The
purpose of this communication (this “ Confirmation
”) is to set forth the terms and conditions of the
above-referenced Transaction entered into on the Trade Date
specified below between you and us. This Confirmation supplements,
forms a part of, and is subject to the Master Terms and Conditions
for Convertible Bond Hedging Transactions between Wachovia Bank,
National Association, represented by Wells Fargo Securities, LLC as
its agent, and PHH Corporation dated as of September 23, 2009
(as amended from time to time, the “ Master
Confirmation ”).
1.
The definitions and provisions contained in the Definitions (as
such term is defined in the Master Confirmation) and in the Master
Confirmation are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.