of the Company’s debt securities. (m) Subsequent to the Closing Date; execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on The New York Stock Exchange or NYSE Amex Equities or in the over-the-counter market, or trading in any securities of Cinemark Holdings, Inc. on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) subsequent to the date as of which information is given United States shall have become engaged in the Time of Sale Informationhostilities, there has not shall have been any an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation as a result of terrorist activities after the general affairsdate hereof (or the effect of international conditions on the financial markets in the United States shall be such), businessas to make it, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that in the Preliminary Offering Circular as of its date did not, the Time of Sale Information as judgment of the Time Representative, impracticable or inadvisable to proceed with the offering, sale or delivery of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of Securities being delivered on the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make on the statements therein, terms and in the light of manner contemplated in the circumstances under which they were made, not misleadingDisclosure Package and the Offering Memorandum. (wn) The Issuer Securities shall have one be eligible for clearance and settlement through DTC. All opinions, letters, evidence and certificates mentioned above or more interest rate caps that satisfy elsewhere in this Agreement shall be deemed to be in compliance with the requirements provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers. The Representative may in its sole discretion waive on behalf of Section 5A.11the Initial Purchasers compliance with any conditions to the obligations of the Initial Purchasers hereunder.

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder Purchaser to purchase the Units under this Agreement are subject to the accuracy, on and as satisfaction of each of the date hereof and the Closing Date, of following conditions: (a) All the representations and warranties of the Issuer, PHH Issuers and VMS the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings in this Agreement shall be true and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, correct on the fourth Business Day prior to Closing Date with the same force and effect as if made on and as of the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of any Issuer or any Guarantor or any securities of any Issuer or any Guarantor (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g)(2) under the Securities Act), (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of any Issuer or any Guarantor or any securities of any Issuer or any Guarantor by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Units than that on which the Units were marketed. (c) Since the respective dates as of which information is given in the Offering Memorandum other than as set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there shall not have occurred any change or any development in the condition, financial or otherwise, or the earnings, business, management or operations of the Issuers and their subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Issuers or any of their subsidiaries and (iii) neither of the Issuers nor any of their subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in clause 9(c)(i), 9(c)(ii) or 9(c)(iii), in the judgment of the Initial Purchasers Purchaser, is material and adverse and, in the judgment of the Initial Purchaser, makes it impracticable to market the Units on the terms and in the manner contemplated in the Offering Memorandum. (d) The Initial Purchaser shall have discovered received on the Closing Date a certificate dated the Closing Date and disclosed after the Consummation, signed by the Chief Executive Officer, Chairman of the Board, President or a Vice President and the chief financial officer, principal accounting officer or equivalent financial officer responsible for the financial statements, of the Issuers and the Guarantors, confirming the matters set forth in Sections 9(a), 9(b) and 9(c) and stating that the Issuers and each Guarantor has complied with all the agreements and satisfied all of the conditions herein contained and required to the Issuer, PHH be complied with or VMS satisfied on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering CircularDate. (e) The Indenture Supplement Initial Purchaser shall have been duly executed received on the Closing Date a certificate dated the Closing Date and delivered after the Consummation, signed by the Issuer Chief Executive Officer, Chairman of the Board, President or a Vice President and the Indenture Trusteechief financial officer, principal accounting officer or equivalent financial officer responsible for the financial statements, of the Issuers and the Securities shall have been duly executed and delivered by Guarantors, substantially in the Issuer and duly authenticated by the Indenture Trusteeform set forth in Exhibit B hereto. (f) The Representatives Initial Purchaser shall have received a letter from S&P stating that on the Securities have received a rating Closing Date an opinion (satisfactory to the Initial Purchaser and counsel for the Initial Purchaser), dated the Closing Date, of “AAA” and a letter from Xxxxx’x stating that Davis Polk & Wardwell, counsel for the Securities have received a rating of “Aaa.”Issuers, to the exxxxx xxxx: (gi) Subsequent to the execution and delivery of this Agreement, there shall the Registration Rights Agreement, the Indenture and the Notes and compliance by the Issuers to the extent a party thereto, with the provisions thereof will not have occurred any of the following: conflict with, constitute a default under or violate (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representativesterms, materially impairs the investment quality conditions or provisions of the Securities certificate of incorporation or makes it impractical or inadvisable to proceed with completion bylaws of the sale of and payment for the Securities; Issuers, (ii) any suspension of the terms, conditions or limitation provisions of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; Operative Document, and (iii) any moratorium on commercial banking activities shall have been declared New York, Delaware corporate, or federal law or regulation (other than federal and state securities or blue sky laws, as to which we express no opinion); (ii) no consent, approval, waiver, license or authorization or other action by or filing with any New York, Delaware corporate, or federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration governmental authority is required in connection with the execution and delivery by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case Issuers of this clause (vi)Agreement, isthe Registration Rights Agreement, in the judgment of Warrant Agreement, the RepresentativesWarrant Registration Rights Agreement, so material the Indenture and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on or the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured consummation by the Securities shall be entitled to rely on Issuers of their obligations thereunder, except for (i) the applicable requirements of federal and state securities or blue sky laws, as to which we express no opinion set forth therein that the Securities are Eligible Collateral and (ii) those already obtained and which are in full force and effect; (iii) the negative assurances set forth therein Series A Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, (y) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability and (z) to the extent that a waiver of rights under any usury or stay law may be unenforceable; we express no opinion, however, as to the applicability (and, if applicable, the effect) of Section 548 of the United States Bankruptcy Codx xx xxx xxxxxxxxxx xxxxxxxxx xx state law to the questions addressed above or on the conclusions expressed with respect to the Time of Sale Information and the Final Offering Circular.thereto; (iiv) The Representatives shall the Warrants have received an opinion of Xxxxx & Case LLPbeen duly authorized by Holdings and, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated on the Closing Date, stating that to when countersigned by the best Warrant Agent and issued and delivered in accordance with the terms of this Agreement and the Warrant Agreement, the Warrants will be the valid and binding obligations of Holdings, enforceable against Holdings in accordance with their respective knowledge terms, except as (i) the representations enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that rights of acceleration and the Issuer has complied with all agreements availability of equitable remedies may be limited by equitable principles of general applicability; (v) the Warrant Shares have been duly and satisfied all conditions on its part to be performed or satisfied hereunder or under validly authorized for issuance by Holdings, and when issued and delivered upon payment of the Transaction Documents at or prior exercise price pursuant to the Closing Date; terms of the Warrants and the Warrant Agreement will be fully paid and nonassessable and will not be subject to any preemptive or similar statutory rights; (iiivi) subsequent the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, (y) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability and (z) to the date extent that a waiver of rights under any usury or stay law may be unenforceable; we express no opinion, however, as to the applicability (and, if applicable, the effect) of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation Section 548 of the Issuer United States Bankruptcy Codx xx xxx xxxxxxxxxx xxxxxxxxx xx state law to the questions addressed above or on the conclusions expressed with respect thereto; (vii) this Agreement has been duly authorized, executed and delivered by the Issuers; (viii) the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as set forth (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or contemplated in similar laws affecting creditors' rights generally, (y) rights of acceleration and the Time availability of Sale Information; equitable remedies may be limited by equitable principles of general applicability and (ivz) nothing has come as rights to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, indemnity and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.contribution thereunder may be limited by applicable law; (six) The Representatives shall the Series B Notes have received been duly authorized by the Company; (x) the Warrant Agreement has been duly and validly authorized, executed and delivered by Holdings and is a certificate signed by any two valid and binding agreement of the managersHoldings, Presidentenforceable against Holdings in accordance with its terms, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge except as (i) the representations enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as rights of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, acceleration and the Time availability of Sale Information and the Final Offering Circular as equitable remedies may be limited by equitable principles of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.general applicability; (txi) The Representatives shall have received the Warrant Registration Rights Agreement has been duly and validly authorized, executed and delivered by Holdings and is a certificate signed by two managers or officers valid and binding agreement of Holdings, dated the Closing Dateenforceable against Holdings in accordance with its terms, in which such managers shall state that, to the best of their respective knowledge except as (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) Holdings has complied with all agreements rights of acceleration and satisfied all conditions on its part to the availability of equitable remedies may be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; limited by equitable principles of general applicability and (iii) subsequent as rights to indemnity and contribution thereunder may be limited by applicable law; (xii) the date as statements under the captions "Certain Relationships and Related Party Transactions--the Recapitalization--Investors Agreement," "Description of which information is given New Credit Facility," "Description of Units," "Description of Notes," "Description of Warrants," and "Plan of Distribution" in the Time Offering Memorandum, insofar as such statements constitute a summary of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial legal matters or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, documents referred to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, fairly summarize in all material respects the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one legal matters or more interest rate caps that satisfy the requirements of Section 5A.11documents referred to therein;

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and on the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers Company made in any certificates delivered pursuant heretoto provisions hereof, to the performance by the Issuer, PHH Company and VMS the Guarantors of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (All consents, waivers and any amendments or supplements thereto) approvals necessary for the consummation of the transactions contemplated by the Transaction Documents shall have been printed obtained and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, shall be in full force and effect on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents Documents, the Notes and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, thereby shall be reasonably satisfactory in all material respects to counsel for the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dc) The Issuer Xxxxx, Xxxxx & Xxxxx, U.S. counsel to the Company and the Guarantors, shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, their written opinion addressed to the Initial Purchasers and dated the date hereofClosing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed substantially to the effect set forth in respect Exhibit B hereto. (i) Xxxxx & Rameh, Brazilian counsel to the Company and the Guarantors organized under the laws of Brazil, shall have furnished to the Initial Purchasers their written opinion addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially to the effect set forth in Exhibit C-1 hereto; (ii) Xxxxxx Xxxxxxx Esq., General Counsel of the Origination Trust Assets allocated Company, shall have furnished to the Lease SUBI Portfolio Initial Purchasers his written opinion addressed to the Initial Purchasers and concerning dated the accountingClosing Date, financial in form and statistical information substance reasonably satisfactory to the Initial Purchasers, substantially to the effect set forth or incorporated by reference in Exhibit C-2 hereto; and (iii) Xxxxxx, Westwood & Riegels, British Virgin Islands counsel to TVA Communications Ltd., shall have furnished to the Final Offering CircularInitial Purchasers their written opinion addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially to the effect set forth in Exhibit C-3 hereto. (e) The Indenture Supplement Initial Purchasers shall have been duly executed and delivered by received from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Issuer and Initial Purchasers, such opinion or opinions, dated the Indenture TrusteeClosing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Securities Company shall have been duly executed furnished to such counsel such documents and delivered by information as they reasonably request for the Issuer and duly authenticated by the Indenture Trusteepurpose of enabling them to pass upon such matters. (f) The Representatives Initial Purchasers shall have received a letter from S&P stating that Machado, Meyer, Sendacz e Opice, Brazilian counsel for the Securities Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Company shall have received a rating furnished to such counsel such documents and information as they reasonably request for the purpose of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaaenabling them to pass upon such matters.” (g) Subsequent With respect to the letter of Coopers & Xxxxxxx delivered to the Initial Purchasers concurrently with the execution and delivery of this AgreementAgreement (the "initial letter"), there the Company shall not have occurred any furnished to the Initial Purchasers a letter (the "bring-down letter") from Coopers & Xxxxxxx addressed to the Initial Purchasers and dated the Closing Date (1) confirming that it is an independent public accountant with respect to the Company under rule 101 of the following: (i) any changeAmerican Institute of Certified Public Accountants' Code of Professional Conduct, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; its interpretations and rulings and (ii) any suspension confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or limitation developments since the date as of trading which specified financial information is given in securities generally on the New York Stock Exchange or any setting Offering Memorandum, as of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities a date not more than five business days prior to the date of the bring-down letter), the conclusions and findings of the firm with respect to the financial information and other matters covered by the initial letter are accurate. In addition, the Company shall have been declared received letters from Coopers & Xxxxxxx to the effect that the Company may use, in connection with the offering and sale of the Notes, the audited financial statements of the Company prepared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services such accountants and included in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)Memorandum. (h) The Representatives Company shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed furnished to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its President and its chief financial officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and opinion, as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did nothereof, the Time of Sale Information as of the Time of Sale Offering Memorandum did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. (s) The Representatives shall , and since the date hereof, no event has occurred which should have received been set forth in a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; Offering Memorandum and (ivC) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) after reasonable investigation, as of the Closing Date, the representations and warranties of PHH the Company and the Guarantors in this Agreement are true and correct on and as of correct, the dates specified herein; (ii) PHH Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) , and subsequent to the date as of which information is given the most recent financial statements in the Time of Sale InformationOffering Memorandum, there has been no material adverse change in the financial position or results of operation of the Company and its Subsidiaries or any event or development that would be reasonably likely to result in a Material Adverse Effect, except as set forth in the Offering Memorandum. (i) The Initial Purchasers shall have received on the date hereof the Registration Rights Agreement and the Agency Agreement executed and delivered by a duly authorized officer of the Company. (j) The Notes shall have been approved by the NASD for trading in the PORTAL Market. (k) The Indenture shall have been duly executed and delivered by the Company, the Guarantors and the Trustee and the Notes shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (l) If any event shall have occurred that requires the Company under Section 5(d) hereof to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Notes as contemplated hereby. (n) At the Closing Date, after giving effect to the consummation of the transactions contemplated by the Transaction Documents, there shall exist no default or event of default under the Indenture. (o) Neither the Company nor any of the Guarantors or their respective Subsidiaries has sustained since the date of the latest audited financial statements included in the Offering Memorandum any material loss or interference with its business from fire, explosion, flood or other calamity, regardless of whether covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum; and since September 30, 1996, except for the transactions contemplated by the Offering Memorandum (exclusive of any amendment or supplement), there shall not have been any material adverse change in the capital stock or long-term debt of the Company or any event or development involving a prospective change that would be reasonably likely to result in a change in the general affairs, businessmanagement, propertiesfinancial condition, key personnel, capitalization, condition (financial or otherwise) or results of operation operations, business or prospects of PHH; the Company and its Subsidiaries the effect of which, in any such case described above, is, in the judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum (exclusive of any amendment or supplement). (p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Notes or any of the Company's or its Subsidiaries, other debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a positive upgrading) its rating of the Notes or any of the Company's or its Subsidiaries, other debt securities. (q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Sao Paolo Stock Exchange, the Rio de Janeiro Stock Exchange or the over-the-counter market, shall have been suspended or limited, or minimum prices shall have been established on any such exchange or such market by the Comissao de Valores Mobiliarios, the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Company on any exchange or in the over-the-counter market shall have been suspended or, (ii) a general moratorium on commercial banking activities shall have been declared by United States Federal or New York State or Brazilian authorities, or (iii) an outbreak or escalation of hostilities or a declaration by the United States or Brazil of a national emergency or war, (iv) nothing has come a change or development involving a prospective change in Brazilian or Japanese taxation adversely affecting the Company, the Notes, the Guarantees or the transfer thereof or the imposition of exchange controls by Brazil; or (v) a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or Brazil shall be such) the effect of which, in the case of this clause (v), is, in the judgment of the Initial Purchasers, so material and adverse as to such officers’ attention that would lead such officers make it impracticable or inadvisable to believe proceed with the sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement). (r) The Initial Purchasers shall have received evidence reasonably satisfactory to them that the Preliminary appointment of CT Corporation System as agent for service of process of the Company and the Guarantors pursuant to Section 21 hereof and pursuant to the Indenture has been accepted by such agent. (s) The Initial Purchasers shall have received a copy of the letter from Central Bank in form and substance satisfactory to them, approving the transactions contemplated by the Offering Circular as of its date did notMemorandum. (t) No action shall have been taken and no United States, the Time of Sale Information Brazilian or other statute, rule, regulation or order shall have been enacted, adopted or issued by any United States or Brazilian governmental agency which would, as of the Time Closing Date, prevent the issuance or sale of Sale did notthe Notes; and no injunction, the Final Offering Circular as restraining order or order of its date did notany other nature by a United States, and the Time Brazilian or other federal or state court of Sale Information and the Final Offering Circular competent jurisdiction shall have been issued as of the Closing Date do not, include any untrue statement of a material fact which would prevent the issuance or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances under which they were madeNotes. (u) Prior to the Closing Date, not misleadingthe Company and the Guarantors shall have furnished to the Initial Purchasers such further information, certificates, opinions and documents as it may reasonably request. (v) The Shareholder Commitments shall have been executed and delivered and shall be in full force and effect. (w) The Issuer Company and Galaxy Brasil shall have one entered into an amendment to the Galaxy Brasil Leasing Facility (as defined in the Offering Memorandum) to allow the Guarantee of the Notes by Galaxy Brasil as described in the Offering Memorandum. All opinions, letters and certificates mentioned above or more interest rate caps that satisfy elsewhere in this Agreement shall be deemed to be in compliance with the requirements of Section 5A.11provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder to purchase and pay for the Initial Notes, as provided herein, are subject to the accuracy, satisfaction of the following conditions: (a) All of the representations and warranties of the Company and the Guarantor contained in this Agreement shall be true and correct on the date hereof and on the Closing Date with the same force and effect as if made on and as of the date hereof and the Closing Date, of respectively. The Company and the representations Guarantor shall have performed or complied with all agreements contained herein and warranties of the Issuer, PHH and VMS contained herein, required to be performed or complied with by it on or prior to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions:Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M.not later than 10:00 a.m., New York City time, on the fourth Business Day prior day following the date of this Agreement or at such later date and time as to which the Closing Date; Initial Purchasers may agree, and no stop order suspending the sale qualification or exemption from qualification of the Securities Initial Notes or the Guarantees thereof in any jurisdiction referred to in Section 4(e) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bc) None of the Initial Purchasers No action shall have discovered been taken and disclosed to the Issuerno statute, PHH rule, regulation or VMS on order shall have been enacted, adopted or prior to the Closing Date issued by any governmental agency that (i) the Time of Sale Informationwould, as of the Time Closing Date, prevent the issuance of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersNotes or the Guarantees thereof; no action, is material suit, investigation or omitted proceeding shall have been commenced and be pending against or affecting or, to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light best knowledge of the circumstances under which they were madeCompany and the Guarantor, not misleadingthreatened against, the Company or (ii) any of its subsidiaries before any court or arbitrator or any governmental body, agency or authority or administrative agency that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and no stop order shall have been issued preventing the Time use of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits that could reasonably be expected to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such mattersa Material Adverse Effect. (d) The Issuer Since the respective dates as of which information is given in the Offering Memorandum, (i) there shall not have been any material adverse change, or any development that is reasonably likely to result in a material adverse change, in the capital stock or the long-term debt, or material increase in the short-term debt, of the Company or any of its subsidiaries from that set forth in the Offering Memorandum, (ii) no dividend or distribution of any kind shall have furnished been declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock and (iii) neither the Company nor any of its subsidiaries shall have incurred any liabilities or obligations, direct or contingent, that are material, individually or in the aggregate, to the Representatives Company and its subsidiaries, taken as a whole, and that are required to be disclosed on a balance sheet or notes thereto in accordance with generally accepted accounting principles and are not disclosed on the latest balance sheet or notes thereto included in the Offering Memorandum, nor entered into any transaction not in the ordinary course of business. Since the date hereof and since the dates as of which information is given in the Offering Memorandum, there has not occurred any change, or any development that is reasonably likely to result in a Material Adverse Effect. (xe) a letter from Deloitte and Touche, LLP, addressed to the The Initial Purchasers shall have received certificates, dated the Closing Date, signed on behalf of the Company and dated as of May 29, 2009the Guarantor, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect confirming, as of the Origination Trust Assets allocated to Closing Date, the Lease SUBI Portfolio and concerning the accounting, financial and statistical information matters set forth or incorporated by reference in the Time of Sale Information paragraphs (a), (b), (c) and (yd) a letter from Deloitte of this Section 8 and Touchethat, LLPas of the Closing Date, addressed the Company and the Guarantor, as the case may be, has satisfied all conditions on its part to the be satisfied hereunder on or prior thereto. (f) The Initial Purchasers and shall have received on the Closing Date an opinion, dated the date hereofClosing Date, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio Initial Purchasers and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment counsel for the Securities; (ii) any suspension or limitation Initial Purchasers, of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxxxxx & Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture TrusteeCompany and the Guarantor, to the effect set forth in Exhibit A hereto. (g) At the time this Agreement is executed and at the Closing Date, the Initial Purchasers shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Company and the Guarantor, dated as of the date of this Agreement and as of the Closing Date and Date, customary “comfort” letters addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and to counsel for the Initial PurchasersPurchasers with respect to the financial statements and certain financial information of the Company and its subsidiaries contained in the Offering Memorandum. (mh) The Representatives Initial Purchasers shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”)opinion, dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial PurchasersDate, in form and substance satisfactory to the Representatives and to Initial Purchasers, of Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers and Purchasers, covering such matters as are customarily covered in such opinions. (i) Xxxxxx & Xxxxxxx LLP, counsel to the effect that none Initial Purchasers, shall have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the Origination Trustrepresentations, Holdings nor warranties or conditions herein contained. (j) Prior to the Issuer will Closing Date, the Company and the Guarantor shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request. (k) The Company, the Guarantor and the Trustee shall have entered into the Indenture and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (l) The Company, the Guarantor and the Initial Purchasers shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (m) The Credit Agreement shall have been entered into and the Sponsors shall have contributed, directly or indirectly, capital to the Company, each substantially as described in the Offering Memorandum and as may be treated as an association taxable as a corporation reasonably satisfactory to the Initial Purchasers. (n) The Notes shall have been approved for Maryland state income or franchise tax purposestrading on PORTAL. (o) The Representatives Company shall have received an opinion use the net proceeds from the sale of Drinker Xxxxxx & Xxxxx LLPthe Initial Notes in the manner described in the Offering Memorandum under the caption “Use of Proceeds.” (p) All opinions, special counsel certificates, letters and other documents required by this Section 8 to PHH Funding, LLC (be delivered by the “Intermediary”), dated Company and the Closing Date Guarantor will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and addressed substance to the Initial Purchasers, in form . The Company and substance satisfactory to the Representatives and to counsel for Guarantor shall furnish the Initial Purchasers. (p) The Representatives Purchasers with such conformed copies of such opinions, certificates, letters and other documents as it shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of Pricing Disclosure Package or the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact whichthat, in the opinion of counsel for to the Initial Purchasers, is material or omitted omits to state any a fact whichthat, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Transaction Documents Indenture, the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents this Agreement and the transactions contemplated thereby, hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dc) The Issuer Irell & Xxxxxxx LLP shall have furnished to the Representatives (x) a letter from Deloitte and Toucheits written opinion, LLP, addressed as counsel to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLPCompany, addressed to the Initial Purchasers and dated the date hereofClosing Date, in form and substance reasonably satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference substantially in the Final Offering Circularform attached hereto as Exhibit B-1. (ed) The Indenture Supplement Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP, Nevada counsel for the Company, shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent furnished to the execution and delivery of this AgreementRepresentatives its written opinion, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the IssuerCompany, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, form and substance reasonably satisfactory to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date orRepresentatives, substantially in the case of the representations and warranties in the Transaction Documents, on and form attached hereto as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingExhibit B-2. (te) The Representatives Xxxxx & Xxxxxxx LLP, Indiana counsel for the Company, shall have received a certificate signed by two managers or officers of Holdingsfurnished to the Representatives its written opinion, as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, in which such managers shall state that, form and substance reasonably satisfactory to the best of their respective knowledge (i) the representations and warranties of Holdings Representatives, substantially in the Transaction Documents to which Holdings is a party are true and correct on and form attached hereto as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale InformationExhibit B-3. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and on the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of officers of the Issuer, PHH, Holdings and VMS and their respective officers Company made in any certificates delivered pursuant heretoto the provisions hereof, to the performance by the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None All corporate proceedings and other legal matters incident to the authorization, form and validity of the Securities, the Indenture, the Registration Rights Agreement, the Merger Agreement, this Agreement and the Offering Memorandum, and all other legal matters relating to the Securities, the Indenture, the Registration Rights Agreement, the Merger Agreement, this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to the Initial Purchasers, and the Company shall have furnished to the Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters; and none of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements thereintherein not misleading. (c) Xxxxxxx Xxxxxxx & Xxxxxxxx, shall have furnished to the Initial Purchasers its written opinion, as special counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for form and substance reasonably satisfactory to the Initial Purchasers, to the effect that: (i) no consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation law or, to the knowledge of such counsel, any federal or New York court or any Delaware court acting pursuant to the Delaware General Corporation Law is required for the issue and sale of the Securities by the Company to the Initial Purchasers and the resale by the Initial Purchasers in accordance with the Purchase Agreement, and the compliance by the Company with all of the provisions of this Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Initial Purchasers; (ii) neither the Company nor any Domestic Subsidiary is an "investment company" within the meaning of the Investment Company Act and the rules and regulations of the Commission thereunder; (iii) each of this Agreement, the Merger Agreement and the Registration Rights Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms (assuming the due authorization, execution and delivery thereof by the Company and the other parties thereto) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except to the extent that indemnification or contribution provisions may be unenforceable; (iv) the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms (assuming due authorization, execution and delivery by the Company and the Trustee), subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; the Securities (assuming due authorization, execution and delivery by the Company), upon the due authentication and delivery thereof by the Trustee pursuant to the Indenture and upon payment and delivery in accordance with this Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Indenture, the Securities, the Merger Agreement, the Registration Rights Agreement, the Voting Agreement and the Stockholders' Agreement (assuming it is signed in the form attached as an Exhibit to the Merger Agreement), conform in all material respects to the descriptions thereof contained in the Offering Memorandum; and (v) assuming the accuracy of the representations, warranties and agreements of the Company and each Subsidiary contained in paragraphs (s) and (t) of Section 1 of this Agreement and of the Initial Purchasers in Section 2 of this Agreement, no registration of the Securities under the Securities Act of 1933, as amended, and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required for the offer and sale of the Securities by the Company to the Initial Purchasers or the initial reoffer and resale of the Securities by the Initial Purchasers solely in the manner contemplated by the Offering Memorandum, this Agreement and the Indenture. Such counsel shall state that they have participated in conferences with representatives of the Company, representatives of the independent auditors of the Company and representatives of the Initial Purchasers at which conferences the contents of the Offering Memorandum, any amendment thereof and supplement thereto and related matters were discussed, and, although such counsel assume no responsibility for the accuracy or completeness or fairness of the Offering Memorandum, any amendment thereof or supplement thereto (except as expressly provided above), nothing has come to the attention of such counsel to cause such counsel to believe that the Offering Memorandum or any amendment thereof or supplement thereto (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no belief) as of its date or such Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any act which, in the opinion of such counsel, is a material and is required to be stated therein or is fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York, and the General Corporation Law of Delaware and may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials which are furnished to the Initial Purchasers. (cd) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Xxxxxx & Bird shall have furnished to the Representatives all documents and information that they or their Initial Purchasers its written opinion, as counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLPCompany, addressed to the Initial Purchasers and dated the date hereofClosing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect to the effect that: (i) each of the Origination Trust Assets allocated Domestic Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (ii) the outstanding shares of common stock of the Company and each Domestic Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable under the General Corporation Law of the State of Delaware and neither the Company nor any Domestic Subsidiary has any outstanding preferred stock; (iii) the Company has full corporate power and authority to execute and deliver the Indenture, the Securities, the Registration Rights Agreement, the Merger Agreement and this Agreement and to perform its obligations hereunder and thereunder; and the execution and delivery of the Indenture, the Securities, the Registration Rights Agreement, the Merger Agreement and this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company; (iv) each of this Agreement, the Merger Agreement and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company; (v) each of the Indenture and the Securities have been duly authorized, executed and delivered by the Company; (vi) the execution, delivery and performance by the Company of the Indenture, the Securities, the Registration Rights Agreement, the Merger Agreement and this Agreement and the fulfillment of the terms hereof and thereof, do not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets (other than any lien pursuant to the Lease SUBI Portfolio Credit Facilities) of the Company or any Domestic Subsidiary pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument specified on Annex B, except for any such conflicts, breaches, violations or defaults which would not reasonably be expected to have a Material Adverse Effect, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any Domestic Subsidiary or any statute, or, to the knowledge of such counsel, any judgment, order, decree, rule or regulation of any Federal or Georgia or, to the extent acting pursuant to the Delaware General Corporation Law, Delaware court or governmental agency or body or arbitrator having jurisdiction over the Company or any Domestic Subsidiary or any of their respective properties or assets; and concerning no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body is required under any such statute, judgment, order, decree, rule or regulation known to such counsel for the accountingexecution, financial delivery and statistical information set forth performance of the Indenture, the Securities, the Merger Agreement or the Registration Rights Agreement by the Company; provided, however, that the foregoing may exclude (A) state securities laws or Blue Sky laws, (B) any such consents, approvals, authorizations, or order of, or filings or registrations with, the Commission and any state securities regulatory authorities as may be required to be obtained or made pursuant to the Registration Rights Agreement; (C) any law, rule or regulation of the government of the United States or any state applicable to the Company and its Subsidiaries because of the specific type of business in which each engages; (D) filing of the Registration Statement on Form S-4 in connection with the Merger; (E) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware; and (F) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976; provided, further, however, that such counsel need not express any opinion as to whether the offering of the Securities may be made without registration under the Securities Act. (vii) neither the Company nor any Domestic Subsidiary is in violation of any terms or provisions of its respective charter or by-laws; and (viii) to the knowledge of such counsel, no default exists and no event has occurred which, with notice, lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement specified on Annex B and which would reasonably be expected to have a Material Adverse Effect. Such counsel shall state that they participated in conferences with officers of the Company in connection with the preparation by the Company of its Annual Report on Form 10-K for the year ended May 31, 1996 (as amended by Form 10-K/A filed with the Commission on September 30, 1996) and its Quarterly Reports on Form 10-Q for the sixteen weeks ended September 20, 1996, both of which are incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement Memorandum. In addition, such counsel shall have been duly executed and delivered by state that they participated in certain conferences with the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any current officers of the following: (i) any changeCompany, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the IssuerCompany, PHH, Holdings, representatives of the Origination Trust independent auditors of the Company and the other Persons named therein, dated the Closing Date and addressed to representatives of the Initial Purchasers at which conferences the contents of the Offering Memorandum, any amendment thereof and supplement thereto and related matters were discussed. Such counsel shall further state that although such counsel has not independently verified and assumes no responsibility for the accuracy, completeness or fairness of statements contained in the form Offering Memorandum, any amendment thereof or supplement thereto, that, on the basis of Exhibit A attached hereto. The opinion shall specify the foregoing, nothing has come to the attention of such counsel that causes such counsel to believe that the PD Initial Purchasers in their capacities Offering Memorandum (as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Companyamended or supplemented), as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income its date or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed contained or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any contains an untrue statement of a material fact or omit omitted or omits to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed ; provided, however, that such counsel need express no opinion as to financial statements and related notes, schedules and other historical and pro forma financial and statistical data contained or incorporated by reference in the Offering Memorandum or any two supplement or amendment thereto. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the federal laws of the managersUnited States of America, Presidentthe laws of the State of Georgia, any Vice President and the Treasurer General Corporation Law of VMS, dated the Closing Date, in which such officers shall state thatDelaware and may rely as to matters of fact, to the best extent such counsel deems proper, on certificates of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as responsible officers of the Closing Date or, in the case of the representations Company and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior public officials which are furnished to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingInitial Purchasers. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder to purchase the Series A Notes under this Agreement are subject to the accuracy, on and as satisfaction of each of the date hereof and the Closing Date, of following conditions: (a) All the representations and warranties of the Issuer, PHH Company and VMS the Guarantor contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings in this Agreement shall be true and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, correct on the fourth Business Day prior to Closing Date with the same force and effect as if made on and as of the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the Initial Purchasers possible change in, any rating of the Company or the Guarantor or any securities of the Company or the Guarantor (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or the Guarantor or any securities of the Company or any Guarantor by any such rating organization and (iii) no such rating organization shall have discovered and disclosed given notice that it has assigned (or is considering assigning) a lower rating to the IssuerNotes than that on which the Notes were marketed. (c) Since the respective dates as of which information is given in the Offering Memorandum other than as set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), PHH (i) there shall not have occurred any change or VMS any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries and (iii) neither the Guarantor, the Company nor any of its subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in clause 9(c)(i), 9(c)(ii) or 9(c)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Series A Notes on the terms and in the manner contemplated in the Offering Memorandum. (d) You shall have received on the Closing Date a certificate dated the Closing Date, signed by the President and the Chief Financial Officer of the Company and the Guarantor, confirming the matters set forth in Sections 9(a), 9(b) and 9(c) and stating that each of the Company and the Guarantor has complied with all the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied on or prior to the Closing Date. (e) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Initial Purchaser), dated the Closing Date, of Xxxx & Xxxxxxx, a professional association ("XXXX & XXXXXXX"), counsel for the Company and the Guarantor substantially as set forth in Exhibit B. With respect to the opinions to be set forth in Exhibit B, Xxxx & Xxxxxxx may state that their opinion and belief are based upon their participation in the preparation of the Offering Memorandum and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification except as specified. In giving the opinions referred to in Exhibit B, Xxxx & Xxxxxxx may (ix) the Time of Sale Informationassume, as to any matters governed by the laws of New York, that the Time laws of Sale, contained an untrue statement Minnesota are substantially comparable to the laws of a fact which, in New York (provided such counsel has no reason to believe that such laws are not substantially comparable) and (y) rely on the opinion of the Vice President and General Counsel of the Company and Guarantor or of Faegre & Xxxxxx, L.L.P., ("Faegre & Xxxxxx") counsel to the Company and Guarantor, as to certain specified matters. In lieu of reliance on such opinion of the Vice President and General Counsel, such opinion of the Vice President and General Counsel or of Faegre & Xxxxxx may be delivered directly to the Initial Purchasers. (f) The Initial Purchasers shall have received on the Closing Date an opinion, dated the Closing Date, of Xxxxx Xxxx & Xxxxxxxx, counsel for the Initial Purchasers, is material or omitted in form and substance reasonably satisfactory to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cg) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust The Initial Purchasers shall have furnished to received, at the Representatives all documents time this Agreement is executed and information that they at the Closing Date, letters dated the date hereof or their counsel the Closing Date, as the case may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009be, in form and substance satisfactory to the RepresentativesInitial Purchasers from Xxxxxx Xxxxxxxx LLP, concerning certain agreed-upon procedures performed in respect independent public accountants, containing the information and statements of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference type ordinarily included in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed accountants' "comfort letters" to the Initial Purchasers and dated the date hereof, in form and substance satisfactory with respect to the Representatives, concerning financial statements and certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference contained in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)Memorandum. (h) The Representatives Series A Notes shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured been approved by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral NASD for trading and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circularduly listed in PORTAL. (i) The Representatives Initial Purchasers shall have received an opinion a counterpart, conformed as executed, of Xxxxx & Case LLPthe Indenture which shall have been entered into by the Company, special counsel to the Issuer, dated Guarantor and the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached heretoTrustee. (j) The Representatives Company and the Guarantor shall have executed the Registration Rights Agreement and the Initial Purchasers shall have received an opinion of Xxxxxx X. Xxxxxxoriginal copy thereof, Senior Vice President duly executed by the Company and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached heretoGuarantor. (k) The Representatives Neither the Company nor the Guarantor shall have received an opinion of the General Counsel of PHH, dated failed at or prior to the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none perform or comply with any of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date agreements herein contained and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder complied with by the Company or under the Transaction Documents Guarantor, as the case may be, at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (sl) The Representatives shall Amendment to the Credit Agreement substantially in the form attached hereto as Exhibit C will have received a certificate signed been executed by any two of the managers, President, any Vice President Company and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and Required Banks as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements defined therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder Purchaser under this Agreement are subject to the accuracy, satisfaction of each of the following conditions: (a) All of the representations and warranties of Holdings contained in this Agreement shall be true and correct on the date hereof and on the Closing Date with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively. Holdings shall have performed or complied with all of the representations agreements herein contained and warranties of the Issuer, PHH and VMS contained herein, required to be performed or complied with by them at or prior to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions:Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M.Purchaser not later than 10:00 a.m., New York City time, on the fourth Business Day prior date of this Agreement or at such later date and time as to the Closing Date; and no which you may agree. (c) No stop order suspending the sale qualification or exemption from qualification of any of the Securities in any jurisdiction referred to in Section 4(e) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bd) None of the Initial Purchasers No action shall have discovered been taken and disclosed to the Issuerno statute, PHH rule, regulation or VMS on order shall have been enacted, adopted or prior to the Closing Date that (i) the Time of Sale Informationissued by any governmental agency which would, as of the Time Closing Date, prevent the issuance or sale of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were madeSecurities; no action, not misleadingsuit or proceeding shall be pending against or affecting or, to the knowledge of Holdings, threatened against, Holdings, Anvil or (ii) any of their respective subsidiaries before any court or arbitrator or any governmental body, agency or official that, if adversely determined, would have a Material Adverse Effect; and no stop order preventing the Time use of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement or any order asserting that any of fact whichthe transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act shall have been issued. (e) Since the dates as of which information is given in the Offering Memorandum, (i) there shall not have been any material change, or any development that is reasonably likely to result in a material change, in the opinion of counsel for the Initial Purchaserscapital stock, is or material or omits to state any act which, increase in the opinion short-term debt or the long-term debt, of such counselHoldings, Anvil or any of their subsidiaries from that set forth in the Offering Memorandum and (ii) no dividend or distribution of any kind shall have been declared, paid or made by Holdings, Anvil or any of their subsidiaries on any class of its capital stock. Since the date hereof and since the dates as of which information is material and is required to be stated therein or is necessary to make given in the statements thereinOffering Memorandum, in light of the circumstances under which they were made, there shall not misleadinghave been any Material Adverse Change. (f) You shall have received certificates, dated the Closing Date, signed by (i) the President and (ii) any Vice President or a principal financial or accounting officer of Holdings, as of the Closing Date, confirming the matters set forth in paragraphs (a), (c) All corporate proceedings (d) and other legal matters incident (e) of this Section 7. (g) You shall have received on the Closing Date an opinion (satisfactory to you and your counsel), dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel for Holdings and Anvil, to the authorizationeffect set forth in Exhibit B hereto. (h) You shall have received on the Closing Date an opinion (satisfactory to you and your counsel), form dated the Closing Date, of Xxxxx Xxxxxxxxx, Vice President, Secretary and validity General Counsel of each of the Transaction Documents and the Final Offering CircularHoldings, and all other legal matters relating to the Transaction Documents effect set forth in Exhibit C hereto. (i) Counsel for Holdings and Anvil shall have delivered to you copies of all opinions issued by them in connection with the New Credit Agreement and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dj) The Issuer You shall have furnished received an opinion, dated the Closing Date, of Xxxxxxx Xxxxxxx & Xxxxxxxx, your counsel, in form and substance reasonably satisfactory to you, covering such matters as are customarily covered in such opinions. (k) You shall have received a solvency opinion, dated the Representatives (x) a letter from Deloitte and ToucheClosing Date, LLPof Xxxxxx Xxxxxx, addressed to the Initial Purchasers Purchaser and dated as of May 29, 2009, otherwise in form and substance reasonably satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circularyou. (el) The Indenture Supplement shall have been duly At the time this Agreement is executed and delivered by Holdings and on the Issuer and the Indenture TrusteeClosing Date, and the Securities you shall have been duly executed received letters, substantially in the form previously approved by you, from Deloitte & Touche LLP and delivered by KPMG Peat Marwick LLP, independent public accountants, with respect to the Issuer financial statements and duly authenticated by certain financial information contained in the Indenture TrusteeOffering Memorandum. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (gm) Subsequent to the execution and delivery of this Agreement, there shall not have occurred been any downgrading, nor shall have any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the following: (i) any change, or any development involving a prospective possible change, in the rating accorded to any securities of Holdings or affecting particularly Anvil by any "nationally recognized statistical rating organization," as such term is defined for the business or properties purposes of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of Rule 436(g)(2) under the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached heretoAct. (n) The Representatives Xxxxxxx Xxxxxxx & Xxxxxxxx shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer been furnished with such documents and VMS, dated the Closing Date and addressed to the Initial Purchasersopinions, in form and substance satisfactory addition to the Representatives and to counsel those set forth above, as they may reasonably require for the Initial Purchasers purpose of enabling them to review or pass upon the matters referred to in this Section 7 and in order to evidence the effect that none accuracy, completeness or satisfaction in all material respects of any of the Origination Trustrepresentations, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income warranties or franchise tax purposesconditions herein contained. (o) The Representatives Prior to the Closing Date, Holdings shall have received an opinion of Drinker Xxxxxx & Xxxxx LLPfurnished to you such further information, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date certificates and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters documents as the Representatives you may reasonably request. (qp) The Representatives Holdings and the Trustee shall have entered into the Exchange Debenture Indenture and Holdings and the Unit Agent shall have entered into the Unit Agreement and you shall have received an opinion of counterparts, conformed as executed, thereof. (q) Holdings, Anvil and the Managing Counsel of Xxxxx Fargo Bank, National Association, dated Initial Purchaser shall have entered into the Closing Date Registration Rights Agreement and addressed the parties to the Initial PurchasersSecurityholders Agreement shall have entered into such agreement and you shall have received counterparts, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasersconformed as executed, thereof. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated Prior to the Closing Date, stating that to Holdings shall have filed the best Certificate of their respective knowledge (i) Designation with the representations and warranties Secretary of State of the Issuer in this Agreement State of Delaware and any Transaction Documents you shall have received evidence thereof satisfactory to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; you. (iis) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at At or prior to the Closing Date; , the Recapitalization shall have been consummated on terms that conform in all material respects to the Recapitalization Agreement, as amended, (iii) subsequent in the form delivered to the Initial Purchasers prior to the date as of which information is given hereof) and the description thereof in the Time Offering Memorandum and you shall have received true and correct copies of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation all documents pertaining thereto and evidence satisfactory to you of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingconsummation thereof. (st) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at At or prior to the Closing Date; , the closing under the New Credit Agreement shall have been consummated on terms that conform in all material respects to the New Credit Agreement (iii) subsequent in the form delivered to the Initial Purchaser prior to the date as of which information is given hereof) and the description thereof in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; Offering Memorandum and (iv) nothing has come you shall have received evidence satisfactory to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as you of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingconsummation thereof. (tu) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at At or prior to the Closing Date; and (iii) subsequent , the Offering shall have been consummated on terms that conform in all material respects to the date as of which information is given description thereof contained in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives Offering Memorandum and you shall have received a certificate signed by two officers of VMS, in its capacity as Servicer evidence satisfactory to you of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Informationconsummation thereof. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated Prior to the Closing Date, Holdings, Anvil and their subsidiaries shall have furnished to you such further information, certificates and documents as you may reasonable request, including any such information, certificates and documents required in which such officers shall state that, to connection with the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part legal opinions to be performed or satisfied hereunder at or prior furnished by your counsel as set forth above. All opinions, certificates, letters and other documents required by this Section 7 to be delivered by Holdings and Anvil will be in compliance with the Closing Date; (iii) subsequent provisions hereof only if they are reasonably satisfactory in form and substance to you. Holdings will furnish the date Initial Purchaser with such conformed copies of such opinions, certificates, letters and other documents as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingshall reasonably request. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of each of the Issuer, PHH Company and VMS the Guarantor contained herein, to the accuracy of the statements of each of the Issuer, PHH, Holdings Company and VMS the Guarantor and their respective officers made in any certificates delivered pursuant hereto, to the performance by each of the Issuer, PHH Company and VMS the Guarantor of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatenedInitial Purchasers may agree. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Circular or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Guarantor shall have furnished to the Representatives Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Kxxxxxxxxxx & Lxxxxxxx Nxxxxxxxx Xxxxxx LLP shall have furnished to the Representatives (x) a letter from Deloitte Initial Purchasers its written opinion, as counsel to the Company and Touche, LLPthe Guarantor, addressed to the Initial Purchasers and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annex B hereto. (e) The Initial Purchasers shall have received from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Initial Purchasers, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents and information as they request for the purpose of Sale Information enabling them to pass upon such matters. (f) The Company and (y) the Guarantor shall have furnished to the Initial Purchasers a letter from Deloitte and Touche, (the “PwC Comfort Letter”) of PricewaterhouseCoopers LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering CircularAnnex C hereto. (eg) The Company and the Guarantor shall have furnished to the Initial Purchasers a letter (the “PwC Bring-Down Comfort Letter”) of PricewaterhouseCoopers LLP, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are an independent registered public accounting firm as required by the Securities Act and the rules and regulatons of the Commission thereunder, (ii) stating, as of the date of the PwC Bring-Down Comfort Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Circular, as of a date not more than three business days prior to the date of the PwC Bring-Down Comfort Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters covered by the PwC Comfort Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the PwC Comfort Letter. (h) Each of the Company and the Guarantor shall have furnished to the Initial Purchasers a certificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that (A) such officers have carefully examined the Offering Circular, (B) in their opinion, the Offering Circular, as of its date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and since the date of the Offering Circular, no event has occurred which should have been set forth in a supplement or amendment to the Offering Circular so that the Offering Circular (as so amended or supplemented) would not include any untrue statement of a material fact and would not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) as of the Closing Date, the representations and warranties of each of the Company and the Guarantor in this Agreement are true and correct in all material respects, each of the Company and the Guarantor has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, and (D) subsequent to the date of the most recent financial statements contained in the Offering Circular, there has been no material adverse change in the financial position or results of operation of the Company, the Guarantor or any of their respective subsidiaries, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company, the Guarantor and their respective subsidiaries taken as a whole. (i) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of each of the Company and the Guarantor. (j) The Indenture Supplement shall have been duly executed and delivered by the Issuer Company, the Guarantor and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer Company and duly authenticated by the Indenture Trustee. (fk) The Representatives Securities shall have received been approved by the NASD for trading in the PORTAL Market. (l) If any event shall have occurred that requires the Company under Section 4(d) to prepare an amendment or supplement to the Offering Circular, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a letter from S&P stating that reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Securities as contemplated hereby. (n) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Offering Circular (exclusive of any amendment or supplement thereto), unless otherwise described or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto), there shall not have received been any change in the capital stock or long-term debt or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company, the Guarantor and their respective subsidiaries taken as a whole, the effect of which, in any such case described above, is, in the judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Circular (exclusive of any amendment or supplement thereto). (o) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities. (p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Company’s or the Guarantor’s other debt securities or preferred stock by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating or any of “Aaathe Company’s or the Guarantor’s other debt securities or preferred stock.” (gq) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or any setting of the over-the-counter market shall have been suspended or limited, or minimum prices for shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Company or the Guarantor on such exchange; any exchange or in the over-the-counter market shall have been suspended or (iiiii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; authorities or (iviii) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; war or (viv) any a material disruption adverse change in commercial bankinggeneral economic, securities settlement political or clearance services financial conditions, including, without limitation, as a result of terrorist activities after the date hereof, (or the effect of international conditions on the financial markets in the United States; or (viStates shall be such) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (viiv), is, in the judgment of the RepresentativesGoldman and Lxxxxx, so material and adverse as to make it impracticable or inadvisable to proceed with the completion sale or the delivery of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP. All opinions, special counsel to the Issuerletters, PHH, Holdings, the Origination Trust evidence and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers certificates mentioned above or elsewhere in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities this Agreement shall be entitled deemed to rely on (i) be in compliance with the opinion set forth therein that the Securities provisions hereof only if they are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance reasonably satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of GST and the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS and their respective its officers made in any certificates delivered pursuant hereto, to the performance by GST and the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated therebythereby (including the Transactions), shall be satisfactory in all material respects to the Representatives; Initial Purchasers, and GST and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11Initial

Conditions of Initial Purchasers’ Obligations. The respective obligations of --------------------------------------------- the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date (as if made at the Closing Date), of the representations and warranties of the Issuer, PHH Company and VMS each Lessee contained or incorporated by reference herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS each Lessee of their its obligations hereunder, hereunder and to each of the following additional terms and conditions: (a) Each of the conditions set forth in Section 4 of each of the Participation Agreements shall have been satisfied in full (or in the case of Sections 4(l), (m), (n), (o), (y) or (aa) waived by the Owner Participant or in the case of Sections 4(u) and (v) waived by the Company or the Lessees), with all certificates and opinions to be delivered therein also delivered to the Initial Purchasers, S&P and Moody's. (b) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed made available to the Initial Purchasers by 5:00 P.M.you not later than 9:00 a.m., New York City time, on the fourth Business Day prior to third day following the Closing Date; date of this Agreement, or at such later date and no stop order suspending the sale of the Securities time as you may reasonably approve in any jurisdiction writing. (c) No Initial Purchaser shall have been issued and no proceeding for that purpose shall have been commenced advised by the Company or shall be pending any Lessee or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the IssuerCompany or any Lessee that the Offering Circular or any amendment or supplement thereto, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained contains an untrue statement of fact which in your opinion, or in the opinion of counsel to the Initial Purchasers, is material, or omits to state a fact which, in your opinion, or in the opinion of counsel for to the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements, in light of the circumstances under which they were made, not misleading. (d) On the Closing Date, you shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Initial Purchasers, such opinion or opinions with respect to the validity of the Certificates and other related matters as you may reasonably request and such counsel shall have received such documents and information as they request to enable them to pass upon such matters. (e) On the Closing Date there shall have been furnished to you the opinion (addressed to the Initial Purchasers) of Xxxxxx & Xxxxxx L.L.P., counsel for the Company and the Lessees, dated the Closing Date substantially in the form attached hereto as Exhibit B. (f) On the Closing Date there shall have been furnished to you the opinion (addressed to the Initial Purchasers) of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special leasing counsel for the Company and the Lessees, dated the Closing Date, substantially in the form attached hereto as Exhibit C. (g) On the Closing Date there shall have been furnished to you the opinion (addressed to the Initial Purchasers) of the General Counsel of the Company, dated the Closing Date, substantially in the form attached hereto as Exhibit D. (h) There shall have been furnished to you a certificate, dated the Closing Date and addressed to you, signed by (A) the Chairman of the Board or the President or any Senior Vice President and by the Chief Financial Officer of the Company and (B) the Assistant Treasurer of each Lessee to the effect that: (i) the representations and warranties of the Company and each Lessee contained in this Agreement are true and correct, as if made at and as of the Closing Date, and the Company and each Lessee has complied with all the agreements and satisfied all the conditions on its part to be complied with or satisfied at or prior to the Closing Date; (ii) the signers of said certificate have carefully examined the Offering Circular, and any amendments or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Offering Circular), and such documents do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) since the date of the Offering Circular, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any there has occurred no event required to be set forth in an amendment or supplement thereto, contains an untrue statement to the Offering Circular which has not been so set forth; and (iv) no event contemplated by subsection (i) of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Section 6 shall have occurred. (ci) All corporate proceedings and other legal matters incident to Since the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated dates as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical which information set forth or incorporated by reference is given in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement theretothereto after the date of this Agreement), neither the Company nor any of its Subsidiaries shall have sustained any loss by fire, flood, accident or other calamity, or shall have become a party to or the subject of any litigation, which is materially adverse to the Company and its Subsidiaries taken as a whole, nor shall there have been a material adverse change in the condition (financial or otherwise), results of operations, business or prospects of the Company and its Subsidiaries taken as a whole, regardless of whether arising in the ordinary course of business, which loss, litigation or change, in your judgement, shall render it impractical or inadvisable to proceed with the payment for and delivery of the Certificates. (hj) The Representatives On the date hereof and the Closing Date you shall have received an opinion of Xxxxx & Case letters from Xxxxxx Xxxxxxxx LLP, special counsel to dated respectively the Issuer, PHH, Holdings, the Origination Trust date hereof and the other Persons named therein, dated the Closing Date and addressed to you, confirming that they are independent public accountants within the Initial Purchasers meaning of the Securities Act and the applicable published Rules and Regulations, and stating, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given or incorporated in the form Offering Circular as of Exhibit A attached hereto. The opinion a date not more than five days prior to the date of such letter, provided that such date shall specify that be after the PD Initial Purchasers in their capacities as Primary Dealers date of the Offering Circular), the conclusions and findings of such firm with respect to the TALF loans secured financial information and other matters covered by its letter delivered to you concurrently with the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein execution of this Agreement, and, with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated letter delivered on the Closing Date Date, confirming the conclusions and addressed findings set forth in such prior letter and setting forth customary negative assurances regarding the Company's unaudited consolidated financial statements for the three months ended March 31, 2001 reasonably satisfactory to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached heretoPurchasers. (k) The Representatives You shall have received an opinion of been furnished by the General Counsel of PHH, dated the Closing Date Company and addressed to each Lessee such additional documents and certificates as you or counsel for the Initial Purchasers in the form of Exhibit D attached heretomay reasonably request. (l) The Representatives At the time of the Closing, the Company shall have received final rating letters (a copy of which shall be delivered to the Initial Purchasers) from Xxxxx'x Investors Service and Standard & Poor's Corporation, setting forth a rating of at least Baa2 by Moody's and BBB+ by S&P with respect to the Certificates. Since the date hereof, there shall not have occurred any downgrading with respect to any debt securities of the Company or any of its Subsidiaries by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or the Certificates or any public announcement that any such organization has under surveillance or review its rating of any such debt securities or the Certificates (other than an opinion announcement with positive implications of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLPa possible upgrading, counsel for and no implication of a possible downgrading of such rating). (m) All of the Indenture Trustee, dated transactions contemplated by the Lease Transactions to be completed on or before the Closing Date shall have been consummated or shall be consummated concurrently with the transactions contemplated hereby, and addressed to the Initial Purchasers shall have received counterparts, conformed as executed, of the operative documents in connection therewith. (n) The Restricted Global Certificate shall have been accepted for settlement through the facilities of DTC and the Regulation S Global Certificate shall have been accepted for settlement through the facilities of DTC, Clearstream and Euroclear. (o) The Initial Purchasers shall have received a counterpart of the Company and each Lessee to the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of the Company and each Lessee. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance satisfactory to the Representatives you and to counsel for the Initial Purchasers. (m) . The Representatives Company shall furnish to you conformed copies of such opinions, certificates, letters and other documents in such number as you shall reasonably request. If any of the conditions specified in this Section 6 shall not have received an opinion been fulfilled when and as required by this Agreement, this Agreement and all obligations of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trusthereunder may be canceled at, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLPat any time prior to, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that by you. Any such cancellation shall be without liability of the Initial Purchasers to the best Company and the Lessees. Notice of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to cancellation shall be performed or satisfied hereunder or under the Transaction Documents at or prior given to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, Company and the Time of Sale Information Lessees in writing, or by telegraph or telephone and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary confirmed in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingwriting. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS and their respective its officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, which is material or omitted omits to state any fact which, in the opinion of such counsel, which is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents Documents, the Indenture and the transactions contemplated thereby, shall be reasonably satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Lawrxxxx X'Xxxxxxx XXX, Xxneral Counsel to the Company, and Bakex & Xottx, X.L.P., special counsel to the Company, shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLPInitial Purchasers their written opinions, addressed to the Initial Purchasers and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annexes B-1 and B-2 hereto, respectively. (e) The Initial Purchasers shall have received from Vinsxx & Xlkixx X.X.P., counsel for the Initial Purchasers, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents and information as they reasonably request for the purpose of Sale Information and enabling them to pass upon such matters. (yf) The Company shall have furnished to the Initial Purchasers a letter from (the "Initial Letter") of Deloitte and Touche, & Touche LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering CircularAnnex C hereto. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent The Company shall have furnished to the execution Initial Purchasers a letter (the "Bring- Down Letter") of Deloitte & Touche LLP, addressed to the Initial Purchasers and delivery of this Agreement, there shall not have occurred any of dated the following: Closing Date (i) any change, or any development involving a prospective change, in or affecting particularly confirming that they are independent public accountants with respect to the business or properties Company and its subsidiaries within the meaning of PHH or VMS which, in the judgment Rule 101 of the Representatives, materially impairs the investment quality Code of Professional Conduct of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of AICPA and payment for the Securities; its interpretations and rulings thereunder, (ii) any suspension stating, as of the date of the Bring- Down Letter (or, with respect to matters involving changes or limitation developments since the respective dates as of trading which specified financial information is given in securities generally on the New York Stock Exchange or any setting Offering Memorandum, as of minimum prices for trading on a date not more than three business days prior to the date of the Bring-Down Letter), that the conclusions and findings of such exchange; accountants with respect to the financial information and other matters covered by the Initial Letter are accurate and (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by confirming in all material respects the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services conclusions and findings set forth in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto)Initial Letter. (h) The Representatives Company shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed furnished to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge opinion, (i) the representations and warranties of Offering Memorandum, including the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date ordocuments incorporated therein by reference, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS since the date of the Offering Memorandum, no event has complied with all agreements and satisfied all conditions on its part to be performed occurred which should have been set forth in a supplement or satisfied hereunder or under the Transaction Documents at or prior amendment to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. misleading and (tC) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) knowledge, as of the Closing Date, the representations and warranties of Holdings the Company in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and as of in all material respects, the dates specified in such Transaction Documents; (ii) Holdings Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iii) subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change in the financial position or results of operation of the Company or any of its subsidiaries, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, except at set forth in the Offering Memorandum. (i) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of the Company. (j) The Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (k) If any event shall have occurred that requires the Company under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (l) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchasers would (m) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt or any change, businessor any development involving a prospective change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations, business or prospects of Holdings except the Company and its subsidiaries taken as set forth or contemplated a whole, the effect of which, in any such case described above, is, in the Time judgment of Sale Informationthe Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). (un) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body which would, as of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which prevent the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as issuance or sale of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing DateSecurities; and (iii) subsequent to the date as no injunction, restraining order or order of which information is given in the Time any other nature by any federal or state court of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives competent jurisdiction shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular issued as of the Closing Date do notwhich would prevent the issuance or sale of the Securities. (o) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Company's other debt securities or preferred stock by any "nationally recognized statistical rating organization", include any untrue statement as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Securities or any of the Company's other debt securities or preferred stock. (p) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or in the over-the-counter market shall have been suspended or limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Company on any exchange or in the over-the-counter market shall have been suspended or (ii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities or (iii) an outbreak of escalation of hostilities or a declaration by the United States of a national emergency or war or (iv) a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order to make the statements thereinUnited States shall be such) the effect of which, in the light case of clause (iii) or (iv), is, in the judgment of CSI on behalf of the circumstances under which Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the Securities on the terms and in the manner contemplated by this Agreement and in the Offering Memorandum (exclusive of any amendment or supplement thereto). All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they were made, not misleadingare in form and substance reasonably satisfactory to counsel for the Initial Purchasers. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are to purchase and pay for the Original Notes, as provided for in this Agreement, shall be subject to the accuracy, on and as satisfaction of the date hereof and the Closing Date, following conditions prior to or concurrently with such purchase: (a) All of the representations and warranties of the IssuerIssuer and Parent contained in this Agreement shall be true and correct, PHH or true and VMS contained hereincorrect in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and, in each case after giving effect to the accuracy Merger and the transactions contemplated thereby, on the Closing Date, except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Issuer and Parent shall have performed or complied with all of the statements of the Issuer, PHH, Holdings agreements contained in this Agreement and VMS and their respective officers made in any certificates delivered pursuant hereto, required to be performed or complied with by them at or prior to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions:Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by not later than 5:00 P.M.p.m., New York City time, on the fourth Business Day prior to day following the Closing Date; date of this Agreement or at such later date and no time as the Initial Purchasers may agree. No stop order suspending the sale qualification or exemption from qualification of the Securities Original Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bc) None of the Initial Purchasers No action shall have discovered been taken and disclosed to the Issuerno statute, PHH rule, regulation or VMS on order shall have been enacted, adopted or prior to the Closing Date issued by any governmental agency that (i) the Time of Sale Informationwould, as of the Time Closing Date, prevent the issuance of Sale, contained an untrue statement the Original Notes or consummation of a fact which, the Exchange Offer; except as disclosed in the opinion of counsel for Offering Memorandum, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light best knowledge of the circumstances under which they were madeIssuer and Parent, not misleadingthreatened against the Issuer, the Company, Parent and/or any Subsidiary before any court or (ii) arbitrator or any governmental body, agency or official that, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and no stop order preventing the Time use of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued. (d) As of November 30, 1997, neither, the Company, nor any Subsidiary had any material liabilities or obligations, direct or contingent, that were not set forth in the Company's consolidated balance sheet as of November 30, 1997 or in the notes thereto set forth in the Offering Memorandum. Since November 30, 1997, except as set forth or contemplated in the Offering Memorandum, (a) none of the Issuer, the Company, Parent or any Subsidiary has (1) incurred any liabilities or obligations, direct or contingent, that would reasonably be expected to have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there has not been any event or development in respect of the business or condition (financial or other) of the Company and its Subsidiaries that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (c) there has been no dividend or distribution of any kind declared, paid or made by the Company or any Subsidiary on any class of their capital stock. (e) The Initial Purchasers shall have received certificates, dated the Closing Date, signed by two authorized officers of each of the Issuer and Parent confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 8. (f) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date, addressed to the Initial Purchasers, of Xxxxxx, Xxxxx & Xxxxx, counsel to the Issuer, the Guarantors and the Company, in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. (g) The Initial Purchasers shall have received on the Closing Date an opinion (satisfactory in form and substance to the Initial Purchasers) dated the Closing Date of Xxxxx Xxxx & Xxxxxxxx, special counsel to the Initial Purchasers, covering such matters as are customarily covered in such opinions. In addition, such counsel shall state that they have participated in discussions with your representatives, representatives of the Issuer and the Guarantors and their counsel and independent public accountants concerning the preparation of the Offering Memorandum. Such counsel shall state that, although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements in the Offering Memorandum, on the basis of the foregoing (relying as to materiality to a large extent upon officers or other representatives of the Issuer and the Company and upon your representations), no facts have come to their attention that lead such counsel to believe that the Offering Memorandum (other than the financial statements and other financial and statistical data contained therein as to which such counsel need express no belief), on the date of such Offering Memorandum and as of the date of the time of purchase, contained or contains an untrue statement of a material fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted or omits to state any act which, in the opinion of such counsel, is a material and is required to be stated therein or is fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ch) All corporate proceedings and other legal matters incident Prior to the authorizationexecution of this Agreement, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter "comfort letter" from S&P stating that each of KPMG Peat Marwick LLP and Deloitte & Touche LLP, independent public accountants for the Securities have received a rating Company, dated as of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery date of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives Initial Purchasers and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers. In addition, in as of the form of Exhibit E attached hereto. (n) The Representatives Closing Date, the Initial Purchasers shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, a "bring-down comfort letter" from Deloitte & Touche LLP in form and substance satisfactory to the Representatives Initial Purchasers and counsel to counsel for the Initial Purchasers covering the same items and matters as covered in their "comfort letter" but as of a date that is not more than three days prior to the date thereof and any changes and additions to the Preliminary Offering Memorandum that were made producing the Offering Memorandum. (i) The Issuer and each of the Guarantors shall have entered into the Notes Indenture and the Initial Purchasers shall have received copies, conformed as executed, thereof. (j) The Issuer shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Issuer and each of the Guarantors shall have entered into the Credit Agreement, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (l) The Initial Purchasers shall have received on the Closing Date a certificate from the Company dated the Closing Date as to the solvency of the Company and its Subsidiaries, addressed to the Initial Purchasers and to the effect that none lenders in connection with the Issuer and Guarantors entering into the Credit Agreement. (m) Simultaneously with the purchase by the Initial Purchasers of the Origination TrustOriginal Notes under this Agreement, Holdings nor the Initial Purchasers shall have consummated the Preferred Stock Offering. (n) Prior to or simultaneously with the closing of the transactions contemplated by this Agreement, the Acquisition shall have been consummated or will be consummated and the Issuer shall have been merged into, or on the Closing Date will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposesmerged into, the Company. (o) The Representatives Initial Purchasers shall have received an opinion been furnished with copies of Drinker Xxxxxx such documents as they may reasonably request and all closing documents from the closings of the transactions contemplated hereby. (p) Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity any of the Securities and such other matters as the Representatives may reasonably requestrepresentations, warranties or conditions contained in this Agreement. (q) The Representatives Original Notes shall have received an opinion of be eligible for trading in the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial PurchasersPORTAL market upon issuance. (r) The Representatives Notes shall have received a certificate initially been assigned ratings of "B-" and "B3" by Standard & Poor's Rating Services and Xxxxx'x Investors Service, Inc., respectively, and no such rating shall have been downgraded or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and placed on any Transaction Documents to which the Issuer is a party are true and correct on and "watch list" for possible downgrading as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made herein in any certificates delivered pursuant heretoall material respects, to the performance by the Issuer, PHH Company and VMS the Guarantors of their respective obligations hereunderhereunder in all material respects, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersXxxxxx & Xxxxxxx LLP, is material or omitted omits to state any a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Transaction Documents Indenture, the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents this Agreement and the transactions contemplated thereby, hereby shall be reasonably satisfactory in all material respects to the Representatives; Xxxxxx & Xxxxxxx LLP, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Guarantors shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dc) The Issuer Xxxxxxxx & Xxxxx LLP shall have furnished to the Representatives (x) a letter from Deloitte and ToucheInitial Purchasers its written opinion, LLPas counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, substantially in the form of Exhibit B hereto and Xxxxxxxx Xxxxxxx LLP shall have furnished to the Initial Purchasers its written opinion, as Virginia local counsel, addressed to the Initial Purchasers and dated the Closing Date, substantially in the form of May 29Exhibit C hereto. (d) The Initial Purchasers shall have received from Xxxxxx & Xxxxxxx LLP, 2009counsel for the Initial Purchasers, such negative assurance letter or letters, opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Notes, the Offering Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) At the time of execution of this Agreement, the Initial Purchasers shall have received from Ernst & Young LLP a letter, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLPInitial Purchasers, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in connection with similar offerings. (f) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Initial Purchasers concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Initial Purchasers a letter (the “bring-down letter”), of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (g) At the time of execution of this Agreement, the Initial Purchasers shall have received from KPMG LLP a letter, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Origination Trust Assets allocated Securities Act and are in compliance with the applicable requirements relating to the Lease SUBI Portfolio qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and concerning (ii) stating, as of the accountingdate hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and statistical findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in connection with similar offerings. (h) With respect to the letter of KPMG LLP referred to in the preceding paragraph and delivered to the Initial Purchasers concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Initial Purchasers a letter (the “bring-down letter”), of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (i) Neither the Company, any Guarantor nor any of their respective subsidiaries shall have sustained, since the date of the latest audited financial statements included in the Offering Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or incorporated by reference contemplated in the Final Offering CircularMemorandum; and, since such date, there shall not have been any change in the capital stock (other than grants or exercises of stock options pursuant to employee stock option plans or other employee benefit plans from shares reserved for issuance under such plans) or long-term debt (other than scheduled principal payments on its senior credit facility, the partial tender for its existing 123/4% senior subordinated notes due 2009 and the refinancing of its previous senior credit facility) of the Company, any Guarantor or any of their respective subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company, any Guarantors and their respective subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum. (ej) The Indenture Supplement Company and each Guarantor shall have been duly executed furnished or caused to be furnished to the Initial Purchasers on the Closing Date certificates of officers of the Company and delivered each Guarantor satisfactory to the Initial Purchasers as to the accuracy of the representations and warranties of the Company and each Guarantor herein at and as of the Closing Date, as to the performance by the Issuer Company and each Guarantor of all of their obligations hereunder to be performed at or prior to the Indenture Trustee, Closing Date and as to such other matters as the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture TrusteeInitial Purchasers may reasonably request. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (gk) Subsequent to the execution and delivery of this AgreementAgreement (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or in the over-the-counter market, or trading in any setting securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices for trading shall have been established on any such exchangeexchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (iiiii) any a banking moratorium on commercial banking activities shall have been declared by federal Federal or New York state authorities; (iviii) an outbreak or escalation of hostilities or a declaration by the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in war by the United States; or (viiv) there shall have occurred any other substantial national or international calamity or emergency the effect of whichcrisis or such a material adverse change in general economic, political or financial conditions in the case of this clause (vi)United States, isas to make it, in the judgment of the RepresentativesInitial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the completion public offering or delivery of the sale of and payment for Notes being delivered on the Securities Closing Date on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial PurchasersMemorandum. (m) The Representatives Prior to or concurrently with the Closing, the Company shall have received an opinion obtained consents from and purchased at least a majority of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed ’s outstanding 12-3/4% senior subordinated notes due 2009 pursuant to the Initial Purchasersterms of the offer to purchase and consent solicitation statement dated August 8, 2005. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, provisions hereof only if they are in form and substance reasonably satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx Xxxxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchaser hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of each of the Issuer, PHH Issuers and VMS Millbrook contained herein, to the accuracy of the statements of each of the Issuer, PHH, Holdings Issuers and VMS Xxxxxxxxx and their respective officers made in any written certificates delivered pursuant hereto, to the performance by each of the Issuer, PHH Issuers and VMS Xxxxxxxxx of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, Purchaser as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchaser may agree; and no stop order suspending the sale of the Securities in any jurisdiction by any governmental authority or regulatory body shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatenedthreatened in writing. (b) None of the The Initial Purchasers Purchaser shall not have discovered and disclosed to Holdings or the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersPurchaser, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchaser, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Issuers shall have furnished to the Representatives Initial Purchaser all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Xxxxxx Xxxxxx Flattau & Klimpl, LLP shall have furnished to the Representatives Initial Purchaser a written opinion, as counsel to the Issuers, addressed to the Initial Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, substantially to the effect set forth in Annex B hereto. In addition such opinion letter shall include appropriate opinions with respect to the Holdings Escrow Agreement and the security interests granted thereunder. (xe) The Initial Purchaser shall have received from Xxxxxx Xxxxxx & Xxxxxxx (a partnership including a professional corporation), counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to such matters as the Initial Purchaser may reasonably require, and the Issuers shall have furnished to such counsel such documents and information as they request for the purpose of enabling them to pass upon such matters. (f) Holdings shall cause to be furnished to the Initial Purchaser (i) a "comfort" letter from Deloitte and Toucheof Xxxxxx Xxxxxxxx, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers Purchaser and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchaser, concerning certain agreedsubstantially to the effect set forth in Annex C hereto and (ii) a "bring-upon procedures performed in down" letter of Xxxxxx Xxxxxxxx, LLP, addressed to the Initial Purchaser and dated the Closing Date (A) confirming that they are independent accountants with respect to Manischewitz and its subsidiaries within the meaning of Rule 101 of the Origination Trust Assets allocated Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, (B) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the Lease SUBI Portfolio date of the bring-down letter), that the conclusions and concerning findings of such auditors with respect to the accounting, financial information and statistical information other matters covered by the initial "comfort" letter are accurate and (C) confirming in all material respects the conclusions and findings set forth or incorporated by reference in the Final Offering Circulartheir initial "comfort" letter. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent Holdings shall cause to be furnished to the execution and delivery of this Agreement, there shall not have occurred any of the following: Initial Purchaser (i) any changea "comfort" letter of Deloitte & Touche, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral Purchaser and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasersdate hereof, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and Purchaser, substantially to the effect that none set forth in Annex D hereto and (ii) a "bring-down" letter of the Origination TrustDeloitte & Touche, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel addressed to PHH Funding, LLC (the “Intermediary”), Initial Purchaser and dated the Closing Date (A) confirming that they are independent auditors with respect to Holdings and addressed to its subsidiaries within the Initial Purchasersmeaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, in form and substance satisfactory to (B) stating, as of the Representatives and to counsel for date of the Initial Purchasers. bring-down letter (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasersor, with respect to matters involving changes or developments since the validity respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the Securities bring-down letter), that the conclusions and findings of such auditors with respect to the financial information and other matters as covered by the Representatives may reasonably requestinitial "comfort" letter are accurate and (C) confirming in all material respects the conclusions and findings set forth in their initial "comfort" letter. (qh) The Representatives Each of the Issuers shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received Purchaser a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge (i) opinion, the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any material a ma- terial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two , and since the date of the managersOffering Memorandum, President, any Vice President and the Treasurer of VMS, dated the Closing Date, no event has occurred which should have been set forth in which such officers shall state that, a supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. misleading and (tC) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of made by Holdings and its subsidiaries in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and as of in all material respects (except to the dates specified in extent any such Transaction Documents; (ii) representation or warranty applied to a specific date), Holdings has complied or has caused each of its subsidiaries to comply with all agreements and satisfied all conditions on its their part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iii) subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change in the financial position or results of operation of Holdings or any of its subsidiaries or, to the knowledge of the Issuers and Millbrook, Manischewitz or any of its subsidiaries, or any change in or affecting the condition (financial or otherwise), results of operations or business, as presently conducted or currently contemplated, of the Company and its subsidiaries taken as a whole or Manischewitz and its subsidiaries taken as a whole, except as set forth in the Offering Memorandum. (i) The Initial Purchaser shall have received a counterpart of each of the Holdings Registration Rights Agreement and the Company Registration Rights Agreement which shall have been executed and delivered by duly authorized officers of each of the Issuers and Millbrook and Xxxxxxxxxxxx, to the extent each is a party thereto. (j) The Indentures shall have been duly executed and delivered by each of the Issuers and Xxxxxxxxx and Xxxxxxxxxxxx, to the extent each is a party thereto, and by the trustee, and the Securities shall have been duly executed and delivered by each of the Issuers and Millbrook and Xxxxxxxxxxxx, as applicable, and duly authenticated by the trustee. (k) The Securities shall have been approved by the NASD for trading in The Portal Market. (l) If any event shall have occurred that requires the Issuers under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchaser shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchaser reasonably in advance of the Closing Date. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchaser would materially impair the ability of the Initial Purchaser to purchase, hold or effect resales of the Securities as contemplated hereby. (n) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt (except as described in the Offering Memorandum) or any change, businessor any development involving a prospective change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation of Holdings except operations or business, as set forth presently conducted or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMScurrently contemplated, in its capacity as Servicer of the Origination TrustCompany and its subsidiaries taken as a whole, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse development involving a prospective change in or affecting the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or ), results of operation operations or business, as presently conducted or currently contemplated, of Manischewitz and its subsidiaries, the effect of which, in any such case described above, is, in the reasonable judgment of the Origination Trust except Initial Purchaser, so material and adverse as set forth to make it impracticable or contemplated inadvisable to proceed with the sale or delivery of the Securities on the terms and in the Time manner contemplated by this Agreement and the Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto). (vo) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body which would, as of PHH, dated the Closing Date, in which such officers shall state that, to prevent the best issuance or sale of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as any of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHHSecurities; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as no injunction, restraining order or order of its date did not, the Time any other nature by any federal or state court of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular competent jurisdiction shall have been issued as of the Closing Date do notwhich would prevent the issuance or sale of the Securities. (p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Issuers' other debt securities or preferred stock by any "nationally recognized statistical rating organization", include any untrue statement as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Securities or any of the Issuers' other debt securities or preferred stock. (q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the- counter market shall have been suspended or limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Issuers on any exchange or in the over-the-counter market shall have been suspended or (ii) any general moratorium on commercial banking activities shall have been declared by federal or New York state authorities or (iii) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or (iv) a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order to make the statements thereinUnited States shall be such) the effect of which, in the light case of this clause (iv), is, in the reasonable judgment of the circumstances under which they were madeInitial Purchaser, not misleadingso material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the Securities on the terms and in the manner contemplated by this Agreement and in the Offering Memorandum (exclusive of any amendment or supplement thereto). (wr) The Issuer Amended Credit Agreement shall have one been duly executed and delivered by each party thereto. There shall exist at and as of the Closing Date (after giving effect to the Transactions) no condition that would constitute a default (or more interest rate caps an event that satisfy with notice, a lapse of time, or both, would constitute a default) under the requirements Amended Credit Agreement. (s) The Stock Contribution shall have been duly consummated. (t) The Acquisition shall have been consummated concurrently with the issuance and sale of Section 5A.11the Securities and the Guarantees by the Issuers and Millbrook and Manischewitz, as the case may be. The Initial Purchaser shall have received conformed counterparts of all documents and agreements entered into or received in connection with the consummation of the Acquisition. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchaser.

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Issuer and VMS Holdings contained herein, to the accuracy of the statements of the Issuer, PHH, Issuer and Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Issuer and VMS Holdings of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Issuer on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact whichthat, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Issuer and the Origination Trust Holdings shall have furnished to the Representatives Initial Purchasers and their counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) Xxxxxxx Xxxxxxx & Xxxxxxxx shall have furnished to the Initial Purchasers their written opinion, as counsel to the Issuer and Holdings, and Xxxxxxx X. Xxxxxxxxx, Esq., as General Counsel for the Issuer, shall have furnished to the Initial Purchasers his written opinion, in each case addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and substantially to the effect set forth in Annexes C-1 and C-2 hereto, respectively. (e) The Initial Purchasers shall have received from Cravath, Swaine & Xxxxx and Xxxxx, Xxxxx & Xxxxx, each counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Issuer shall have furnished to such counsel such documents and information as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Issuer shall have furnished to the Representatives Initial Purchasers (xi) a letter from of Deloitte and Touche, LLP, addressed to & Touche LLP ("D&T") (the "D&T Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information Letter") and (yii) a letter from Deloitte and Toucheof Xxxxx & Young LLP (the "E&Y Initial Letter" and, LLPtogether with the D&T Initial Letter, the "Initial Letters"), addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering CircularAnnex B-1 and B-2, respectively, hereto. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities The Issuer shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed furnished to the Initial Purchasers in a letter (the form "D&T Bring-Down Letter") of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and D&T addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date confirming that they are independent public accountants with respect to Holdings and addressed to its subsidiaries within the Initial Purchasers, in the form meaning of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none Rule 101 of the Origination TrustCode of Professional Conduct of the AICPA and its interpretations and rulings thereunder, Holdings nor stating, as of the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. date of the Bring-Down Letter (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasersor, with respect to matters involving changes or developments since the validity respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the Securities Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters as covered by the Representatives may reasonably requestInitial Letter furnished by D&T are accurate and confirming in all material respects the conclusions and findings set forth in such Initial Letter. (qh) The Representatives Each of the Issuer and Holdings shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received Purchasers a certificate or certificates signed by two managers or officers of the Issuercertificates, dated the Closing Date, of its chief financial officer and another authorized officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge (i) opinion, the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two , and since the date of the managersOffering Memorandum, President, any Vice President and the Treasurer of VMS, dated the Closing Date, no event has occurred that should have been set forth in which such officers shall state that, a supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (tC) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings the Issuer or Holdings, as applicable, in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and in all material respects; the Issuer or Holdings, as of the dates specified in such Transaction Documents; (ii) Holdings applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; Date and (iiiD) subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Holdings and its subsidiaries whether or not arising in the ordinary course of business. (i) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of the Issuer and Holdings. (j) The Indenture shall have been duly executed and delivered by the Issuer, Holdings and the Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Trustee. (k) The Securities shall have been approved by the NASD for trading in the PORTAL Market. (l) If any event shall have occurred that requires the Issuer under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission that in the reasonable judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Securities as contemplated hereby. (n) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt or any change, businessor any development involving a prospective change, propertiesin or affecting the condition, key personnel, capitalization, condition (financial or otherwise) , or results of operation in the earnings, business affairs or business prospects of Holdings except as set forth and its subsidiaries whether or contemplated not arising in the Time ordinary course of Sale Informationbusiness, the effect of which, in any such case described above, is, in the reasonable judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). (uo) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body that would, as of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which prevent the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as issuance or sale of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing DateSecurities; and (iii) subsequent to the date as no injunction, restraining order or order of which information is given in the Time any other nature by any federal or state court of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives competent jurisdiction shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular issued as of the Closing Date do notwhich would prevent the issuance or sale of the Securities. (p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Issuer's other debt securities or preferred stock by any "nationally recognized statistical rating organization", include any untrue statement as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Securities or any of the Issuer's other debt securities or preferred stock. (q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Issuer on any exchange or in the over-the-counter market shall have been suspended or (ii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities or (iii) an outbreak or escalation of hostilities involving the U.S. or a declaration by the United States of a national emergency or war or (iv) a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order to make the statements thereinUnited States shall be such) the effect of which, in the light case of this clause (iv) is, in the judgment of the circumstances under which Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the Securities on the terms and in the manner contemplated by this Agreement and in the Offering Memorandum (exclusive of any amendment or supplement thereto). All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they were made, not misleadingare in form and substance reasonably satisfactory to counsel for the Initial Purchasers. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS and their respective its officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall Hunton & Willxxxx xxxll have furnished to the Representatives (x) a letter from Deloitte and ToucheInitial Purchasers their written opinion, LLPas counsel to the Company, addressed to the Initial Purchasers and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annex B hereto. (e) The Initial Purchasers shall have received from Simpxxx Xxxxxxx & Xartxxxx, xxunsel for the Initial Purchasers, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents and information as they request for the purpose of Sale Information and enabling them to pass upon such matters. (yf) The Company shall have furnished to the Initial Purchasers (i) a letter from Deloitte and Touche, (the "Initial Letter") of Ernst & Young LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral Annex C hereto and (ii) the negative assurances set forth therein with respect to the Time a letter of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx Coopers & Case LLPLybrxxx, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to xxrmitting reliance by the Initial Purchasers, in form and substance satisfactory to the Representatives and Initial Purchasers, relating to counsel for the financial information included in the Offering Memorandum with respect to the PCL Facility (as defined in the Offering Memorandum). (g) The Company shall have furnished to the Initial Purchasers a letter (the "Bring-Down Letter") of Ernst & Young LLP, addressed to the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed (i) confirming that they are independent public accountants with respect to the Initial PurchasersCompany and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, in form and substance satisfactory to (ii) stating, as of the Representatives and to counsel for date of the Initial Purchasers. Bring-Down Letter (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasersor, with respect to matters involving changes or developments since the validity respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the Securities Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters as covered by the Representatives may reasonably requestInitial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter. (qh) The Representatives Company shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received Purchasers a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge (i) opinion, the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two , and since the date of the managersOffering Memorandum, President, any Vice President and the Treasurer of VMS, dated the Closing Date, no event has occurred which should have been set forth in which such officers shall state that, a supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. misleading and (tC) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings the Company in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and as of in all material respects, the dates specified in such Transaction Documents; (ii) Holdings Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iii) subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change in the financial position or results of operation of the Company or any of its subsidiaries, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Offering Memorandum. (i) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by duly authorized officers of the Company. (j) The Indenture shall have been duly executed and delivered by the Company and the Trustee, and the Notes shall have been duly executed and delivered by the Company and duly authenticated by the Trustee, as applicable. (k) The Notes shall have been approved by the NASD for trading in the PORTAL Market. (l) If any event shall have occurred that requires the Company under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Notes as contemplated hereby. (n) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt or any change, businessor any development involving a prospective change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations, business or prospects of Holdings except the Company and its subsidiaries taken as set forth or contemplated a whole, the effect of which, in any such case described above, is, in the Time judgment of Sale Informationthe Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). (uo) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body which would, as of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which prevent the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as issuance or sale of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing DateNotes; and (iii) subsequent to the date as no injunction, restraining order or order of which information is given in the Time any other nature by any federal or state court of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives competent jurisdiction shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular issued as of the Closing Date do not, include any untrue statement of a material fact which would prevent the issuance or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances under which they were made, not misleadingNotes. (wp) The Issuer Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have one occurred in the rating accorded the Notes or more interest rate caps any of the Company's other debt securities or preferred stock by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that satisfy it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the requirements Notes or any of Section 5A.11the Company's other debt securities or preferred stock. (q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made satisfaction (or waiver by SG Cowen in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each its sole discretion) of the following additional terms and conditionsconditions on or prxxx xx xhe Closing Date: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities Notes or Guarantee in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH Company or VMS to the Issuer on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents Offering Memorandum and the Final Offering Circular, and all other legal matters relating to the Transaction Documents this Agreement and the transactions contemplated thereby, hereby shall be reasonably satisfactory in all material respects to counsel for the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Issuer shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to On the Representatives (x) a letter from Deloitte and ToucheClosing Date, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, shall have received the opinion in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio Initial Purchasers and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed counsel to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named thereinPurchasers, dated the Closing Date and addressed to the Initial Purchasers in the form as of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, of (i) O'Melveny & Myers LLP, United States counsel for the Company anx xxx Issuer, in the form of Exhibit E attached Annex II hereto, and (ii) Heenan Blaikie LLP, Canadian counsel for the Companx xxx txx Xxxxer, in the form of Annex III hereto. (ne) The Representatives Initial Purchasers shall have received an opinion from each of DLA Piper LLP, Maryland local counsel to Ernst & Young LLP and PricewaterhouseCoopers LLP comfort letters dated each of the Issuer date hereof and VMS, dated the Closing Date and addressed to the Initial PurchasersDate, in form and substance reasonably satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (pf) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Company and the Issuer contained in this Agreement and any Transaction Documents to which the Issuer is a party are shall be true and correct on and as of the Closing Date or, in the case of the representations date hereof and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements Closing Date as if made on and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to as of the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation statements of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, Company's and the Time of Sale Information and Issuer's officers made pursuant to any certificate delivered in accordance with the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives provisions hereof shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are be true and correct on and as of the Closing Date or, in the case of the representations date made and warranties in the Transaction Documents, on and as of the dates specified in such agreementsClosing Date; (ii) VMS has complied with the Company and the Issuer shall have performed all applicable covenants and agreements and satisfied all conditions on its their part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date of the most recent financial statements in such Memorandum there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (h) On the Closing Date, the Initial Purchasers shall have received a letter (the "bring- down letter") from each of Ernst & Young LLP and PricewaterhouseCoopers LLP, respectively, addressed to the Initial Purchasers and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time Offering Memorandum as of Sale Informationa date not more than three business days prior to the date of the bring-down letter), there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (conclusions and findings of such firm with respect to the financial or otherwise) or results information and other matters covered by its letter delivered to the Initial Purchasers concurrently with the execution of operation of Holdings except as set forth or contemplated in the Time of Sale Informationthis Agreement pursuant to Section 6(e). (ui) The Representatives Company shall have received furnished to the Initial Purchasers a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trustcertificate, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge Chairman of the Board, its President or a Vice President and its chief financial officer stating that (i) such officers have carefully examined the representations and warranties regarding Offering Memorandum and, in their opinion, the Origination Trust in the Transaction Documents are true and correct on and Offering Memorandum, as of its date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the dates specified in such Transaction Documents; statements therein not misleading, (ii) since the Origination Trust date of the Offering Memorandum no event has complied with all agreements and satisfied all conditions on its part to be performed occurred which should have been set forth in a supplement or satisfied hereunder or under the Transaction Documents at or prior amendment to the Closing Date; and Offering Memorandum, (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) after reasonable investigation, as of the Closing Date, the representations and warranties of PHH the Company and the Issuer in this Agreement are true and correct on and as each of the dates specified herein; (ii) PHH Company and the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; , and (iiiiv) subsequent to the date as of which information is given the most recent financial statements included in the Time of Sale InformationOffering Memorandum, there has not been any no material adverse change in the general affairsfinancial position or results of operation of the Company and its subsidiaries, businessor any change, propertiesor any development including a prospective change, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations or business of PHH; the Company and its subsidiaries taken as a whole, except as set forth in the Offering Memorandum. (ivj) nothing has come Subsequent to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as date hereof, none of the Company or any of its date did notsubsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the Time of Sale Information aggregate, has or would be reasonably likely to have a Material Adverse Effect. (k) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Time Closing Date, prevent the issuance or sale of Sale did notthe Notes; and no injunction, the Final Offering Circular as restraining order or order of its date did not, and the Time any other nature by any federal or state court of Sale Information and the Final Offering Circular competent jurisdiction shall have been issued as of the Closing Date do notwhich would prevent the issuance or sale of the Notes. (l) Subsequent to the execution and delivery of this Agreement (i) no downgrading, include including any untrue statement negative outlook, shall have occurred or been threatened to occur in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of any of the Company's debt securities. (m) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order the United States shall be such) as to make the statements thereinit, in the light judgment of a majority in interest of the circumstances Initial Purchasers, impracticable or inadvisable to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum. (n) The Indenture shall have been duly executed and delivered by the Company, the Issuer, and the Trustee, and the Notes and the Guarantee thereof shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (o) The Issuer, the Company and the Initial Purchasers shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts conformed as executed, thereof, and such agreement shall be in full force and effect. (p) Prior to the Closing Date, the Required Lenders (as defined in the Credit Agreement) shall have consented to the issuance of the Notes in accordance with the terms of the Credit Agreement. (q) Prior to the Closing Date, the Company and the Issuer will enter into the Contribution Agreement, involving the provision of the Common Shares by the Company to the Issuer to satisfy the conversion rights under which the Notes. (r) Prior to the Closing Date, the New York Stock Exchange and the Toronto Stock Exchange shall have conditionally approved the listing of the Common Shares in accordance with the requirements of such exchange. (s) The Notes shall have been approved by the NASD for trading in the PORTAL Market and shall have been cleared for settlement at DTC. (t) All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they were madeare in form and substance reasonably satisfactory to counsel for the Initial Purchasers. (u) The Initial Purchasers shall have received an opinion, not misleadingdated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, of Paul, Hastings, Janofsky & Walker LLP, counsel for the Initial Purchasers, relxxxxx to this Agreement and such other related matters as the Initial Purchasers may require. (v) The Issuer and the Company shall have furnished or caused to be furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may have reasonably requested. (w) The Issuer Each of the officers listed in Annex I shall have one furnished to the Initial Purchasers a letter, substantially in the form of Exhibit I hereto (with such changes as may be approved by SG Cowen), pursuant to which each such person shall xxxx xxxxxx not to directly or more interest rate caps that satisfy indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any Common Shares, Notes or securities convertible into or exercisable or exchangeable for Common Shares or the requirements Notes for a period ending December 28, 2004, without the prior written consent of Section 5A.11the Initial Purchasers and each such letter shall not have been revoked, amended or modified.

Conditions of Initial Purchasers’ Obligations. The respective several obligations of the several Initial Purchasers hereunder Purchasers' are subject to the accuracy, on and accuracy as of the date hereof and as of the Closing Date, Date of the representations and warranties of the Issuer, PHH and VMS Operating Partnership contained herein, to the accuracy of the statements of officers of the Issuer, PHH, Holdings and VMS and their respective officers Operating Partnership or any Subsidiary made in any certificates certificate delivered pursuant heretoto the provisions hereof, to the performance by the Issuer, PHH Operating Partnership of all of its covenants and VMS of their other obligations hereunder, and to each of the following additional terms and further conditions: (ai) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Operating Partnership on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel for the Initial Purchasers, is material or omitted omits to state any a fact which, in the reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cii) All consents, waivers and approvals (including, but not limited to, the consents, waivers and approvals referenced below) necessary for the transactions contemplated by this Agreement, the Indenture and the Registration Rights Agreement, except as may be required under the Securities Act or the Trust Indenture Act, shall have been obtained and shall be in full force and effect at the Closing Date. (iii) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Transaction Documents Registration Rights Agreement, the Securities and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents thereto and the transactions contemplated thereby, thereby shall be satisfactory in all material respects to counsel for the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Operating Partnership shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (db) The Issuer shall have furnished to At the Representatives (x) a letter from Deloitte and ToucheClosing Date, LLP, addressed to the Initial Purchasers and shall have received the opinion, dated as of May 29the applicable Closing Date, 2009of Shaw, Xxttman, Pottx & Xrowxxxxxx, xxunsel for the Operating Partnership and the Subsidiaries in form and substance satisfactory to counsel for the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect together with signed or reproduced copies of such letter for each of the Origination Trust Assets allocated other Initial Purchasers, to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular.that: (i) The Representatives shall have received an opinion of Xxxxx & Case LLPOperating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Act. The Operating Partnership has full partnership power and authority to own, special counsel lease and operate its properties, to conduct the Issuer, dated the Closing Date and addressed business in which it is engaged or proposes to the Initial Purchasers engage as described in the form Offering Memorandum and to enter into and perform its obligations under this Agreement, the Partnership Agreement, the Indenture and the Registration Rights Agreement (collectively, the "Listed Agreements"), and the Securities. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in Texas, Colorado, Arizona, New Mexico, Louisiana, Nebraska and each other jurisdiction in which such qualification or registration is required, whether by reason of Exhibit B attached heretothe ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Operating Partnership, the Subsidiaries and the Residential Development Corporations considered as one enterprise. CGP, Inc., a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. (jii) The Representatives shall have received an opinion Each of Xxxxxx X. XxxxxxCrescent Real Estate Funding I, Senior Vice President L.P., Crescent Real Estate Funding II, L.P., Crescent Real Estate Funding III, L.P., Crescent Real Estate Funding IV, L.P., Crescent Real Estate Funding V, L.P., Crescent Real Estate Funding VI, L.P., Crescent Real Estate Funding VII and General Counsel any other Subsidiary that would be considered a "Significant Subsidiary" as defined in Article 1, Rule 1--02 of VMS, dated the Closing Date and addressed Regulation S-X promulgated pursuant to the Initial Purchasers Securities Act (collectively, the "SIGNIFICANT SUBSIDIARIES") has been organized and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of its respective state of organization, with full corporate, partnership or limited liability company (as the case may be) power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion Offering Memorandum, and to enter into and perform its obligations under any Listed Agreements to which it is a party. Each of the General Counsel of PHHSignificant Subsidiaries and the Residential Development Corporations is duly qualified as a foreign corporation, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Companylimited partnership or limited liability company, as Origination Trusteethe case may be, to transact business and special Delaware counsel for the Issueris in good standing in each jurisdiction in which such qualification is required, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none whether by reason of the Origination Trustownership or leasing of property or the conduct of business, Holdings nor except where the Issuer will be treated as an association taxable as failure to so qualify would not have a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in effect on the general affairscondition, business, properties, key personnel, capitalization, condition (financial or otherwise) , or results of operation the earnings, assets, business affairs or business prospects of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did notOperating Partnership, the Time of Sale Information Significant Subsidiaries and the Residential Development Corporations considered as one enterprise. All of the Time issued and outstanding shares of Sale did not, capital stock of each of the Final Offering Circular as of its date did not, corporate Significant Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. The ownership by the Operating Partnership and the Time of Sale Information and the Final Offering Circular as Significant Subsidiaries of the Closing Date do notshares of capital stock or limited partnership or equity interests, include any untrue statement as the case may be, of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light each of the circumstances under which they were madeSignificant Subsidiaries is free and clear of any security interest, not misleadingmortgage, pledge, lien, encumbrance, claim or equity. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchaser hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made herein in any certificates delivered pursuant heretoall material respects, to the performance by the Issuer, PHH Company and VMS the Guarantors of their respective obligations hereunderhereunder in all material respects, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) Initial Purchaser shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersXxxxxx & Xxxxxxx, is material or omitted omits to state any a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Transaction Documents Indenture, the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents this Agreement and the transactions contemplated thereby, hereby shall be reasonably satisfactory in all material respects to the Representatives; Xxxxxx & Xxxxxxx, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Guarantors shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dc) The Issuer Xxxxxxxx & Xxxxx shall have furnished to the Representatives (x) a letter from Deloitte and ToucheInitial Purchaser its written opinion, LLPas counsel to the Company, addressed to the Initial Purchasers Purchaser and dated the Closing Date, substantially in the form of Exhibit C hereto. (d) The Initial Purchaser shall have received from Xxxxxx & Xxxxxxx, counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Notes, the Offering Memorandum and other related matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of May 29enabling them to pass upon such matters. (e) At the time of execution of this Agreement, 2009the Initial Purchaser shall have received from Ernst & Young a letter, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLPInitial Purchaser, addressed to the Initial Purchasers Purchaser and dated the date hereof, hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in form and substance satisfactory compliance with the applicable requirements relating to the Representatives, concerning certain agreedqualification of accountants under Rule 2-upon procedures performed in respect 01 of Regulation S-X of the Origination Trust Assets allocated Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the Lease SUBI Portfolio date hereof), the conclusions and concerning findings of such firm with respect to the accounting, financial information and statistical information set forth or incorporated other matters ordinarily covered by reference accountants' "comfort letters" to initial purchasers in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trusteeconnection with similar offerings. (f) The Representatives With respect to the letter of Ernst & Young referred to in the preceding paragraph and delivered to the Initial Purchaser concurrently with the execution of this Agreement (the "INITIAL LETTER"), the Company shall have received furnished to the Initial Purchaser a letter from S&P stating (the "BRING-DOWN LETTER"), of such accountants, addressed to the Initial Purchaser and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities have received Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a rating date not more than five days prior to the date of “AAA” the bring-down letter), the conclusions and a findings of such firm with respect to the financial information and other matters covered by the initial letter from Xxxxx’x stating that and (iii) confirming in all material respects the Securities have received a rating of “Aaaconclusions and findings set forth in the initial letter.” (g) Subsequent to Neither the execution and delivery Company, any Guarantor nor any of this Agreementtheir respective subsidiaries shall have sustained, since the date of the latest audited financial statements included in the Offering Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum; and, since such date, there shall not have occurred been any change in the capital stock or long-term debt of the Company, any Guarantor or any of the following: (i) their respective subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, businessmanagement, propertiesfinancial position, key personnel, capitalization, condition (financial or otherwise) stockholders' equity or results of operation operations of the Issuer except Company, any Guarantors and their respective subsidiaries, otherwise than as set forth or contemplated in the Time of Sale Information; Offering Memorandum. (h) The Company and (iv) nothing has come each Guarantor shall have furnished or caused to such managers’ or officers’ attention that would lead such managers or officers be furnished to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of you on the Closing Date do not, include any untrue statement certificates of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light officers of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President Company and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, each Guarantor satisfactory to you as to the best accuracy of their respective knowledge (i) the representations and warranties of VMS in this Agreement the Company and any Transaction Documents to which VMS is a party are true and correct on each Guarantor herein at and as of the Closing Date orDate, in as to the case performance by the Company and each Guarantor of the representations and warranties in the Transaction Documents, on and as all of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part obligations hereunder to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date Date and as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ other matters as you may reasonably request. (i) The Company shall have furnished or officers’ attention that would lead such managers or officers caused to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of be furnished to you on the Closing Date do nota certificate of an officer of the Company satisfactory to you as to the authorization, include any untrue statement execution and delivery of a material fact or omit to state any material fact necessary in order to make each of the statements therein, agreements listed in the light Offering Memorandum in the section entitled "Certain Relationships and Related Party Transactions." Such certificate shall also have execution copies of the circumstances under which they were made, not misleadingall such agreements attached to it. (tj) The Representatives Merger shall be consummated promptly after the Closing. (k) Verizon Information Services Inc. (i) shall have received amended the Acquisition Agreement (along with the other signatories thereto) in a certificate signed form satisfactory to the Initial Purchaser such that an additional $25 million in cash will be on the Company's balance sheet on the Closing Date with the net effect that the total financing needed to consummate the Acquisition will be reduced by two managers or officers $25 million and (ii) shall have committed to fund and shall have funded $75 million in aggregate principal amount of the Senior Term Loans under the Credit Facilities. The terms "Acquisition Agreement," "Acquisition," "Senior Term Loans" and "Credit Facilities" will have the meanings assigned to them in the Amended and Restated Commitment Letter dated February 5, 2002 among Xxxxxx Commercial Paper Inc., the Initial Purchaser, TSI Telecommunication Holdings, dated Inc., GTCR Fund VII, L.P., TSI Telecommunication Holdings, LLC and the Company. Additionally, the obligations of the Company and the Guarantors under this Agreement are subject to the accuracy, when made and on the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Informationthis Section 7(k). (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchasers' hereunder are subject to the accuracyaccuracy in all material respects, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS the Guarantors contained herein, to the accuracy in all material respects of the statements of the Issuer, PHH, Holdings Company and VMS and their respective officers the Guarantors made in any certificates delivered pursuant heretoto the provisions hereof, to the performance in all material respects by the Issuer, PHH Company and VMS the Guarantors of their obligations hereunder, and to each the satisfaction or waiver of the following additional terms and conditions: (a) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and all other legal matters relating to the Transaction Documents and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (b) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed made available to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending suspend ing the sale of the Securities in any jurisdiction referred to in Section 4(g) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or or, to the best knowledge of the Company, threatened. (bc) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements thereintherein not misleading. (d) Each of Winston & Xxxxxx and O'Melveny & Xxxxx shall have furnished to the Initial Purchasers such counsel's written opinion, addressed to the Initial Purchasers and dated the Closing Date, in light of form and substance reasonably satisfactory to the circumstances under Initial Purchasers, to the effect set forth in Annex C-1 and C-2 hereto, respectively, with any further modifications which they were mademay be satisfactory to counsel for the Initial Purchasers. (e) SGSC shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material such opinion or omits opinions, dated the Closing Date, with respect to state any act whichsuch matters as the Initial Purchasers may reasonably require, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives all such counsel such documents and information that as they or their counsel may reasonably request to enable for enabling them to pass upon such matters. (df) The Issuer At the time of the execution of this Agreement, SGSC shall have furnished to the Representatives (x) received from each of Coopers & Xxxxxxx LLP and Deloitte & Touche LLP, respectively, a letter from Deloitte and Touche, LLPletter, addressed to the Initial Purchasers and dated as of May 29, 2009such date, in form and substance satisfactory to SGSC (i) confirming that, in the Representativescase of Coopers & Xxxxxxx LLP, concerning certain agreed-upon procedures performed in that they are independent certified public accountants with respect to Xxxxxxxx within the meaning of the Origination Trust Assets allocated Securities Act and the applicable published rules and regulations thereunder and, in the case of Deloitte & Touche LLP, that they are independent certified public accountants with respect to the Lease SUBI Portfolio Company and concerning its subsidiaries within the accounting, meaning of the Securities Act and the applicable published rules and regulations thereunder and (ii) stating the conclusions and findings of such firm with respect to the financial statements and statistical certain financial information set forth or incorporated by reference contained in the Time Offering Memorandum. References to the Offering Memorandum in this paragraph (f) and in paragraph (g) below include any supplement thereto at the date of Sale Information and the letter. (yg) On the Closing Date, SGSC shall have received a letter (the "bring-down letter") from each of Coopers & Xxxxxxx LLP and Deloitte and Touche, & Touche LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: Closing Date (i) any changeconfirming, as of the date of the bring-down letter (or, with respect to matters involving changes or any development involving a prospective change, in or affecting particularly developments since the business or properties respective dates as of PHH or VMS which, which specified financial information is given in the judgment Offering Memorandum, as of a date not more than three business days prior to the date of the Representativesbring-down letter), materially impairs the investment quality conclusions and findings of such firm with respect to the Securities or makes it impractical or inadvisable financial information and other matters covered by its letter delivered to proceed SGSC concurrently with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case execution of this clause Agreement pursuant to Section 5(f) above (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto"initial letters"). (h) The Representatives Company shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed furnished to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its Chairman of the Board, its President or a Vice President and its chief financial officer stating that to (A) such officers have carefully examined the best of Offering Memorandum, (B) in their respective knowledge (i) opinion, the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in and since the light date of the circumstances under Offering Memorandum, no event has occurred which they were made, not misleading. (s) The Representatives shall should have received been set forth in a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; Offering Memorandum and (ivC) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) after reasonable investigation, as of the Closing Date, the representations and warranties of PHH the Company and the Guarantors in this Agreement are true and correct on and as in all material respects, each of the dates specified herein; (ii) PHH Company and the Guarantors has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) Date in all material respects, and subsequent to the date as of which information is given the most recent financial statements in the Time of Sale InformationOffering Memorandum, there has not been any no material adverse change in the general affairsfinancial position or results of operation of the Company and its subsidiaries taken as a whole, businessor any change, propertiesor any development including a prospective change, key personnel, capitalization, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Offering Memorandum. (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum or (ii) since such date there shall not have been any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders' equity or results of operation operations of PHH; the Company and (iv) nothing has come to such officers’ attention that would lead such officers to believe that its subsidiaries taken as a whole, otherwise than as set forth in the Preliminary Offering Circular as of its date did notMemorandum, the Time effect of Sale Information which, in any such case described in clause (i) or (ii), is, in the judgment of SGSC, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the Offering Memorandum exclusive of any supplement. (j) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of each of the Company and the Guarantors. (k) The Indenture shall have been duly executed and delivered by the Company, the Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (l) The Securities shall have been approved by the NASD for trading in the PORTAL Market. (m) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court of competent jurisdiction or any withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment thereof by the Commission which in the reasonable judgment of the Initial Purchasers upon the advice of outside counsel would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Securities as contemplated hereby. (n) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Time Closing Date, prohibit the issuance or sale of Sale did notthe Securities; and no injunction, the Final Offering Circular as restraining order or order of its date did not, and the Time any other nature by any federal or state court of Sale Information and the Final Offering Circular competent jurisdiction shall have been issued as of the Closing Date do notwhich would prohibit the issuance or sale of the Securities. (o) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Company's other debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review its rating of the Securities or any of the Company's other debt securities with a view to possible downgrading. (p) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, include or trading in any untrue statement securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order the United States shall be such) as to make the statements thereinit, in the light judgment of a majority in interest of the circumstances under which they were madeseveral Initial Purchasers, not misleadingimpracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the Offering Memorandum. (wq) The Issuer acquisition by the Company of the tactical subsystems and microwave devices business of Xxxxxxx-Xxxxxxx Company, through Stellex Microwave Systems, Inc., as described in the Offering Memorandum shall have one been consummated as of the Closing Date; and the Company shall have entered into the New Credit Facility as described in the Offering Memorandum as of the Closing Date. All opinions, letters, evidence and certificates required by this Section 5 to be delivered by the Company or more interest rate caps that satisfy the requirements of Section 5A.11Guarantors shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

Conditions of Initial Purchasers’ Obligations. The respective obligations of --------------------------------------------- the several Initial Purchasers Purchaser hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Issuers contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS Issuers and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS Issuers of their obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, Purchaser as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchaser may agree; and no stop order suspending the sale of the Securities Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the The Initial Purchasers Purchaser shall not have discovered and disclosed to the Issuer, PHH or VMS Issuers on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersPurchaser, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchaser, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Issuers shall have furnished to the Representatives Initial Purchaser all documents and information that they it or their its counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C. shall have furnished to the Representatives (x) a letter from Deloitte and ToucheInitial Purchaser their written opinion, LLPas counsel to the Issuers, addressed to the Initial Purchasers Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, substantially to the effect set forth in Annex B hereto. (e) Xxxxxxxxxx & Xxxxx L.L.P. shall have furnished to the Initial Purchaser their written opinion, as of May 29special regulatory counsel for the Issuers, 2009addressed to the Initial Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, substantially to the effect set forth in Annex C hereto. (f) Dow, Xxxxxx & Xxxxxxxxx, PLLC shall have furnished to the Initial Purchaser their written opinion, as special regulatory counsel for the Initial Purchaser, addressed to the Initial Purchaser and dated the Closing Date, in form and substance satisfactory to the RepresentativesInitial Purchaser, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annex D hereto. (g) The Initial Purchaser shall have received from Milbank, Tweed, Xxxxxx & XxXxxx, counsel for the Initial Purchaser, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchaser may reasonably require, and the Issuers shall have furnished to such counsel such documents and information as they request for the purpose of Sale Information and enabling them to pass upon such matters. (yh) The Issuers shall have furnished to the Initial Purchaser (i) a letter from Deloitte and Touche, (the "AA Initial Letter") of Xxxxxx Xxxxxxxx LLP, addressed to the ----------------- Initial Purchasers Purchaser and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchaser, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed Annex E-1 hereto and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation a letter (the "KPMG Initial Letter") of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case KPMG Peat Marwick LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and ------------------- addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral Purchaser and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasersdate hereof, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and Purchaser, substantially to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposesset forth in Annex E-2 hereto. (oi) The Representatives Issuers shall have received an opinion furnished to the Initial Purchaser a letter (the "AA Bring-Down Letter") of Drinker Xxxxxx & Xxxxx Xxxxxxxx LLP, special counsel addressed to PHH Funding, LLC (the “Intermediary”), -------------------- Initial Purchaser and dated the Closing Date (i) confirming that they are independent public accountants with respect to the Issuers and the Subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, (ii) stating, as of the date of the AA Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the AA Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters covered by the AA Initial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the AA Initial Letter. The Issuers shall have furnished to the Initial Purchaser a letter (the "KPMG Bring-Down Letter") of KPMG Peat Marwick LLP, ---------------------- addressed to the Initial Purchasers, in form Purchaser and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed (i) confirming that they are independent public accountants with respect to the Initial PurchasersCablevision Systems within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, (ii) stating, as of the date of the KPMG Bring-Down Letter (or, with respect to matters involving changes or developments since the validity respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the date of the Securities KPMG Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters as covered by the Representatives may reasonably requestKPMG Initial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the KPMG Initial Letter. (qj) The Representatives Issuers shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received Purchaser a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, stating that to the best of their respective knowledge chief executive officers and chief financial officers stating that (iA) such officers have carefully examined the representations and warranties of Offering Memorandum, (B) in their opinion, the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date orOffering Memorandum, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date date, did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two , and since the date of the managersOffering Memorandum, President, any Vice President and the Treasurer of VMS, dated the Closing Date, no event has occurred which should have been set forth in which such officers shall state that, a supplement or amendment to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe Offering Memorandum so that the Time of Sale Information Offering Memorandum (as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. misleading and (tC) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings the Issuers in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and as of in all material respects, the dates specified in such Transaction Documents; (ii) Holdings has Issuers have complied with all agreements agreements, in all material respects, and satisfied all conditions on its their part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iii) subsequent to the date of the most recent financial statements contained in the Offering Memorandum, there has been no material adverse change or any development involving a prospective material adverse change in the condition (financial or otherwise), or in the results of operations, business affairs, management or business prospects of the Issuers and the Subsidiaries taken as a whole, except as set forth in the Offering Memorandum. (k) The Initial Purchaser shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of each of the Issuers. (l) The Indenture shall have been duly executed and delivered by the Issuers and the Trustee, and the Notes shall have been duly executed and delivered by the Issuers and duly authenticated by the Trustee. (m) The Notes shall have been approved by the NASD for trading in the PORTAL Market. (n) If any event shall have occurred that requires the Issuers under Section 4(d) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchaser shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchaser reasonably in advance of the Closing Date. (o) There shall not have occurred any invalidation of Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchaser would materially impair the ability of the Initial Purchaser to purchase, hold or effect resales of the Notes as contemplated hereby. (p) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Time Offering Memorandum (exclusive of Sale Informationany amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or membership interests, businessas applicable, propertiesor long- term debt or any change, key personnelor any development involving a prospective change, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations, business affairs, management, or business prospects of Holdings except the Issuers and the Subsidiaries taken as set forth a whole, whether or contemplated not arising in the Time ordinary course of Sale Informationbusiness, the effect of which, in any such case described above, is, in the judgment of the Initial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). (uq) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by two officers any governmental agency or body which would, as of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which prevent the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as issuance or sale of the dates specified in such Transaction Documents; (ii) Notes, the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed Private Exchange Notes or satisfied hereunder or under the Transaction Documents at or prior to the Closing DateExchange Notes; and (iii) subsequent to the date as no injunction, restraining order or order of which information is given in the Time any other nature by any federal or state court of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives competent jurisdiction shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular issued as of the Closing Date do notwhich would prevent the issuance or sale of the Notes, include the Private Exchange Notes or Exchange Notes. (r) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Notes by any untrue statement "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Notes. (s) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Issuers on any exchange or in the over-the-counter market shall have been suspended or (ii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities or (iii) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or (iv) a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions (or the effect of international conditions on the financial markets in order to make the statements thereinUnited States shall be such) the effect of which, in the light case of this clause (iv), is, in the judgment of the circumstances under which Initial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the Notes on the terms and in the manner contemplated by this Agreement and in the Offering Memorandum (exclusive of any amendment or supplement thereto). All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they were made, not misleadingare in form and substance reasonably satisfactory to counsel for the Initial Purchaser. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of each of the Issuer, PHH Company and VMS the Guarantor contained herein, to the accuracy of the statements of each of the Issuer, PHH, Holdings Company and VMS the Guarantor and their respective officers made in any certificates delivered pursuant hereto, to the performance by each of the Issuer, PHH Company and VMS the Guarantor of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Time of Sale Information and the Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding proceedings for that this purpose shall have been commenced or shall be pending or or, to the best of the Company’s knowledge, threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company (1) on or prior to the Closing Date that (i) any of the Time of Sale InformationInformation or any Issuer Written Communication contains an untrue statement of a fact, as which in the opinion of counsel for the Time Initial Purchasers, is material or omits to state any fact which, in the opinion of Sale, contained such counsel is material and is required to be stated therein or is necessary to make the statements therein not misleading and (2) on or prior to the Closing Date that the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents Documents, the Conversion Shares, the Time of Sale Information and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Guarantor shall have furnished to the Representatives Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer Kxxxxxxxxxx & Lxxxxxxx Nxxxxxxxx Xxxxxx LLP shall have furnished to the Representatives (x) a letter from Deloitte Initial Purchasers its written opinion, as counsel to the Company and Touche, LLPthe Guarantor, addressed to the Initial Purchasers and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth in Annex D hereto. (e) The Initial Purchasers shall have received from Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Initial Purchasers, such opinion or incorporated by reference in opinions, dated the Time Closing Date, with respect to such matters as the Initial Purchasers may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents and information as they request for the purpose of Sale Information enabling them to pass upon such matters. (f) The Company and (y) the Guarantor shall have furnished to the Initial Purchasers a letter from Deloitte and Touche, (the “PwC Comfort Letter”) of PricewaterhouseCoopers LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchasers, concerning certain agreedsubstantially to the effect set forth in Annex E hereto. (g) The Company and the Guarantor shall have furnished to the Initial Purchasers a letter (the “PwC Bring-upon procedures performed in respect Down Comfort Letter”) of PricewaterhouseCoopers LLP, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are an independent registered public accounting firm as required by the Securities Act and the rules and regulatons of the Origination Trust Assets allocated Commission thereunder, (ii) stating, as of the date of the PwC Bring-Down Comfort Letter (or, with respect to matters involving changes or developments since the Lease SUBI Portfolio and concerning the accounting, respective dates as of which specified financial and statistical information set forth is given in or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating each of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular Memorandum, as of a date not more than three business days prior to the date of the PwC Bring-Down Comfort Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters covered by the PwC Comfort Letter are accurate and (exclusive of any amendment or supplement thereto)iii) confirming in all material respects the conclusions and findings set forth in the PwC Comfort Letter. (h) The Representatives Company and the Guarantor shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed furnished to the Initial Purchasers in Purchasers, on behalf of Communications Supply, a letter (the form “E&Y Comfort Letter”) of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx Ernst & Case Young LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasersdate hereof, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and Purchasers, substantially to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposesset forth in Annex F hereto. (oi) The Representatives Company and the Guarantor shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory on behalf of Communications Supply, a letter (the “E&Y Bring-Down Comfort Letter”) of Ernst & Young LLP, addressed to the Representatives Initial Purchasers and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date (i) confirming that they are an independent registered public accounting firm as required by the Securities Act and addressed to the Initial Purchasersrules and regulatons of the Commission thereunder, (ii) stating, as of the date of the E&Y Bring-Down Comfort Letter (or, with respect to matters involving changes or developments since the validity respective dates as of which specified financial information is given or incorporated by reference in each of the Securities Time of Sale Information and in the Offering Memorandum, as of a date not more than three business days prior to the date of the E&Y Bring-Down Comfort Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters as covered by the Representatives may reasonably requestE&Y Comfort Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the E&Y Comfort Letter. (qj) The Representatives Each of the Company and the Guarantor shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed furnished to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received Purchasers a certificate or certificates signed by two managers or officers of the Issuercertificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that to the best of their respective knowledge (iA) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and have carefully examined the Time of Sale Information and the Final Offering Circular Memorandum, (B) in their opinion, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, did not, and the Offering Memorandum, as of its date and as of the Closing Date do notDate, did not include any untrue statement of a material fact or and did not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to since the date as of which information is given in the Time each of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as Memorandum, no event has occurred which should have been set forth in a supplement or amendment to any of the Closing Date do not, Time of Sale Information or the Offering Memorandum so that the Time of Sale Information or the Offering Memorandum (as so amended or supplemented) would not include any untrue statement of a material fact or and would not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (tC) The Representatives shall have received a certificate signed by two managers or officers as of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings each of the Company and the Guarantor in the Transaction Documents to which Holdings is a party this Agreement are true and correct on and as in all material respects, each of the dates specified in such Transaction Documents; (ii) Holdings Company and the Guarantor has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at on or prior to the Closing Date; , and (iiiD) subsequent to the date of the most recent financial statements contained in each of the Time of Sale Information and the Offering Memorandum (exclusive of amendments or supplements to either after the date hereof), there has been no material adverse change in the financial position or results of operation of the Company, the Guarantor or any of their respective subsidiaries, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company, the Guarantor and their respective subsidiaries taken as a whole. (k) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by a duly authorized officer of each of the Company and the Guarantor. (l) The Indenture shall have been duly executed and delivered by the Company, the Guarantor and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (m) The Securities shall have been approved by the NASD for trading in the PORTAL Market. (n) If any event shall have occurred that requires the Company under Section 4(e) to prepare an amendment or supplement to any of the Time of Sale Information or the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date. (o) There shall not have occurred any invalidation of Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Initial Purchasers would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Securities as contemplated hereby. (p) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in any of the Time of Sale InformationInformation or the Offering Memorandum (exclusive of any amendment or supplement thereto), unless otherwise described or contemplated in each of the Time of Sale Information or the Offering Memorandum (exclusive of any amendment or supplement thereto), there has shall not have been any material adverse change in the general affairscapital stock or long-term debt or any change, businessor any development involving a prospective change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations, business or prospects of Holdings except the Company, the Guarantor and their respective subsidiaries taken as set forth or contemplated a whole, the effect of which, in any such case described above, is, in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer judgment of the Origination TrustInitial Purchasers, dated so material and adverse as to make it impracticable or inadvisable to proceed with the Closing Date, in which sale or delivery of the Servicer shall state that, to Securities on the best of its knowledge (i) the representations terms and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Informationmanner contemplated by this Agreement, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular Memorandum (exclusive of any amendment or supplement thereto). (q) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date do notwhich would prevent the issuance or sale of the Securities. (r) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded the Securities or any of the Company’s or the Guarantor’s other debt securities or preferred stock by any “nationally recognized statistical rating organization”, include any untrue statement as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Securities or any of the Company’s or the Guarantor’s other debt securities or preferred stock. (s) On or after the Time of Sale, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction, or trading in any securities of the Company or the Guarantor on any exchange or in the over-the-counter market shall have been suspended or (ii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities or (iii) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or (iv) a material fact adverse change in general economic, political or omit to state any material fact necessary financial conditions, including, without limitation, as a result of terrorist activities after the date hereof, (or the effect of international conditions on the financial markets in order to make the statements thereinUnited States shall be such) the effect of which, in the light case of this clause (iv), is, in the judgment of Lxxxxx, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or the delivery of the circumstances under which they were madeSecurities on the terms and in the manner contemplated by this Agreement, not misleadingthe Time of Sale Information and in the Offering Memorandum (exclusive of any amendment or supplement thereto). (wt) The Issuer Initial Purchasers shall have one received on the date hereof duly executed lock-up letter agreements in the form of Annex G hereto from each of the executive officers and directors of the Company. All opinions, letters, evidence and certificates mentioned above or more interest rate caps that satisfy elsewhere in this Agreement shall be deemed to be in compliance with the requirements of Section 5A.11provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are to purchase and pay for the Securities on the Closing Date will be subject to the accuracy, on and as satisfaction of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions: (a) Each of the representations and warranties on the part of the Company and Holdings contained herein shall be true and correct in all material respects on the date herein and on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as soon as practicable but in no event later than on the fourth Business Day prior following the date of this Agreement or at such later date and time as to which the Closing Date; Initial Purchasers may agree, and no stop order suspending the sale qualification or exemption from qualification of the Securities in any jurisdiction referred to in Section 5(f) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bc) None of the The Initial Purchasers shall not have discovered and disclosed to advised the Issuer, PHH or VMS on or prior to the Closing Date Company that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act a fact which, in the opinion of such counselInitial Purchasers have concluded, is material and in the case of an omission is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. (cd) All corporate proceedings No action shall have been taken and other legal matters incident no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Closing Date, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the authorization, form and validity of each knowledge of the Transaction Documents Company or Holdings, threatened against the Company, Holdings or any of their subsidiaries before any court or arbitrator or any governmental body, agency or official that, singly or in the aggregate, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; and no stop order shall have been issued by the SEC or any governmental agency of any jurisdiction referred to in Section 5(f) preventing the use of the Final Offering CircularMemorandum, and all other legal matters relating or any amendment or supplement thereto, or which would reasonably be expected to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering CircularMaterial Adverse Effect. (e) The Indenture Supplement shall have been duly executed and delivered by Since the Issuer and date of the Indenture Trustee, and latest balance sheet included in the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this AgreementFinal Memorandum, there shall not have occurred been any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, affairs or business prospects, whether or not arising in the ordinary course of business, of the Company, Holdings or any of their respective subsidiaries, (ii) since the following: (i) date of the latest balance sheet included in the Final Memorandum there shall not have been any change, or any development involving a prospective material adverse change, in the capital stock or affecting particularly the business or properties of PHH or VMS which, in the judgment long-term debt of the RepresentativesCompany, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange Holdings or any setting of minimum prices for trading on such exchange; their respective subsidiaries except as described in the Final Memorandum, (iii) none of the Company, Holdings or any moratorium on commercial banking activities of their respective shall have been declared by federal any liability or New York state authorities; obligation, direct or contingent, which is material to it, other than those reflected in the Final Memorandum and (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives you shall have received a certificate or certificates signed by two managers or officers of each of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations Company and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, signed on its behalf by (x) the president or any vice president and (y) a principal financial or accounting officer of the Company or Holdings, as applicable, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 7 (as to the Company and Holdings) and confirming that the representations and warranties contained in Section 1 are true and correct with the same force and effect as though made on and as of the Closing Date. (f) As of the Closing Date, the Company and Holdings will have delivered to the Initial Purchasers true and correct executed copies of the Transaction Documents in the form as originally executed, together with all related documents, instruments and agreements and all schedules or exhibits thereto; there will have been no amendments, alterations, modifications or waivers thereto or in the exhibits or schedules thereto other than those as to which the Initial Purchasers shall previously have been advised and shall not have reasonably objected after being furnished a copy thereof. (g) None of the issuance and sale of the Securities pursuant to this Agreement, the Recapitalization or any of the other transactions contemplated by any of the Transaction Documents or the Final Memorandum shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued or any action, suit or proceeding shall have been commenced with respect to this Agreement, the Recapitalization Agreement, the New Credit Facility or any of the other transactions contemplated by the Transaction Documents or the Final Memorandum, before any court or governmental authority. (h) On the Closing Date, the Initial Purchasers shall have received copies of all opinions delivered by any counsel, consultants or advisors to Childs or any of its affiliates, and such other certificates, documents and opinions reasonably obtainable by Childs or any of its affiliates delivered to any party under the Transaction Documents, in each case in which the Initial Purchasers reasonably request, together with letters addressed to the Initial Purchasers, stating that the Initial Purchasers may rely on such managers certificates, documents and opinions as if they had been addressed to the Initial Purchasers. (i) The Initial Purchasers shall state have received a favorable opinion of Xxxxxxxx & Worcester LLP, counsel for the Company and Holdings, dated the Closing Date to the effect that: (i) Each of the Company and Holdings is duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Preliminary Memorandum and the Final Memorandum; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction as to which the management of the Company has advised such counsel that the Company or Holdings, as applicable, owns or leases property or in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. (ii) Assuming, (i) the accuracy of and compliance with the representations, warranties and covenants of the Company and Holdings set forth in Section 1 of this Agreement, and (ii) the accuracy of and compliance with the Initial Purchasers' representations, warranties and covenants set forth in this Agreement, the offer, issuance, sale and delivery of the Securities to the Initial Purchasers, and the initial reoffer, resale and delivery of the Securities by the Initial Purchasers, as contemplated by this Agreement and the Final Memorandum, do not require registration under the Securities Act, or qualification of the Indenture under the Trust Indenture Act, it being understood that no opinion is expressed as to any subsequent resale of Securities or any resale of Securities by any person other than the Initial Purchasers. (iii) Each of the Company and Holdings has the authorized, issued and outstanding capital stock as set forth in the Final Memorandum; all of the outstanding shares of capital stock of the Company and Holdings has been duly authorized and validly issued, are fully paid and nonassessable and were not, to the best of such counsel's knowledge, issued in violation of any preemptive or similar rights. (iv) To the knowledge of such counsel, there are, and, after giving effect to the Recapitalization, will be no outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other equity interest of the Company, Holdings or any of their respective knowledge subsidiaries, except as described in the Final Memorandum. (iv) Each of the representations Company and warranties Holdings has all the requisite corporate power and authority to execute, deliver and perform its respective obligations under each of Holdings in the Transaction Documents to which Holdings it is a party are true and correct on and as party. (vi) Each of the dates specified Company and Holdings has duly authorized, executed and delivered each of the Transaction Documents to which it is party. (vii) Each of the Company and Holdings has duly and validly authorized this Agreement and the consummation by the Company and Holdings of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and Holdings. (viii) Each of the Company and Holdings has duly and validly authorized, executed and delivered the Indenture, and the Indenture constitutes a valid and binding agreement of the Company and Holdings, enforceable against each of them in such Transaction Documents; accordance with its terms except that the obligations, rights and remedies of parties may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws affecting generally creditors' rights and remedies, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or other equitable relief. (ix) The Company has duly authorized the Notes, which, when executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms except that the obligations, rights and remedies of parties may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws affecting generally creditors' rights and remedies, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or other equitable relief, and will be entitled to the benefits of the Indenture. (x) Holdings has complied duly authorized the Holdings Guarantee, which, when the Notes are executed and authenticated in accordance with all agreements the provisions of the Indenture and satisfied all conditions on its part delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be performed or satisfied hereunder or under the Transaction Documents at or prior valid and binding obligation of Holdings enforceable against Holdings (both before and after giving effect to the Closing Date; Recapitalization) in accordance with its terms except that the obligations, rights and remedies of parties may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws affecting generally creditors' rights and remedies, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or other equitable relief, and will be entitled to the benefits of the Indenture. (xi) Each of the Company and Holdings has duly authorized the Exchange Securities, which, when executed and delivered by the Company and Holdings and duly authenticated by the Trustee in accordance with the provisions of the Indenture, will be valid and binding obligations of the Company and Holdings, respectively, enforceable against the Company and Holdings in accordance with their terms except that the obligations, rights and remedies of parties may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws affecting generally creditors' rights and remedies, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or other equitable relief, and will be entitled to the benefits of the Indenture. (xiiEach of the Company and Holdings has duly authorized the Registration Rights Agreement, which, when executed and delivered by the Company and Holdings, will be valid and binding obligations of the Company and Holdings, respectively, enforceable against the Company and Holdings in accordance with their terms except that the obligations, rights and remedies of parties may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws affecting generally creditors' rights and remedies, (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or other equitable relief, and (iii) subsequent to the date as validity and enforceability of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial indemnification or otherwise) contribution provisions thereof may be limited under applicable securities laws or results of operation of Holdings except as set forth or contemplated in the Time of Sale Informationpublic policies. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchaser hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS and their respective its officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) 1. The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, Purchaser as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchaser may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding proceedings for that such purpose shall have been commenced or shall be pending or threatened. (b) None of the 2. The Initial Purchasers Purchaser shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersPurchaser, is material or omitted omits to state any fact which, in the opinion of such counsel, counsel is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) 3. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, including all such corporate proceedings and legal matters in relation to the Company, Corral Petroleum Holdings AB and Preem Petroleum AB, shall be satisfactory in all material respects to the Representatives; Initial Purchaser and the IssuerCompany, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Corral Petroleum Holdings AB and the Origination Trust Preem Petroleum AB shall have furnished to the Representatives Initial Purchaser all documents and information that they it or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer 4. Akin, Gump, Strauss, Xxxxx & Xxxx shall have furnished to the Representatives (x) a letter from Deloitte and ToucheInitial Purchaser their written opinion, LLPas counsel to the Company, addressed to the Initial Purchasers Purchaser and dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchaser, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated substantially to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information effect set forth or incorporated by reference in Annex B hereto. 5. Xxxxxxxxxx & Swartling Advokatbyra AB shall have furnished to the Time of Sale Information and (y) a letter from Deloitte and ToucheInitial Purchaser their written opinion, LLPas special Swedish counsel to the Company, addressed to the Initial Purchasers Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, substantially to the effect set forth in Annex C hereto. 6. Per Xxxx shall have furnished to the Initial Purchaser his written opinion, as in-house counsel to Preem Holdings AB, addressed to the Initial Purchaser and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, substantially to the effect set forth in Annex D hereto. 7. The Initial Purchaser shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to such matters as the Initial Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents and information as they request for the purpose of enabling them to pass upon such matters. 8. The Company shall have furnished to the Initial Purchaser a letter (the "INITIAL LETTER") of KPMG, Stockholm, addressed to the Initial Purchaser and dated the date hereof, in form and substance satisfactory to the RepresentativesInitial Purchaser, concerning certain agreedsubstantially to the effect set forth in Annex E hereto. 9. The Company shall have furnished to the Initial Purchaser a letter (the "BRING-upon procedures performed in DOWN LETTER") of KPMG, Stockholm, addressed to the Initial Purchaser and dated the Closing Date, confirming that they are independent public accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Origination Trust Assets allocated Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three business days prior to the Lease SUBI Portfolio date of the Bring-Down Letter), that the conclusions and concerning findings of such accountants with respect to the accounting, financial information and statistical information other matters covered by the Initial Letter are accurate and confirming in all material respects the conclusions and findings set forth or incorporated by reference in the Final Offering CircularInitial Letter. 10. The Company and Preem Petroleum AB shall each have furnished to the Initial Purchaser a certificate, dated the Closing Date, of their respective chief executive officers and its chief financial officers, stating that (eA) such officers have carefully examined the Offering Memorandum, (B) in their opinion, the Offering Memorandum, as of its date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and since the date of the Offering Memorandum, no event has occurred which should have been set forth in a supplement or amendment to the Offering Memorandum so that the Offering Memorandum (as so amended or supplemented) would not include any untrue statement of a material fact and would not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (C) as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date. 11. The Indenture Supplement Initial Purchaser shall have received a counterpart of the Registration Rights Agreement which shall have been duly executed and delivered by a duly authorized officer of the Issuer and the Indenture Trustee, and the Company. 12. [Intentionally omitted] 13. [Intentionally omitted] 14. The Securities shall have been duly executed and delivered by the Issuer Company and duly authenticated by the Indenture applicable Trustee. (f) 15. [Intentionally left blank] 16. The Representatives Securities shall have received been approved for listing on the Luxembourg Stock Exchange. 17. If any event shall have occurred that requires the Company under Section IV(4) to prepare an amendment or supplement to the Offering Memorandum, such amendment or supplement shall have been prepared, the Initial Purchaser shall have been given a letter from S&P stating that reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchaser reasonably in advance of the Closing Date. 18. Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto), except as expressly contemplated by the Offering Memorandum, there shall not have been any change in the capital stock or long-term debt or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described above, is, in the judgment of the Initial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum (exclusive of any amendment or supplement thereto). 19. No action shall have received been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities as contemplated by the Offering Memorandum; and no injunction, restraining order or order of any other nature by any supra-national, federal, regional, local or foreign court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities. 20. Subsequent to the execution and delivery of this Agreement, no downgrading shall have occurred in the rating accorded the Securities or any of the Company's other debt securities or preferred stock by a "nationally recognized statistical rating organization," as such term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Securities Act, and no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating or any of “Aaathe Company's other debt securities or preferred stock.” (g) 21. Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the Stockholm Stock Exchange, the Luxembourg Stock Exchange, the New York Stock Exchange, the American Stock Exchange or any setting of the over-the-counter markets in the United States shall have been suspended or limited, or minimum prices for shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) trading in any securities of the Company on such exchangeany exchange or in the over-the-counter market shall have been suspended; (iii) any moratorium on commercial banking activities shall have been declared by federal Swedish, Luxembourg or New York state United States federal, regional and local authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States States, Sweden or Luxembourg of a national emergency or war; or (v) any (I) a material disruption adverse change in commercial bankinggeneral economic, securities settlement political or clearance services financial conditions the effect of which is, or (II) the effect of international conditions on the financial markets in the United States; , Sweden or (vi) any other substantial national or international calamity or emergency the effect of whichLuxembourg is, in the case of this clause (viv), is, in the judgment of the RepresentativesInitial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the completion sale or the delivery of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular Memorandum (exclusive of any amendment or supplement thereto). (h) 22. The Representatives Initial Purchaser shall have received an opinion evidence reasonably satisfactory to them that the appointment of Xxxxx & Case LLP, special counsel CT Corporation System as agent for service of process of the Company pursuant to Section XVIII hereof has been accepted by such agent. On or before the Issuer, PHH, HoldingsClosing Date, the Origination Trust Initial Purchaser and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives its counsel shall have received an opinion of Xxxxx & Case LLPsuch further documents, special counsel opinions, certificates, letters, schedules, evidence or instruments relating to the Issuerbusiness, dated corporate, legal or financial affairs of the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives Company as it shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated heretofore reasonably requested in connection with the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion consummation of the General Counsel of PHHtransactions contemplated hereby and by the other Transaction Documents. All documents, dated opinions, certificates, letters, schedules, evidence or instruments mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and provisions hereof only if they are in form and substance reasonably satisfactory to the Representatives and to counsel for the Initial PurchasersPurchaser. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS the Subsidiary Guarantors contained herein, to the accuracy of the statements of the IssuerCompany, PHH, Holdings and VMS the Subsidiary Guarantors and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS the Subsidiary Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchasers may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion written advice of counsel for the Initial Purchasers, is material or omitted omits to state any fact which, in the opinion written advice of such counselcounsel (a copy of which shall be supplied to the Company), is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form required for due authorization and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents transactions contemplated thereby and the transactions contemplated thereby, Offering Memorandum shall be satisfactory in all material respects to the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS Company and the Origination Trust Subsidiary Guarantors shall have furnished to the Representatives all Initial Purchasers copies of such documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder to purchase and pay for the Initial Notes, as provided herein, are subject to the accuracyabsence from any certificates, opinions, written statements or letters furnished to the Initial Purchasers pursuant to this Section 10 of any material misstatement or omissions and to the satisfaction of the following additional conditions unless waived in writing by the Initial Purchasers: (a) All of the representations and warranties of the Company and the Guarantors contained in this Agreement shall be true and correct on the date hereof and on the Closing Date with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively. The Company and each Guarantor shall have performed or complied with all of the representations agreements and warranties of the Issuersatisfied all conditions on their respective parts to be performed, PHH and VMS contained herein, complied with or satisfied hereunder at or prior to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms and conditions:Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M.not later than 10:00 a.m., New York City time, on the fourth Business Day prior day that is two business days following the date of this Agreement or at such later date and time as to which the Closing Date; and no Initial Purchasers may agree. (c) No stop order suspending the sale qualification or exemption from qualification of the Securities Initial Notes or the Guarantees thereof in any jurisdiction referred to in Section 6(e) hereof shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (bd) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Offering Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued; and there shall not have been any legal action, statute, order, rule, regulation, decree or other administrative proceeding enacted, instituted, adopted, issued or threatened against the Company, the Guarantors, or against the Initial Purchasers shall have discovered and disclosed relating to the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as issuance of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for Securities or the Initial Purchasers’ activities in connection therewith or any other transactions contemplated by this Agreement or the Offering Memorandum, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make other Offering Documents. No stop order shall have been issued preventing the statements therein, in light use of the circumstances under which they were madePreliminary Offering Memorandum, not misleadingany Free Writing Offering Document, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto. (e) The Initial Purchasers shall have received certificates, contains dated the Closing Date, signed by the chief executive officer and the chief financial officer of the Company and each Guarantor (in their respective capacities as such), in form and substance reasonably satisfactory to the Initial Purchasers, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b) and (c) of this Section 10 and that, as of the Closing Date, the obligations of the Company and such Guarantor, as the case may be, to be performed hereunder on or prior thereto have been duly performed. (f) The Initial Purchasers shall have received on the Closing Date: (i) an untrue statement opinion, dated the Closing Date, of fact whichXxxxx Xxxxx, LLP, counsel for the Company and the Guarantors, in the opinion of form set forth in Exhibit D hereto. (ii) an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, is material or omits of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, federal communications regulatory counsel for the Company and the Guarantors, to state any act which, the effect set forth in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingExhibit E hereto. (ciii) All corporate proceedings and other legal matters incident to an opinion, dated the authorizationClosing Date, in form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be substance reasonably satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, of Xxxxxx Xxxxx, LLP, counsel for Royal Street, to the effect set forth in Exhibit F hereto. (iv) an opinion, dated as of May 29, 2009the Closing Date, in form and substance reasonably satisfactory to the RepresentativesInitial Purchasers, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx Xxxxxxx LLP, counsel for the Indenture TrusteeInitial Purchasers, dated relating to this Agreement and such other related matters as the Closing Date Initial Purchasers may require. (g) Deloitte & Touche LLP, an independent registered public accounting firm for the Company and the Guarantors, shall deliver to the Initial Purchasers three customary “comfort” letters addressed to the Initial Purchasers and in form and substance reasonably satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx Xxxxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity financial statements and certain financial information of Parent and Parent’s subsidiaries contained in the Preliminary Offering Memorandum and the Offering Memorandum and/or incorporated therein by reference as follows: (i) with respect to the Preliminary Offering Memorandum on the date of the Securities Offering Memorandum, (ii) with respect to the Offering Memorandum on the date of the Offering Memorandum and such other matters as (iii) with respect to the Representatives may reasonably requestOffering Memorandum on the Closing Date. (qh) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo BankInitial Purchasers and Xxxxxx & Xxxxxxx LLP, National Association, dated the Closing Date and addressed counsel to the Initial Purchasers, shall have been furnished with such information, certificates and documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 10 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (i) The Company and the Guarantors and the Trustee shall have entered into the Indenture and the Initial Purchasers shall have received counterparts, conformed as executed, thereof and the Initial Notes and the Guarantees thereof shall have been duly executed and delivered by the Company and the Guarantors, and the Initial Notes shall have been duly authenticated by the Trustee. (j) The Company, the Guarantors and the Initial Purchasers shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts, conformed as executed, thereof, and such agreement shall be in full force and effect. (k) On or after the date hereof (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall there have been any announcement of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible downgrading, or with negative implications, or direction not determined of, any rating of the Company or any Guarantor or any securities of the Company or any Guarantor (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any Guarantor or any securities of the Company or any Guarantor by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (l) The Notes shall have been approved for trading on The PORTALSM Market. (m) Each of the Offering Documents and each other agreement or instrument executed in connection with the transactions contemplated thereby shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect, and there shall have been no material amendments, alterations, modifications or waivers of any provision thereof since the date of this Agreement. (n) All opinions, certificates, letters, schedules, documents or instruments to be delivered pursuant to this Section 10 by the Company and the Guarantors but not otherwise identified in subsections (a) through (m) above will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance satisfactory to the Representatives Initial Purchasers and counsel to counsel for the Initial Purchasers. (r) . The Representatives Company and the Guarantors shall have received a certificate or certificates signed by two managers or officers furnish the Initial Purchasers such conformed copies of the Issuersuch opinions, dated the Closing Datecertificates, stating that to the best of their respective knowledge (i) the representations letters, schedules, documents and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified instruments in such agreements; (ii) that quantities as the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingInitial Purchasers shall reasonably request. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Issuers and VMS the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Issuers and VMS the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of Pricing Disclosure Package or the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact whichthat, in the opinion of counsel for the Initial PurchasersXxxxxx & Xxxxxxx LLP, is material or omitted omits to state any a fact whichthat, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (sb) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities, the Offering Memorandum and the Pricing Disclosure Package, and all other legal matters relating to this Agreement, the Registration Rights Agreement, the Indenture, the Securities, the Exchange Securities and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (c) Xxxxx Xxxxx L.L.P. shall have furnished to the Representatives its written opinion, as counsel to the Issuers, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit X. XxXxxx & Xxxx shall have furnished to the Representatives its written opinion, as special Oklahoma counsel to the Issuers, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit X. Xxxxxxxx Xxxxxx, General Counsel of the Company, shall have furnished to the Representatives her written opinion, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, substantially in the form attached hereto as Exhibit D. (d) The Representatives shall have received a certificate signed by any two of from Xxxxxx & Xxxxxxx LLP, counsel for the managersInitial Purchasers, President, any Vice President and the Treasurer of VMSsuch opinion or opinions, dated the Closing Date, in which such officers shall state that, with respect to the best issuance and sale of their respective knowledge the Securities, the Offering Memorandum and the Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Issuers and the Guarantors shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) At the time of execution of this Agreement, the Representatives shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Representatives, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent registered public accountants within the representations meaning of the Securities Act and warranties are in compliance with the applicable requirements relating to the qualification of VMS accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) With respect to the letter of KPMG LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Representatives a letter (the “bring-down letter”) of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (g) At the time of execution of this Agreement and at the Closing Date, the Representatives shall have received from XxXxxxxx and XxxXxxxxxxx an initial letter (the “initial expert letter”), in form and substance reasonably satisfactory to the Representatives, addressed to the Representatives and dated the date hereof, and a subsequent letter dated as of the Closing Date, which such letter shall cover the period from any Transaction Documents initial expert letter to which VMS is the Closing Date, covering certain matters relating to information about the reserves of the Company presented in the Pricing Disclosure Package. (h) Each Issuer and each Guarantor shall have furnished to the Representatives a party certificate, dated the Closing Date, of each Issuer’s and each Guarantor’s Chief Executive Officer and its Chief Financial Officer (or, in the case of any Guarantor that does not have officers holding such positions or positions of similar authority, of the Chief Executive Officer and Chief Financial Officer of the immediate or ultimate parent of such entity on behalf of such entity) stating that each of them severally represents that: (i) The representations, warranties and agreements of the Issuers and the Guarantors in Section 1 are true and correct on and as of the Closing Date orDate, in and the case of Company and the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has Guarantors have complied with all of their respective agreements contained herein in all material respects and satisfied all the conditions on its their part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; ; (iiiii) subsequent to Such officer has carefully examined the date Offering Memorandum and the Pricing Disclosure Package, and, in such officer’s opinion, (A) the Offering Memorandum, as of which information is given in its date and on the Time of Sale InformationClosing Date, there has not been any material adverse change in and the general affairsPricing Disclosure Package, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale Sale, did not, the Final Offering Circular as of its date did not, not and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include not contain any untrue statement of a material fact or and did not and do not omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , and (tB) The Representatives shall since the date of such documents, no event has occurred that should have received been set forth in a certificate signed by two managers supplement or officers of Holdings, dated the Closing Date, in which such managers shall state that, amendment to the best of their respective knowledge (i) Offering Memorandum or the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction DocumentsPricing Disclosure Package that has not been so set forth; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and and (iii) subsequent to Since the date respective dates as of which information is given in the Time of Sale InformationOffering Memorandum and the Pricing Disclosure Package, there has not been any material adverse change development that resulted in a Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, whether or not arising in the general affairs, ordinary course of business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (ui) The Representatives shall have received a certificate signed by two officers Except as described in the Pricing Disclosure Package, neither the Company nor any of VMSits Subsidiaries has sustained, in its capacity as Servicer since the date of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust latest audited financial statements included or incorporated by reference in the Transaction Documents are true Pricing Disclosure Package, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and correct on and as of the dates specified in since such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Informationdate, there has not been any material adverse change in the general affairscapitalization or long-term debt of the Company or any of its Subsidiaries or any adverse change, businessor any development involving a prospective adverse change, properties, key personnel, capitalization, in or affecting the condition (financial or otherwise) or ), results of operation operations, members’ equity, properties, management, business or prospects of the Origination Trust Company and its Subsidiaries taken as a whole, in each case except as set forth or contemplated could not, in the Time of Sale Informationaggregate, reasonably be expected to have a Material Adverse Effect. (vj) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, Subsequent to the best execution and delivery of their knowledge this Agreement (i) no downgrading shall have occurred in the representations and warranties rating accorded the Company’s or any of PHH in this Agreement are true and correct on and its Subsidiaries’ debt securities or preferred stock by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) of the dates specified herein; Securities Act as in effect on July 20, 2010), and (ii) PHH no such organization shall have publicly announced that it has complied under surveillance or review, with all agreements and satisfied all conditions on possible negative implications, its part to be performed rating of any of the Company’s or satisfied hereunder at any of its Subsidiaries’ debt securities or prior preferred stock. (k) Subsequent to the Closing Date; execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NYSE Amex Equities, the Nasdaq Stock Market or in the over-the-counter market shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) trading in any securities of the Company on any exchange or in the over-the-counter market shall have been suspended or materially limited, (iii) subsequent to a banking moratorium shall have been declared by federal or state authorities, (iv) the date as of which information is given United States shall have become engaged in the Time of Sale Informationhostilities, there has not shall have been any an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (v) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the general affairsdate hereof (or the effect of international conditions on the financial markets in the United States shall be such), businessas to make it, propertiesin the judgment of the Representatives, key personnel, capitalization, condition impracticable or inadvisable to proceed with the offering or delivery of the Notes being delivered on such Closing Date on the terms and in the manner contemplated in the Offering Memorandum. (financial l) The Issuers and the Guarantors shall have entered into the Registration Rights Agreement and the Initial Purchasers or otherwisetheir counsel shall have received executed counterparts thereof. (m) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did notThe Issuers, the Time of Sale Information as of Guarantors and the Time of Sale did not, Trustee shall have executed and delivered the Final Offering Circular as of its date did notIndenture, and the Time of Sale Information Initial Purchasers or their counsel shall have received an executed counterpart thereof, duly executed by the Issuers, the Guarantors and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingTrustee. (wn) The Issuer Issuers and the Guarantors shall have one furnished the Representatives and counsel to the Initial Purchasers with such other certificates, opinions or more interest rate caps that satisfy other documents as they may have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the requirements of Section 5A.11provisions hereof only if they are in all material respects reasonably satisfactory to counsel for the Initial Purchasers.

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers Purchaser hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH and VMS Company contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings Company and VMS and their respective its officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS Company of their its obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, Purchaser as promptly as practicable on or following the fourth Business Day prior date of this Agreement or at such other date and time as to which the Closing DateInitial Purchaser may agree; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the The Initial Purchasers Purchaser shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial PurchasersPurchaser, is material or omitted omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.. 16 16 (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; Initial Purchaser, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives Initial Purchaser all documents and information that they it or their its counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (t) The Representatives shall have received a certificate signed by two managers or officers of Holdings, dated the Closing Date, in which such managers shall state that, to the best of their respective knowledge (i) the representations and warranties of Holdings in the Transaction Documents to which Holdings is a party are true and correct on and as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the date hereof and the Closing Date, of the representations and warranties of the Issuer, PHH Company and VMS the Guarantors contained herein, to the accuracy of the statements of the Issuer, PHH, Holdings and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH Company and VMS the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Final Offering Circular (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to the Closing Date; and no stop order suspending the sale of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (b) None of the Initial Purchasers shall not have discovered and disclosed to the Issuer, PHH or VMS Company on or prior to the Closing Date that (i) the Time of Sale Information, as of Pricing Disclosure Package or the Time of Sale, contained Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact whichthat, in the opinion of counsel for to the Initial Purchasers, is material or omitted omits to state any a fact whichthat, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Transaction Documents Indenture, the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement and the Final Offering CircularMemorandum, and all other legal matters relating to the Transaction Documents this Agreement and the transactions contemplated thereby, hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Representatives; Initial Purchasers, and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust Company shall have furnished to the Representatives such counsel all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (dc) The Issuer Irell & Xxxxxxx LLP shall have furnished to the Representatives (x) a letter from Deloitte and Toucheits written opinion, LLP, addressed as counsel to the Initial Purchasers and dated as of May 29, 2009, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (y) a letter from Deloitte and Touche, LLPCompany, addressed to the Initial Purchasers and dated the date hereofClosing Date, in form and substance reasonably satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference substantially in the Final Offering Circularform attached hereto as Exhibit B-1. (ed) The Indenture Supplement Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, P.C., Nevada counsel for the Company, shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent furnished to the execution and delivery of this AgreementRepresentatives its written opinion, there shall not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the IssuerCompany, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (s) The Representatives shall have received a certificate signed by any two of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, in which such officers shall state that, form and substance reasonably satisfactory to the best of their respective knowledge (i) the representations and warranties of VMS in this Agreement and any Transaction Documents to which VMS is a party are true and correct on and as of the Closing Date orRepresentatives, substantially in the case of the representations and warranties in the Transaction Documents, on and form attached hereto as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingExhibit B-2. (te) The Representatives Xxxxx & Xxxxxxx LLP, Indiana counsel for the Company, shall have received a certificate signed by two managers or officers of Holdingsfurnished to the Representatives its written opinion, as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, in which such managers shall state that, form and substance reasonably satisfactory to the best of their respective knowledge (i) the representations and warranties of Holdings Representatives, substantially in the Transaction Documents to which Holdings is a party are true and correct on and form attached hereto as of the dates specified in such Transaction Documents; (ii) Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale InformationExhibit B-3. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11

Conditions of Initial Purchasers’ Obligations. The respective obligations of the several --------------------------------------------- Initial Purchasers hereunder are to purchase and pay for the Original Notes, as provided for in this Agreement, shall be subject to the accuracy, on and as satisfaction of the date hereof and the Closing Date, following conditions prior to or concurrently with such purchase: (a) All of the representations and warranties of the Issuer, PHH Issuer and VMS the Guarantors contained herein, to in this Agreement shall be true and correct on the accuracy date of this Agreement and on the statements of the Issuer, PHH, Holdings Closing Date. The Issuer and VMS and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Issuer, PHH and VMS of their obligations hereunder, and to each of the following additional terms Guarantors shall have performed or complied with all of the agreements and conditions:covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Closing Date. (ab) The Final Offering Circular (and any amendments or supplements thereto) Memorandum shall have been printed and copies distributed to the Initial Purchasers by 5:00 P.M., New York City time, on the fourth Business Day prior to date of this Agreement or at such later date as the Closing Date; and no Initial Purchasers may determine. No stop order suspending the sale qualification or exemption from qualification of the Securities Original Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. . The Offering Memorandum (b) None of the Initial Purchasers shall have discovered and disclosed to the Issuer, PHH or VMS on or prior to the Closing Date that (i) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omitted to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) the Time of Sale Information or the Final Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any act which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Final Offering Circular, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Representatives; and the Issuer, PHH, PHH Sub 1, PHH Sub 2, Holdings, VMS and the Origination Trust shall have furnished to the Representatives all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. (d) The Issuer shall have furnished to the Representatives (x) a letter from Deloitte and Touche, LLP, addressed first delivered to the Initial Purchasers and dated as of May 29, 2009, for use in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect confirming sales of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Time of Sale Information and (yOriginal Notes) a letter from Deloitte and Touche, LLP, addressed to the Initial Purchasers and dated the date hereof, in form and substance satisfactory to the Representatives, concerning certain agreed-upon procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI Portfolio and concerning the accounting, financial and statistical information set forth or incorporated by reference in the Final Offering Circular. (e) The Indenture Supplement shall have been duly executed and delivered by the Issuer and the Indenture Trustee, and the Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee. (f) The Representatives shall have received a letter from S&P stating that the Securities have received a rating of “AAA” and a letter from Xxxxx’x stating that the Securities have received a rating of “Aaa.” (g) Subsequent to the execution and delivery of this Agreement, there shall did not have occurred any of the following: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of PHH or VMS which, in the judgment of the Representatives, materially impairs the investment quality of the Securities or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities; (iv) contain an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war; (v) any material disruption in commercial banking, securities settlement or clearance services in the United States; or (vi) any other substantial national or international calamity or emergency the effect of which, in the case of this clause (vi), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Securities on the terms and in the manner contemplated by this Agreement and in the Time of Sale Information and the Final Offering Circular (exclusive of any amendment or supplement thereto). (h) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, PHH, Holdings, the Origination Trust and the other Persons named therein, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit A attached hereto. The opinion shall specify that the PD Initial Purchasers in their capacities as Primary Dealers with respect to the TALF loans secured by the Securities shall be entitled to rely on (i) the opinion set forth therein that the Securities are Eligible Collateral and (ii) the negative assurances set forth therein with respect to the Time of Sale Information and the Final Offering Circular. (i) The Representatives shall have received an opinion of Xxxxx & Case LLP, special counsel to the Issuer, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit B attached hereto. (j) The Representatives shall have received an opinion of Xxxxxx X. Xxxxxx, Senior Vice President and General Counsel of VMS, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit C attached hereto. (k) The Representatives shall have received an opinion of the General Counsel of PHH, dated the Closing Date and addressed to the Initial Purchasers in the form of Exhibit D attached hereto. (l) The Representatives shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Indenture Trustee, dated the Closing Date and addressed to the Initial Purchasers and in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (m) The Representatives shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, counsel for the Wilmington Trust Company, as Origination Trustee, and special Delaware counsel for the Issuer, VMS, Holdings, the Origination Trust and Raven Funding LLC (“SPV”), dated the Closing Date and addressed to the Initial Purchasers, in the form of Exhibit E attached hereto. (n) The Representatives shall have received an opinion of DLA Piper LLP, Maryland local counsel to the Issuer and VMS, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers and to the effect that none of the Origination Trust, Holdings nor the Issuer will be treated as an association taxable as a corporation for Maryland state income or franchise tax purposes. (o) The Representatives shall have received an opinion of Drinker Xxxxxx & Xxxxx LLP, special counsel to PHH Funding, LLC (the “Intermediary”), dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (p) The Representatives shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Securities and such other matters as the Representatives may reasonably request. (q) The Representatives shall have received an opinion of the Managing Counsel of Xxxxx Fargo Bank, National Association, dated the Closing Date and addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives and to counsel for the Initial Purchasers. (r) The Representatives shall have received a certificate or certificates signed by two managers or officers of the Issuer, dated the Closing Date, stating that to the best of their respective knowledge (i) the representations and warranties of the Issuer in this Agreement and any Transaction Documents to which the Issuer is a party are true and correct on and as of the Closing Date or, in the case of the representations and warranties in the Transaction Documents, on and as of the dates specified in such agreements; (ii) that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Issuer except as set forth or contemplated in the Time of Sale Information; and (iv) nothing has come to such managers’ or officers’ attention that would lead such managers or officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (sc) The Representatives No action shall have received a certificate signed been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any two governmental agency that would, as of the managers, President, any Vice President and the Treasurer of VMS, dated the Closing Date, prevent the issuance and sale of the Original Notes or consummation of the Exchange Offer; except as disclosed in which such officers the Offering Memorandum (in the form first delivered to the Initial Purchasers for use in confirming sales of the Original Notes), no action, suit or proceeding shall state thathave been commenced and be pending against or affecting or, to the best knowledge of their respective knowledge (i) the representations Issuer, threatened against the Issuer or any Subsidiary before any court or arbitrator or any governmental body, agency or official that, if adversely determined, would have a Material Adverse Effect; and warranties no stop order preventing the use of VMS in the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement and are subject to the registration requirements of the Act shall have been issued. (d) As of December 31, 2001, neither the Issuer nor any Transaction Documents to which VMS is a party are true and correct on and Subsidiary had any material liabilities or obligations, direct or contingent, that were not set forth in the Issuer's consolidated balance sheet as of the Closing Date or, such date or in the case of the representations and warranties notes thereto set forth in the Transaction DocumentsOffering Memorandum. Since December 31, on and as of the dates specified in such agreements; (ii) VMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information2001, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of VMS except as set forth or contemplated in the Time Offering Memorandum (in the form first delivered to the Initial Purchasers for use in confirming sales of Sale Information; the Original Notes), (a) none of the Issuer or any Subsidiary has (1) incurred any liabilities or obligations, direct or contingent, that, individually or in the aggregate, would have a Material Adverse Effect, or (2) entered into any material transaction not in the ordinary course of business, (b) there has not been any event or development in respect of the business or condition (financial or other) of the Issuer and the Subsidiaries that, individually or in the aggregate, would have a Material Adverse Effect and (ivc) nothing there has come to such managers’ been no dividend or officers’ attention distribution of any kind declared, paid or made by the Issuer or any Subsidiary that would lead such managers or officers to believe that is not wholly owned by the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as Issuer on any class of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingcapital stock. (te) The Representatives Initial Purchasers shall have received a certificate signed by two managers or officers of Holdingscertificates, dated the Closing Date, in which such managers shall state thatsigned by two authorized officers of the Issuer and each of the Guarantors confirming, as of the Closing Date, to its knowledge, the best matters set forth in paragraphs (a), (b), (c) and (d) of their respective knowledge this Section 8. (f) The Initial Purchasers shall have received on the Closing Date opinions dated the Closing Date, addressed to the Initial Purchasers, of (i) Foley & Lardner, counsel to the representations Issuer, and warranties of Holdings (ii) Thompson Hine LLP, FXX xxunsxx xx xhe Issuer, substantially in the Transaction Documents foxx xx Xxhxxxxs A-1 and A-2, respectively, each of ------------ --- which is attached hereto. (g) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date of O'Melveny & Myers LLP, counsel to which Holdings is the Initial Purchasers. (h) On the date hxxxxx, the Initial Purchasers shall have received a party are true "comfort letter" from McGladrey & Pullen LLP, independent public accountants for the Issuer, dated the xxxx xf this Agreement, addressed to the Initial Purchasers and correct on in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. In addition, the Initial Purchasers shall have received "bring-down comfort letter" from McGladrey & Pullen LLP, dated as of the dates Closing Date, addressed to the Initial Puxxxxxxrs and in form and substance satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. (i) Each of the other Transaction Documents, including without limitation the Indenture, shall have been executed and delivered, and the Initial Purchasers shall have received copies, conformed as executed, thereof, except that, in lieu of Issuer's entering into the Credit Agreement, on or prior to the Closing Date written consents shall have been obtained from a sufficient percentage of the lenders under the Credit Agreement to consent to the issuance of the Notes. (j) Each of the other Transactions shall have been, or shall substantially simultaneously be consummated. (k) The Initial Purchasers shall have been furnished with wiring instructions for the application of the proceeds of the Original Notes in accordance with this Agreement and such other information as they may reasonably request. (l) O'Melveny & Myers LLP, counsel to the Initial Purchasers, shall have been furnishxx xxth such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement. (m) The Original Notes shall be eligible for trading in The Portal Market upon issuance. All agreements set forth in the representation letter of the Issuer to DTC relating to the approval of the Notes by DTC for "book-entry" transfer shall have been complied with. If any of the conditions specified in such Transaction Documents; (ii) Holdings has complied with all agreements this Section 8 shall not have been fulfilled when and satisfied all conditions on its part as required by this Agreement to be performed fulfilled (or satisfied hereunder or under waived by UBS Warburg), this Agreement may be terminated by the Transaction Documents Initial Purchasers on notice to the Issuer at any time at or prior to the Closing Date; , and (iiisuch termination shall be without liability of any party to any other party. Notwithstanding any such termination, the provisions of Sections 4(f), 6, 7, 9, 10 and 11(d) subsequent shall remain in effect. The documents required to be delivered by this Section 8 will be delivered at the date as office of which information is given in counsel for the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of Holdings except as set forth or contemplated in the Time of Sale Information. (u) The Representatives shall have received a certificate signed by two officers of VMS, in its capacity as Servicer of the Origination Trust, dated Initial Purchasers on the Closing Date, in which the Servicer shall state that, to the best of its knowledge (i) the representations and warranties regarding the Origination Trust in the Transaction Documents are true and correct on and as of the dates specified in such Transaction Documents; (ii) the Origination Trust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Closing Date; and (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of the Origination Trust except as set forth or contemplated in the Time of Sale Information. (v) The Representatives shall have received a certificate signed by two officers of PHH, dated the Closing Date, in which such officers shall state that, to the best of their knowledge (i) the representations and warranties of PHH in this Agreement are true and correct on and as of the dates specified herein; (ii) PHH has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Time of Sale Information, there has not been any material adverse change in the general affairs, business, properties, key personnel, capitalization, condition (financial or otherwise) or results of operation of PHH; and (iv) nothing has come to such officers’ attention that would lead such officers to believe that the Preliminary Offering Circular as of its date did not, the Time of Sale Information as of the Time of Sale did not, the Final Offering Circular as of its date did not, and the Time of Sale Information and the Final Offering Circular as of the Closing Date do not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (w) The Issuer shall have one or more interest rate caps that satisfy the requirements of Section 5A.11