As filed with the Securities and Exchange Commission on May 3, 2002

                                                  Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    Form S-3*
                                  and Form S-1*
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                             CHESAPEAKE FUNDING LLC
                    (formerly known as Greyhound Funding LLC)
                              (Issuer of the Notes)

                  DELAWARE                                      51-0391968
(State or other jurisdiction of incorporation                (I.R.S. Employer
              or organization)                            Identification Number)
                               D.L. PETERSON TRUST
          (Issuer of the 1999-1A Sold SUBI Certificate and the Class X
                            1999-1B SUBI Certificate)
                     (Exact names as specified in charters)
         DELAWARE                         7389                   11-3499573
(State or other jurisdiction   (Primary Standard Industrial    (I.R.S. Employer
    of incorporation or         Classification Code Number)     Identification
       organization)                                                Number)
                            307 International Circle
                           Hunt Valley, Maryland 21030
                                 (410) 771-1900
    (Address, including zip code, and telephone number, including area code,
            of principal executive offices of Chesapeake Funding LLC
                            and D.L. Peterson Trust)
                          ----------------------------

                                  Eric J. Bock
                         9 West 57th Street - 37th Floor
                            New York, New York 10019
                                 (212) 413-1800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          ----------------------------

                                   Copies to:
         John Donovan                                     Laura Palma
       White & Case LLP                             Simpson Thacher & Bartlett
 1155 Avenue of the Americas                          425 Lexington Avenue
   New York, New York 10036                         New York, New York 10017
        (212) 819-8200                                  (212) 455-2000
                          ----------------------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If the delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, check the following box. |_|

<TABLE>
                                                             CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
      Title of Each Class of            Amount to     Proposed Maximum Aggregate      Proposed Maximum            Amount of
    Securities to Be Registered       be Registered         Price Per Unit        Aggregate Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                         <C>                      <C>
Asset Backed Notes, Classes A-1       $650,000,000              100%(1)                $650,000,000                $59,800
     and A-2
------------------------------------------------------------------------------------------------------------------------------------
1999-1A Sold SUBI Certificate              (2)                    (3)                       (3)                      (3)
------------------------------------------------------------------------------------------------------------------------------------
Class X 1999-1B Sold SUBI                  (2)                    (3)                       (3)                      (3)
     Certificate
====================================================================================================================================
</TABLE>

(1)   Estimated solely for purposes for calculating the registration fee.
(2)   The 1999-1A Sold SUBI Certificate (the "Lease SUBI Certificate") issued by
      the D.L. Peterson Trust constitutes a beneficial interest in a specified
      portion of the vehicles, leases and rights associated therewith held by
      the D.L. Peterson Trust. The Class X 1999-1B Sold SUBI Certificate (the
      "Fleet Receivable SUBI Certificate") issued by the D.L. Peterson Trust
      constitutes a beneficial interest in a pool of fleet service receivables
      held by the D.L. Peterson Trust. The Lease SUBI Certificate and the Fleet
      Receivable SUBI Certificate (the "Sold SUBI Certificates") will not be
      offered directly to investors pursuant to this registration statement. The
      Sold SUBI Certificates are the primary assets of Chesapeake Funding LLC
      and will secure the Asset-Backed Notes.
(3)   Not applicable since the Sold SUBI Certificates will not be offered
      directly to investors. The Sold SUBI Certificates will secure the Asset-
      Backed Notes.

     * This Registration Statement constitutes a filing on Form S-3 with respect
to the Asset-Backed Notes issued by Chesapeake Funding LLC and a filing on Form
S-1 with respect to the Sold SUBI Certificates issued by D.L. Peterson Trust.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================


<PAGE>

--------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------

Subject to Completion, Dated May 3, 2002

PROSPECTUS

$[__________] Series 2002-1 Floating Rate Callable Asset Backed Notes, Class A-1
$[__________] Series 2002-1 Floating Rate Callable Asset Backed Notes, Class A-2

CHESAPEAKE FUNDING LLC
Issuer

PHH Vehicle Management Services, LLC, Servicer of D.L. Peterson Trust

The notes are asset-backed securities payable out of:

o    lease payments

o    the sales proceeds of vehicles and

o    collections on receivables generated by PHH Vehicle Management Services,
     LLC in its fleet management business.

We are offering the following classes of notes for sale:

<TABLE>
<CAPTION>
------------------------------------------- ------------------------------------- -------------------------------------
                                                      Class A-1                                 Class A-2
------------------------------------------- ------------------------------------- -------------------------------------
<S>                                         <C>                                   <C>
 Principal Amount                           $[__________]                         $[__________]
------------------------------------------- ------------------------------------- -------------------------------------
 Price                                      $[__________] ([__________]%)         $[__________] ([__________]%)
------------------------------------------- ------------------------------------- -------------------------------------
 Underwriters' Commissions                  $[__________] ([__________])          $[__________] ([__________]%)
------------------------------------------- ------------------------------------- -------------------------------------
 Proceeds to the Issuer                     $[__________] ([__________]%)         $[__________] ([__________]%)
------------------------------------------- ------------------------------------- -------------------------------------
 Interest Rate                              one-month LIBOR + [__________]% p.a.  one-month LIBOR + [__________]% p.a.
------------------------------------------- ------------------------------------- -------------------------------------
 Interest Payment Dates                     monthly on the 7th                    monthly on the 7th
------------------------------------------- ------------------------------------- -------------------------------------
 First Interest Payment Date                [__________], 2002                    [__________], 2002
------------------------------------------- ------------------------------------- -------------------------------------
 First Call Date                            payment date in [_________]           payment date in [__________]
------------------------------------------- ------------------------------------- -------------------------------------
 Final Maturity Date                        payment date in [__________]          payment date in [__________]
------------------------------------------- ------------------------------------- -------------------------------------

</TABLE>

The price and proceeds to the issuer do not include interest accrued from the
date the notes will be issued. The total price (excluding that interest) will be
$[__________].

The total underwriters' commissions will be $[__________].

The aggregate proceeds to the issuer, before deducting expenses payable by the
issuer estimated to be $[__________], will be $[__________].

These notes are highly structured. Before you purchase these notes, be sure you
understand the structure and the risks. See "Risk Factors" beginning on page 16.

We intend to apply to have these notes listed on the Luxembourg Stock Exchange

--------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of the disclosures in this prospectus. Any representation
to the contrary is a criminal offense.
--------------------------------------------------------------------------------

The underwriters have agreed to purchase the notes, subject to the terms and
conditions in the underwriting agreement.

JPMorgan                                                   Wachovia Securities

               The date of this Prospectus is [__________], 2002.

<PAGE>

                                Table of Contents

Notice About Information in This Prospectus...................................3
Where You Can Find More Information...........................................3
Transaction Structure.........................................................4
Transaction Overview..........................................................5
Summary of Terms of Series 2002-1 Notes.......................................6
Structural Summary............................................................8
Risk Factors.................................................................16
The Characteristics of the Leases May Change
   Over Time ................................................................16
Declines in Market Value of Leased Vehicles
   Could Reduce Payments to You .............................................16
Repayment of Your Series 2002-1 Notes is
   Limited Solely to Our Assets..............................................17
Repayment of Your Series 2002-1 Notes May be
   Dependent On Payments Made
   Under the Interest Rate Caps..............................................18
You May Receive Principal Payments Earlier or
   Later than Anticipated....................................................18
Our Indirect Ownership of the Leases, the
   Vehicles and the Receivables Could
   Result in Reduced Payments to You .........................................22
Insolvency or Bankruptcy of Vehicle
   Management Services Could Result in
   Delayed or Reduced Payments to You .......................................24
Our Issuance of Additional Series of Notes May
   Affect the Timing of Payments to You .....................................25
You May Not Be Able to Resell Your Series
   2002-1 Notes .............................................................25
Withdrawal or Downgrading of the Initial
   Ratings of the Series 2002-1 Notes Will
   Affect the Prices of the Series 2002-1
   Notes Upon Resale.........................................................25
Use of Proceeds..............................................................26
Chesapeake Funding...........................................................26
Raven Funding................................................................33
Vehicle Management Services..................................................35
Allocation of Leases and Vehicles to Lease
   SUBI......................................................................48
Characteristics of Leases Allocated to Lease
   SUBI......................................................................48
Maturity Assumptions.........................................................56
Description of the Series 2002-1 Notes.......................................62
The Indenture................................................................78
Security for the Series 2002-1 Notes.........................................85
Credit Enhancement...........................................................91
The Origination Trust and the Servicing
   Agreement.................................................................93
The Receivables Purchase Agreement, the Asset
   Purchase Agreement and the Contribution
   Agreement................................................................106
Material Legal Aspects of the Origination
   Trust....................................................................111
Material Legal Aspects of the Leases and the
   Vehicles.................................................................113
Certain Employee Benefit Plan Considerations............................... 114
Material Federal and Certain State Income Tax
  Consequences..............................................................117
Underwriting................................................................123
Legal Matters...............................................................125
Listing and General Information.............................................125
Experts.....................................................................126
Glossary of Terms...........................................................G-1
Index to Financial Statements of D.L. Peterson Trust........................F-1

                                      -2-

<PAGE>

                   Notice About Information in This Prospectus

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information.

     As you read through these sections, cross-references will direct you to
more detailed descriptions elsewhere in this prospectus. You can also directly
reference key topics by looking at the table of contents in this prospectus.

     You can find a glossary of the defined terms that appear in this prospectus
in bold faced type under the caption "Glossary of Terms" beginning on page G-1.
Unless the context otherwise requires, the terms "we," "us" and "our" refer to
Chesapeake Funding LLC.

     We are not offering these notes in any state where the offer is not
permitted.

To understand the structure of these securities, you must carefully read this
prospectus in its entirety.


                       Where You Can Find More Information

     We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, under which we each file periodic
reports and other information with the SEC. Copies of the reports and other
information may be examined without charge at the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at (800) SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available to
the public on the SEC internet site (http://www.sec.gov).

     The SEC allows us to "incorporate by reference" into this prospectus
information from other documents that we file with them, which means that we can
disclose important information by referring you to our SEC filings. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act until we have sold all of
series 2002-1 notes to which this prospectus relates or the offering is
otherwise terminated:

     o    Chesapeake Funding LLC (formerly known as Greyhound Funding
          LLC) Annual Report on Form 10-K for the year ended December 31, 2001;
          and

     o    Chesapeake Funding LLC (formerly known as Greyhound Funding LLC)
          Current Report on Form 8-K dated April 12, 2002.

     You may request a copy of these filings, other than any exhibits, at no
cost, by writing or telephoning us. Any requests should be directed to:

                               Bradley J. Howatt
                     307 International Circle, Mail Code CU
                                   Hunt Valley
                                 Maryland 21030
                                 (410) 771-1900

     We have filed a registration statement relating to the series 2002-1 notes
with the SEC. This prospectus is part of the registration statement, but the
registration statement contains additional information. With respect to any
indenture supplement, contract, agreement or other document filed as an exhibit
to the registration statement, we refer you to the exhibit for a more complete
description of the matter involved. You may obtain copies of the registration
statement by writing to the address or calling the telephone number in the
paragraph above.

                                      -3-

<PAGE>

                              Transaction Structure

                                [GRAPHIC OMITTED]


                                      -4-

<PAGE>

                              Transaction Overview

o    D.L. Peterson Trust was established by PHH Vehicle Management Services, LLC
     in order to avoid the administrative difficulty and expense associated with
     retitling vehicles in connection with the financing or transfer of vehicles
     subject to leases. D.L. Peterson Trust is the record holder of title to all
     of the leases and fleet management receivables originated by Vehicle
     Management Services.

o    On June 30, 1999, a separate portfolio of all of the leases then owned by
     D.L. Peterson Trust satisfying certain eligibility criteria, and the
     vehicles subject to those leases, was created at the direction of Raven
     Funding LLC, the initial beneficiary of D.L. Peterson Trust. Subsequent to
     June 30, 1999, Raven Funding has directed Vehicle Management Services from
     time to time to allocate to that portfolio all additional leases originated
     by Vehicle Management Services satisfying those criteria and the related
     vehicles. The beneficial interest in that portfolio, the Lease SUBI, is
     represented by the Lease SUBI Certificate.

o    On June 30, 1999, a second separate portfolio of all of the fleet
     management receivables originated by Vehicle Management Services from time
     to time was created at the direction of Raven Funding. The beneficial
     interest in that portfolio, the Fleet Receivable SUBI, is represented by
     the Fleet Receivable SUBI Certificate and another certificate retained by
     Raven Funding.

o    On June 30, 1999, Raven Funding transferred the Lease SUBI Certificate and
     the Fleet Receivable SUBI Certificate to Chesapeake Funding LLC (formerly
     known as Greyhound Funding LLC) pursuant to the Transfer Agreement. Raven
     Funding retained the certificate representing the remainder of the Fleet
     Receivables SUBI and a certificate, the UTI Certificate, representing a
     beneficial interest in all assets of D.L. Peterson Trust that are not
     allocated to a separate portfolio of assets.

o    Vehicle Management Services has agreed to service the leases and vehicles
     allocated to the Lease SUBI and the fleet management receivables allocated
     to the Fleet Receivable SUBI pursuant to the Servicing Agreement. Each of
     PHH Corporation and Avis Group Holdings, Inc. has agreed, to guarantee the
     servicer's indemnification obligations, repurchase obligations and certain
     expense reimbursement obligations under the Servicing Agreement.

o    All of the issuer's notes, including the series 2002-1 notes, are and will
     be secured by the Lease SUBI Certificate, the Fleet Receivable SUBI
     Certificate, the issuer's rights under the transaction agreements,
     including the Transfer Agreement, the interest rate caps that the issuer is
     obligated to obtain from time to time in respect of the fixed rate leases
     allocated to the Lease SUBI and funds and investments on deposit from time
     to time in a number of bank accounts, including the gain on sale account.

o    The series 2002-1 notes will also be secured by the interest rate caps that
     the issuer will be obligated to obtain under the indenture supplement
     relating to the series 2002-1 notes in respect of the floating rate leases
     which have the option to convert to a fixed rate allocated to the Lease
     SUBI and funds on deposit from time to time in the accounts established in
     respect of the series 2002-1 notes, including the reserve account and the
     yield supplement account.

                                      -5-

<PAGE>

                     Summary of Terms of Series 2002-1 Notes


Issuer:                           Chesapeake Funding LLC

Transferor:                       Raven Funding LLC

Servicer and Administrator:       PHH Vehicle Management Services, LLC -
                                  "Vehicle Management Services"

Indenture Trustee:                JPMorgan Chase Bank

Pricing Date:                     [_____________], 2002

Closing Date:                     [_____________], 2002

Clearance and Settlement:         DTC/Euroclear/Clearstream

Collateral:                       o     beneficial interest in a revolving pool
                                        of leases and the vehicles subject to or
                                        anticipated to be subject to the leases
                                        owned by the origination trust,

                                  o     beneficial interest in a pool of
                                        receivables generated by Vehicle
                                        Management Services in its fleet
                                        management business and owned by the
                                        origination trust,

                                  o     interest rate caps that provide a source
                                        of funds to make interest payments if
                                        the floating rate at which the series
                                        2002-1 notes bear interest exceeds the
                                        weighted average rate of interest on the
                                        fixed rate leases and floating rate
                                        leases that may be converted to a fixed
                                        rate, and

                                  o     amounts on deposit in a reserve account
                                        and other bank accounts.

Origination Trust:                D.L. Peterson Trust

Settlor of Origination Trust:     Raven Funding LLC

Delaware Trustee:                 Wilmington Trust Company

                                      -6-

<PAGE>

<TABLE>
<CAPTION>

                                     Class A-1                        Class A-2
<S>                                  <C>                              <C>
Initial Principal Amount:            $[__________]                    $[__________]
Interest Rate:                       one-month LIBOR + [__________]%  one-month LIBOR +
                                     p.a.                             [__________]% p.a.
Interest Accrual Method:             actual/360                       actual/360
Interest Payment Dates:              monthly (7th)                    monthly (7th)
Interest Rate Index Reset Date:      2 business days before each      2 business days before each
                                     payment date                     payment date
First Interest Payment Date:         [__________], 2002               [__________], 2002
Record Date:                         last business day of the         last business day of the
                                     calendar month before each       calendar month before each
                                     payment date                     payment date
First Call Date:                     payment date in [__________]     payment date in [_________]
Final Maturity Date:                 payment date in [__________]     payment date in [_________]
Anticipated Ratings                  Aaa/AAA*                         Aaa/AAA*
ERISA Eligible:                      Yes**                            Yes**
Application for Exchange
Listing Will be Made:                Luxembourg                       Luxembourg
Minimum Denomination:                $1,000 and multiples thereof     $1,000 and multiples thereof
CUSIP Number:
ISIN:
Common Code:

</TABLE>

Credit Enhancement:

     o    overcollateralization,

     o    up to $80,000,000 of monthly collections on receivables generated by
          Vehicles Management Services in its fleet management business,

     o    amounts available in a reserve account and

     o    amounts available in a yield supplement account.

Principal Payments:

     o    Unless there is an amortization event, the amortization period will
          begin on [__________] and we will begin making principal payments on
          the series 2002-1 notes on [__________].

     o    Principal payments on the series 2002-1 notes will be applied to the
          class A-1 notes until paid in full and then to the class A-2 notes. If
          an amortization event occurs because an event of default in respect of
          the series 2002-1 notes has occurred as a result of our failure to
          make a payment on any series of notes when due or our bankruptcy or
          insolvency, then principal payments on the series 2002-1 notes will be
          applied to the series 2002-1 notes on a pro rata basis until paid in
          full.

-----------------------

*  It is a condition to issuance that one of these ratings be obtained from
   Moody's and/or Standard & Poor's.
** Investors subject to ERISA should consult with their counsel.

                                      -7-

<PAGE>


                               Structural Summary

     In this summary we briefly describe the major structural components of the
series 2002-1 notes and the sources of payment for them. To fully understand the
terms of the series 2002-1 notes you will need to read this prospectus in its
entirety.

The Issuer

We are a special purpose limited liability company organized on June 24, 1999 as
Greyhound Funding LLC under the laws of the State of Delaware. On April 25, 2002
we changed our name to Chesapeake Funding LLC. Our sole common member is Raven
Funding, which is also a special purpose limited liability company established
under the laws of the State of Delaware. The sole member of Raven Funding is
Vehicle Management Services, a limited liability company and an indirect
wholly-owned subsidiary of Cendant Corporation.

We were established to finance the leases and related vehicles owned by D.L.
Peterson Trust, a statutory business trust established by Vehicle Management
Services in connection with the operation of its vehicle leasing and fleet
management business. We own a special unit of beneficial interest in certain
leases and vehicles owned from time to time by D.L. Peterson Trust and a portion
of a special unit of beneficial interest in a pool of receivables generated by
Vehicle Management Services in its fleet management business. We finance our
investment in these two special units of beneficial interest in the origination
trust (and the leases, vehicles and receivables allocated from time to time
thereto) by issuing notes under the indenture and issuing junior and senior
preferred membership interests. Our business activities are limited to acquiring
the special units of beneficial interest in the origination trust from Raven
Funding, acquiring all additional leases and the vehicles relating to those
leases and receivables allocated to our special units of beneficial interest
from time to time, pledging our assets to secure the notes under the indenture
and undertaking related activities.

For more information about us, see "Chesapeake Funding".


Vehicle Management Services

Vehicle Management Services provides vehicle leasing and fee-based fleet
management services, including fuel and maintenance cards and accident
management services, to companies and government agencies throughout the United
States. Vehicle Management Services' services consist of vehicle leasing and
related asset-based services and a broad range of fee-based services. The
fee-based services are primarily transacted through the use of a proprietary
charge card by the lessee's employees. Both asset-based service charges and
fee-based service charges are billed on a consolidated monthly statement which
aggregates all charges related to an individual vehicle.

On March 1, 2001, Avis Group Holdings, which then owned Vehicle Management
Services, was acquired by PHH Corporation, which is a wholly-owned subsidiary of
Cendant Corporation, and Vehicle Management Services became a wholly-owned
subsidiary of PHH Corporation.

For more information on Vehicle Management Services, see "Vehicle Management
Services".

Vehicle Management Services performs specified administrative duties for us and
Raven Funding under an administration agreement.

For more information on Vehicle Management Services' obligations under the
administration agreement, see "Chesapeake Funding--Administration Agreement".


Origination Trust

D.L. Peterson Trust was established by Vehicle Management Services in order to
avoid the administrative difficulty and expense associated with retitling
vehicles in connection with the financing or transfer of vehicles subject to
leases.

Vehicle Management Services acts as servicer of the assets held by the
origination trust under a servicing agreement. Each of PHH Corporation and Avis
Group Holdings has guaranteed Vehicle Management Services' indemnity and
repurchase obligations under the servicing agreement.

For more information on Vehicle Management Services' obligations under the
servicing agreement, see "The Origination Trust and the Servicing Agreement--The
Servicing Agreement".

                                      -8-

<PAGE>

The Series 2002-1 Notes

The series 2002-1 notes are our obligations and bear interest at the rates and
are payable on the dates stated in the summary of terms of series 2002-1 notes.

The series 2002-1 notes, together with all other notes issued under the
indenture, are secured by substantially all of our assets.

For more information on the series 2002-1 notes, see "Description of the Series
2002-1 Notes".


Repayment of the Series 2002-1 Notes

We will rely on

     o    collections from our leases,

     o    sales proceeds from the disposition of the related vehicles,

     o    collections on the receivables and

     o    funds on deposit in specified accounts to make payments on the series
          2002-1 notes.

We will be solely liable for payments on the series 2002-1 notes.

The timing of principal payments on the series 2002-1 notes is largely dependent
on the timing of collections of cash generated by our assets. During the
amortization period, principal will be paid on your series 2002-1 notes on each
payment date in an amount generally equal to the available principal
distribution amount generated by payments on the leases and proceeds from the
sale of the vehicles.

Principal payments on the series 2002-1 notes generally will be made to the
holders of the series 2002-1 notes sequentially. No principal will be paid on
the class A-2 notes until the class A-1 notes have been paid in full. However,
after the occurrence of an amortization event resulting from the occurrence of
an event of default in respect of the series 2002-1 notes because of our failure
to make a payment on any series of notes when due or our bankruptcy or
insolvency, principal payments on the series 2002-1 notes will be made on a pro
rata basis to all classes of the series 2002-1 notes until they have been paid
in full.


Optional Prepayment

We will have the option to prepay the series 2002-1 notes, in whole but not in
part, on any payment date after the [__________] payment date.

For more information about our optional prepayment of the series 2002-1 notes,
see "Description of the Series 2002-1 Notes--Optional Prepayment".


Final Maturity Dates

Any unpaid principal of any class of series 2002-1 notes will be payable in full
on the applicable final maturity date listed on the cover page of this
prospectus.

If, on the final maturity date for either the class A-1 notes or the class A-2
notes, the amount of collections available to pay principal on a class of notes
is insufficient to pay the principal amount of that class of notes in full,
amounts on deposit in the reserve account will be applied to pay the deficiency.
In addition, if the amount on deposit in the reserve account on the final
maturity date for the class A-2 notes is less than the deficiency, amounts on
deposit in the yield supplement account will be applied to pay the remaining
deficiency.

For more information about the repayment of principal of the series 2002-1 notes
and the amortization period, see "Description of the Series 2002-1
Notes--Payment of Principal" and "Maturity Assumptions".


Collateral

The series 2002-1 notes and all other notes that we have issued and will issue
under the indenture will be secured by a first-priority perfected security
interest in the following assets:

     o    a special unit of beneficial interest in those leases and the related
          vehicles owned by the origination trust and allocated to that
          interest, including the related rights under the servicing agreement
          and the other origination trust documents,

     o    a special unit of beneficial interest in a pool of receivables
          generated by Vehicle Management Services in its fleet management
          business, including the related rights under the servicing

                                      -9-
<PAGE>

          agreement and the other origination trust documents,

     o    our rights under the transfer agreement under which we acquired those
          special units of beneficial interest from Raven Funding,

     o    our rights under the administration agreement,

     o    funds on deposit from time to time in the collection account and the
          "gain on sale" account, an account which we fund up to a fixed amount
          with gains that we receive when we sell vehicles subject to closed-end
          leases,

     o    interest rate caps that we are required to obtain from time to time in
          respect of the fixed rate leases and the payments due under those
          interest rate caps, and

     o    all proceeds of the foregoing.

In addition, the series 2002-1 notes will be secured by

     o    the interest rate cap with [JPMorgan Chase Bank] that we will purchase
          in respect of the floating rate leases that may be converted to fixed
          rate leases after the closing date and the payments due under that
          interest rate cap, and

     o    funds on deposit from time to time in the reserve account, the yield
          supplement account and the distribution account.

For more information about the collateral for the series 2002-1 notes, see
"Security for the Series 2002-1 Notes".


Leases

Leases and the related vehicles are the principal assets allocated to one of our
special units of beneficial interest in the origination trust. The leases and
the related vehicles allocated to our special unit of beneficial interest change
as leases terminate and the related vehicles are sold and as new leases and the
related vehicles are allocated to our special unit of beneficial interest. The
vehicles related to the leases include vehicles subject to the leases and
vehicles that are acquired by the origination trust at the request of a lessee
but not yet accepted by that lessee. A significant majority of the vehicles are
cars and light-duty trucks.

The leases are:

     o    open-end leases or closed-end leases of cars, trucks and other
          motorized vehicles or equipment originated under a master lease
          agreement with the lessee, or

     o    individual open-end consumer leases or closed-end consumer leases of
          cars and light-duty trucks.

As of March 21, 2002, 96.5% of the aggregate lease balance were open-end leases
and 3.5% of the aggregate lease balance were closed-end leases.

Either Vehicle Management Services or PHH Financial Services Corporation
originated the master lease agreements and assigned them to the origination
trust or the origination trust originated the master lease agreements directly.
PHH Financial Services Corporation is a subsidiary of PHH Corporation that is no
longer in the business of originating leases. The leases originated by PHH
Financial Services were acquired by the origination trust in connection with the
acquisition of Vehicle Management Services by Avis Group Holdings in June 1999.

PHH PersonaLease Corporation originated the consumer leases, individually or on
behalf of the origination trust. PersonaLease is a subsidiary of Vehicle
Management Services that was established to originate vehicle leases primarily
to individuals who are either members of an affinity group or employees or
independent contractors of customers of Vehicle Management Services.

The open-end leases are typically structured

     o    with a 12 month minimum lease term,

     o    with month to month renewals after the end of the minimum lease term,
          and

     o    to provide for rent payments that include:

          o    a depreciation component that is calculated by dividing the cost
               of the vehicle being financed as specified in the lease by the
               number of months in the lease term,

          o    an interest or finance charge component that is generally
               calculated on a floating

                                      -10-

<PAGE>

               rate basis, but may be based on a fixed rate,

          o    a monthly management fee, and

          o    payment of all costs related to the titling, licensing and
               registration of the related vehicle, applicable taxes and other
               expenses prepaid by the lessor.

Vehicles are typically depreciated on a straight-line basis over 40, 45, 50 or
60 months, at the option of the lessee. If the actual value of the vehicle at
the time the lease terminates or is terminated (the "residual value") is less
than the original cost of the vehicle as specified in the lease, less the
aggregate depreciation component payments made by the lessee, the lessee is
required to make a payment equal to the amount of that shortfall. However, in
order to permit classification of the lease as an operating lease under
accounting principles generally accepted in the United States of America, the
lessee is only required to make such a payment to the extent that the residual
value of the vehicle has not fallen below 16% of such original cost for the
initial 24 months of the lease term and then 16% of the fair market value of the
vehicle at the inception of the most recent month to month renewal thereafter.

Closed-end leases are typically structured

     o    with a fixed term of 24, 36 or 48 months and

     o    with the lessor retaining the risk that the market value of the
          leased vehicle at the end of the lease term will be less than the
          original cost of the vehicle as specified in the lease less the
          aggregate depreciation component payments made by the lessee during
          the term of the lease.

Closed-end leases typically provide for a fixed monthly rental payment based on
a rate schedule.

Vehicle Management Services, as servicer, is obligated to certify that each
master lease agreement or consumer lease meets specified eligibility criteria as
a condition to any allocation of that master lease agreement or consumer lease
to our special unit of beneficial interest in the origination trust. The
servicer will be obligated to purchase an ineligible lease if the servicer
breached its representation regarding the eligibility of that lease.

For additional information about the eligibility criteria for each consumer
lease and each master lease agreement, see "Security for the Series 2002-1
Notes--Lease SUBI and Fleet Receivable SUBI--Eligibility Criteria".

In addition, the servicer is deemed to make a representation that a new lease
under an existing master lease agreement allocated to our special unit of
beneficial interest in the origination trust meets specified eligibility
criteria at the time that that lease is included in the borrowing base for the
notes.

When we were formed, all of the master lease agreements and consumer leases
satisfying the specified eligibility criteria were allocated to our special unit
of beneficial interest in the origination trust. Since that time, Raven Funding
has allocated to our special unit of beneficial interest all additional master
lease agreements and consumer leases originated by the origination trust
satisfying the specified eligibility criteria.

Raven Funding is not obligated to continue to allocate additional master lease
agreements or consumer leases to our special unit of beneficial interest, but it
is Raven Funding's current intention to continue to do so. Raven Funding, as the
initial beneficiary of the origination trust, may from time to time cause master
lease agreements and consumer leases to be allocated to one or more other
special units of beneficial interest in the origination trust.

However, Raven Funding is obligated to allocate to our special unit of
beneficial interest in the origination trust all vehicles that are acquired by
the origination trust at the request of a lessee party to a master lease
agreement already allocated to our special unit of beneficial interest but not
yet accepted by that lessee under that master lease agreement and the lease
relating to that vehicle once accepted by the lessee.


Vehicles

The vehicles subject to the leases include:

     o    automobiles and light duty trucks,

     o    medium and heavy duty trucks, truck chassis, truck bodies and truck
          tractors,

     o    truck trailers, and

     o    other types of motorized vehicles and equipment.

                                      -11-

<PAGE>

Obligors

The lessees under the leases and the obligors under the fleet management
receivables allocated to our special units of beneficial interest are primarily
large corporations, including over one-quarter of the Fortune 500 companies,
most of which have greater than 100 fleet vehicles under lease and/or
management.


Interest Rate Caps

On the closing date, we will own an interest rate cap with Bank of America,
N.A. in respect of the fixed rate leases allocated to our special unit of
beneficial interest in the origination trust as of the closing date.

In order for a fixed rate lease allocated to our special unit of beneficial
interest in the origination trust after the closing date to satisfy the
eligibility criteria for funding under the indenture, we will be required to
have or obtain an interest rate cap in respect of that lease from a bank or
other financial institution having short-term debt ratings of at least "A-1"
from Standard & Poor's and "P-1" from Moody's and long-term unsecured debt
ratings of at least "A+" from Standard & Poor's and "Aa3" from Moody's. This
interest rate cap will provide a source of funds to us to make interest payments
in respect of the series 2002-1 notes during periods when the weighted average
rate of interest on the fixed rate leases allocated to our special unit of
beneficial interest in the origination trust is less than the floating rate at
which the series 2002-1 notes bear interest. See "Security for the Series 2002-1
Notes--Interest Rate Caps" below for more information regarding the terms of
this interest rate cap.

Lessees generally have the right to convert a floating rate lease to a fixed
rate lease at any time on 30 days' notice. On the closing date, we will obtain
an interest rate cap from [JPMorgan Chase Bank] in respect of the floating rate
leases allocated to our special unit of beneficial interest that may be
subsequently converted to fixed rate leases. This interest rate cap will provide
a source of funds to us to make interest payments in respect of the series
2002-1 notes during periods when the weighted average rate of interest on fixed
rate leases allocated to our special unit of beneficial interest in the
origination trust that were once floating rate leases is less than the floating
rate at which the series 2002-1 notes bear interest. See "Security for the
Series 2002-1 Notes--Interest Rate Caps" below for more information regarding
the terms of this interest rate cap.

For more information about the maximum strike rate and the minimum required
notional amount of the interest rate caps that we are required to maintain, see
"Security for the Series 2002-1 Notes--Interest Rate Caps".


Lease Overcollateralization

In order to provide credit enhancement for defaulted leases and losses upon the
sale of vehicles, the amount of lease collateral that is required under the
indenture to support the payment of the notes is greater than the aggregate
principal amount of all series of notes.

On the closing date, this lease overcollateralization plus any amount on deposit
in the reserve account or the principal subaccount of the collection account
will be required to equal 15.9425% of the initial aggregate principal amount of
the series 2002-1 notes. The required amount of credit enhancement consisting of
lease overcollateralization and amounts on deposit in the reserve account or the
principal subaccount of the collection account may decline to 14.9425% of the
initial aggregate principal amount of the series 2002-1 notes or increase to
16.9425% of the initial aggregate principal amount of the series 2002-1 notes
depending upon the performance of the leases allocated to our special unit of
beneficial interest in the origination trust.

For information about the lease portfolio performance measures that result in
changes in the required amount of credit enhancement, see "Credit
Enhancement--Required Enhancement Amount".

On the closing date, the required amount of credit enhancement will be provided
by

     o    lease overcollateralization funded by

          o    the preferred membership interests that we will issue on the
               closing date,

          o    other series of preferred membership interests that we have
               issued and

          o    the common membership interest in us held by Raven Funding and

     o     amounts on deposit in the reserve account.

An amortization event will occur if the amount of collateral supporting the
payment of the series 2002-

                                      -12-

<PAGE>


1 notes is less than the required amount for more than two business days.


Fleet Receivables

We own a portion of a special unit of beneficial interest in a pool of
receivables generated by Vehicle Management Services in its fleet management
business which entitles us to receive up to $80,000,000 a month of the
collections received in respect of such receivables.  These receivables are
amounts payable under the fleet service contracts that Vehicle Management
Services has with its customers, and include, among others, payment obligations
arising from:

          o    fuel card programs,

          o    vehicle maintenance charges,

          o    purchases of vehicles for the customer's account and

          o    accident management services.

Collections on these receivables are intended to supplement the payments on the
leases and the sales proceeds of the related vehicles and provide additional
credit enhancement and yield enhancement for payments on the notes. These
receivables will not be counted when determining whether there is sufficient
collateral supporting the payment of the series 2002-1 notes.


Reserve Account

As an additional source of credit enhancement, we will establish a reserve
account. The reserve account will be funded as follows:

o    on the closing date, we will make an initial deposit into the reserve
     account of $14,649,700 which is 2.2538% of the aggregate initial principal
     amount of the series 2002-1 notes and

o    on each payment date, the indenture trustee will deposit into the reserve
     account any excess collections remaining after the payment of

          o    interest and principal on the series 2002-1 notes

          o    dividends on the preferred membership interests relating to the
               series 2002-1 notes, and

          o    various other obligations and expenses.

After the closing date the indenture trustee will make those deposits to the
reserve account only if they are needed to maintain a balance in the reserve
account equal to our initial deposit.

The indenture trustee will withdraw available amounts from the reserve account
on each payment date to cover shortfalls in payments of interest and principal
on the series 2002-1 notes and the preferred

                                      -13-

<PAGE>

membership interests relating to the series 2002-1 notes.

An amortization event will occur if the amount on deposit in the reserve account
is less than the initial deposit for more than two business days.


Yield Supplement Account

As an additional source of funds for interest payments on the series 2002-1
notes, we will establish a yield supplement account. The yield supplement
account will be funded as follows:

     o    on each payment date, the indenture trustee will deposit into the
          yield supplement account any excess collections remaining after
          payment of

          o    interest and principal on the series 2002-1 notes,

          o    dividends on the preferred membership interests relating to the
               series 2002-1 notes and

          o    various other obligations and expenses and

          after required amounts have been deposited into the reserve account.

The indenture trustee will make those deposits to the yield supplement account
only if they are needed to maintain a balance in the yield supplement account
equal to the amount by which the anticipated shortfall in interest payments
amount exceeds the portion of the aggregate balance of the fleet management
receivables allocated to the series 2002-1 notes. The indenture trustee will pay
any further excess collections to us. No amount will be required to be on
deposit in the yield supplement account on the closing date.

The indenture trustee will withdraw available amounts from the yield supplement
account on each payment date to cover shortfalls in payments of interest on the
series 2002-1 notes and the preferred membership interests relating to the
series 2002-1 notes.

                                      -14-
<PAGE>

An amortization event will occur if the amount on deposit in the yield
supplement account is less than the required amount for more than two business
days.

The anticipated shortfall in interest payments will increase if the interest
rates on the series 2002-1 notes and the dividend rates on the preferred
membership interests relating to the series 2002-1 notes increase under
circumstances where the interest rates or the finance charges on the floating
rate leases do not increase commensurately.

For information about the yield shortfall amount, see "Credit
Enhancement--Required Yield Supplement Account Amount".


Gain on Sale Account

As an additional source of credit enhancement, we have established a bank
account with the indenture trustee in which we deposit gains on sale of vehicles
which were subject to closed-end leases. We are not required to deposit funds or
retain amounts on deposit in the gain on sale account if the amount on deposit
in the gain on sale account exceeds the amount that is required to remain on
deposit in the gain on sale account. The indenture trustee will release excess
amounts on deposit in the gain on sale account to us.

Amounts on deposit in the gain on sale account are available to cover residual
value losses on vehicles which were subject to closed-end leases. A residual
value loss is the amount by which the net proceeds from the sale of a vehicle
which was subject to a closed-end lease (together with any termination payment
received from the related lessee) is less than the net book value of that
vehicle.

We fund the gain on sale account with the amounts by which the sales proceeds of
the vehicles which were subject to closed-end leases exceed the net book values
of those vehicles.

As of April 8, 2002, there was $591,003 on deposit in the gain on sale account.

For more information regarding the gain on sale account and the amount that is
required to remain on deposit in the gain on sale account, see "Description of
the Series 2002-1 Notes--Bank Accounts--Gain on Sale Account".


Other Series of Notes

We will have three other series of notes outstanding on the closing date. For
information about those other series of notes, see "Chesapeake
Funding--Capitalization--Other Series of Notes and Senior Preferred Membership
Interests".

We may issue additional series of notes without the consent of the holders of
the notes then outstanding. We may not change the terms of your notes by issuing
an additional series of notes. There are a number of conditions to our issuance
of an additional series of notes. For a discussion of those conditions, see "The
Indenture--Issuance of Additional Series".


Servicing and Administrator Fees

Vehicle Management Services is entitled to receive a servicing fee equal to
0.215% per annum of the balance of the leases allocated to our special unit of
beneficial interest in the origination trust for servicing those leases and the
other assets allocated to our special units of beneficial interest in the
origination trust.

The portion of that servicing fee payable to the servicer out of the collections
on the origination trust assets allocated to the series 2002-1 notes on each
payment date will be based on the origination trust assets allocable to the
series 2002-1 notes during the preceding interest period.

If Vehicle Management Services is the servicer, this servicing fee will be
payable on each payment date to the extent that funds are available in the
collection account for the series 2002-1 notes to pay the servicing fee, after
the payment of interest on the series 2002-1 notes. If Vehicle Management
Services is not the servicer, this servicing fee will be payable from available
funds in the collection account for the series 2002-1 notes prior to the payment
of interest on the series 2002-1 notes. For additional information on the funds
available to pay the servicing fee, see "Description of the Series 2002-1
Notes--Monthly Distributions".

If Vehicle Management Services is not the servicer, the portion of the servicing
fee payable to the servicer out of the collections on the origination trust
assets allocated to the series 2002-1 notes may be increased to an amount up to
110% of the costs to the servicer of servicing the origination trust assets
allocable to the series 2002-1 notes. The amount of the servicing fee in excess
of the base servicing fee will be payable on each payment date to the extent

                                      -15-

<PAGE>

that funds are available in the collection account for the series 2002-1 notes
after the payment of all other amounts payable out of the collections on
the origination trust assets allocated to the series 2002-1 notes on the payment
date.

Vehicle Management Services, as administrator, is also entitled to receive a fee
equal to approximately 0.01% per annum of the principal balance of the leases
allocated to our special unit of beneficial interest in the origination trust
for acting as our administrator. The portion of that fee allocable to the series
2002-1 notes and payable to the administrator out of the collections on the
origination trust assets allocated to the series 2002-1 notes on each payment
date will be based on the origination trust assets allocable to the series
2002-1 notes during the preceding interest period.

This fee will be payable on each payment date to the extent that funds are
available in the collection account for the series 2002-1 notes to pay the fee,
after the payment of interest on the series 2002-1 notes and the portion of the
base servicing fee allocable to the series 2002-1 notes.


Risk Factors

The series 2002-1 notes are highly structured and as a result an investment in
the series 2002-1 notes involves material risks. Before you purchase series
2002-1 notes, be sure you understand the structure and those risks. See "Risk
Factors".


Material Federal and Certain State Income Tax Consequences

White & Case LLP, as special tax counsel to the issuer, is of the opinion that:

     o    the series 2002-1 notes will be characterized as indebtedness for
          federal income tax purposes, and

     o    the issuer will not be a separately taxable entity for federal income
          tax purposes.

By accepting a series 2002-1 note, each holder or beneficial owner will agree to
treat the series 2002-1 notes as indebtedness. We suggest that you consult your
own tax advisor regarding the federal income tax consequences of the purchase,
ownership and sale of the series 2002-1 notes, and the tax consequences arising
under the laws of any state or other taxing jurisdiction.

For more information on the material tax consequences of the purchase, ownership
and sale of the series 2002-1 notes, see "Material Federal and Certain State
Income Tax Consequences".


ERISA Considerations

We expect that the series 2002-1 notes will be eligible for purchase by employee
benefit plans. However, employee benefit plans contemplating a purchase of
series 2002-1 notes should consult their counsel before making a purchase. See
"Certain Employee Benefit Plan Considerations."


Ratings

The series 2002-1 notes will be issued only if they are rated in the highest
long-term category by either Moody's or Standard & Poor's. A rating is not a
recommendation to purchase, hold or sell the series 2002-1 notes, inasmuch as
that rating does not comment on market price or suitability for a particular
investor. A rating of the series 2002-1 notes addresses the likelihood of the
payment of principal and interest on the series 2002-1 notes in accordance with
their terms. We cannot assure you that a rating will not be lowered or withdrawn
by an assigning rating agency.


Mailing Address and Telephone Number of Principal Executive Office

Our mailing address is 307 International Circle, Hunt Valley, Maryland 21030,
and our telephone number is (410) 771-1900.

                                      -16-

<PAGE>



                                  Risk Factors

     The following is a summary of the principal risk factors in an investment
in the series 2002-1 notes. The remainder of this prospectus provides much more
detailed information about these risk factors. You should consider the following
risk factors in light of your investment strategy in deciding whether to
purchase the series 2002-1 notes.


The Characteristics of the
Leases May Change Over Time   Under the terms of the indenture, during the
                              revolving period, collections allocated to the
                              series 2002-1 notes may be used by us to acquire
                              additional leases allocated to our special unit of
                              beneficial interest in the origination trust.
                              Although additional leases must meet eligibility
                              criteria, the additional leases may be different
                              from the leases already allocated to our special
                              unit of beneficial interest in the origination
                              trust. The additional leases may have different
                              lessees, vehicle types and interest rate
                              provisions. Consequently, the overall
                              characteristics of the leases may change
                              significantly with the addition of additional
                              leases arising under the existing master lease
                              agreements and/or new master lease agreements or
                              consumer leases with new lessees. The servicer is
                              obligated to originate new leases and lease
                              agreements in accordance with its credit and
                              collection policies, however, these policies
                              permit a wide variety of lessees, vehicle types
                              and interest rate provisions and the servicer may
                              amend these policies from time to time provided
                              that the amendments would not have a material
                              adverse effect on the collectibility of amounts
                              owing under the leases or on our interests or
                              those of the indenture trustee in the leases. It
                              is possible that any differences in the
                              characteristics of the additional leases from the
                              characteristics of the leases already allocated to
                              our special unit of beneficial interest in the
                              origination trust could result in delinquencies
                              and losses on these additional leases that may
                              exceed those on the initial leases.

Declines in Market Value of
Leased Vehicles Could Reduce
Payments to You               Closed-End Leases

                              The lessees under the closed-end leases will not
                              be obligated to make a payment if the proceeds
                              from the sale of the related vehicles at lease
                              termination, plus any related fees or penalties,
                              are less than the stated residual values of those
                              vehicles. If the market value of a vehicle at
                              lease termination is less than the stated residual
                              value of that vehicle, we will suffer a loss.

                              A lessee under a closed-end lease may terminate
                              its lease at any time upon the payment by the
                              lessee of an amount equal to 50% of any unpaid
                              rent for the remaining scheduled lease term. If
                              the sum of that payment and the market value of
                              the vehicle at that time is less than the stated
                              residual value of the vehicle, we will suffer a
                              loss.

                                      -17-

<PAGE>

                              Vehicles Ordered At Lessee Request

                              A lessee under a lease may order a vehicle and
                              later decide not to accept the vehicle for lease.
                              If a vehicle is rejected, the servicer will sell
                              the vehicle in accordance with its policies and
                              procedures. If the market value of that vehicle
                              (together with any cancellation fee paid by the
                              related lessee) is less than the cost to us of the
                              vehicle, we will suffer a loss.

                              Charged-off Leases

                              If a lessee defaults under its lease and the lease
                              is charged-off, the only source of payment for
                              amounts that we expected to be paid on that lease
                              will be the income and proceeds from the
                              disposition of the related vehicles and any
                              deficiency judgment against the lessee. If the
                              market values of the vehicles decline faster than
                              the lease balances of the related leases plus, in
                              the case of a closed-end lease, the stated
                              residual values of the related vehicles, the
                              servicer may not recover the entire amount due on
                              a charged-off lease plus, in the case of a
                              closed-end lease, the stated residual values of
                              the related vehicles, and we may suffer a loss.

                              Losses on closed-end leases, rejected vehicles and
                              charged-off leases may deplete the protection
                              afforded to you by the overcollateralization, the
                              reserve account and amounts on deposit in the gain
                              on sale account and may result in a shortfall in
                              payments on your series 2002-1 notes. The
                              occurrence of any event which has or can be
                              expected to have an adverse impact upon the
                              wholesale market for new or used vehicles may
                              increase the severity of these losses.

Repayment of Your Series
2002-1 Notes is Limited
Solely to Our Assets          Your series 2002-1 notes are our obligations only
                              and you will have recourse for payments on your
                              series 2002-1 notes solely to the collateral
                              pledged to the indenture trustee for the benefit
                              of the holders of each series of notes issued
                              under the indenture, including your series 2002-1
                              notes, and the collateral pledged to the indenture
                              trustee for the benefit of the holders of the
                              series 2002-1 notes only. We will not have any
                              other significant assets. The amount on deposit in
                              the reserve account for your benefit will be
                              limited. If the amount on deposit in the reserve
                              account is depleted, you will depend solely on the
                              remaining collateral to make payments on your
                              series 2002-1 notes. The collectibility of amounts
                              payable under the leases and in respect of the
                              receivables generated by Vehicles Management
                              Services in its fleet management business will
                              depend on the willingness and ability of the
                              obligors under the leases and the receivables to
                              make timely payment of their obligations. General
                              economic conditions, the obligors' financial
                              condition and other similar factors will affect
                              the obligors' ability to satisfy their obligations
                              under the leases and the receivables.

                                      -18-

<PAGE>


Repayment of Your Series
2002-1 Notes May be Dependent
On Payments Made Under the
Interest Rate Caps            0n the closing date, we will own an interest rate
                              cap with Bank of America, N.A. relating to the
                              fixed rate leases allocated to our special unit of
                              beneficial interest in the origination trust and
                              an interest rate cap with [JP Morgan Chase Bank]
                              relating to the floating rate leases that have the
                              option to convert to a fixed rate allocated to our
                              special unit of beneficial interest in the
                              origination trust. If either Bank of America, N.A.
                              or [JPMorgan Chase Bank] defaults under its
                              interest rate cap and we do not receive the
                              payments that we expect to receive under that
                              interest rate cap, we may not have adequate funds
                              to make all payments to you when due. Accordingly,
                              you will have credit exposure to these interest
                              rate cap counterparties to the extent of the
                              amounts payable by them under the interest rate
                              caps.

You May Receive Principal
Payments Earlier or
Later than Anticipated        Amortization Events

                              If one of the specified amortization events
                              occurs, we will begin to make payments of
                              principal of the series 2002-1 notes on the first
                              payment date following the month during which that
                              event occurred. Amounts available to pay principal
                              on the series 2002-1 notes will be distributed to
                              the holders of the class A-1 notes until such time
                              as the class A-1 notes are paid in full and after
                              the class A-1 notes are paid in full to the
                              holders of the class A-2 notes until such time as
                              the class A-2 notes are paid in full unless the
                              amortization event was the result of the
                              occurrence of an event of default due to our
                              failure to make a payment on any series of notes
                              when due or our bankruptcy or insolvency. If such
                              an amortization event occurs, principal payments
                              on the series 2002-1 notes will be applied to the
                              series 2002-1 notes on a pro rata basis until such
                              time as the series 2002-1 notes have been paid in
                              full. You will bear any reinvestment risk due to
                              the early payment of the principal of your series
                              2002-1 notes. If an amortization event occurs, the
                              average life of your series 2002-1 notes could be
                              significantly reduced.

                              The specified amortization events will include:

                              o    the failure to maintain the required amount
                                   of lease overcollateralization for two or
                                   more business days,

                              o    the failure to have the required amount on
                                   deposit in the yield supplement account for
                                   two or more business days,

                              o    the failure to have the required amount on
                                   deposit in the reserve account for two or
                                   more business days,

                              o    the three month rolling average of the rates
                                   at which the leases allocated to our special
                                   unit of beneficial interest in the
                                   origination trust are charged-off is more
                                   than 1.00%,

                                      -19-

<PAGE>


                              o    the three month rolling average of losses
                                   upon sale of rejected vehicles allocated to
                                   our special unit of beneficial interest in
                                   the origination trust is more than 1.50%,

                              o    the three month rolling average of the leases
                                   allocated to our special unit of beneficial
                                   interest in the origination trust that are
                                   delinquent for 60 days or more is more than
                                   7.00%,

                              o    during the revolving period, there is at
                                   least $10,000,000 on deposit in the principal
                                   collection subaccount for the series 2002-1
                                   notes on two consecutive payment dates or

                              o    the occurrence of an event of default with
                                   respect to your series 2002-1 notes under the
                                   indenture.

                              For more information about the amortization
                              events, see "Description of the Series 2002-1
                              Notes--Payment of Principal--Amortization Events".

                              --Failure to Maintain Sufficient Leases

                              The lessees under the open-end leases may
                              terminate their leases and have the related
                              vehicles sold at any time after the one year
                              anniversary of the lease commencement date and the
                              lessees under the closed-end leases may terminate
                              their leases and have the related vehicles sold at
                              any time with payment of termination fees. We can
                              give you no assurance that the origination trust
                              will acquire additional vehicles to become subject
                              to the existing master lease agreements or enter
                              into additional master lease agreements or
                              consumer leases to be allocated to our special
                              unit of beneficial interest in the origination
                              trust.

                              The rate at which

                              o    lessees elect to terminate the leases,

                              o    lessees default on the leases and

                              o    lessees lease additional vehicles under the
                                    master lease agreements.


                              will be influenced by various factors, including

                              o    changes in customer requirements,

                              o    the level of casualty losses and

                              o    the overall economic environment.

                              A significant decline in the aggregate cost of the
                              vehicles ordered at the request of lessees and the
                              aggregate lease balance of the leases allocated to
                              our special unit of beneficial interest in the
                              origination trust could result in there being
                              $10,000,000 or more on deposit in the principal
                              collection subaccount for the series 2002-1 notes
                              for two consecutive payment dates.

                                      -20-

<PAGE>


                              The following factors will determine whether there
                              will be sufficient vehicles and leases allocated
                              to our special unit of beneficial interest in the
                              origination trust:

                              o    the ability of Vehicle Management Services,
                                   on behalf of the origination trust, to
                                   originate new master lease agreements that
                                   meet the eligibility criteria described in
                                   this prospectus,

                              o    the rate at which lessees lease vehicles
                                   under the master lease agreements on terms
                                   that meet the eligibility criteria described
                                   in this prospectus and

                              o    the rate at which the lessees terminate
                                   existing leases.

                              --Failure to Maintain the Required Amount on
                              Deposit in the Yield Supplement Account

                              Finance charges on the floating rate leases
                              allocated to our special unit of beneficial
                              interest in the origination trust will be
                              calculated principally on the basis of a 30-day
                              commercial paper rate but also on the basis of a
                              number of other floating rate indices. The
                              interest rate of your series 2002-1 notes is based
                              on one-month LIBOR. Changes in one-month LIBOR
                              might not be reflected in the commercial paper
                              rate or other indices, resulting in a higher or
                              lower spread, or difference, between the amount of
                              collections of finance charges on the floating
                              rate leases and the amounts of interest payable on
                              your series 2002-1 notes and other amounts
                              required to be funded out of collections. If there
                              is a decline in the indices for determining the
                              finance charges on the floating rate leases which
                              does not coincide with a decline in one-month
                              LIBOR, the amount that is required to be on
                              deposit in the yield supplement account will
                              increase.

                              --Failure to Maintain the Required Amount on
                              Deposit in Reserve Account and Performance of the
                              Leases

                              Vehicle Management Services' strategy of
                              penetrating the medium fleet market described
                              under the caption "Vehicle Management Services
                              --Fleet Management and Leasing Operations" may
                              result in an increase in the rates at which the
                              leases are charged-off and we may incur losses.

                              --Events of Default

                              An event of default will occur with respect to
                              your series 2002-1 notes under the indenture,
                              among other reasons, if we fail to pay interest on
                              any series of notes issued under the indenture
                              when due and that failure continues for five
                              consecutive business days or if we fail to pay the
                              principal of any series of notes issued under the
                              indenture when due. For more information about the
                              events of default, see "The Indenture--Events of
                              Default".

                                      -21-

<PAGE>

                              Prepayment of Series 2002-1 Notes

                              We may prepay the series 2002-1 notes, in whole
                              but not in part, without premium, on any payment
                              date after the [__________] payment date. You will
                              bear any reinvestment risk due to the early
                              payment of the principal of your series 2002-1
                              notes.

                              Payment Rates

                              If one of the specified amortization events does
                              not occur earlier, you will begin to receive
                              principal payments on your series 2002-1 notes on
                              the payment date in [__________]. In the absence
                              of an amortization event resulting from the
                              occurrence of an event of default due to our
                              failure to make a payment on any series of notes
                              when due or our bankruptcy or insolvency, on that
                              payment date and each payment date after that
                              payment date, amounts available to pay principal
                              on your series 2002-1 notes will be distributed to
                              the holders of the class A-1 notes until such time
                              as the class A-1 notes have been paid in full and
                              after the class A-1 notes have been paid in full
                              to the holders of the class A-2 notes until such
                              time as the class A-2 notes have been paid in
                              full.

                              The actual rate of amortization of principal of
                              your series 2002-1 notes will depend on

                              o    the rate at which the lessees make
                                   depreciation payments under the leases
                                   allocated to our special unit of beneficial
                                   interest in the origination trust,

                              o    the rate at which the lessees elect to
                                   terminate those leases, and

                              o    the rate at which the vehicles relating to
                                   those leases are sold upon lease termination.

                              The rate at which those leases become charged-off
                              leases or are purchased by the servicer will also
                              affect the actual rate of amortization of
                              principal because amounts in respect of those
                              leases will also be applied to the payment of
                              principal of your series 2002-1 notes.

                              The depreciation rates and the rate at which the
                              lessees elect to terminate the leases will vary
                              due to various factors, including

                              o    general economic conditions,

                              o    economic and financial factors affecting the
                                   lessees, their industries and their
                                   geographic regions, and

                              o    the specific terms of the leases.

                              As a result, we cannot assure you of the rate at
                              which you can expect to receive payments of
                              principal on your series 2002-1 notes or that any
                              class of your series 2002-1 notes will be fully
                              paid on or prior to any particular payment date,
                              including its final maturity date.

                                      -22-

<PAGE>

Our Indirect Ownership of
the Leases, the Vehicles
and the Receivables Could
Result in Reduced Payments
to You                        Potential Claims of Third-Party Creditors on
                              Assets of the Origination Trust

                              Unlike many structured financings in which the
                              holders of the securities have a direct ownership
                              interest or a perfected security interest in the
                              underlying assets being securitized, we do not
                              directly own the vehicles, the leases or the fleet
                              management receivables allocated to our special
                              units of beneficial interest in the origination
                              trust and we do not have a security interest in
                              those assets. Instead, the origination trust is
                              the legal titleholder of the vehicles, the leases
                              and the fleet management receivables and we have a
                              beneficial interest in those vehicles, leases and
                              fleet management receivables through our ownership
                              of the special units of beneficial interest in the
                              origination trust. The origination trust is not
                              expected to have any significant obligations to
                              third parties. However, our rights to receive the
                              cash flows from the leases, the vehicles and the
                              fleet management receivables may be subordinated
                              to the claims of third-party creditors of the
                              origination trust.

                              --Liabilities Arising Out of the Origination Trust
                              Assets

                              In connection with other financings, Raven Funding
                              may in the future create and sell or pledge
                              special units of beneficial interest in the
                              origination trust other than our special units of
                              beneficial interest in the origination trust, as
                              described more fully under the caption "The
                              Origination Trust and the Servicing
                              Agreement--Origination Trust". Under the agreement
                              creating the origination trust and the Delaware
                              state statute under which the origination trust
                              was created, the liabilities of the origination
                              trust which relate to origination trust assets
                              allocated to a particular special unit of
                              beneficial interest will be allocated to that
                              special unit of beneficial interest and paid
                              solely from the origination trust assets allocated
                              to that special unit of beneficial interest. As a
                              result of this allocation, any uninsured and
                              unindemnified liability to third parties arising
                              from or in respect of the origination trust assets
                              allocated to our special units of beneficial
                              interest in the origination trust will be
                              satisfied out of those origination trust assets.
                              You could suffer a loss if any of those
                              liabilities are satisfied out of the origination
                              trust assets allocated to our special units of
                              beneficial interest in the origination trust.

                              In addition, you could suffer a loss if a court
                              chose not to enforce the allocation provisions in
                              the agreement creating the origination trust and
                              allow the satisfaction of liabilities relating to
                              origination trust assets not allocated to our
                              special units of beneficial interest out of the
                              origination trust assets allocated to our special
                              units of beneficial interest in the origination
                              trust.

                              --ERISA Liabilities

                              All of the origination trust assets, including the
                              assets allocated to our special units of
                              beneficial interest in the origination trust,
                              could become

                                      -23-

<PAGE>

                              subject to liens in favor of the Pension Benefit
                              Guaranty Corporation to satisfy certain
                              obligations arising under the Employee Retirement
                              Income Security Act of 1974 or ERISA of any member
                              of the origination trust's "affiliated group,"
                              which includes Vehicle Management Services and its
                              affiliates, in connection with any employee
                              benefit plans. Those liens would have priority
                              over our interests and those of the indenture
                              trustee in the origination trust assets allocated
                              to our special units of beneficial interest in the
                              origination trust.

                              Vehicle Management Services and its affiliates
                              currently have no material unfunded liabilities
                              under ERISA, but we cannot assure you that Vehicle
                              Management Services and its affiliates will
                              continue their current level of funding in the
                              future. If they have material unfunded liabilities
                              under ERISA in the future, the ratings of the
                              series 2002-1 notes may be downgraded and you
                              could suffer a loss if those liabilities are
                              satisfied out of the origination trust assets
                              allocated to our special units of beneficial
                              interest in the origination trust.

                              --Vicarious Tort Liability

                              The origination trust and the origination trust
                              assets are and will continue to be involved in
                              litigation arising from the origination trust's
                              ownership of the vehicles subject to the leases
                              and may become subject to liability as a result of
                              that ownership. State laws differ as to whether
                              anyone suffering injury to person or property
                              involving a motor vehicle may bring an action
                              against the owner of the motor vehicle merely by
                              virtue of that ownership. The laws of some states
                              may hold the origination trust liable for the
                              negligent use by the lessees and their employees
                              of the vehicles. In addition, actions by third
                              parties might arise against the owner of a vehicle
                              based on legal theories other than negligence,
                              such as product defect or improper vehicle
                              preparation.

                              You could suffer a loss if the lessees fail to
                              indemnify the origination trust for any
                              liabilities arising from the origination trust's
                              ownership of the vehicles under the leases and the
                              liabilities exceed the amount of the contingent
                              excess liability insurance maintained by the
                              origination trust to cover this risk.

                                      -24-

<PAGE>


Insolvency or Bankruptcy
of Vehicle Management
Services Could Result in
Delayed or Reduced Payments
to You                        If Vehicle Management Services were to become
                              subject to bankruptcy or other insolvency
                              proceedings, a court could conclude that Vehicle
                              Management Services owns our special units of
                              beneficial interest in the origination trust or
                              owns some of the leases and the related vehicles
                              and the fleet management receivables allocated to
                              our special units of beneficial interest by:

                              o    treating Vehicle Management Services and the
                                   origination trust as the same entity for
                                   bankruptcy purposes,

                              o    determining that Vehicle Management Services
                                   and/or PersonaLease still own, and that Raven
                                   Funding holds a security interest in, those
                                   leases and the related vehicles that Vehicle
                                   Management Services and PersonaLease
                                   transferred to Raven Funding and that Raven
                                   Funding transferred to the origination trust
                                   on June 30, 1999 in connection with the
                                   financing of the acquisition by Avis Group
                                   Holdings of Vehicle Management Services and
                                   its affiliates,

                              o    determining that Vehicle Management Services
                                   still owns, and that Raven Funding holds a
                                   security interest in, those equipment leases
                                   and the related equipment that Vehicle
                                   Management Services transferred to Raven
                                   Funding and that Raven Funding transferred to
                                   the origination trust on October 28, 1999 in
                                   connection with our issuance of the series
                                   1999-2 notes,

                              o    determining that Vehicle Management Services
                                   still owns, and that Raven Funding holds a
                                   security interest in, the fleet management
                                   receivables that Vehicle Management Services
                                   transfers to Raven Funding and that Raven
                                   Funding transfers to the origination trust
                                   from time to time, or

                              o    treating Vehicle Management Services and
                                   Raven Funding as the same entity for
                                   bankruptcy purposes and determining that
                                   Raven Funding still owns the leases, the
                                   related vehicles and the fleet management
                                   receivables transferred to the origination
                                   trust as described above or our special units
                                   of beneficial interest in the origination
                                   trust.

                                      -25-

<PAGE>


Our Issuance of Additional
Series of Notes May Affect
the Timing of Payments
to You                        We have issued and may issue additional series of
                              notes from time to time. We may issue an
                              additional series of notes with terms that are
                              different from your series of notes without your
                              prior review or consent. It is a condition to our
                              issuance of each new series of notes that each
                              rating agency that has rated an outstanding series
                              of notes confirm in writing that the issuance of
                              the new series of notes will not result in a
                              reduction or withdrawal of its rating of any
                              outstanding series of notes. The rating agency
                              confirmation will be based primarily on our
                              ability to pay principal by the final maturity
                              date and interest on each payment date, but the
                              rating agency will not consider how the terms of a
                              new series of notes could affect the timing and
                              amounts of payments on your series of notes. For
                              more information about our issuance of additional
                              series of notes, see "The Indenture--Issuance of
                              Additional Series".

You May Not Be Able to
Resell Your Series 2002-1
Notes                         The underwriters may assist in resales of any
                              class of the series 2002-1 notes but they are not
                              required to do so. A secondary market for your
                              series 2002-1 notes may not develop. If a
                              secondary market does develop, it might not
                              continue or it might not be sufficiently liquid to
                              allow you to resell your series 2002-1 notes.

Withdrawal or Downgrading of
the Initial Ratings of the
Series 2002-1 Notes Will
Affect the Prices of the
Series 2002-1 Notes Upon
Resale                        It is a condition to our issuance of the series
                              2002-1 notes that the series 2002-1 notes be rated
                              in the highest rating category by either Standard
                              & Poor's or Moody's. These ratings will reflect
                              the assessment of each of the rating agencies of
                              the likelihood that the holders of the series
                              2002-1 notes will receive the payments of interest
                              on the series 2002-1 notes on each payment date
                              and the payment of principal of the series 2002-1
                              notes on the final maturity dates. The ratings
                              will be based primarily on an assessment of

                              o    our special units of beneficial ownership in
                                   the origination trust,

                              o    the initial level of lease
                                   overcollateralization supporting the series
                                   2002-1 notes,

                              o    the amounts to be held in the reserve account
                                   and the yield supplement account and

                              o    the interest rate caps that we will have
                                   obtained from [JPMorgan Chase Bank] and Bank
                                   of America, N.A. in respect of the leases.

                              A rating agency may change its rating of the
                              series 2002-1 notes after the series 2002-1 notes
                              are issued if that rating agency believes that
                              circumstances have changed. Any change in a rating
                              will likely affect the price that a subsequent
                              purchaser would be willing to pay for your series
                              2002-1 notes.

                                      -26-

<PAGE>


                                 Use of Proceeds

     We estimate that the net proceeds from the sale of the series 2002-1 notes
will be approximately $[_______] after deducting underwriting commissions and
estimated offering expenses payable by us. We will use $14,649,700 of the net
proceeds from the sale of the series 2002-1 notes to make an initial deposit
into the reserve account and the remainder of the net proceeds to repay in part
our series 1999-3 notes. As of April 8, 2002, there were $1,399,966,564 of our
series 1999-3 notes outstanding and interest accrued on those notes during the
most recent interest period then ending at an average rate per annum equal to
2.15%. The revolving period for the series 1999-3 notes is currently scheduled
to expire on December 6, 2002. The series 1999-3 notes have a final maturity
date of 125 months after the end of the revolving period. A number of
multi-seller commercial paper conduits hold the series 1999-3 notes. See
"Underwriting".

                               Chesapeake Funding

General

     We were formed on June 24, 1999 under the name Greyhound Funding LLC as a
Delaware limited liability company under our LLC Agreement for the purpose of:

     o    issuing notes under the Indenture,

     o    issuing preferred membership interests under our LLC Agreement,

     o    acquiring

          o    the Fleet Receivable SUBI Certificate,

          o    the Lease SUBI Certificate and

          o    the additional vehicles and related leases allocated to the Lease
               SUBI from time to time by Raven Funding,

     o    pledging our assets to secure the notes under the Indenture,

     o    making payments on our notes and preferred membership interests and

     o    engaging in other related transactions.

We do not engage in any other business activity. On April 25, 2002 we changed
our name from Greyhound Funding LLC to Chesapeake Funding LLC.

     Raven Funding is our sole common member. Tony Wong, an employee of Global
Securitization Services, LLC, has agreed to act as our special member. We will
admit Mr. Wong as our non-economic member only if Raven Funding is no longer our
common member. Prior to that time, Mr. Wong will not be our member.


Capitalization

     The following table sets forth our capitalization as of April 8, 2002 on a
historical basis and on a pro forma basis giving effect to

     o    the issuance of $650,000,000 of the series 2002-1 notes,

     o    the issuance of the series 2002-1 senior preferred membership
          interests relating to the series 2002-1 notes and

     o    the assumed repayment of $[695,852,591] of the series 1999-3 notes
          with the proceeds of the issuance of the series 2002-1 senior
          preferred membership interests and a portion of the net proceeds of
          the series 2002-1 notes:

                                     -27-

<PAGE>

<TABLE>
<CAPTION>

                                                               Historical                 Pro Forma
                                                               ----------                 ---------
<S>                                                        <C>                            <C>

Series 1999-2 notes...................................      $      461,975,719        $      461,975,719
Series 1999-3 notes...................................           1,399,966,564               838,095,525
Series 2001-1 notes...................................             750,000,000               750,000,000
Series 2002-1 notes...................................                      --               650,000,000
Series 1999-2 senior preferred membership interests...              93,080,911                93,080,911
Series 1999-3 senior preferred membership interests...             135,495,997               135,495,997
Series 2001-1 senior preferred membership interests...              72,587,142                72,587,142
Series 2002-1 senior preferred membership interests...                      --                62,908,543
common membership interest............................             279,085,216               128,047,713
                                                                   -----------               -----------
     Total............................................      $    3,192,191,549        $    3,192,191,549
                                                                 =============             =============
</TABLE>

     Other Series of Notes and Senior Preferred Membership Interests. Following
is a summary of the material terms of the other series of notes and senior
preferred membership interests that will be outstanding on the closing date.

     The terms of the series 1999-2 notes are similar to those of the series
2002-1 notes except that the series 1999-2 notes are not subject to optional
prepayment until the aggregate principal amount of the class A-2 notes of that
series is less than or equal to 10% of the original aggregate principal amount
of the series 1999-2 notes. The class A-1 notes of the series 1999-2 notes, in
an original aggregate principal amount of $550,000,000, bear interest at
one-month LIBOR plus 0.32% per annum and the class A-2 notes of the series
1999-2 notes, in an aggregate principal amount of $450,000,000, bear interest at
one-month LIBOR plus 0.35% per annum. The revolving period for the series 1999-2
notes ended on the March 2001 Period End Date. The outstanding principal amount
of the class A-1 notes of the series 1999-2 notes was $11,975,719 as of April 8,
2002. The final maturity date of the class A-1 notes of the series 1999-2 notes
is the October 2006 payment date and the final maturity date of the class A-2
notes of the series 1999-2 notes is the October 2011 payment date. The terms of
the series 1999-2 senior preferred membership interests are similar to those of
the series 2002-1 senior preferred membership interests except that dividends
accrue on those senior preferred membership interests at a rate calculated based
on the funding costs of the multi-seller commercial paper conduit holding the
series 1999-2 senior preferred membership interests and the bank providing
liquidity to that multi-seller commercial paper conduit. For information on the
series 2002-1 senior preferred membership interests, see"--Preferred Membership
Interests--Series 2002-1 Senior Preferred Membership Interests."

     The series 1999-3 notes have a maximum principal amount of $1,400,000,000.
The series 1999-3 notes are held by a group of multi-seller commercial paper
conduits. The series 1999-3 notes have a final maturity date of 125 months after
the end of the revolving period for the series 1999-3 notes. The revolving
period for the series 1999-3 notes is currently scheduled to expire on December
6, 2002. The series 1999-3 notes bear interest at a variable rate based on the
funding costs of the multi-seller commercial paper conduits and the banks
providing liquidity to those multi-seller commercial paper conduits. The terms
of the series 1999-3 senior preferred membership interests are similar to those
of the series 2002-1 senior preferred membership interests and are held by a
subsidiary of Raven Funding. This subsidiary financed the purchase of the series
1999-3 senior preferred membership interests by issuing its own notes and
preferred membership interests to a group of multi-seller commercial paper
conduits. Dividends accumulate on the series 1999-3 senior preferred membership
interests at one-month LIBOR plus 1.70% per annum.

     The terms of the series 2001-1 notes are similar to those of the series
2002-1 notes. The class A-1 notes of the series 2001-1 notes, in an aggregate
principal amount of $425,000,000, bear interest at one-month LIBOR plus 0.26%
per annum and the class A-2 notes of the series 2001-1 notes, in an aggregate
principal amount of $325,000,000, bear interest at one-month LIBOR plus 0.31%
per annum. The revolving period for the series 2001-1 notes will end on the
February 2003 Period End Date. The final maturity date of the class A-1 notes of
the series 2001-1 notes is the September 2006 payment date and the final
maturity date of the class A-2 notes of the series 2001-1 notes is the September
2013 payment date. The terms of the series 2001-1 senior preferred membership
interests are similar to those of the series 2002-1 senior preferred membership
interests and are held

                                      -28-

<PAGE>

by a second subsidiary of Raven Funding. This subsidiary financed the purchase
of the series 2001-1 senior preferred membership interests by issuing its own
notes and preferred membership interests to a group of multi-seller commercial
paper conduits. Dividends accumulate on the series 2001-1 senior preferred
membership interests at one-month LIBOR plus 1.70% per annum.

     The table below summarizes the principal terms of the three other series of
notes that we have previously issued and that will be outstanding after the
closing date.

<TABLE>
<CAPTION>
Series 1999-2 Notes
-------------------
      <S>                                                      <C>
      Class A-1 notes initial principal amount..............    $550,000,000
         interest rate......................................    one-month LIBOR plus 0.32%
         scheduled commencement of amortization.............    Period End Date in March 2001
         final maturity date................................    October 2006 payment date
      Class A-2 notes initial principal amount..............    $450,000,000
         interest rate......................................    one-month LIBOR plus 0.35%
         scheduled commencement of amortization.............    payment date on which Class A-1 notes are paid in full
         final maturity date................................    October 2011 payment date
      Credit Enhancement
         Required enhancement amount........................    at least 14.9425% of the initial principal amount of the
                                                                series 1999-2 notes
         Required reserve account amount....................    $22,538,000

Series 1999-3 Notes
-------------------
         Maximum principal amount...........................    $1,400,000,000
         interest rate......................................    pass-through of funding costs of multi-seller commercial
                                                                paper conduits and/or banks
         scheduled commencement of amortization.............    December 6, 2002
         final maturity date................................    125 months after commencement of amortization
      Credit Enhancement
           Required enhancement amount......................    the greater of at least 154.39% of the aggregate stated
                                                                liquidation preference of the series 1999-3 senior
                                                                preferred membership interests and during the revolving
                                                                period, at least 14.9425% of the maximum principal amount
                                                                of the series 1999-3 notes or during the amortization
                                                                period, at least 14.9425% of the maximum principal amount
                                                                of the series 1999-3 notes on the last day of the
                                                                revolving period
           Required reserve account amount..................    2.2538% of the maximum principal amount of the series
                                                                1999-3 notes

Series 2001-1 Notes
-------------------
      Class A-1 notes initial principal amount..............    $425,000,000
         interest rate......................................    one-month LIBOR plus 0.26%
         scheduled commencement of amortization.............    Period End Date in February 2003
         final maturity date................................    September 2006 payment date
         first optional prepayment date.....................    April 2003 payment date
      Class A-2 notes initial principal amount..............    $325,000,000
         interest rate......................................    one-month LIBOR plus 0.31%
         scheduled commencement of amortization.............    payment date on which Class A-1 notes are paid in full

</TABLE>


                                      -29-

<PAGE>
<TABLE>
      <S>                                                       <C>

         final maturity date................................    September 2013 payment date
         first call date....................................    April 2003 payment date
      Credit Enhancement
         Required enhancement amount........................    at least 14.9425% of the initial principal amount of the
                                                                series 2001-1 notes
         Required reserve account amount....................    $16,903,500

</TABLE>

LLC Agreement

     Management. Under our LLC Agreement, our managers exercise or authorize the
execution of our powers and manage our business and affairs. Ordinarily we will
have three managers, two chosen by Raven Funding as holder of our common
membership interest and one chosen by the holders of our preferred membership
interests. Our LLC Agreement provides that if

     o    we fail to pay dividends in full on any series of preferred membership
          interests for two consecutive dividend periods or

     o    an event of default under the Indenture occurs and is continuing,

the number of our managers increases to five and the holders of our preferred
membership interests are entitled to choose the two additional managers.

     Our LLC Agreement requires that at all times at least one of our managers
be an individual who is "independent," someone who is not and never was

     o    a stockholder, member, partner, director, officer, employee,
          affiliate, associate, creditor or independent contractor of Avis Group
          Holdings, Avis Rent A Car System, Inc., Vehicle Management Services or
          any of their affiliates or associates,

     o    any person owning directly or beneficially any outstanding shares of
          common stock of Avis Group Holdings, Avis Rent A Car System, Inc.,
          Vehicle Management Services or any of their affiliates, or a
          stockholder, director, officer, employee, affiliate, associate,
          creditor or independent contractor of such a beneficial owner or any
          of such beneficial owner's affiliates or associates, or

     o    a member of the immediate family of any person described above.

     Set forth below is certain information regarding our managers and executive
officers:

<TABLE>
<CAPTION>

        Name                    Age         Office             Served Since        Business Experience
        ----                    ---         ------             ------------        -------------------
<S>                            <C>          <C>                <C>              <C>


   Kevin Burns                  32        Manager                 1999          Managing Director of Global
                                                                                Securitization Services, LLC, a
                                                                                manager of special purpose
                                                                                vehicles, since 1996.  Previously a
                                                                                Vice President of Lord Securities
                                                                                Corporation.

   Joseph W. Weikel             47         Manager                1999          Senior Vice President, General
                                                                                Counsel of Vehicle Management
                                                                                Services since 2001.  Previously
                                                                                General Counsel for Vehicle
                                                                                Management Services.

</TABLE>


                                      -30-

<PAGE>

<TABLE>
<CAPTION>

        Name                    Age         Office             Served Since        Business Experience
        ----                    ---         ------             ------------        -------------------
<S>                            <C>          <C>                <C>              <C>

   Tony Wong                    26         Manager                1999          Assistant Vice President of Global
                                                                                Securitization Services, a manager
                                                                                of special purpose vehicles, since
                                                                                1998.  Previously, a mutual fund
                                                                                accountant with Morgan Stanley,
                                                                                Dean Witter, Discover & Co.

   George J. Kilroy             54         Chief Executive        2001          President, Chief Executive Officer
                                           Officer                              of Vehicle Management Services since
                                                                                2001.  Previously Senior Vice
                                                                                President for Vehicle Management
                                                                                Services.

   Neil J. Cashen               47         Chief Financial        1999          Executive Vice President, Chief
                                           Officer                              Operating Officer of Vehicle
                                                                                Management Services since 2001.
                                                                                Previously Senior Vice President of
                                                                                Finance for Vehicle Management
                                                                                Services.

   Bradley J. Howatt            40         Chief                  2002          Vice President and Controller of
                                           Accounting                           Vehicle Management Services since
                                           Officer                              1999.  Previously Director of
                                                                                Financial Operations for Vehicles
                                                                                Management Services.

</TABLE>


     Each of Mr. Burns and Mr. Wong is an employee of Global Securitization
Services and an "independent" manager. Each of Mr. Kilroy, Mr. Cashen, Mr.
Weikel and Mr. Howatt is an officer of Vehicle Management Services, the indirect
owner of all of our common membership interests. We do not pay any compensation
to our officers or managers.

     Separateness. In order to preserve our separateness from any other entity,
our LLC Agreement obligates us to comply with a number of covenants, including,
among others, the following:

     o    our funds and other assets may not be commingled with those of any
          other entity,

     o    we may not hold ourself out as being liable for the debts of any other
          entity and

     o    we are required to act solely in our limited liability company name
          and through our duly authorized officers or agents in the conduct of
          our business and to conduct our business so as not to mislead others
          as to our identity or our assets.

     Transfer of Common Membership Interest. Raven Funding may not dispose of
any part of its common membership interest in us.


Management Agreement

     We have entered into a Management Agreement with Global Securitization
Services who has agreed to perform certain administrative functions for us.
These functions include, among other things,

     o    designating persons available to serve as our managers and officers,

     o    furnishing ordinary clerical and bookkeeping services,

                                      -31-

<PAGE>

     o    maintaining and preserving our status as a limited liability company
          qualified to do business in the State of Delaware,

     o    managing the issuance and delivery of the notes,

     o    performing our obligations under the Transaction Documents not
          required of the administrator and

     o    providing notice to the rating agencies if any "independent" manager
          is removed or appointed.


Administration Agreement

     We have no employees other than our managers and executive officers. We
have entered into an Administration Agreement with Vehicle Management Services
who has agreed to perform our various administrative duties under the Base
Indenture, each indenture supplement and the Transfer Agreement, including the
preparation and delivery of reports, notices, documents and other information
that we are required to deliver or make available under the Indenture. In
addition, Vehicle Management Services has agreed to perform other activities at
our request in connection with our assets and the Transaction Documents so long
as those activities are reasonably within its capability.

     Vehicle Management Services, as administrator, has agreed to indemnify and
hold harmless us, the indenture trustee, Raven Funding and their respective
directors, officers, agents and employees for acts, omissions or alleged acts or
omissions arising out of the activities of Vehicle Management Services, as
administrator, other than acts, omissions or alleged acts or omissions that
constitute bad faith, negligence or willful misconduct by the indemnified party.

     Vehicle Management Services is not permitted to resign as administrator
under the Administration Agreement, and the Administration Agreement will not
terminate until the termination of the Indenture and our LLC Agreement and the
payment in full of all notes.

     Vehicle Management Services, as administrator, is entitled to receive a fee
for each Monthly Period in an amount equal to 0.01% per annum of the numerators
used to determine the invested percentage with respect to each series of notes
outstanding on the last day of the preceding Monthly Period, payable by the
holders of the notes of each series in accordance with the related indenture
supplement on each payment date. The portion of the fee payable on each payment
date to the administrator that is payable out of the Collections allocated to
the series 2002-1 notes will be equal to the product of

     o    0.01% per annum

     multiplied by

     o    the Required Asset Amount as of the first day of the preceding Monthly
          Period

     multiplied by

     o    the number of days in the interest period ending on the payment date
          divided by 365 days or 366 days, as applicable.


Preferred Membership Interests

     Issuance Requirements. We may issue senior preferred membership interests
and junior preferred membership interests in one or more series relating to any
series of notes on the issuance date of that series of notes or after that
issuance date if a majority of our managers has adopted an action specifying the
following terms, among others, of that series of preferred membership interests:

     o    the aggregate stated liquidation preference and designation,

     o    the dividend rate,

     o    the issuance date,

     o    the rating agencies rating that series,

                                      -32-

<PAGE>

     o    the initial dividend payment date,

     o    the legal final redemption date, and

     o    identification of the related series of notes.

We are also required to obtain the written confirmation from each rating agency
rating each series of notes outstanding and each series of preferred membership
interests outstanding that the issuance of that series of preferred membership
interests will not result in the reduction or withdrawal of the then current
ratings of those series of notes and preferred membership interests.

     Priority. All of our preferred membership interests will rank senior to the
interest of the common member with respect to the right to receive dividends or
other distributions and the right to receive payments out of our assets upon our
voluntary or involuntary liquidation, dissolution, winding-up or termination.
All of our senior preferred membership interests will rank senior to the
interests of the holders of junior preferred membership interests with respect
to the right to receive dividends or other distributions and the right to
receive payments out of our assets upon our voluntary or involuntary
liquidation, dissolution, winding-up or termination.

     Dividends. The holders of each series of preferred membership interests are
entitled to receive dividends at the applicable dividend rate for each dividend
period of the stated liquidation preference of that series of preferred
membership interests, calculated on the basis of a 360-day year and the actual
number of days in that dividend period. We will declare and pay dividends on a
series of preferred membership interests out of Collections allocated to the
related series of notes as provided in the related indenture supplement and our
LLC Agreement.

     Series 2002-1 Senior Preferred Membership Interests. On the closing date,
we will issue a series of senior preferred membership interests relating to the
series 2002-1 notes, having an aggregate liquidation preference of $62,908,543,
to a subsidiary of Raven Funding who will finance the purchase of the series
2002-1 senior preferred membership interests by issuing its own notes and
preferred membership interests to one or more institutional investors.

     The dividend rate on the series 2002-1 senior preferred membership
interests for each dividend period will be one-month LIBOR plus [__________]%
per annum. The dividend periods for the series 2002-1 senior preferred
membership interests will correspond to the interest periods for the series
2002-1 notes. We will declare and pay dividends on the series 2002-1 senior
preferred membership interests on each dividend payment date if we have funds
legally available for the payment of those dividends and the amount of
Collections released from the settlement collection subaccount for the series
2002-1 notes for the payment of those dividends is sufficient to permit the
payment.

     Series 2002-1 Junior Preferred Membership Interests. We will not issue any
series of junior preferred membership interests relating to the series 2002-1
notes on the closing date but we may do so at a later date. As a condition to
our issuance of series 2002-1 junior preferred membership interests, we will be
required to obtain the written confirmation from each rating agency rating each
series of notes outstanding and each series of preferred membership interests
outstanding that the issuance of that series of junior preferred membership
interests will not result in the reduction or withdrawal of the then current
rating of those series of notes or those series of preferred membership
interests. The issuance of series 2002-1 junior preferred membership interests
will result in an increase in the Yield Shortfall Amount.

                                      -33-

<PAGE>


     Ownership of Preferred Membership Interests. Set forth below is information
regarding ownership of our preferred membership interests as of April 26, 2002:

<TABLE>
<CAPTION>


                                                          Name and Address
            Title of Class                               of Beneficial Owner                     Percent of Class
            --------------                               -------------------                     ----------------
<S>                                          <C>                                                  <C>

     Series 1999-2 Senior Preferred           Park Avenue Receivables Corporation.                     100%
     Membership Interests                     114 West 47th Street - Suite1715
                                              New York, New York  10036

     Series 1999-3 Senior Preferred           Hunt Valley LLC                                          100%
     Membership Interests                     307 International Circle
                                              Hunt Valley, Maryland  21030

     Series 2001-1 Senior Preferred           Shawan LLC                                               100%
     Membership Interests                     307 International Circle
                                              Hunt Valley, Maryland  21030

</TABLE>



                                  Raven Funding

General

     Vehicle Management Services formed Raven Funding in June 1999 as a Delaware
limited liability company. Raven Funding is permitted to engage in the following
business activities:

     o    acting as the settlor and initial beneficiary of the origination
          trust,

     o    acquiring and contributing vehicles to the origination trust,

     o    entering into and performing its obligations under the Transaction
          Documents, including, among others,

     o    our LLC Agreement,

     o    the Transfer Agreement,

     o    the Asset Purchase Agreement,

     o    the Receivables Purchase Agreement and

     o    the Origination Trust Documents,

     o    acting as the common member of one or more purchasers of our preferred
          membership interests and

     o    engaging in related activities.

Raven Funding will not engage in any other business activity.

     Vehicle Management Services is the sole economic member of Raven Funding.
David O. Taylor, an employee of Global Securitization Services, has agreed to
act as Raven Funding's special member. The special member is required to be an
"independent" manager and will be admitted as a non-economic member of Raven
Funding if there is no longer an economic member of Raven Funding. Prior to that
time, Mr. Taylor will not be a member of Raven Funding.

     Vehicle Management Services chooses the managers of Raven Funding and they
manage the business and affairs of Raven Funding. Raven Funding is required at
all times to have at least two managers who are "independent" managers.
Currently, the managers of Raven Funding are Duncan H. Cocroft, Neil J. Cashen,
Joseph Weikel, David O. Taylor and Bernard J. Angelo. Mr. Taylor and Mr. Angelo,
employees of Global Securitization Services, are the "independent" managers. Mr.
Cocroft is the Executive Vice President, Finance and Treasurer of Cendant. Mr.
Cashen is the Executive Vice President and Chief Operating Officer of Vehicle

                                      -34-

<PAGE>

Management Services. Mr. Weikel is a Senior Vice President and Assistant
Secretary of Vehicle Management Services.

     Raven Funding's limited liability company agreement obligates Raven Funding
to do all things necessary to be readily distinguishable from Vehicle Management
Services and its affiliates, and maintain its existence separate and apart from
that of Vehicle Management Services and its affiliates, including, without
limitation

     o    maintaining books and records separate from any other entity,

     o    not commingling funds and other assets with those of any other entity,

     o    maintaining separate cash management systems,

     o    practicing organizational formalities required by law and its limited
          liability company agreement,

     o    maintaining at least two "independent" managers,

     o    not holding itself out as being liable for the debts of any other
          entity and

     o    acting solely in its limited liability company name and through its
          duly authorized officers or agents so as not to mislead others as to
          its identity or its assets.


Management Agreement

     Raven Funding has entered into a management agreement with Global
Securitization Services, who has agreed to perform certain administrative
functions for Raven Funding. These functions include, among other things,

     o    maintaining and preserving its status as a limited liability company
          in the State of Delaware,

     o    preparing periodic management reports regarding the financial health
          of Raven Funding and

     o    maintaining complete records of all transactions of Raven Funding.


Administration Agreement

     Raven Funding has no employees other than its managers. Raven Funding
entered into the Administration Agreement with Vehicle Management Services who
has agreed to perform various administrative duties of Raven Funding under the
Transfer Agreement, including the preparation and delivery of all reports,
notices, documents and other information that Raven Funding is required to
deliver. In addition, Vehicle Management Services has agreed to perform other
activities at the request of Raven Funding in connection with the Transfer
Agreement so long as those activities are reasonably within its capability.

     Vehicle Management Services, as administrator, has agreed to indemnify and
hold harmless us, the indenture trustee, Raven Funding and our and their
respective directors, officers, agents and employees for acts, omissions or
alleged acts or omissions arising out of the activities of Vehicle Management
Services, as administrator, other than acts, omissions or alleged acts or
omissions that constitute bad faith, negligence or willful misconduct by the
indemnified party.

     Vehicle Management Services is not permitted to resign as administrator
under the Administration Agreement, and the Administration Agreement will not
terminate until the termination of the Indenture and the payment in full of all
notes.

     Vehicle Management Services, as administrator, is entitled to receive a
monthly fee payable by Raven Funding on each payment date.


                                      -35-

<PAGE>

                           Vehicle Management Services

General

     Vehicle Management Services and its affiliated companies provide vehicle
leasing and value-added fleet management services, including fuel and
maintenance cards and accident management services, throughout the United
States, with leading market shares across many of its product lines. Vehicle
Management Services provides comprehensive vehicle management solutions to its
customers which include over 2,100 companies and government agencies in the
United States, including over one-quarter of the Fortune 500 companies. Vehicle
Management Services' services consist of

     o    vehicle leasing,

     o    related asset-based services, including vehicle acquisition and
          disposition management and

     o    a broad range of fee-based services which include fuel and maintenance
          cards, accident management and other vehicle-related services,

all of which are  designed  to allow  clients to  effectively  manage  costs and
enhance productivity.

     On June 30, 1999, Avis Rent A Car System acquired Vehicle Management
Services and its affiliated companies from Cendant Corporation. On March 1,
2001, Cendant acquired all of the outstanding shares of Avis Group Holdings that
were not then owned by Cendant, and the worldwide fleet management operations of
Vehicle Management Services became a part of Cendant's subsidiary, PHH
Corporation.

     Vehicle Management Services and its affiliated companies are divided into
two business units, PHH North America and Wright Express Corporation. Unless we
say otherwise, our discussion of PHH North America is limited to the United
States operations of Vehicle Management Services and excludes the Canadian
operations of PHH North America and the operations of Wright Express.

     Vehicle Management Services and PersonaLease originated all of the assets
of the origination trust, other than the equipment leases and the related
equipment acquired by Vehicle Management Services from PHH Financial Services on
or prior to October 28, 1999. Vehicle Management Services operates PHH North
America's U.S. vehicle leasing and fee-based servicing businesses. PHH Financial
Services is a subsidiary of Cendant that was previously engaged in originating
equipment leases. PersonaLease originates consumer leases.

     Vehicle Management Services' chief executive office is in Hunt Valley,
Maryland.


Fleet Management and Leasing Operations

     Vehicle Management Services' vehicle management services are divided into
two principal categories:

     o    asset-based products and services and

     o    fee-based products and services.

     Asset-based products and services are the services clients require to
acquire, lease and dispose of vehicles. Vehicle Management Services, through the
origination trust, leases vehicles in the United States. As is market
convention, financing of the vehicle leases is directly linked to several other
asset-based products and services, such as

     o    vehicle acquisition services,

     o    title and registration services,

     o    vehicle remarketing and

     o    vehicle management consultation, including fleet policy and vehicle
          recommendations.

     Leases of cars and light duty trucks, such as sport utility vehicles and
minivans, account for a substantial majority of the vehicles that Vehicle
Management Services leases through the origination trust. The remaining

                                      -36-

<PAGE>

leases are leases of several types of equipment, such as medium and heavy duty
trucks, forklifts and other similar equipment. Lease terms generally reach a
maximum of 60 months on cars and light duty trucks, but extend as long as 10 to
12 years for medium/heavy duty trucks and other vehicles or equipment with
longer lives.

     The aggregate dollar amount of vehicles under management by Vehicle
Management Services has grown from approximately $2.66 billion, as of December
31, 1996, to approximately $3.41 billion as of December 31, 2001. Vehicle
Management Services' total vehicle leasing revenues were approximately $149.7
million after fleet costs for the year ended December 31, 2001, consisting of
$60.4 million of net interest income and $89.3 million of lease related fees.

     Fee-based products are designed to allow clients to manage vehicle costs
and enhance driver productivity. Vehicle Management Services' main fee-based
products are

     o    fuel services,

     o    maintenance services and

     o    accident management.

Vehicle Management Services also offers a variety of other fee-based vehicle
management products and services, including

     o    the acquisition and remarketing of vehicles not under lease,

     o    vehicle management outsourcing and

     o    other miscellaneous fee-based services.

     Vehicle leasing and directly related products and services are frequently
combined with other related fee-based products and services, such as accident
management, vehicle maintenance cards and fuel cards. Through use of these
related fee-based services, customers

     o    receive access to Vehicle Management Services' broad network of
          vehicle-related suppliers and

     o    are able to access comprehensive information on their total fleet
          operating costs and characteristics, enabling better management of
          fleet operations.

Vehicle Management Services frequently cross-sells its asset-based and fee-based
products and services. Management of Vehicle Management Services estimates that
approximately 54% of its U.S. customers use at least one fee-based product or
service.

     Vehicle Management Services' primary customers are large corporations,
most of which have greater than 100 fleet vehicles under lease and/or
management. Vehicle Management Services focuses on cultivating long-term
relationships with its customers. Vehicle Management Services services customers
directly with its own sales, marketing and customer relations professionals who
are located throughout the U.S. The maintenance card and accident management
programs are supported by a network of vehicle-related preferred suppliers,
including nationally recognized vehicle-related retail outlets. Additionally,
Vehicle Management Services fuel cards are accepted at locations throughout the
U.S.

     Vehicle Management Services is a recognized industry leader in the large
fleet segment of the vehicle management market. Vehicle Management Services has
also indicated that it intends to increase its focus on the medium fleet segment
of that market. Vehicle Management Services believes that this effort will
result in increased volume in this segment of the market.

     Vehicle Management Services utilizes three separate computer systems to
manage the leases and the fleet management receivables:

     o    an inventory system which tracks lease and vehicle related data,

     o    a billing system which produces detailed integrated bills for each
          customer and

                                      -37-

<PAGE>

     o    a receivables system which tracks receivables.

     Vehicle Management Services' information technology professionals have
developed SPIN, a data warehouse that consolidates transaction-level information
on each fleet management product in an effort to help customers manage their
fleet operations. Vehicle Management Services delivers information from SPIN to
customers in a variety of formats via PHH InterActive(R), an Internet-based
fleet management software package. Vehicle Management Services' computer systems
are currently partially resident on a mainframe computer owned and operated by
Cendant and a technology outsourcing vendor of Cendant.


Lease Products and Services

     Open-End Leases. Vehicle leases can be either open-end or closed-end. The
open-end leases are typically structured with a 12 month minimum lease term,
with month to month renewals after the end of the minimum lease term. The
open-end leases typically provide for rent payments that include

     o    a depreciation component,

     o    an interest or finance charge component,

     o    a monthly management fee and

     o    payment of all costs related to the titling, licensing and
          registration of the related vehicle, applicable taxes and other
          expenses prepaid by the lessor.

Vehicle Management Services typically depreciates vehicles on a straight line
basis, generally over 40, 45, 50 or 60 months, at the option of the lessee, with
50 and 60 months being the most common tenors. The residual risk on the value of
the vehicle upon termination of the lease remains with the lessee under an
open-end lease, except for a small amount which is retained by Vehicle
Management Services to permit classification of the lease as an operating lease
under accounting principles generally accepted in the United States of America.
Vehicle Management Services has never suffered a loss related to the retention
of this small residual position in connection with its open-end leases.

     The interest or finance charge component on the open-end leases is
generally calculated on a floating rate basis, but may be based on a fixed rate.
Interest payments under the floating rate leases vary from month to month in
accordance with changes in the applicable rate index, plus the agreed upon
spread. Under the terms of substantially all of the floating rate leases, the
applicable floating rate index is a composite of the interest rates at which PHH
Corporation issues commercial paper. For competitive reasons, Vehicle Management
Services has previously notified a significant number of the lessees under these
floating rate leases that the applicable floating rate index has been changed to
the rate on commercial paper set forth in Statistical Release H.15(519),
"Selected Interest Rates" published by the Board of Governors of the Federal
Reserve System.

     Interest payments under the fixed rate leases are typically based on a
spread over two-year or three-year treasury notes fixed at the time the lease
was originated. The lessee under a floating rate lease generally has the option
to convert it to a fixed rate lease on 30 days' notice to Vehicle Management
Services. The fixed rate is usually based on Vehicle Management Services' cost
of funds at the time of conversion.

     Closed-End Leases. The closed-end leases are structured with a fixed term
and the lessor retains the vehicle residual value risk at the end of the lease
term. The most prevalent closed-end lease terms are 24 months, 36 months and 48
months. The closed-end leases may be terminated at any time during the term of
the lease with 30 days' notice and payment of a termination penalty. The
closed-end leases typically provide for a fixed monthly rental payment based on
a rate schedule. Vehicle Management Services sets the residual values under its
closed-end leases of cars and light-duty trucks at amounts less than or equal to
the estimates published in the Automotive Lease Guide, which is a publication
generally used within the automotive finance industry for setting car and
light-duty truck residual values.

     Consumer Leases. PersonaLease originates consumer leases and has
traditionally marketed consumer leases through affinity groups or made them
available to employees or independent contractors of Vehicle

                                      -38-

<PAGE>

Management Services' customers or employees or agents of affiliates of Vehicle
Management Services. Consumer leases currently are not an active operating
strategy for Vehicle Management Services.

     Equipment Leases. Vehicle Management Services generally makes equipment
lease products available only to customers who also lease cars, light duty
trucks and/or sport utility vehicles in an effort to meet all of the vehicle
leasing needs of its customers. Certain of the equipment leases allocated to the
Lease SUBI were originated by PHH Financial Services, a subsidiary of PHH
Corporation that is no longer in the business of originating leases.

     Lease Agreements. Vehicle Management Services generally uses standard form
documents for both its open-end and closed-end leases. Except in the case of
consumer leases, the standard forms are structured as a master lease agreement
with the customer that sets forth non-economic terms that will apply to all
vehicles leased by the customer under that master lease agreement with separate
new unit notices or lease schedules for each individual vehicle leased that set
forth the lease term, depreciation schedule, monthly rental payments, interest
rate component terms and/or other specific transaction terms, in each case as
applicable to that vehicle.

         The master lease agreements and consumer leases generally

     o    are "triple net" leases under which the lessees are responsible for
          all incidental costs, such as insurance and ongoing maintenance of the
          vehicles,

     o    provide that the lessees are obligated to pay all costs, expenses,
          fees, charges and taxes incurred in connection with the use,
          operation, titling and registration of the vehicles,

     o    allocate all risk of loss or damage to the vehicles to the lessees,

     o    provide that the lessees are obligated to indemnify Vehicle Management
          Services and the origination trust against all claims, liabilities,
          costs and expenses relating to or arising out of the possession, use
          or operation of the vehicles by the lessees or their representatives,

     o    are assignable by the lessor and

     o    upon default by the lessee under the master lease agreement or
          consumer lease, provide that the lessor has the right to terminate the
          lease agreement and repossess and sell the related vehicles.


Fleet Management Receivables

     Fuel Cards and Related Services. Vehicle Management Services provides
customers with fuel card programs which facilitate the payment, monitoring, and
control of fuel purchases. Fuel is typically the single largest fleet-related
operating expense and generally accounts for over 70% of total fleet-related
running expenses. By using Vehicle Management Services' fuel cards, Vehicle
Management Services' customers receive the following benefits:

     o    access to more fuel brands and outlets than other private label
          corporate fuel cards,

     o    point-of-sale processing technology for fuel card transactions that
          enhances customers' ability to monitor purchases and

     o    consolidated billing and access to other information on fuel card
          transactions, which assists customers with evaluation of overall fleet
          performance and costs.

         The fleet management receivables include the receivables arising under
Vehicle Management Services' fuel card programs for customers located in the
United States. Vehicles Management Services offers two fuel card programs:

     o    a co-branded Wright Express-Vehicle Management Services fuel card that
          utilizes Wright Express as the card processor and

     o    a private label Vehicles Management Services fuel card, which is
          currently being phased out in favor of the Wright Express-Vehicle
          Management Services fuel card.

                                      -39-

<PAGE>

In both of these cases, Vehicle Management Services bills the charges due to it
under the fuel cards as part of its customers' consolidated bills. The fleet
management receivables do not include any fuel service receivables generated
directly by Wright Express. Vehicle Management Services provides fuel card
services principally to its existing asset-based customers.

     Maintenance Charge Cards and Related Services. Vehicle Management Services
offers customers vehicle maintenance charge cards that are used to facilitate
vehicle repairs and maintenance payments. The vehicle maintenance cards provide
customers with benefits such as

     o    negotiated discounts of up to 40% off retail prices through Vehicle
          Management Services' supplier network,

     o    access to Vehicle Management Services' in-house team of certified
          maintenance experts that monitor card transactions for policy
          compliance, reasonableness and cost effectiveness and

     o    inclusion of vehicle maintenance card transactions in a consolidated
          information and billing database that helps customers evaluate overall
          fleet performance and costs.

     Vehicle Management Services maintains an extensive network of service
providers throughout the United States to improve ease of use by its customers.
The fleet management receivables include receivables for products and services
charged under Vehicle Management Services' vehicle maintenance charge cards
issued to customers located in the United States.

     The vehicle maintenance charge cards are used at Vehicle Management
Services' network of preferred vehicle-related suppliers. The network includes
many "national account" suppliers, including The Goodyear Tire & Rubber Company,
Bridgestone/Firestone Inc., Jiffy Lube International, Inc. and Safelite Glass
Corporation. Customers typically pay Vehicle Management Services a monthly fee
for use of the vehicle maintenance charge cards.

     In conjunction with its vehicle maintenance charge cards, Vehicle
Management Services offers its customers a vehicle maintenance management
system. Each time a vehicle maintenance charge card is used for a purchase
exceeding an agreed-upon dollar limit at an authorized vehicle-related supplier
location, the supplier's maintenance personnel are required to review the order
by phone with one of Vehicle Management Services' maintenance specialists.
Before authorizing a maintenance purchase, the maintenance specialist considers
the particular vehicle's maintenance history and warranty status and the
customer's particular maintenance spending policy. This process improves
compliance with the customer's maintenance policies while reducing operating
costs and enhancing overall fleet maintenance levels. After each transaction,
Vehicle Management Services stores the maintenance charge card activity in its
SPIN data warehouse, thereby assisting its customers in the comprehensive
long-term tracking of vehicles and drivers.

     Accident Management Services. Vehicle Management Services provides its
customers with comprehensive accident management services, such as

     o    providing prompt assistance after receiving the initial accident
          report from the driver by facilitating emergency towing services and
          car rental assistance,

     o    organizing the vehicle appraisal and repair process through a network
          of preferred repair and body shops,

     o    coordinating and negotiating potential accident claims and

     o    entering accident and repair information into its SPIN data warehouse
          for future management use.

Customers receive the following benefits from these accident management
services:

     o    24-hour assistance from Vehicle Management Services' call centers,

     o    access to Vehicle Management Services' network of repair and body
          shops,

                                      -40-

<PAGE>

     o    expertise of Vehicle Management Services' damage specialists, who
          monitor vehicle appraisals and repairs for cost-efficiency and
          compliance with each customer's specific repair policy,

     o    services of Vehicle Management Services' claims experts, who assess
          subrogation potential and, if necessary, attempt to negotiate maximum
          recovery and

     o    significant additional information on vehicle and driver performance.

     Customers generally pay Vehicle Management Services for accident management
services on a per-incident basis. The fleet management receivables include
receivables for customer fees for accident management services and for related
repair purchases.

     Vehicle Management Services. The fleet management receivables also include
billings for vehicle fleet management services provided to customers with leased
and non-leased vehicles, as well as billings for the purchase of non-leased
vehicles by fleet management customers.


Origination and Underwriting Procedures

     Sales Origination. Vehicle Management Services' sales representatives are
responsible for originating new business and for servicing existing customers
and identifying new business opportunities with them. Most sales representatives
work from Vehicle Management Services' office in Hunt Valley, Maryland. Each
sales representative is responsible for generating his or her own leads by
cultivating relationships with the fleet managers in his or her assigned
territory.

     Credit Underwriting. Vehicle Management Services conducts credit and
financial analyses in connection with the origination of a master lease
agreement or the granting of an extension. To initiate the credit approval
process, a sales representative compiles a credit information package for the
prospective customer, including a business history of the customer and at least
three years of financial data, and makes a recommendation on the term and
proposed pricing of the financing. The sales representative forwards each credit
information package to Vehicle Management Services' credit department. A credit
analyst then performs financial ratio analysis and reviews trends in operations
and, in certain instances, checks bank references and Dun & Bradstreet reports,
and on that basis, approves or declines the financing. In originating consumer
leases, Vehicle Management Services receives a credit application, reviews the
credit application and a credit bureau report, conducts an income analysis and
renders a credit decision.

     Vehicle Management Services makes credit decisions based upon a subjective
evaluation of the information received. It does not use a credit scoring system
or specific origination standards in reaching a credit decision. The focus of
Vehicle Management Services' credit analysis is principally the credit of the
lessee and/or any related guarantor even though the leased vehicles serve as
security for the related leases. In reviewing the credit information package,
the credit analyst assigned to the account performs an analysis of financial
ratios. Ratios developed are both quantitative and qualitative, and include debt
to cash flow ratios, liquidity ratios, fixed charge coverage ratios and leverage
ratios. The ratios are then benchmarked against industry standards. Although
credit enhancements are rarely used, Vehicle Management Services will consider
letters of credit, cash deposits, parent or affiliate guarantees and limitations
on the lease term to mitigate credit risk.

     Vehicle Management Services establishes individual credit lines for each
customer, allowing the origination of additional leases under a master lease
agreement up to set limits. Tiered levels of credit approval are required based
upon the amount of credit extended. The existing approval limits are based on
the credit quality of the customer, existing exposure and experience of Vehicle
Management Services management. In addition, customer accounts are reviewed on
at least an annual basis. The review contains, among other items, current
financial information, total existing credit exposure, payment history and
external ratings.

     Delivery and Lease Commencement. Once a master lease agreement has been
approved, a "new business activation" team is given responsibility for customer
order implementation. The customer will mail or electronically send its detailed
request for its fleet, including number and model of cars, preferred color,
option packages and delivery destinations. The client's order is checked for
completeness and sent to the car manufacturer or,

                                      -41-

<PAGE>

in certain cases, directly to a dealer. In 2001, Vehicle Management Services
purchased substantially all of its vehicles from The Ford Motor Company, General
Motors Corporation and DaimlerChrysler Corporation.

     Vehicle Management Services notifies a dealer in its network of dealers in
the geographic area of the customer's delivery destination that it will be
receiving a vehicle. The vehicle manufacturer will bill Vehicle Management
Services for a vehicle at the time that vehicle is shipped to the dealer and
electronically draft an account of Vehicle Management Services an average of
three days after that shipment. The dealer is responsible for

     o    registering the title of the vehicle in the name of the origination
          trust,

     o    preparing the vehicle for delivery,

     o    reporting any after market requests,

     o    arranging for delivery of the vehicle to the customer or pick-up of
          the vehicle by the customer and

     o    obtaining the signed delivery receipt from the customer.

No lease of a vehicle is in force until the customer's employee or driver has
accepted delivery of the vehicle.

     After delivery of a vehicle to a customer, the dealer is required to submit
a package to Vehicle Management Services that includes documentation of title
and any other relevant information. Vehicle Management Services enters the lease
of the vehicle into its computer system after it has received and reviewed the
package. For the purpose of calculating the aggregate amount of notes that we
may issue, we treat a vehicle ordered at the request of a customer but not yet
subject to a lease according to Vehicle Management Services' computer system as
a vehicle not yet subject to a lease even though that vehicle may have been
accepted by that customer. Lease rent begins accruing at the time of acceptance
of the vehicle by the customer.

     In the rare instance in which a customer rejects a vehicle purchased at its
request upon delivery, Vehicle Management Services may ask the dealer to
repurchase the vehicle for inventory or may add the vehicle to a small pool of
unleased vehicles it maintains for emergency replacement purposes. Generally, if
a lessee experiences a loss from theft or collision, Vehicle Management Services
arranges for a rental car replacement while a new car is ordered. However, some
clients want immediate replacements. Vehicle Management Services provides an
immediate replacement from its pool of unleased vehicles or through its dealer
network. If a customer rejects a vehicle purchased at its request upon delivery,
Vehicle Management Services generally charges the customer a fixed cancellation
fee plus the amount of any losses incurred in connection with the disposition of
that vehicle.


Billing, Collection and Repossession

     Vehicle Management Services generates monthly consolidated bills for all of
its services, including rental charges for the fleet and fee-based charges for
services such as fuel cards and repair of vehicles. As most customers use at
least one fee-based service in addition to fleet leasing, a typical bill might
include rental charges for the fleet, fuel charges from a fuel card and repair
charges from one of several network suppliers of repair and maintenance
services. Typical payment terms include net 10, net 15 and net 30 day terms. If
a customer makes a partial payment of its bill, Vehicle Management Services will
apply the partial payment and continue to age the portion of the bill that
remains unpaid. All consolidated bill payments are received through a lockbox
account held in the name of the origination trust.

     Because most payment delinquencies are due to administrative delays or
billing disputes, not credit problems, Vehicle Management Services tends to
contact its customers about delinquent payments in order to try to reconcile the
bill. Vehicle Management Services' collection/reconciliation department performs
this function. Vehicle Management Services generally assesses a late fee equal
to 1.5% per month for past due accounts. Vehicle Management Services waives this
late fee in many instances in the course of its efforts to arrange for payment
of past due amounts.

                                      -42-

<PAGE>

     Each master lease agreement and consumer lease provides that Vehicle
Management Services may terminate that lease agreement and repossess the related
vehicle or vehicles if the lessee defaults. Events of default include

     o    the failure to make payment when due,

     o    the failure to perform its covenants or obligations under the lease,

     o    certain events of bankruptcy or insolvency and

     o    in some cases, a change in the financial condition of a lessee's
          affairs that substantially impairs D.L. Peterson Trust's title to the
          leased vehicles or increases Vehicle Management Services' credit risk.

If a customer defaults, Vehicle Management Services, on a case-by-case basis,
either designates the account for workout or repossesses the leased vehicles.

     Open-End Leases and the "16/15 Rule". Amounts owing under open-end leases
typically accrue using a "16/15" rule. Vehicles that are accepted by a customer
from the 1st to the 15th of a month have a lease commencement date of the first
day of that month. Vehicles accepted by a customer on the 16th of the month or
later have a lease commencement date of the first day of the succeeding month.
Lease payments are initially billed at the beginning of the month following the
date that a signed delivery receipt is received by Vehicle Management Services.
If Vehicle Management Services receives the signed delivery receipt after the
Period End Date in a month, the customer will be billed at the beginning of the
second month following receipt. Subsequently, Vehicle Management Services bills
lease payments in advance.

     For example, a vehicle may be delivered to the dealer on May 10th and to
the customer before May 15th,, and Vehicle Management Services receives the
signed delivery receipt on May 25th. This lease will have a lease commencement
date of May 1st. Its first bill will be sent in late June for receipt on or
around July 1st, the end of the month after Vehicle Management Services received
the signed delivery receipt. This bill will include three months of expenses,
May, June and July. In essence, the first bill contains a "back billed" amount
for the entire first month of May and the month of June, and includes an advance
portion to cover July. Vehicle Management Services may charge interim rent for
the period from the date of delivery of the vehicle to the first day of the
following month in lieu of utilizing the "16/15" rule.

     At the end of the lease, the potential for either paying for two unused
weeks, for example when acceptance of the vehicle by the customer occurs on the
15th and the lease commences on the 1st, or for getting two weeks "free", for
example when acceptance of the vehicle by the customer occurs on the 16th and
the lease commences on the 1st of the following month, is reversed. Amounts for
a lease will cease accruing on the first of the month in which the lease ends,
assuming the lease ends on or before the 15th of the month, or on the first of
the month after the month in which the lease ends, assuming the lease ends after
the 15th.

     Closed-End Leases. Vehicle Management Services bills amounts for closed-end
leases based on the actual number of days in a month that the lessee has use of
the leased vehicle.


Lease Termination and Vehicle Disposition

     The open-end leases typically provide that, upon termination of the lease,
the lessor is obligated to sell the vehicle as soon as is practicable. Vehicle
Management Services, as servicer, arranges for the sale of the vehicles on
behalf of the origination trust, as lessor. Upon the termination of a closed-end
lease, Vehicle Management Services, as servicer, arranges for the prompt sale of
the vehicle for the account of the origination trust, as lessor. Upon the
termination of a closed-end lease prior to its scheduled lease term, the lessee
is required to pay all past due rent, 50% of any unpaid rent for the remaining
scheduled lease term and all other amounts due and unpaid under the lease,
including any late payment charges or indemnities.

     Vehicle Management Services remarkets vehicles coming off-lease through
various channels. In many cases, it offers the vehicle to the driver through a
program agreed upon with the lessee. Often, the driver takes advantage of this
purchase option since he or she is familiar with the vehicle and its history. If
the driver does not want to exercise the purchase option, Vehicle Management
Services remarkets the vehicle either through an auc-

                                      -43-

<PAGE>

tion or other wholesale or consignment programs. At dealer and public auctions,
Vehicle Management Services vehicles are clearly identified and Vehicle
Management Services representatives are present to answer questions. Under
consignment sale programs, dealers reserve space on their lots for previously
leased vehicles but do not pay Vehicle Management Services for the vehicles
until the vehicles are sold.


Insurance and Indemnification

     Insurance. The master lease agreements and consumer leases generally
require the lessees to maintain automobile bodily injury and property damage
liability insurance that names the origination trust and Vehicle Management
Services as additional insureds and loss payees. The insurance policies must
provide minimum primary coverages of $250,000 per person and $500,000 per
occurrence for bodily injury and $100,000 per occurrence for property damage.
Each of these lease agreements further requires the lessee to maintain collision
and comprehensive insurance covering loss and damage to the vehicles in an
amount not less than the actual cash value of the vehicles, with a deductible
not to exceed $1,000. The lessee is required to furnish Vehicle Management
Services with a certificate of insurance or other evidence of the required
insurance coverage. The master lease agreements and consumer leases provide that
lessees may self-insure for collision and comprehensive insurance coverage with
Vehicle Management Services' consent.

     Insurance certificates are initially provided at the time that a new lessee
becomes party to a master lease agreement or a consumer lease. Lessees provide
these certificates, along with updated certificates, from time to time, to
Vehicle Management Services who sends copies of the certificates to a mainframe
server controlled by Certificate Management Solutions, a third-party service
provider. Certificates are imaged and a queue is created by Certificate
Management Solutions that permits Vehicle Management Services to review the
certificates to determine whether the coverages described in the certificates
meet the minimum coverages required by Vehicle Management Services. Reports are
created by Vehicle Management Services to provide updated information to assist
it in its attempts to obtain certificates from lessees that are delinquent.
Vehicle Management Services sends letters to lessees 30 days before expiration
of the lessee's insurance coverage and another notice is sent to the lessee upon
expiration of such insurance coverage. Vehicle Management Services is
responsible for taking action in the event of non-compliance that is not cured
by the lessee after the notices are sent.

     Indemnification. Each master lease agreement and consumer lease contains
indemnification of Vehicle Management Services and the origination trust by the
lessee against all claims and liabilities of any kind or nature and all costs
and expenses, including attorneys' fees, incurred in connection with, relating
to or arising out of the possession, use or operation of each of the leased
vehicles during the period when the lessee is in possession of the vehicles.

     In addition to the insurance required under the lease agreements and the
indemnities provided by the lessees, Vehicle Management Services maintains
excess coverage public liability insurance with unaffiliated carriers for
personal injury, death and property damage claims resulting from the use of the
leased vehicles in excess of $1,000,000 per occurrence up to not less than $50
million per occurrence. For more information about the insurance that Vehicle
Management Services is required to maintain, see "The Origination Trust and the
Servicing Agreement--The Servicing Agreement".

                                      -44-

<PAGE>

                     Selected Financial and Performance Data

Selected Financial Data

     The selected financial data of Chesapeake Funding LLC as of and for the
years ended December 31, 2001 and December 31, 2000 and the period from June 24,
1999 (our inception) through December 31, 1999 are derived from and should be
read in conjunction with our financial statements which have been audited by
Deloitte & Touche LLP, independent auditors, and are incorporated in this
prospectus by reference to our report on Form 10-K for the year ended December
31, 2001.

<TABLE>

                                                                                        Period from
                                                                                       June 24, 1999
                                                                                        (inception)
                                                          Year Ended                 Through December
                                                         December 31,                       31,
                                           -------------------------------------------------------------
                                                  2001                 2000                    1999
                                           -------------------------------------------------------------
                                                                  (in thousands)
<S>                                        <C>                    <C>              <C>
Statement of Income Data:
   Income from investment in related
     party special unit of beneficial
     interest in leases..................        $  214,100          $  250,956          $   106,547
   Total expenses.........................         (123,181)           (179,356)             (74,385)
   Other income...........................            6,874              10,530                4,250
                                            ----------------    ----------------     ----------------
   Income before income taxes.............           97,793              82,130               36,412
   Income tax provision...................           (2,456)             (2,063)                (763)
                                           -----------------   -----------------    -----------------
   Income before cumulative effect of
     accounting change....................       $   95,337          $   80,067          $    35,649
   Cumulative effect of accounting change.           (7,660)                 --                   --
                                           -----------------   ----------------          -----------
   Net income............................            87,677              80,067               35,649
                                           =================   ================     ================
   Ratio of Earnings to Fixed Charges....             1.85x               1.48x                1.51x


                                                                        As of
                                                                    December 31,
                                           -------------------------------------------------------------
                                                      2001                 2000                   1999
                                           -------------------------------------------------------------
                                                                 (in thousands)

Balance Sheet Data:
   Cash and Cash Equivalents..............       $  192,544          $   87,607            $  93,531
   Restricted Cash........................           78,988              62,002               62,168
   Special Unit of Beneficial Interest in
      Receivables - related party.........           80,000              80,000               80,000
   Special Unit of Beneficial Interest in
      Leases - related party..............        3,413,920           3,270,601            2,926,686
   Total Assets...........................        3,785,153           3,517,205            3,173,151
   Medium Term Notes......................        1,485,448           1,000,000            1,000,000
   Variable Funding Notes.................        1,145,717           1,624,521            1,363,187
   Total Liabilities......................        2,643,279           2,644,352            2,379,307
   Members' Equity.........................       1,141,874             872,853              793,844
   Total Liabilities and Members' Equity...       3,785,153           3,517,205            3,173,151
</TABLE>



     The following discussions should be read in conjunction with our Financial
Statements and accompanying notes thereto incorporated in this prospectus by
reference to our report on Form 10-K for the year ended December 31, 2001.
Unless otherwise noted, all dollar amounts are in thousands.

     In presenting our financial statements in conformity with accounting
principles generally accepted in the United States of America, we are required
to make estimates and assumptions that affect the amounts reported therein. We
do not believe the estimates and assumptions that we are required to make are
particularly subjective

                                      -45-


<PAGE>

or complex and as such we do not believe any change in these estimates or
assumptions would have a material impact on our financial statements.

     Income from investment in related party special unit of beneficial interest
in leases for 2001 decreased by $36.9 million to $214.1 million from $251.0
million in 2000. Such decrease is a result of declines in the floating rate
indices on which interest billings under the leases allocated to the Lease SUBI
are based. Interest expense for 2001 decreased by $57.0 million to $115.7
million from $172.8 million in 2000, as a result of decreases in commercial
paper rates and LIBOR. Operating income for 2001 increased by $19.3 million to
$90.9 million from $71.6 million in 2000, primarily as a result of the fact that
the rate indices on which Lease SUBI lease billings are based did not decrease
as much during 2001 as did the commercial paper rates and LIBOR at which our
floating rate debt expense accrues.

Selected Performance Data

     The principal source of our revenue is payments  received on the Lease SUBI
held by us. Set forth below is certain historical  performance data with respect
to delinquency  experience,  loss and recovery  experience,  residual value loss
experience,  conversions of floating rate leases to fixed rate leases, and fleet
management  billing  experience,  in each case for leases  and fleet  management
receivables  that are of the same type as those  allocated to the Lease SUBI and
the Fleet Receivable SUBI.

     Delinquency  Experience.  The following table sets forth  delinquency  data
with  respect  to  aggregate  billings  of  lease  payments  for all of  Vehicle
Management Services' leases and fleet management receivables for the years ended
December 31, 1997 through  December 31, 2001.  These leases and fleet management
receivables  are of the same type as the leases  allocated to the Lease SUBI and
the fleet management  receivables  allocated to the Fleet Receivable SUBI and do
not include any other types of leases or fleet management receivables.


                             Delinquency Experience
<TABLE>

                                                           Year Ended December 31,
                                          ----------------------------------------------------------
                                           2001         2000          1999        1998        1997
                                           ----         ----          ----        ----        ----
<S>                                    <C>          <C>          <C>          <C>          <C>
Percentage of Billings
Delinquent(1)(2):
30-59 Days.............................   1.30%        1.08%          1.44%        1.44%       1.19%
60 Days or More........................   2.93%        1.89%          2.30%        2.96%       2.25%

Total 30 or More Days Delinquent.......   4.23%        2.97%          3.74%        4.40%       3.44%
</TABLE>

--------------------
(1)  The  period of  delinquency  is based on the  number of days  payments  are
     contractually past due.
(2)  An average of the  ratios,  expressed  as a  percentage,  for each  monthly
     billing period within the applicable  period, of the aggregate billings for
     all leases and all fleet management  receivables  which were delinquent for
     the  applicable  number of days as of the last day of that monthly  billing
     period to the sum of the  aggregate  billings  for all leases and all fleet
     management  receivables  which  were  unpaid  as of  the  last  day  of the
     preceding  monthly  billing period and the aggregate  amount billed for all
     leases and fleet management receivables during that monthly period.

     Total delinquencies for the year ended December 31, 2001 increased to 4.23%
of total  billings from 2.97% of total  billings for the year ended December 31,
2000, primarily as a result of the aging of billings for a client that filed for
bankruptcy in August 2000.  Delinquencies  of 60 days or more increased to 2.93%
of total  billings in 2001  compared to 1.89% of total  billings in 2000 for the
same reason.  Management of Vehicle Management Services is currently aware of no
other factors which would negatively impact delinquencies for 2002.

     Loss and  Recovery  Experience.  The  following  table  sets forth loss and
recovery  data with  respect to Vehicle  Management  Services'  leases and fleet
management receivables for the years ended December 31, 2001, December 31, 2000,
December  31, 1999,  December  31, 1998 and December 31, 1997.  These leases and
fleet management receivables are of the same type as the leases allocated to the
Lease  SUBI  and  the  fleet  management  receivables  allocated  to  the  Fleet
Receivable SUBI and do not include any other types of leases or fleet management
receivables.


                                      -46-

<PAGE>



                          Loss and Recovery Experience

<TABLE>
                                                       Year Ended December 31,
                                       ------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>          <C>
                                         2001        2000        1999       1998          1997
                                         ----        ----        ----       ----          ----
Ending Dollar Amount of Leases(1)     $3,413,920  $3,270,601  $2,926,686  $2,846,065  $2,858,590
Total Billings for Period........      2,334,778   2,102,210   1,954,603   2,040,893   1,924,948

Gross Losses(2)..................          1,842         437       1,399       1,495         704
Recoveries......................             (21)       (239)       (251)        (40)       (188)
                                      -----------  ----------- ----------- -----------  -----------
Net Losses.......................       $  1,821    $    198    $  1,148    $  1,455    $    516
                                      ===========   ==========  ==========  ==========  ============
Net Losses as Percentage of Ending
   Dollar Amount of Leases.......           0.05%       0.01%       0.04%       0.05%       0.02%
Net Losses as Percentage of Total
   Billings for Period...........           0.08%       0.01%       0.06%       0.07%       0.03%
</TABLE>
--------------------
(1)  Based on the sum of all  principal  amounts  outstanding  under the leases,
     including,  in the case of closed-end leases, the stated residual values of
     the related leased vehicles.
(2)  Gross Losses includes losses on fleet management receivables.

     Net losses as a percentage of ending  dollar amount of leases  increased to
0.05% for the year ended  December 31, 2001 compared to 0.01% for the year ended
December 31, 2000.  This increase was the result of a customer  bankruptcy  that
occurred in the last quarter of the year ended December 31, 2000 and resulted in
a full  liquidation  that was then written off in the third  quarter of the year
ended December 31, 2001. Gross losses in respect of bankrupt obligors  generally
are not recognized by Vehicle Management Services until it receives payment upon
the  confirmation  of the plan of  reorganization  of the  bankrupt  obligor and
receives any terminal rental adjustment  payments that may be applied to satisfy
outstanding obligations in respect of fleet management  receivables.  Losses are
charged  against  previously  established  reserves.  Reserve  adequacy  for the
purpose of Vehicle Management  Services'  financial  statements is determined at
the time of a client's bankruptcy filing and any necessary charge is recorded to
the income statement at that time.

     Residual  Value Loss  Experience.  The following  table sets forth residual
value performance data for Vehicle  Management  Services'  closed-end leases for
the years ended December 31, 1997 through  December 31, 2001.  These  closed-end
leases are of the same type as the closed-end leases allocated to the Lease SUBI
and do not include any other types of closed-end leases.

<TABLE>


                                                     Residual Value Loss Experience

                                                         Year Ended December 31,
                                    ------------------------------------------------------------------
<S>                                       <C>        <C>            <C>          <C>         <C>
                                            2001          2000          1999        1998         1997
                                    ------------------------------------------------------------------
Total Number of Closed-End
  Leases Scheduled to Terminate..         5,828           4,420        3,295       3,655         3,520
Number of Sold Vehicles............       5,000           4,350        3,657       3,966         4,048

Full Termination Ratio (1).........       85.79%          98.42%      110.99%     108.51%       115.00%
Total Gain/(Loss) on Sold
Vehicles(2)........................ $(5,795,570)    $(4,723,717) $(2,469,898)  $(553,112)   $3,029,468
Average Gain/(Loss) Per Sold
Vehicle............................ $    (1,159)    $    (1,086) $      (675)  $    (139)   $      748
Gain/(Loss) as a Percentage of
  Stated Residual Values of Sold
  Vehicles (3)...................       (11.58%)         (10.22%)      (6.72%)     (1.64%)        8.82%
</TABLE>

--------------------
(1)  The ratio of the number of returned  vehicles sold during the period to the
     number of vehicles  scheduled,  on their date of origination,  to terminate
     during the period, expressed as a percentage.
(2)  Includes  fees  received and  expenses  incurred to dispose of vehicles and
     certain  amounts  received after the sale and  disposition of the vehicles.
     Total  gain/loss  does not include  any effect from fair value  adjustments
     resulting from purchasing accounting.
(3)  The ratio of total  gains/losses on returned  vehicles during the period to
     the stated residual values of those vehicles, expressed as a percentage.


     Total  residual  value  losses for 2001  increased  by $1.1 million to $5.8
million from $4.7 million for 2000. Both the total vehicles sold and the average
loss per vehicle  increased.  The  increase in residual  value losses in 2001 is
primarily  due to 650 more units being sold in 2001 as compared  with 2000.  The
rate of increase in the average loss per vehicle slowed in 2001 with the average
loss per unit  increasing  $73 from 2000 to 2001 compared to an increase in such
average loss per unit of $411 from 1999 to 2000.  The increase in residual value
losses in 2001 has had no impact on our ability to service our debt.  Management
believes  that  its  more  conservative  approach  to  setting  residual  values
initiated in the beginning of 2000 should result in lower  residual value losses
as the related vehicles come off lease in future years.


                                      -47-

<PAGE>

     Lease  Conversions.  The  following  table sets forth data with  respect to
conversions of Vehicle  Management  Services' floating rate leases to fixed rate
leases during the years ended December 31, 2001, December 31, 2000, December 31,
1999, December 31, 1998 and December 31, 1997.


            Conversions of Floating Rate Leases to Fixed Rate Leases

<TABLE>

                                                                      Year Ended December 31,
                                                ------------------------------------------------------------------
<S>                                                   <C>        <C>            <C>          <C>         <C>
                                                        2001          2000          1999        1998         1997
                                                ------------------------------------------------------------------
                                                                          (dollars in thousands)

 Dollar Amount of Conversions for Period(1)......  $  38,027       $ 21,313      $ 28,850   $ 100,173     $ 11,675

 Ending Dollar Amount of Leases(1)...............  3,413,920      3,273,601     2,926,686   2,846,065    2,858,590
 Conversions as a Percentage of Ending Dollar
   Amount of Leases..............................       1.11%          0.65%         0.99%       3.52%        0.41%
</TABLE>
--------------------
(1)  Based on the sum of all  principal  amounts  outstanding  under the leases,
     including,  in the case of closed-end leases, the stated residual values of
     the related leased vehicles.


     Total  conversions  of  floating  rate  leases to fixed  rate  leases  were
approximately  $38.0  million  during the year ended  December 31, 2001 compared
with  approximately  $21.3 million in the year ended December 31, 2000.  Vehicle
Management  Services has experienced an increase in interest in conversions over
the last  several  months as interest  rate  declines  have  slowed.  Management
anticipates  that if rates begin to rise,  conversion of floating rate leases to
fixed rate leases could exceed  historical  levels,  but does not believe such a
development would have any adverse impact on our ability to service our debt.

     Fleet Management  Receivable Billings.  The following table sets forth data
for  Vehicle  Management   Services'  aggregate  billings  of  fleet  management
receivables for the years ended December 31, 2001,  December 31, 2000,  December
31,  1999,  December 31, 1998 and  December  31,  1997.  These fleet  management
receivables are of the same type as the fleet management  receivables  allocated
to the  Fleet  Receivable  SUBI  and do not  include  any  other  types of fleet
management receivables.

<TABLE>
                                                      Fleet Management Receivable Billing Experience

                                                                      Year Ended December 31,
                                                ------------------------------------------------------------------------
<S>                                                      <C>          <C>            <C>          <C>         <C>
                                                             2001          2000          1999        1998        1997
                                                ------------------------------------------------------------------------
                                                                           (dollars in thousands)
   Aggregate Billings..........................        $1,019,223        $819,474      $724,412     $822,757   $747,923
   Average Monthly Billings....................            84,935          68,290        60,368       68,563     62,327
   Maximum Monthly Billings....................           118,358          77,612        68,753       79,346     70,441
   Minimum Monthly Billings....................            63,268          58,052        51,277       60,182     58,003
</TABLE>


     Aggregate fleet management  receivable billings increased by $199.7 million
to  approximately  $1.0 billion during the year ended December 31, 2001 compared
to  approximately  $819.5  million  during the year  ended  December  31,  2000.
Increased billing of vehicles purchased directly by customers and utilization of
fee-based services were the primary factors in this increase.

     The data presented in the preceding  tables are for  illustrative  purposes
only.  We cannot  assure you that the  delinquency  and loss  experience  of the
leases and the fleet  management  receivables  allocated to the Lease SUBI,  the
residual  value  performance of the vehicles  subject to the  closed-end  leases
allocated to the Lease SUBI, the  conversions of floating rate leases  allocated
to the  Lease  SUBI to fixed  rate  leases  and  billings  of  fleet  management
receivables  will be similar  to that set forth  above.  A variety of  economic,
social,  geographic  and  other  factors  may  influence  delinquency  and  loss
experience and residual value performance, as well as the rate of conversions of
floating rate leases and the amount of billings of fleet management receivables.

Quantitative and Qualitative Disclosures About Market Risk

     We use  interest  rate caps to manage  and reduce  the  interest  rate risk
related  specifically  to our  notes.  Interest  rate  risk is our  only  market
exposure.  We do not  engage in  trading,  market-making,  or other  speculative
activities in the derivatives markets. We assess our interest rate risk based on
changes in the interest rates utilizing a sensitivity  analysis,  which measures
the  potential  loss  in  earnings,  fair  values  and  cash  flows  based  on a
hypothetical  10% change  (increase and decrease) in our notes and interest rate
caps.  We used  December 31, 2001

                                      -48-
<PAGE>


interest rates to perform this sensitivity analysis. The estimates assume
instantaneous, parallel shifts in interest rate yield curves. We have
determined, through such analyses, that the impact of a 10% change in interest
rates on our earnings, fair values and cash flows would not be material to our
financial statements.


                 Allocation of Leases and Vehicles to Lease SUBI

     On June 30, 1999, Raven Funding caused Vehicle Management Services,  as the
UTI trustee, to allocate to the Lease SUBI

  o  all of the master lease agreements qualifying as Eligible Master Leases and
     all of the consumer  leases  qualifying as Eligible  Consumer  Leases as of
     June 19, 1999 held by the origination trust,

  o  the vehicles subject to those lease agreements and

  o  all of the  vehicles  ordered at the request of the lessees  party to those
     master lease agreements.

Subsequent  to June 30,  1999,  Raven  Funding  has  caused  Vehicle  Management
Services to allocate to the Lease SUBI all  additional  master lease  agreements
qualifying  as  Eligible  Master  Leases  and  all  additional  consumer  leases
qualifying as Eligible  Consumer  Leases,  together  with the related  vehicles,
entered into by the  origination  trust since June 19, 1999. In addition,  after
June 30, 1999,  Raven Funding has assigned to the  origination  trust and caused
Vehicle  Management  Services to allocate to the Lease SUBI all vehicles ordered
at the request of a lessee  party to a master lease  agreement  allocated to the
Lease SUBI together with the lease subsequently  entered into by the origination
trust for that vehicle.

     On October 28, 1999,  Raven Funding caused Vehicle  Management  Services to
allocate to the Lease SUBI certain  master lease  agreements  originated  by PHH
Financial Services and the related  equipment.  The equipment under these leases
are heavy duty trucks, forklifts and other similar equipment.  These leases were
originated  by PHH  Financial  Services  in  accordance  with  the  same  credit
standards as those applied by Vehicle Management Services and the forms of these
master lease agreements are  substantially  similar in all material  respects to
the forms of master lease agreements used by Vehicle Management Services.


                Characteristics of Leases Allocated to Lease SUBI

     The following tables contain certain  statistical  information  relating to
the leases  allocated  to the Lease  SUBI as of March 21,  2002.  The  following
information does not include vehicles ordered at the request of lessees party to
a master lease agreement  allocated to the Lease SUBI,  having an aggregate cost
of  $132,438,794  as of that date,  because they are not yet subject to a lease.
For the purposes of preparing the following tables, we assumed the original term
of each lease to be the period over which the related vehicle is scheduled to be
depreciated.

                                               Composition of Leases
<TABLE>

<S>                                                                                            <C>
Aggregate Unit Balance of Leases.....................................................             $3,167,602,015.64
Number of Leases.....................................................................                       211,392
Average Unit Balance.................................................................                    $14,984.49
Range of Unit Balances...............................................................           $0.10 to 586,580.80
Aggregate Unit Balance of Open-End Leases............................................             $3,057,424,541.09
Aggregate Unit Balance of Floating Rate Leases.......................................             $2,378,540,778.54
Aggregate Unit Balance of CP Rate Floating Rate Leases*..............................             $2,335,092,069.76
Weighted Average Spread Over CP Rate.................................................                        0.344%
Range of Spreads Over CP Rate........................................................                0.00% to 2.50%
Aggregate Unit Balance of Floating Rate Leases Indexed to
   Floating Rates Other Than CP Rate.................................................                $43,448,708.78
Aggregate Unit Balance of Fixed Rate Leases..........................................               $789,061,237.10
Weighted Average Fixed Rate..........................................................                        5.997%
Range of Fixed Rates.................................................................             0.000% to 19.880%
Weighted Average Original Lease Term.................................................                  62.51 months
Range of Original Lease Terms........................................................               6 to 132 months
</TABLE>



                                      -49-
<PAGE>

<TABLE>

<S>                                                                                          <C>
Weighted Average Remaining Term......................................................                  43.97 months
Range of Remaining Terms.............................................................               0 to 120 months
Aggregate Unit Balance of Closed-End Leases..........................................               $110,177,474.55
Average Unit Balance of Closed-End Leases............................................                    $13,358.08
Range of Unit Balances of Closed-End Leases..........................................           $0.10 to 165,527.19
Average Stated Residual Value of Closed-End Leased Vehicles..........................                     $8,777.86
</TABLE>
--------------------
*    The CP Rate Floating Rate Leases are floating rate leases allocated to the
     Lease SUBI the floating rate of which is based on either the rate on
     commercial paper set forth in Statistical Release H.15(519), "Selected
     Interest Rates" published by the Board of Governors of the Federal Reserve
     System or the interest rates at which PHH Corporation issues its own
     commercial paper.

     As of March 21, 2002, the aggregate Lease Balances of the leases allocated
to the Lease SUBI with the lessee having the largest aggregate Lease Balances
was $97,110,181 the aggregate Lease Balances of the leases allocated to the
Lease SUBI with the lessees having the five largest aggregate Lease Balances was
$437,246,725 and the aggregate Lease Balances of the leases allocated to the
Lease SUBI with the lessees having the ten largest aggregate Lease Balances was
$747,382,995.

<TABLE>
                             Distribution of Leases by Original Lease Term
<CAPTION>


<S>                                <C>                   <C>                     <C>
                                                                                      Percentage of
                                                                                        Aggregate
 Original Lease                          Number of               Aggregate           Unit Balance of
 Term (months)                             Leases              Unit Balances           Leases (1)
---------------                          ----------          ----------------       ------------------
   1 to 6........................               15               $  291,558.54             0.01%
   7 to 12.......................               28                  111,907.06             0.00
   13 to 18......................                3                    2,888.68             0.00
   19 to 24......................              950                9,680,106.96             0.31
   25 to 30......................              618                6,754,524.48             0.21
   31 to 36......................           13,265              168,156,194.37             5.31
   37 to 42......................            7,055               75,623,478.86             2.39
   43 to 48......................           17,054              199,871,330.17             6.31
   49 to 54......................           74,944            1,000,882,938.35            31.60
   55 to 60......................           63,572              872,481,737.08            27.54
   61 to 66......................            1,632               20,688,261.68             0.65
   67 to 72......................           10,914              176,298,358.05             5.57
   73 to 78......................            3,159               67,812,760.10             2.14
   79 to 84......................            5,293              114,768,214.96             3.62
   85 to 90......................               52                1,270,741.60             0.04
   91 to 96......................            7,187              232,485,945.93             7.34
   103 to 108....................               15                  571,575.39             0.02
   109 to 114....................                1                  446,472.24             0.01
   115 to 120....................            5,602              215,832,101.01             6.81
   127 to 132....................               33                3,570,920.13             0.11
                                       -----------       ----------------------          ------
        Total....................          211,392          $3,167,602,015.64            100.00%
                                       ===========       ======================          =======
</TABLE>
------------------------------------
(1)  Percentages may not add to 100.00% due to rounding.




                                      -50-


<PAGE>

<TABLE>

                                     Distribution of Leases by Remaining Term


<S>                                   <C>                <C>                     <C>
                                                                                      Percentage of
 Remaining                               Number of             Aggregate Unit         Aggregate Unit
 Term (months)                            Leases                  Balances          Balance of Leases (1)
---------------------------------       -----------           ----------------     -----------------------
   0 to 6.......................            12,755             $41,190,066.96               1.30%
   7 to 12......................            13,980              78,654,344.01               2.48
   13 to 18.....................            15,926             118,937,929.63               3.75
   19 to 24.....................            23,942             245,288,351.32               7.74
   25 to 30.....................            23,345             284,055,117.03               8.97
   31 to 36.....................            31,188             447,023,407.09              14.11
   37 to 42.....................            27,458             455,403,088.42              14.38
   43 to 48.....................            31,613             592,787,224.72              18.71
   49 to 54.....................             9,502             209,291,307.93               6.61
   55 to 60.....................             8,364             186,148,240.31               5.88
   61 to 66.....................             4,474             106,859,338.93               3.37
   67 to 72.....................             2,901              87,413,178.22               2.76
   73 to 78.....................             1,235              63,452,437.70               2.00
   79 to 84.....................               792              36,899,187.06               1.16
   85 to 90.....................              1012              47,507,666.14               1.50
   91 to 96.....................               831              44,057,005.51               1.39
   97 to 102....................               702              32,562,256.27               1.03
   103 to 108...................               463              30,886,735.73               0.98
   109 to 114...................               554              34,083,720.64               1.08
   115 to 120...................               355              25,101,412.02               0.79
                                        ----------       ---------------------          --------
        Total...................           211,392         $3,167,602,015.64              100.00%
                                        ==========        ====================          =========
</TABLE>
----------------------------------------
(1)  Percentages may not add to 100.00% due to rounding.



                                      -51-

<PAGE>
<TABLE>


                                               Distribution of Leases by Unit Balance

<S>                                  <C>                  <C>                   <C>
                                                                                      Percentage of
  Unit                                    Number of             Aggregate            Aggregate Unit
  Balances                                 Leases             Unit Balances        Balance of Leases (1)
  ---------------------------------      ----------          ---------------      ----------------------
  $5,000.00 or less................           24,670           $ 64,774,066.67             2.04%
  $5,000.01 to $10,000.00..........           42,577            329,642,326.77            10.41
  $10,000.01 to $15,000.00.........           61,481            770,030,490.89            24.31
  $15,000.01 to $20,000.00.........           46,639            801,033,992.95            25.29
  $20,000.01 to $25,000.00.........           16,882            371,106,945.85            11.72
  $25,000.01 to $30,000.00.........            6,651            180,499,094.50             5.70
  $30,000.01 to $35,000.00.........            3,262            105,190,911.41             3.32
  $35,000.01 to $40,000.00.........            1,976             73,583,175.40             2.32
  $40,000.01 to $45,000.00.........            1,448             61,496,402.38             1.94
  $45,000.01 to $50,000.00.........              940             44,460,587.47             1.40
  $50,000.01 to $55,000.00.........              830             43,562,517.09             1.38
  $55,000.01 to $60,000.00.........              758             43,524,757.23             1.37
  $60,000.01 to $65,000.00.........              675             42,191,886.61             1.33
  $65,000.01 to $70,000.00.........              644             43,441,546.11             1.37
  $70,000.01 to $75,000.00.........              363             26,185,826.08             0.83
  $75,000.01 to $80,000.00.........              213             16,471,164.39             0.52
  $80,000.01 to $85,000.00.........              190             15,768,717.31             0.50
  $85,000.01 to $90,000.00.........              216             18,883,588.52             0.60
  $90,000.01 to $95,000.00.........              108              9,977,296.16             0.31
  $95,000.01 to $100,000.00........              127             12,458,134.03             0.39
  Greater Than $100,000.00.........              742             93,318,587.82             2.95
                                          ----------     ---------------------         --------
     Total.........................          211,392         $3,167,602,015.64           100.00%
                                          ==========     =====================         =========
</TABLE>
----------------------------------------
(1)  Percentages may not add to 100.00% due to rounding.




                                      -52-


<PAGE>

<TABLE>

                       Distribution of Leases by State in which Lessees Are Located (1)

<S>                            <C>                      <C>                      <C>
                                                                                      Percentage of
                                                                                        Aggregate
                                                                Aggregate            Unit Balance of
 State                               Number of Leases         Unit Balances            Leases (2)
---------------------------------   ------------------    --------------------      -------------------
  Alabama.......................            479            $  5,989,673.14                0.19%
  Alaska........................             46                 642,536.02                0.02
  Arizona.......................          2,150              33,943,291.41                1.07
  Arkansas......................          2,210              36,638,188.40                1.16
  California....................         11,589             164,639,254.05                5.20
  Colorado......................         11,113             136,091,977.53                4.30
  Connecticut...................          6,534              91,770,217.16                2.90
  Delaware......................          3,039              42,515,225.89                1.34
  District of Columbia..........            161               1,833,370.08                0.06
  Florida.......................          8,833             122,854,094.88                3.88
  Georgia.......................          3,339              49,819,305.02                1.57
  Hawaii........................             13                 188,907.14                0.01
  Idaho.........................            172               2,604,801.76                0.08
  Illinois......................         16,017             211,784,637.95                6.69
  Indiana.......................          4,410              63,036,786.72                1.99
  Iowa..........................            859              14,800,818.01                0.47
  Kansas........................            819              11,678,494.26                0.37
  Kentucky......................          3,256              47,618,221.13                1.50
  Louisiana.....................          1,637              24,468,983.49                0.77
  Maine.........................            407               6,944,118.79                0.22
  Maryland......................          5,739              88,697,639.51                2.80
  Massachusetts.................          3,510              48,833,736.11                1.54
  Michigan......................          3,142              45,420,216.53                1.43
  Minnesota.....................          1,251              15,524,459.08                0.49
  Mississippi...................            696              10,586,691.59                0.33
  Missouri......................          2,967              47,290,426.93                1.49
  Montana.......................             33                 554,424.72                0.02
  Nebraska......................            530               7,230,320.69                0.23
  Nevada........................            158               2,582,472.72                0.08
  New Hampshire.................            269               3,601,144.51                0.11
  New Jersey....................         16,190             233,597,977.15                7.37
  New Mexico....................             27                 347,009.73                0.01
  New York......................         18,301             324,402,869.79               10.24
  North Carolina................         11,519             168,706,083.25                5.33
  North Dakota..................            130                 896,995.88                0.03
  Ohio..........................         19,144             270,584,900.51                8.54
  Oklahoma......................          1,289              21,001,103.22                0.66
  Oregon........................          4,477              75,226,587.01                2.37
  Pennsylvania..................         15,053             245,612,338.58                7.75
  Rhode Island..................          1,061              13,667,122.27                0.43
  South Carolina................          3,677              69,286,808.46                2.19
  South Dakota..................              9                  64,161.42                0.00
  Tennessee.....................          1,980              28,414,505.57                0.90
  Texas.........................         10,520             170,393,477.60                5.38
  Utah..........................             44                 526,269.95                0.02
  Vermont.......................            247               5,525,493.78                0.17
  Virginia......................          6,571             118,306,038.85                3.73
  Washington....................           1729              26,847,360.42                0.85
  West Virginia.................           1090              14,970,198.86                0.47
  Wisconsin.....................          2,818              37,290,677.73                1.18
  Wyoming.......................            121               1,577,354.63                0.05
  Not Available.................             17                 172,245.76                0.01
                                    -----------         -----------------------       --------
     Total......................        211,392         $3,167,602,015.64               100.00%
                                    ===========         =======================       =========
</TABLE>
--------------------
(1)  Based on billing address of lessee.
(2)  Percentages may not add to 100.00% due to rounding.



                                      -53-

<PAGE>

<TABLE>

                                                Distribution of Leases by Vehicle Type

<S>                                    <C>                 <C>                      <C>
                                                                                         Percentage of
                                                                                           Aggregate
                                           Number of              Aggregate             Unit Balance of
 Vehicle Type                               Leases              Unit Balances             Leases (1)
---------------                          ------------          ---------------         -----------------
   Cars............................         82,881            $ 993,271,331.95              31.36%
   Equipment                                 5,429               79,706,795.49               2.52
   Forklifts.......................          2,486               31,230,124.93               0.99
   Heavy Duty Trucks...............          3,513              167,443,563.90               5.29
   Light Duty Trucks...............        102,994            1,481,748,428.93              46.78
   Medium Duty Trucks..............          9,262              351,725,966.91              11.10
   Truck Body......................            114                  980,551.99               0.03
   Trailers........................          4,713              61,495,251.54                1.94
                                         ---------       ---------------------           --------
      Total........................        211,392          $3,167,602,015.64              100.00%
                                         =========       =====================           =========
</TABLE>
--------------------
(1)  Percentages may not add to 100.00% due to rounding.



                  Identification of Industries of Top Ten Lessees

<TABLE>
<S>                                 <C>                      <C>                  <C>
                                                                                       Percentage of
                                                                Aggregate              Aggregate Unit
     Primary Industry of Lessee        Number of Leases       Unit Balances          Balance of Leases
---------------------------------     ------------------    ----------------        --------------------
Agricultural........................       8,528             $97,110,181.20                 3.07%
Pharmaceutical......................       5,900              92,124,352.37                 2.91%
Energy..............................       3,160              85,855,633.34                 2.71%
Pharmaceutical......................       5,098              83,931,535.56                 2.65%
Energy..............................       2,102              78,225,023.01                 2.47%
Manufacturing.......................       4,697              75,228,431.17                 2.37%
Food................................       4,847              64,349,548.55                 2.03%
Chemical............................       3,832              62,972,609.72                 1.99%
Energy..............................       1,548              54,205,202.64                 1.71%
Equipment Rental....................       1,575              53,318,114.58                 1.68%
</TABLE>



                                      -54-




<PAGE>





           Distribution of Floating Rate Leases by Spread Over CP Rate

<TABLE>
<S>                                <C>               <C>                          <C>
                                                                                    Percentage of
                                                                                      Aggregate
                                      Number of            Aggregate Unit          Unit Balance of
  Spread Rate Range                    Leases              Unit Balances              Leases (1)
----------------------------------   -----------         -------------------        --------------
  0.000% to 0.099%...............       6,116             $   93,955,947.32                3.95%
  0.100% to 0.199%...............      19,092                280,431,362.64               11.79
  0.200% to 0.299%...............      54,821                819,263,645.47               34.44
  0.300% to 0.399%...............      29,527                405,999,310.28               17.07
  0.400% to 0.499%...............       3,650                 50,914,695.39                2.14
  0.500% to 0.599%...............      39,067                580,499,678.53               24.41
  0.600% to 0.699%...............         813                 10,520,424.27                0.44
  0.700% to 0.799%...............       6,049                 75,983,034.08                3.19
  0.800% to 0.899%...............         248                  4,346,787.45                0.18
  1.000% to 1.099%...............       3,503                 42,430,752.05                1.78
  1.200% to 1.299%...............         503                  8,785,544.84                0.37
  1.500% to 1.599%...............         398                  4,553,516.81                0.19
  1.700% to 1.799%...............          11                    100,281.34                0.00
  2.000% to 2.099%...............           6                     38,983.39                0.00
  2.500% to 2.599%...............          48                    716,814.68                0.03
                                  -----------        ----------------------             -------
     Total.......................     163,852             $2,378,540,778.54              100.00%
                                  ===========        ======================              =======
</TABLE>
--------------------
(1)  Percentages may not add to 100.00% due to rounding.




                                      -55-





<PAGE>




<TABLE>

                                    Distribution of Fixed Rate Leases by Interest Rate
<S>                                <C>                <C>                    <C>
                                                                                  Percentage of
                                                                                    Aggregate
                                        Number of           Aggregate            Unit Balance of
 Interest Rate Range                     Leases           Unit Balances            Leases (1)
----------------------------------     ------------     -----------------       ------------------
Up to 4.25%......................          7,519         $143,741,704.40             18.22%
4.26% to 4.50%...................           1134           26,077,759.37              3.30
4.51% to 4.75%...................           1037           24,802,155.12              3.14
4.76% to 5.00%...................           4020           54,106,823.37              6.86
5.01% to 5.25%...................           1849           41,768,255.08              5.29
5.26% to 5.50%...................          2,460           41,714,968.30              5.29
5.51% to 5.75%...................          1,519           31,042,022.34              3.93
5.76% to 6.00%...................          3,128           45,951,102.40              5.82
6.01% to 6.25%...................          2,566           32,608,974.10              4.13
6.26% to 6.50%...................          2,507           39,027,009.67              4.95
6.51% to 6.75%...................          3,758           51,970,022.08              6.59
6.76% to 7.00%...................          3,032           49,557,532.40              6.28
7.01% to 7.25%...................          3,246           55,449,783.20              7.03
7.26% to 7.50%...................          1,787           24,849,680.84              3.15
7.51% to 7.75%...................          1,557           28,283,333.97              3.58
7.76% to 8.00%...................          1,793           28,740,430.18              3.64
8.01% to 8.25%...................            667           10,630,045.99              1.35
8.26% to 8.50%...................            799           14,175,457.20              1.80
8.51% to 8.75%...................            517            6,783,197.30              0.86
8.76% to 9.00%...................            449            6,996,327.13              0.89
9.01% to 9.25%...................            265            3,778,600.23              0.48
9.26% to 9.50%...................            328            4,642,213.85              0.59
9.51% to 9.75%...................            150            2,540,955.69              0.32
9.76% to 10.00%..................            134            2,011,773.41              0.25
10.01% to 10.25%.................            207            2,670,343.21              0.34
10.26% to 10.50%.................            147            1,917,494.69              0.24
10.51% to 10.75%.................            114            1,593,834.96              0.20
10.76% to 11.00%.................            151            2,817,291.51              0.36
11.01% to 11.25%.................            188            1,905,526.00              0.24
11.26% to 11.50%.................             80              963,706.62              0.12
11.51% to 11.75%.................             35              482,140.53              0.06
11.76% to 12.00%.................             84              993,761.53              0.13
12.01% to 12.25%.................             42              517,624.45              0.07
12.26% to 12.50%.................             35              367,536.24              0.05
12.51% to 12.75%.................             21              342,358.16              0.04
12.76% to 13.00%.................             15              315,256.38              0.04
13.01% to 13.25%.................             20              318,216.74              0.04
13.26% to 13.50%.................             22              380,678.85              0.05
13.51% to 13.75%.................             59              638,828.22              0.08
13.76% to 14.00%.................             13              234,860.67              0.03
14.01% and Greater...............             86            1,351,650.72              0.17
                                       ---------      -------------------         --------
   Total.........................         47,540        $789,061,237.10             100.00%
                                       =========      ====================        ==========
</TABLE>
--------------------
(1)  Percentages may not add to 100.00% due to rounding.




                                      -56-




<PAGE>



                              Maturity Assumptions

     The Indenture provides that the holders of the series 2002-1 notes will not
receive payments of principal until after the commencement of the amortization
period for the series 2002-1 notes.


Amortization Period

     On each payment date commencing on the second payment date following the
beginning of the amortization period for the series 2002-1 notes, the indenture
trustee will deposit into the distribution account for the series 2002-1 notes
for distribution to the holders of the series 2002-1 notes the lesser of the
Principal Payment Amount for that payment date and the outstanding principal
amount of the series 2002-1 notes. On that payment date and each payment date
after that payment date, the indenture trustee will pay the amount deposited in
the distribution account for the series 2002-1 notes for the payment of
principal to the holders of the class A-1 notes until the class A-1 notes are
paid in full and then to the holders of the class A-2 notes until the class A-2
notes are paid in full. On any payment date falling after the occurrence of an
amortization event resulting from the occurrence of an event of default due to
our failure to make a payment on any series of notes when due or our bankruptcy
or insolvency, the indenture trustee will pay the amount deposited in the
distribution account for the series 2002-1 notes for the payment of principal to
the holders of the series 2002-1 notes on a pro rata basis until the series
2002-1 notes have been paid in full.

     The amortization period for the series 2002-1 notes will begin on the
earlier of

     o    the close of business on the business day before the day on which an
          amortization event is deemed to have occurred and

     o    the close of business on the Period End Date in [__________] and

will end when the series 2002-1 notes are paid in full, all dividends and other
amounts owing in respect of the preferred membership interests relating to the
series 2002-1 notes have been paid in full and the preferred membership
interests relating to the series 2002-1 notes have been redeemed in full. For
information about the amortization events, see "Description of the Series 2002-1
Notes--Payment of Principal--Amortization Events".


Principal Payment Amount

     The Principal Payment Amount on any payment date will equal the product of

     o    the average daily Series 2002-1 Invested Percentage during the
          preceding Monthly Period

     multiplied by

     o    the sum of

     o    for each lease allocated to the Lease SUBI an amount equal to the sum
          of

          o    the decline in the Lease Balance of that lease from the last day
               of the second Monthly Period before that payment date to the last
               day of the Monthly Period before that payment date

          plus

          o    if that lease is a closed-end lease, the Net Book Value of the
               vehicle subject to that lease if that vehicle was sold or
               otherwise disposed of after termination or expiration of the
               lease during the Monthly Period before that payment date

     plus

     o    the aggregate cost of all vehicles ordered at the request of a lessee
          party to a master lease agreement allocated to the Lease SUBI that
          were sold or otherwise disposed of after rejection by that lessee
          during the Monthly Period before that payment date.

The Lease Balance of any lease that is considered to be a charged-off lease by
the servicer will be zero. A lease will be considered to be a charged-off lease
when it is or should have been charged-off by the servicer in



                                      -57-


<PAGE>


accordance with Vehicle Management Services' credit and collection policies or
when any scheduled lease rental payment is 270 or more days past due.

     The Principal Payment Amount for each payment date will vary with the rates
at which the lessees elect to depreciate the vehicles under the leases allocated
to the Lease SUBI and the rate at which the lessees elect to terminate those
leases and the related vehicles are sold. For information about the depreciation
rates available to the lessees under the leases, see "Vehicle Management
Services--Lease Products and Services". These depreciation rates and the rate at
which the lessees elect to terminate the leases will vary according to a number
of factors, including general economic conditions and specific economic and
financial factors affecting the lessees, industries and geographic regions. As a
result, we cannot assure you of the rate at which you can expect to receive
payments of principal on your notes during the amortization period for the
series 2002-1 notes. If an amortization event occurs, the average life of your
notes could be significantly reduced. For more information about the risk to you
of prepayment, see "Risk Factors--You May Receive Principal Payments Earlier or
Later than Anticipated".

     Other events may cause an accelerated payment of principal on the series
2002-1 notes. We may pay principal on the series 2002-1 notes faster if Vehicle
Management Services or Raven Funding is obligated to purchase any of the leases
and vehicles allocated to the Lease SUBI as a result of a breach of
representation or warranty. We may prepay the series 2002-1 notes on any payment
date after the [__________] payment date. For information about when Vehicle
Management Services or Raven Funding is obligated to purchase leases and
vehicles, see "The Origination Trust and the Servicing Agreement--The Servicing
Agreement" and "Security for the Series 2002-1 Notes--Transfer Agreement".

     If we pay the principal of the 2002-1 notes faster than expected for any of
the reasons that we have discussed, you will bear the entire reinvestment risk.
The timing of payments on the leases allocated to the Lease SUBI may also
significantly affect the actual yield to maturity on your notes. The yield on
series 2002-1 notes purchased at a price other than par will vary from the
anticipated yield if the rate of payment on the leases differs from the rate
anticipated when the series 2002-1 notes were purchased.

     The following factors will affect the expected yield on your series 2002-1
notes:

     o    the purchase price paid for your series 2002-1 notes,

     o    the rate of payments on the leases allocated to the Lease SUBI which
          will vary with the rates at which the lessees elect to depreciate the
          vehicles under the leases and the rate at which the lessees elect to
          terminate the leases and the related vehicles are sold and

     o    the assumed reinvestment rate.

Prepayment Models

     The following information is given solely to illustrate the effect of
different prepayment rates on the weighted average life of the series 2002-1
notes under the assumptions that we state and is not intended to be a prediction
of the prepayment rates of the leases allocated to the Lease SUBI during the
life of the series 2002-1 notes.

     We prepared this information using the Absolute Prepayment Model, a
prepayment model that assumes a constant percentage of the original number of
leases in a pool prepay each month. For example, in a pool of leases originally
containing 10,000 leases, a 1% ABS rate means that 100 leases prepay each month.

     Our base payment rate assumption assumes that, based on the additional
assumptions in the next paragraph, the original Lease Balance of a lease
allocated to the Lease SUBI and the original Lease Balance of any additional
lease allocated to the Lease SUBI will prepay as follows:

     o    0.10% ABS for the first six months of the life of that lease,

     o    0.25% ABS for the seventh through twelfth month of the life of that
          lease,

     o    0.50% ABS for the thirteenth through eighteenth month of the life of
          that lease,

     o    1.80% ABS for the nineteenth through twenty-fourth month of the life
          of that lease and


                                      -58-


<PAGE>


     o    2.25% ABS following the twenty-fourth month of the life of that lease
          until the original outstanding Lease Balance of that lease has been
          paid in full.

     Neither an ABS rate nor our base payment rate assumption purports to be a
historical description of prepayment experience or a prediction of the
anticipated prepayment rate. We cannot assure you that the leases allocated to
the Lease SUBI will prepay at the levels of our base payment rate assumption or
at any other rate.

     We prepared the tables set forth below based on additional assumptions,
including that

     o    all collections on the leases allocated to the Lease SUBI, including
          monthly lease payments and proceeds of vehicle sales, are received
          timely, and none of those leases are ever delinquent or in default,

     o    Vehicle Management Services and Raven Funding do not purchase any of
          the leases or vehicles allocated to the Lease SUBI,

     o    none of the leases allocated to the Lease SUBI are considered to be
          charged-off leases,

     o    the sale proceeds of the vehicles subject to the closed-end leases
          allocated to the Lease SUBI are at least equal to the stated residual
          values of those vehicles,

     o    there are no vehicles ordered at the request of a lessee party to a
          master lease agreement allocated to the Lease SUBI,

     o    we do not exercise our option to prepay the series 2002-1 notes,

     o    we make all payments of principal and interest on the series 2002-1
          notes on the required dates and all payments of dividends on the
          preferred membership interests relating to the series 2002-1 notes
          when due,

     o    the aggregate amount of payments of finance charges on the leases
          allocated to the Lease SUBI and collections of the fleet management
          receivables allocated to the series 2002-1 notes will be sufficient to
          pay

          o    interest on the series 2002-1 notes,

          o    dividends accumulated on the preferred membership interests
               relating to the series 2002-1 notes and

     o    the portion of the fees payable to the servicer and the administrator
          out of the Collections allocated to the series 2002-1 notes,

     o    all lease prepayments are prepayments in full,

     o    the amortization period of the series 2002-1 notes begins at the close
          of business on the Period End Date in [__________],

     o    depreciation payments on the leases allocated to the Lease SUBI as of
          March 21, 2002 are made in accordance with the rates at which the
          vehicles are then being depreciated under those leases,

     o    the closing date is [__________], 2002

     o    the Adjusted Aggregate Unit Balance as of March 21, 2002 is
          $3,192,191,549 and remains constant for the life of the series 2002-1
          notes,

     o    all Collections reinvested in additional leases and vehicles after
          March 21, 2002 are reinvested, on a payment date that is the 7th day
          of the calendar month, in open-end leases

          o    under which the vehicles are being depreciated evenly over 61
               months,

          o    that are assumed to have a current age of 0 months and

          o    that otherwise have terms that are substantially similar to those
               of the open-end leases that are allocated to the Lease SUBI as of
               March 21, 2002,



                                      -59-

<PAGE>



     o    the required asset amount of the series 1999-2 notes was $598,862,719
          as of the April payment date,

     o    the required asset amount of the series 2001-1 notes was $852,665,250
          as of the April payment date,

     o    the Required Asset Amount of the series 2002-1 notes is $[__________]
          as of the closing date,

     o    [there is one other series of notes outstanding with a required asset
          amount of $[__________] as of the closing date, and the required asset
          amount of that series will on all succeeding payment dates equal the
          current Adjusted Aggregate Unit Balance less the Required Asset Amount
          and the sum of the required asset amount of the series 1999-2 notes
          and the series 2001-1 notes,]

     o    the amounts on deposit in the reserve account for the series 2002-1
          notes and the reserve accounts for the other series of notes will
          equal the amounts required to be on deposit in those accounts on each
          payment date,

     o    the Required Asset Amount is reduced on any payment date by the
          principal amounts allocated to the series 2002-1 notes and

     o    for purposes of calculating the Required Overcollateralization Amount
          and the comparable amount for the other series of notes, the principal
          collection subaccount for the series 2002-1 notes and the comparable
          subaccounts of the collection account for the other series of notes
          are assumed to have balances of $0.

     The tables set forth below also assume that the leases allocated to the
Lease SUBI have been aggregated into five hypothetical pools with all of the
leases within each hypothetical pool having the characteristics set forth in the
tables below. The characteristics of the five hypothetical pools were determined
by dividing the leases allocated to the Lease SUBI as of March 21, 2002 into
five groups based on five ranges of remaining lease term and determining the
Aggregate Unit Balance, the weighted average original lease term and the
weighted average remaining lease term of the leases in each of those five
groups. Each pool is assumed to have level scheduled monthly lease payments that
based on the Aggregate Unit Balance and the remaining lease term of that pool,
as of March 21, 2002, will fully amortize each pool by its respective remaining
lease term.


<TABLE>


                                                   Remaining Lease
                     Aggregate Unit Balance(a)      Term (months)       Age (months)     Assumed Monthly Lease Payment
                     -------------------------      -------------       ------------     -----------------------------
<S>               <C>                         <C>                   <C>               <C>
        1
        2
        3
        4
        5
        ----------------------
</TABLE>
        (a)  Excludes vehicles not yet subject to a lease.

     We cannot predict the actual depreciation rates on the leases allocated to
the Lease SUBI after March 21, 2002, the actual prepayment rate or the actual
levels of residual value losses or other losses and delinquencies on the leases
allocated to the Lease SUBI. Because we prepared the tables based on the
assumptions that we listed above, there will be discrepancies between the actual
characteristics of the leases allocated to the Lease SUBI after March 21, 2002
and the assumed characteristics of these additional leases, as well as other
discrepancies between our assumptions and the actual performance of the leases
allocated to the Lease SUBI. Any discrepancy may increase or decrease the
percentage of the outstanding principal amounts of class A-1 notes and class A-2
notes and the weighted average lives of the class A-1 notes and the class A-2
notes set forth in the tables. In addition, because the leases allocated to the
Lease SUBI may have characteristics that differ from our assumptions, we may
make principal payments on the series 2002-1 notes earlier or later than set
forth in the tables. We urge you to make your investment decision on a basis
that includes your own determination as to anticipated prepayment rates under a
variety of the assumptions we discuss.

     The following tables set forth the percentages of the outstanding principal
amounts of the class A-1 notes and the class A-2 notes that would be outstanding
after each of the dates shown, based on rates equal to 0%, 50%, 100%, 150% and
200% of our base payment rate assumption. "0% Prepayment Assumption" assumes no
prepayments on a lease allocated to the Lease SUBI, "50% Prepayment Assumption"
assumes that a lease allocated to the Lease SUBI will prepay at 50% of the base
payment rate assumption, and so forth.

                                      -60-

<PAGE>

<TABLE>


                                   Percentage of Outstanding Principal Amount of Class A-1 Notes Remaining
                                               and Weighted Average Life of Class A-1 Notes

 Payment Date                                                         Prepayment Assumptions
--------------------------------------  ----------------------------------------------------------------------------------
<S>                                     <C>               <C>               <C>              <C>               <C>
                                               0%              50%              100%             150%             200%
                                        ------------------------------------------------------------------------------------
Closing Date..........................        100              100              100              100              100
May 7, 2002...........................
June 7, 2002..........................
July 7, 2002..........................
August 7, 2002........................
September 7, 2002.....................
October 7, 2002.......................
November 7, 2002......................
December 7, 2002......................
January 7, 2003.......................
February 7, 2003......................
March 7, 2003.........................
April 7, 2003.........................
May 7, 2003...........................
June 7, 2003..........................
July 7, 2003..........................
August 7, 2003........................
September 7, 2003.....................
October 7, 2003.......................
November 7, 2003......................
December 7, 2003......................
January 7, 2004.......................
February 7, 2004......................
March 7, 2004.........................
April 7, 2004.........................
May 7, 2004...........................
June 7, 2004..........................
July 7, 2004..........................
August 7, 2004........................
September 7, 2004.....................
October 7, 2004.......................
November 7, 2004......................
December 7, 2004......................
January 7, 2005.......................
February 7, 2005......................
March 7, 2005.........................
April 7, 2005.........................
May 7, 2005...........................
June 7, 2005..........................
July 7, 2005..........................
August 7, 2005........................
September 7, 2005.....................
October 7, 2005.......................
November 7, 2005......................
December 7, 2005......................
January 7, 2006.......................
February 7, 2006......................
March 7, 2006.........................
April 7, 2006.........................
May 7, 2006...........................
June 7, 2006..........................
July 7, 2006..........................
August 7, 2006........................
September 7, 2006.....................
October 7, 2006.......................
November 7, 2006......................
December 7, 2006......................
January 7, 2007.......................
February 7, 2007......................
Weighted Average Life (years) (1).....
</TABLE>
--------------------
(1)  The weighted average life of the class A-1 notes is determined by
     multiplying the amount of each principal payment by the number of years
     from the closing date to the related payment date, adding the results, and
     dividing the sum by the initial principal amount of the class A-1 notes.



                                      -61-


<PAGE>
<TABLE>


                                   Percentage of Outstanding Principal Amount of Class A-2 Notes Remaining
                                               and Weighted Average Life of Class A-2 Notes

 Payment Date                                                         Prepayment Assumptions
--------------------------------------  ----------------------------------------------------------------------------------
<S>                                     <C>               <C>               <C>              <C>               <C>
                                               0%              50%              100%             150%             200%
                                        ------------------------------------------------------------------------------------
Closing Date..........................        100              100              100              100              100
May 7, 2002.............................
June 7, 2002............................
July 7, 2002............................
August 7, 2002..........................
September 7, 2002.......................
October 7, 2002.........................
November 7, 2002........................
December 7, 2002........................
January 7, 2003.........................
February 7, 2003........................
March 7, 2003...........................
April 7, 2003...........................
May 7, 2003.............................
June 7, 2003............................
July 7, 2003............................
August 7, 2003..........................
September 7, 2003.......................
October 7, 2003.........................
November 7, 2003........................
December 7, 2003........................
January 7, 2004.........................
February 7, 2004........................
March 7, 2004...........................
April 7, 2004...........................
May 7, 2004.............................
June 7, 2004............................
July 7, 2004............................
August 7, 2004..........................
September 7, 2004.......................
October 7, 2004.........................
November 7, 2004........................
December 7, 2004........................
January 7, 2005.........................
February 7, 2005........................
March 7, 2005...........................
April 7, 2005...........................
May 7, 2005.............................
June 7, 2005............................
July 7, 2005............................
August 7, 2005..........................
September 7, 2005.......................
October 7, 2005.........................
November 7, 2005........................
December 7, 2005........................
January 7, 2006.........................
February 7, 2006........................
March 7, 2006...........................
April 7, 2006...........................
May 7, 2006.............................
June 7, 2006............................
July 7, 2006............................
August 7, 2006..........................
September 7, 2006.......................
October 7, 2006........................
November 7, 2006.......................
December 7, 2006.......................
</TABLE>


                                      -62-


<PAGE>

<TABLE>


 Payment Date                                                         Prepayment Assumptions
--------------------------------------  ----------------------------------------------------------------------------------
                                               0%              50%              100%             150%             200%
                                        ------------------------------------------------------------------------------------
                                             100              100              100              100              100
<S>                                     <C>               <C>               <C>              <C>               <C>
January 7, 2007........................
February 7, 2007.......................

Weighted Average Life (years) (1).......
</TABLE>
--------------------
(1)  The weighted average life of the class A-2 notes is determined by
     multiplying the amount of each principal payment by the number of years
     from the closing date to the related payment date, adding the results and
     dividing the sum by the initial principal amount of the class A-2 notes.


                     Description of the Series 2002-1 Notes

General

     We will issue the series 2002-1 under the Base Indenture and the indenture
supplement relating to the series 2002-1 notes. Following is a summary of the
provisions of the series 2002-1 notes. This summary describes the material
provisions of the series 2002-1 notes. This summary is qualified in its entirety
by reference to the provisions of the Indenture.

     We have previously issued four series of notes, three of which are still
outstanding. We may issue additional series of notes under the Base Indenture,
as supplemented by an indenture supplement, as described under the caption "The
Indenture--Issuance of Additional Series". Each series of notes is and will be
secured by

     o    the Lease SUBI Certificate,

     o    the Fleet Receivable SUBI Certificate and

     o    our other assets and

will represent the right to receive all Collections allocated to that series in
accordance with the Base Indenture, as supplemented by the applicable indenture
supplement.

     The series 2002-1 notes will be

     o    represented by notes registered in the name of a DTC nominee,

     o    available for purchase in minimum denominations and integral multiples
          of $1,000 and

     o    available for purchase in book-entry form only.


Form of Your Notes

     Following is a description of the form your series 2002-1 notes will take.
We also describe how your notes will be transferred and how payments will be
made to you.

     The information in this section concerning DTC and DTC's book-entry system
has been provided by DTC. We have not independently verified the accuracy of
this information.

     DTC has informed us that its nominee will be Cede & Co. Accordingly, we
expect Cede & Co. to be the holder of record of the series 2002-1 notes. This
means that you, as an owner of the series 2002-1 notes, will generally not be
entitled to receive a definitive note representing your interest in the series
2002-1 notes: you will hold your series 2002-1 notes through a book-entry record
maintained by DTC. References in this prospectus to distributions, reports and
notices to the holders of series 2002-1 notes will be made to DTC or Cede & Co.,
as registered holder of the series 2002-1 notes in accordance with DTC's
procedures. References in this prospectus to actions by the holders of the
series 2002-1 notes refer to actions taken by DTC upon instructions from its
participants for distribution to you in accordance with DTC's procedures.

     You may hold the series 2002-1 notes in book-entries through DTC, in the
United States, or Clearstream Banking, societe anonyme, or the Euroclear system,
in Europe. You may hold your series 2002-1 notes directly with one of these
systems if you are a participant in the system or indirectly through an
organization which is a participant. The series 2002-1 notes will be tradable as
home market instruments in both the European and U.S. domestic markets. Initial
settlement and all secondary trades of the series 2002-1 notes will settle in
same-day funds.

                                      -63-

<PAGE>


DTC

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act. DTC holds securities that its participants deposit with DTC. DTC also
facilitates the clearance and settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic book-entry changes in the accounts of its participants, eliminating
the need for physical movement of certificates. DTC's participants include

     o    securities brokers and dealers,

     o    banks,

     o    trust companies,

     o    clearing corporations and

     o    other organizations.

Indirect access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with one of DTC's participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.

Clearstream Banking

     Clearstream Banking was incorporated in 1970 as "Cedel S.A.", a company
with limited liability under Luxembourg law. Cedel S.A. subsequently changed its
name to Cedelbank. On January 10, 2000, Cedelbank's parent, Cedel International,
societe anonyme, merged its clearing, settlement and custody business with that
of Deutsche Borse Clearing AG. The merger involved the transfer by Cedel
International of substantially all of its assets and liabilities, including its
shares in Clearstream Banking, to a new Luxembourg company, New Cedel
International, societe anonyme, which is 50% owned by Cedel International and
50% owned by the parent of Deutsche Borse Clearing. Following the merger, the
companies in the group were renamed "Clearstream", New Cedel International was
renamed Clearstream International, societe anonyme, and Cedelbank was renamed
Clearstream Banking, societe anonyme. On February 1, 2002, Deutsche Boerse
Clearing offered and agreed to pay (euro) 1.6 billion for the remaining 50% of
Clearstream International held by Cedel International. Following the successful
completion of such offer, which was submitted to and approved by Cedel
International's shareholders, Clearstream will be 100% owned by Deutsche Boerse
Clearing.

     Clearstream Banking holds securities for its customers and facilitates the
clearance and settlement of securities transactions between Clearstream Banking
customers through electronic book-entry changes in accounts of Clearstream
Banking customers, eliminating the need for physical movement of certificates.
Transactions may be settled in Clearstream Banking in any of 36 currencies,
including United States dollars. Clearstream Banking provides to its customers,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream Banking deals with domestic securities markets in several
countries. As a professional depository, Clearstream Banking is subject to
regulation and supervision by the Commission for the Supervision of the
Financial Sector. Clearstream Banking customers are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters of the series 2002-1 notes.
Indirect access to Clearstream Banking is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream Banking customer, either directly or
indirectly.


Euroclear

     The Euroclear system was created in 1968 to hold securities for
participants in the Euroclear system and to clear and settle transactions
between participants in the Euroclear system through simultaneous electronic
book-entry delivery against payment, eliminating the need for physical movement
of certificates and any risk



                                      -64-


<PAGE>


from lack of simultaneous transfers of securities and cash. Transactions may now
be settled in any of 34 currencies, including United States dollars. The
Euroclear system includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described below. The Euroclear system is operated by Euroclear Bank S.A./N.V.
The operator of the Euroclear system conducts all operations and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
operator, not Euroclear Clearance System. Euroclear Clearance System establishes
policy for the Euroclear system on behalf of the participants in the Euroclear
system. Participants include banks, including central banks, securities brokers
and dealers and other professional financial intermediaries and may include the
underwriters of the series 2002-1 notes. Indirect access to the Euroclear system
is also available to other firms that clear through or maintain a custodial
relationship with a participant in the Euroclear system, either directly or
indirectly.

     Securities clearance accounts and cash accounts with the operator of the
Euroclear system are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of Euroclear and applicable
Belgian law. These terms and conditions govern transfers of securities and cash
within the Euroclear system, withdrawal of securities and cash from the
Euroclear system, and receipts of payments with respect to securities in the
Euroclear system. All securities in the Euroclear system are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The operator of the Euroclear system acts under these terms
and conditions only on behalf of participants in the Euroclear system and has no
record of or relationship with persons holding through these participants.


Book-Entry Registration

     Cede & Co., as DTC's nominee, will be the holder of record of the global
notes representing the series 2002-1 notes. Clearstream Banking and Euroclear
will hold omnibus positions on behalf of Clearstream Banking customers and
participants in the Euroclear system, respectively, through customers'
securities accounts in Clearstream Banking's and Euroclear's names on the books
of their respective depositories. These depositories will hold these positions
in customers' securities accounts in the depositories' names on DTC's books.

     Secondary market trading between participating organizations in DTC will
occur in accordance with DTC rules and procedures applicable to U.S. corporate
debt obligations. Secondary market trading between Clearstream Banking customers
and participants in the Euroclear system will occur in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice, i.e., seven calendar day settlement.
Secondary cross-market transfers between persons holding securities directly or
indirectly through DTC in the United States, on the one hand, and directly or
indirectly through Clearstream Banking customers or participants in the
Euroclear system, on the other, will be effected in DTC on a
delivery-against-payment basis in accordance with DTC rules on behalf of the
relevant European international clearing system by its depository. However,
these cross-market transactions will require delivery of instructions to the
relevant European international clearing system by the counterparty in
accordance with its rules and procedures and within its established deadlines,
in European time. The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
depository to effect final settlement on its behalf by delivering or receiving
securities in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Clearstream Banking
customers and participants in the Euroclear system may not deliver instructions
directly to the depositories.

     Because of time-zone differences, credits of securities in Clearstream
Banking or the Euroclear system as a result of a transaction with a
participating organization in DTC will be made during the subsequent securities
settlement processing, dated the business day following the DTC settlement date,
and such credits or any transactions in such securities settled during such
processing will be reported to the relevant Clearstream Banking customer or
participant in the Euroclear system on that business day. Cash received in
Clearstream Banking or the Euroclear system as a result of sales of securities
by or through a Clearstream Banking customer or a participant in the Euroclear
system to a participating organization in DTC will be received with value on the
DTC settlement date but will be available in the relevant Clearstream Banking or
Euroclear cash account only as of the business day following settlement in DTC.



                                      -65-



<PAGE>


     Your purchase of a beneficial interest in the series 2002-1 notes under the
DTC system must be made by or through a DTC participant, which will receive a
credit for the series 2002-1 notes on DTC's records. Your ownership interest is
in turn recorded on the records of the DTC direct participant or an indirect
participant in DTC. You will not receive written confirmation from DTC of your
purchase, but you can expect to receive written confirmation providing details
of the transaction, as well as periodic statements of your holdings, from the
DTC direct or indirect participant through which you entered into the
transaction. Transfers of ownership interests in the series 2002-1 notes are
accomplished by entries made on the books of DTC direct and indirect
participants acting on behalf of you and other holders of series 2002-1 notes.
You will not receive definitive certificates representing your ownership
interest in the series 2002-1 notes, except in the event that use of the
book-entry system for the series 2002-1 notes is discontinued.

     To facilitate subsequent transfers, all series 2002-1 notes deposited by
DTC participants with DTC are registered in the name of DTC's nominee, Cede &
Co. The deposit of the series 2002-1 notes with DTC and their registration in
the name of Cede & Co. effects no change in beneficial ownership. DTC has no
knowledge of the actual owners of the series 2002-1 notes. DTC's records reflect
only the identity of DTC participants to whose accounts such series 2002-1 notes
are credited, which may or may not be the owners of the series 2002-1 notes. DTC
participants will remain responsible for keeping account of their holdings on
behalf of their customers.

     Conveyance of notices and other communications by DTC to its participants,
by DTC participants to indirect DTC participants, and by DTC participants and
indirect DTC participants to owners of series 2002-1 notes will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect.

     Neither DTC nor Cede & Co. will consent or vote with respect to the series
2002-1 notes. Under its usual procedures, DTC mails an omnibus proxy to us as
soon as possible after the record date, which assigns Cede & Co.'s consenting or
voting rights to those DTC participants to whose accounts the series 2002-1
notes are credited on the record date, identified in a listing attached to that
proxy.

     Principal and interest payments on the series 2002-1 notes will be made to
DTC. DTC's practice is to credit its participants' accounts on the payment date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on the payment date.
Payments by DTC participants to the owners of the series 2002-1 notes will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the DTC participant and not of
DTC, the indenture trustee or us, subject to any statutory or regulatory
requirements as may be in effect. Disbursement of principal and interest to DTC
is the responsibility of the indenture trustee, disbursement of these payments
to the DTC participants will be the responsibility of DTC, and disbursement of
these payments to the owners of the series 2002-1 notes will be the
responsibility of the DTC direct and indirect participants.

     Distributions on the series 2002-1 notes held through Clearstream Banking
or the Euroclear system will be credited to the cash accounts of the Clearstream
Banking customers or the participants in the Euroclear system in accordance with
the relevant system's rules and procedures, to the extent received by its
depository. These distributions will be subject to tax reporting in accordance
with relevant United States tax laws and regulations. Clearstream Banking or the
operator of the Euroclear system, as the case may be, will take any other action
permitted to be taken by a holder of the series 2002-1 notes under the
Transaction Documents on behalf of a Clearstream Banking customer or a
participant in the Euroclear system only in accordance with its relevant rules
and procedures and subject to its depository's ability to effect such actions on
its behalf through DTC.

     DTC may discontinue providing its services as securities depository for the
series 2002-1 notes at any time by giving reasonable notice to the indenture
trustee. If this occurs and a successor securities depository is not obtained,
you will receive definitive certificates representing your series 2002-1 notes.
We may decide to discontinue use of the system of book-entry transfers through
DTC, or a successor securities depository. If we so decide, you will receive
definitive certificates representing your series 2002-1 notes.

     Although DTC, Clearstream Banking and the Euroclear system have agreed to
the foregoing procedures in order to facilitate transfers of securities among
DTC participants, Clearstream Banking customers and partici-


                                      -65-


<PAGE>



pants in the Euroclear system, they are under no obligation to perform or
continue to perform these procedures and may discontinue these procedures at any
time.


Definitive Notes

     You will receive definitive certificates representing your series 2002-1
notes only if

     o    we advise the indenture trustee in writing that DTC is no longer
          willing or able to discharge properly its responsibilities with
          respect to the series 2002-1 notes, and we are unable to locate a
          qualified successor,

     o    we, at our option, advise the indenture trustee in writing that we
          elect to terminate the book-entry system through DTC, or

     o    after the occurrence of an event of default with respect to the series
          2002-1 notes under the Indenture, owners of series 2002-1 notes
          representing a Majority in Interest of each class of the series 2002-1
          notes advise the indenture trustee and DTC through the DTC
          participants in writing that the continuation of a book-entry system
          through DTC is no longer in the best interest of the owners of the
          series 2002-1 notes.

     If one of the events described above occurs, DTC will be required to notify
all of its participants of the availability through DTC of definitive
certificates representing the series 2002-1 notes. When DTC surrenders the
global notes evidencing the series 2002-1 notes and the indenture trustee
receives instructions for registration of the definitive certificates, we will
issue the definitive certificates representing the series 2002-1 notes. After
definitive certificates representing the series 2002-1 notes are issued, the
indenture trustee will recognize the registered holders of the definitive
certificates as the holders of the series 2002-1 notes under the Indenture.

     The indenture trustee will distribute interest and principal payments on
the series 2002-1 notes issued in definitive form on each payment date directly
to the holders in whose names the series 2002-1 notes were registered at the
close of business on the related record date. The indenture trustee will make
these distributions by wire transfer or by check mailed to the address of the
holders of the series 2002-1 notes as they appear on the register maintained by
the indenture trustee. In order to receive the final payment of principal of any
series 2002-1 notes issued in definitive form, you must surrender your
definitive certificates at the offices of the co-paying agent in Luxembourg or
at the other offices or agencies specified in the notice of final distribution.
For so long as the series 2002-1 notes are listed on the Luxembourg Stock
Exchange and the rules of that exchange so require, the indenture trustee will
be obligated to appoint and maintain a co-paying agent in Luxembourg. The
indenture trustee will appoint J.P. Morgan Chase Bank Luxembourg S.A. as its
co-paying agent in Luxembourg. The indenture trustee will provide notice of the
final payment of principal of the series 2002-1 notes to the registered holders
of the series 2002-1 notes mailed not later than the fifth day of the month of
that final payment.

     You may transfer or exchange the definitive certificates representing your
series 2002-1 notes at the offices of the transfer agent and registrar, which
initially will be the indenture trustee, or at the offices of the co-transfer
agent and co-registrar in Luxembourg. For so long as the series 2002-1 notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange so
require, the indenture trustee will be obligated to appoint and maintain a
co-transfer agent and co-registrar in Luxembourg. The indenture trustee will
appoint J.P. Morgan Chase Bank Luxembourg S.A. as its co-transfer agent and
co-registrar in Luxembourg. No service charge will be imposed for any
registration of transfer or exchange, but the transfer agent and registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection with any transfer or exchange. The transfer agent
and registrar will not be required to register the transfer or exchange of
definitive certificates representing the series 2002-1 notes after the record
date before the due date for the final payment of principal of the series 2002-1
notes.

     If you surrender a mutilated note to the transfer agent and registrar or
you deliver to the transfer agent and registrar evidence to its satisfaction of
the destruction, loss or theft of any series 2002-1 note, and you deliver to the
transfer agent and registrar and the indenture trustee such security or
indemnity as may be reasonably required by them to hold each of them harmless,
then, in the absence of notice to us that your series 2002-1 note has been
acquired by a protected purchaser, we will execute, the indenture trustee will
authenticate and the transfer agent and registrar will deliver, in exchange for
or in lieu of your mutilated, destroyed, lost or stolen series 2002-1 note,


                                      -66-


<PAGE>



a replacement series 2002-1 note of like tenor, including the same date of
issuance, and principal amount, bearing a number not contemporaneously
outstanding. If you deliver evidence of the destruction, loss or theft of a
series 2002-1 note within seven days of when that note is due and payable,
instead of issuing a replacement series 2002-1 note, we may pay you when that
note is due or payable. Upon the issuance of any replacement series 2002-1 note,
we may require the payment by you of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation to that note and any other
expenses, including the related fees and expenses of the indenture trustee and
the transfer agent and registrar.


Initial Settlement

     Custody accounts of investors electing to hold their interests in the
series 2002-1 notes through DTC will be credited with their holdings against
payment in same-day funds on the closing date.

     Investors electing to hold their interests in the series 2002-1 notes
through accounts with Clearstream Banking or Euroclear will follow the
settlement procedures applicable to conventional eurobonds, except that there
will be no temporary global security and no "lock-up" or restricted period.
Securities will be credited to the securities custody accounts on the closing
date against payment in same-day funds.


Secondary Market Trading

     Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

     Trading between DTC Participants. Secondary market trading between
investors holding series 2002-1 notes through DTC participants will be settled
in same-day funds in accordance with the rules and procedures that apply to U.S.
corporate debt obligations.

     Trading between Clearstream Banking and/or Euroclear Participants.
Secondary market trading between investors holding series 2002-1 notes through
Clearstream Banking customers or participants in the Euroclear system will be
settled in the ordinary way using the procedures applicable to conventional
eurobonds in same-day funds, seven calendar day settlement.

     Trading between DTC Seller and Clearstream Banking or Euroclear Purchaser.
When interests in the series 2002-1 notes are to be transferred from the account
of a DTC participant to the account of a Clearstream Banking customer or the
account of a participant in the Euroclear system, the purchaser will send
instructions to Clearstream Banking or the Euroclear system through a
Clearstream Banking customer or a participant in the Euroclear system at least
one business day prior to settlement. Clearstream Banking or Euroclear will
instruct the respective depository, as appropriate, to receive the series 2002-1
notes against payment. Payment will include interest accrued on the series
2002-1 notes from and including the last payment date to and excluding the
settlement date, on the basis of actual days elapsed and a 360-day year. Payment
will then be made by the respective depository to the DTC participant's account
against delivery of the series 2002-1 notes. After settlement has been
completed, the series 2002-1 notes will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures, to
the Clearstream Banking customer's or Euroclear participant's account. The
credit for the series 2002-1 notes will appear the next day, in European time,
and the cash debit will be back-valued to, and the interest on the series 2002-1
notes will accrue from, the value date, which would be the preceding day when
settlement occurred in New York. If settlement is not completed on the intended
value date, i.e., the trade fails, the Clearstream Banking or Euroclear cash
debit will be valued instead as of the actual settlement date.

     Clearstream Banking customers and participants in the Euroclear system will
need to make available to the respective clearing systems the funds necessary to
process same-day funds settlement. The most direct means of doing so is to
pre-position funds for settlement, either from cash on hand or existing lines of
credit, as they would for any settlement occurring within Clearstream Banking or
the Euroclear system. Under this approach, they may take on credit exposure to
Clearstream Banking or Euroclear until the global notes are credited to their
accounts one day later.



                                      -67-


<PAGE>



     As an alternative, if Clearstream Banking or Euroclear has extended a line
of credit to them, Clearstream Banking customers or participants in the
Euroclear system may elect not to pre-position funds and allow that credit line
to be drawn upon to finance the settlement. Under this procedure, Clearstream
Banking customers or participants in Euroclear purchasing series 2002-1 notes
would incur overdraft charges for one day, assuming they cleared the overdraft
when the series 2002-1 notes were credited to their accounts. However, interest
on the series 2002-1 notes would accrue from the value date. Therefore, in many
cases the investment income on the series 2002-1 notes earned during that
one-day period may substantially reduce or offset the amount of the overdraft
charges, although this result will depend on each Clearstream Banking customer's
or Euroclear participant's particular cost of funds.

     Because the settlement is taking place during New York business hours, DTC
participants may employ their usual procedures for sending series 2002-1 notes
to the respective depository for the benefit of Clearstream Banking customers or
participants in the Euroclear system. The sale proceeds will be available to the
DTC seller on the settlement date. Thus, to the DTC participants a cross-market
transaction will settle no differently than a trade between two DTC
participants.

     Trading between Clearstream Banking or Euroclear Seller and DTC Purchaser.
Due to time zone differences in their favor, Clearstream Banking customers and
participants in the Euroclear system may employ their customary procedures for
transactions in which series 2002-1 notes are to be transferred by the
respective clearing system through the respective depository to a DTC
participant. The seller will send instructions to Clearstream Banking or
Euroclear through the respective depository to a DTC participant. The seller
will send instructions to Clearstream Banking or Euroclear through a Clearstream
Banking customer or a participant in the Euroclear system at least one business
day prior to settlement. In these cases, Clearstream Banking or Euroclear will
instruct the respective depository, as appropriate, to deliver the series 2002-1
notes to the DTC participant's account against payment. Payment will include
interest accrued on the series 2002-1 notes from and including the last payment
date to and excluding the settlement date on the basis of the actual days
elapsed and a 360-day year. The payment will then be reflected in the account of
the Clearstream Banking customer or participant in the Euroclear system the
following day, and receipt of the cash proceeds in the Clearstream Banking
customer's or Euroclear participant's account would be back-valued to the value
date, which would be the preceding day, when settlement occurred in New York.
Should the Clearstream Banking customer or participant in the Euroclear system
have a line of credit with its respective clearing system and elect to be in
debt in anticipation of receipt of the sale proceeds in its account, the
back-valuation will extinguish any overdraft charges incurred over that one-day
period. If settlement is not complete on the intended value date, i.e., the
trade fails, receipt of the cash proceeds in the Clearstream Banking customer's
or Euroclear participant's account would instead be valued as of the actual
settlement date.

     Finally, day traders that use Clearstream Banking or the Euroclear system
and that purchase series 2002-1 notes from DTC participants for delivery to
Clearstream Banking customers or participants in the Euroclear system should
note that these trades would automatically fail on the sale side unless
affirmative action were taken. At least three techniques should be readily
available to eliminate this potential problem:

     o    borrowing through Clearstream Banking or Euroclear for one day until
          the purchase side of the day trade is reflected in their Clearstream
          Banking or Euroclear accounts in accordance with the clearing system's
          customary procedures,

     o    borrowing the series 2002-1 notes in the U.S. from a DTC participant
          no later than one day prior to settlement, which would give sufficient
          time to have the series 2002-1 notes be reflected in their Clearstream
          Banking or Euroclear account in order to settle the sale side of the
          trade or

     o    staggering the value dates for the buy and sell sides of the trade so
          that the value date for the purchase from the DTC participant is at
          least one day prior to the value date for the sale to the Clearstream
          Banking customer or participant in the Euroclear system.


Payment of Interest

     We will pay interest on the series 2002-1 notes for each interest period on
each payment date to the holders in whose names the series 2002-1 notes are
registered as of the last business day of the calendar month



                                      -68-


<PAGE>



before that payment date. The payment date will be the 7th day of each month or,
if that day is not a business day, on the next business day, commencing on
[________ 7, 2002].

     The class A-1 notes will bear interest at a floating rate calculated with
reference to one-month LIBOR plus [___]% per annum. The class A-2 notes will
bear interest at a floating rate calculated with reference to one-month LIBOR
plus [___]% per annum. The interest rates applicable to the series 2002-1 notes
will remain in effect during each interest period. Each interest period will be
the period from and including a payment date to but excluding the following
payment date. The interest payable on the principal amount of each class of the
series 2002-1 notes will be computed on the basis of the actual number of days
during each interest period and a 360-day year. We will pay interest at the
applicable interest rate on any interest that is not paid when due.

     The JPMorgan Chase Bank, as calculation agent, will determine the interest
rate applicable to each class of the series 2002-1 notes for each interest
period on the interest determination date which is the second London Business
Day prior to the first day of that interest period. The initial rates on the
series 2002-1 notes will be set two London Business Days prior to the closing
date.

     The calculation agent will determine one-month LIBOR according to the
following provisions:

     o    One-month LIBOR for each interest period will be the rate for U.S.
          dollar deposits having a maturity equal to one month that appears on
          Telerate Page 3750 at approximately 11:00 a.m., London time, on the
          second London Business Day prior to the first day of that interest
          period.

     o    If one-month LIBOR does not appear on Telerate Page 3750 or Telerate
          Page 3750 is unavailable, the calculation agent will select four major
          banks in the London interbank market and obtain from them the rates at
          which deposits in U.S. dollars are being offered by those banks at
          approximately 11:00 a.m., London time, on the second London Business
          Day prior to the first day of that interest period to prime banks in
          the London interbank market for a period of one month commencing on
          the first day of that interest period.

     o    If at least two of these banks provide a quotation, the calculation
          agent will compute one-month LIBOR as the arithmetic mean, rounded to
          the nearest one-hundred-thousandth of one percent, of these
          quotations.

     o    If fewer than two of these banks provide a quotation, the calculation
          agent will request from three major banks in New York City at
          approximately 10:00 a.m., New York City time, on the second London
          Business Day prior to the first day of that interest period quotations
          for loans in U.S. dollars to leading European banks for a period of
          one month commencing on the first day of that interest period. The
          calculation agent will compute one-month LIBOR as the arithmetic mean,
          rounded to the nearest one-hundred-thousandth of one percent, of the
          quotations provided.

     o    If none of these banks provide a quotation, one-month LIBOR for the
          next interest period will be one-month LIBOR for the current interest
          period.

     So long as the series 2002-1 notes are listed on the Luxembourg Stock
Exchange, the indenture trustee or the calculation agent will communicate the
following information to that exchange no later than the first day of each
interest period:

     o    the number of days in that interest period,

     o    the interest rate applicable to each class of series 2002-1 notes for
          that interest period,

     o    the payment date for that interest period and

     o    the amount of interest payable on each class of series 2002-1 notes on
          that payment date.

The indenture trustee or the calculation agent will publish that information in
a daily newspaper published in the English language of general circulation in
Luxembourg as soon as possible after that day.

     If on any payment date the amount of funds available to us for making
interest payments on the series 2002-1 notes is less than the amount of interest
payable on the series 2002-1 notes, we will pay to the holders of


                                      -69-


<PAGE>




each class of the series 2002-1 notes their ratable share, based upon the
aggregate amount of interest due to that class of series 2002-1 notes, of the
aggregate amount available to be distributed in respect of interest on the
series 2002-1 notes.

     So long as the series 2002-1 notes are listed on the Luxembourg Stock
Exchange, the indenture trustee or the calculation agent will notify the
Luxembourg Stock Exchange if the amount of interest to be paid on the series
2002-1 notes on any payment date is less than the amount payable on that payment
date, the amount of the deficit and the amount of interest that will accrue on
the unpaid interest during the next interest period no later than the business
day prior to that payment date.


Payment of Principal

     Revolving Period. We will make no payments of principal of the series
2002-1 notes during a revolving period. The revolving period will begin on the
closing date and will end when the amortization period for the series 2002-1
notes begins. During the revolving period, all Collections deposited in the
principal collection subaccount for the series 2002-1 notes will be available to
us either to pay the principal amount of other series of notes that are then
required to be paid or, at our option, to pay the principal amount of other
series of notes that may be paid under the Indenture or to pay for additional
leases and vehicles allocated to the Lease SUBI under the Transfer Agreement.

     Amortization Period. We will make payments of principal of the series
2002-1 notes beginning on the second payment date following the beginning of the
amortization period for the series 2002-1 notes. On that payment date and each
payment date after that payment date, the indenture trustee will deposit into
the distribution account for the series 2002-1 notes for distribution to the
holders of series 2002-1 notes, the lesser of the Principal Payment Amount for
that payment date and the outstanding principal amount of the series 2002-1
notes and will pay the amount deposited to the holders of the class A-1 notes
until the class A-1 notes are paid in full and then to the holders of the class
A-2 notes until the class A-2 notes are paid in full. On any payment date
falling after the occurrence of an amortization event resulting from the
occurrence of an event of default due to our failure to make a payment on any
series of notes when due or our bankruptcy or insolvency, the indenture trustee
will pay the amount deposited in the distribution account for the series 2002-1
notes for the payment of principal to the holders of the series 2002-1 notes on
a pro rata basis until the series 2002-1 notes have been paid in full.

     The amortization period will begin on the earlier of

     o    the close of business on the business day preceding the day an
          amortization event occurs and

     o    the close of business on the Period End Date in [__________] and

will end on the date on which the series 2002-1 notes are paid in full, all
dividends and other amounts owing in respect of the preferred membership
interests relating to the series 2002-1 notes have been paid in full and the
preferred membership interests relating to the series 2002-1 note have been
redeemed in full.

     We will pay the principal amount of the class A-1 notes in full on or prior
to the payment date in [_________], the final maturity date of the class A-1
notes. We will pay the principal amount of the class A-2 notes in full on or
prior to the payment date in [_________], the final maturity date of the class
A-2 notes. If the amounts that we have available to pay principal on the series
2002-1 notes on the final maturity date for the class A-1 notes or for the class
A-2 notes are insufficient to pay the class A-1 notes or the class A-2 notes in
full, the indenture trustee will withdraw whatever is on deposit in the reserve
account for the series 2002-1 notes to cover this deficiency. If there is a
deficiency on the final maturity date for the class A-2 notes and the amount on
deposit in the reserve account for the series 2002-1 notes is not enough to pay
the class A-2 notes in full, the indenture trustee will withdraw whatever is on
deposit in the yield reserve account for the series 2002-1 notes to cover the
remaining deficiency.

     Amortization Events. The following events will be automatic amortization
events:

     o    the reserve account for the series 2002-1 notes becomes subject to an
          injunction, estoppel or other stay or a lien, other than certain
          permitted liens,



                                      -70-



<PAGE>

     o    the yield supplement account for the series 2002-1 becomes subject to
          an injunction, estoppel or other stay or a lien, other than certain
          permitted liens,

     o    the amount on deposit in the reserve account for the series 2002-1
          notes is less than the required reserve account amount for two or more
          business days,

     o    the Required Asset Amount is more than the Series 2002-1 Allocated
          Adjusted Aggregate Unit Balance for two or more business days,

     o    the amount on deposit in the yield supplement account for the series
          2002-1 notes is less than the required yield supplement account amount
          for two or more business days,

     o    the Three Month Average Charge-Off Ratio for any payment date exceeds
          1.00%,

     o    the Three Month Average Paid-In Advance Loss Ratio for any payment
          date exceeds 1.50%,

     o    the Three Month Average Delinquency Ratio for any payment date exceeds
          7.00%,

     o    we fail to declare and pay dividends on the preferred membership
          interests relating to the series 2002-1 notes on any payment date in
          accordance with their terms,

     o    a Servicer Termination Event occurs,

     o    a Transfer Termination Event or Receivables Purchase Termination Event
          occurs,

     o    an event of default with respect to the series 2002-1 notes occurs
          under the Indenture,

     o    there is at least $10,000,000 on deposit in the principal collection
          subaccount for the series 2002-1 notes on two consecutive payment
          dates during the revolving period for the series 2002-1 notes,

     o    any of Raven Funding, the origination trust, Avis Group Holdings, PHH
          Corporation, Cendant Corporation or Vehicle Management Services
          suffers certain specified bankruptcy or insolvency events, or

     o    all principal and interest of the class A-1 notes are not paid in full
          on the final maturity date of the class A-1 notes or all principal and
          interest of the class A-2 notes are not paid in full on the final
          maturity date of the class A-2 notes.

     The following events will be amortization events only if after any
applicable grace period either the indenture trustee or the holders of series
2002-1 notes holding a Majority in Interest declare that an amortization event
has occurred:

     o    we fail to make a payment or deposit when required to under the
          Indenture or within the applicable grace period which does not exceed
          two business days,

     o    we fail to observe or perform in any material respect any of our
          covenants or agreements set forth in the Indenture and that failure
          continues unremedied for 45 days after written notice of that failure
          to us by the indenture trustee or written notice of that failure to us
          and the indenture trustee by the holders of series 2002-1 notes
          holding more than 50% of the aggregate principal amount of the series
          2002-1 notes,

     o    we make a representation or warranty in the Indenture or in any
          information that we are required to deliver to the indenture trustee
          that was incorrect in any material respect when made or when delivered
          and that continues to be incorrect in any material respect for 45 days
          after written notice of that breach to us by the indenture trustee or
          written notice of that breach to us and the indenture trustee by the
          holders of series 2002-1 notes holding more than 50% of the aggregate
          principal amount of the series 2002-1 notes,

     o    the indenture trustee no longer has a valid and perfected first
          priority security interest in the collateral securing the notes or we
          or Vehicle Management Services or an affiliate of Vehicle Management
          Services makes that assertion,


                                      -71-



<PAGE>

     o    there is filed against Cendant Corporation, PHH Corporation, Vehicle
          Management Services, the origination trust, Raven Funding or us

          o    a notice of federal tax lien from the IRS,

          o    a notice of lien from the Pension Benefit Guaranty Corporation
               under Section 412(n) of the tax code or Section 302(f) of ERISA
               for a failure to make a required installment or other payment to
               a pension plan to which either of those sections applies or

          o    a notice of any other lien that could reasonably be expected to
               have a material adverse effect on our business, operations or
               financial condition or the business, operations or financial
               condition of Cendant Corporation, PHH Corporation, Vehicle
               Management Services, the origination trust or Raven Funding

     and after 40 days that notice has not been withdrawn or that lien has not
     been released or discharged,

     o    one or more judgments or decrees are entered against us involving in
          the aggregate a liability, not paid or fully covered by insurance, of
          $100,000 or more and those judgments or decrees have not been vacated,
          discharged, stayed or bonded pending appeal within 30 days from their
          entry or

     o    any of the Transaction Documents ceases for any reason to be in full
          force and effect other than in accordance with its terms.


Bank Accounts

     The indenture trustee has established and is required to maintain the
following bank accounts, each of which is required to be an Eligible Deposit
Account:

     o    a collection account for the purpose of holding Collections and

     o    a "gain on sale" account for the purpose of holding gains upon sale or
          other disposition of vehicles subject to the closed-end leases
          allocated to the Lease SUBI.

     For administrative purposes, the indenture trustee will create a collection
subaccount for the series 2002-1 notes and the following three administrative
subaccounts in the collection subaccount for the series 2002-1 notes:

     o    the general collection subaccount,

     o    the principal collection subaccount and

     o    the settlement collection subaccount.

The indenture trustee has established and will establish additional
administrative subaccounts out of the collection account for other series of
notes.

     On or before the closing date, the indenture trustee will also establish
the following bank accounts for the series 2002-1 notes, each of which is
required to be an Eligible Deposit Account:

     o    the reserve account,

     o    the yield supplement account and

     o    the distribution account.

The reserve account, the yield supplement account and the distribution account
for the series 2002-1 notes and all funds and investments of funds on deposit in
those accounts will be part of the collateral that secures the series 2002-1
notes and not the other series of notes.

     Investments. The indenture trustee will invest funds on deposit in our bank
accounts in Permitted Investments at our direction.

     Investments in the following bank accounts or subaccounts of the collection
account are required to mature or be payable or redeemable on demand on or prior
to the business day before the next payment date:



                                      -72-



<PAGE>



     o    the gain on sale account,

     o    the reserve account for the series 2002-1 notes,

     o    the yield supplement account for the series 2002-1 notes,

     o    the general collection subaccount for the series 2002-1 notes and

     o    during the amortization period for the series 2002-1 notes, the
          principal collection subaccount.

During the revolving period for the series 2002-1 notes, investments in the
principal collection subaccount for the series 2002-1 notes are required to
mature or be payable or redeemable on demand on or before the next business day.

     Any earnings on investments in the collection subaccounts for the series
2002-1 notes will be deposited into the settlement collection subaccount for the
series 2002-1 notes on each payment date. Any earnings on investments in

     o    the gain on sale account,

     o    the reserve account for the series 2002-1 notes and

     o    the yield supplement account for the series 2002-1 notes

will remain on deposit in those accounts.

     Our bank accounts will be under the sole dominion and control of the
indenture trustee for the benefit of the holders of notes and the funds and
investments on deposit in our accounts will be part of the collateral securing
the notes. The indenture trustee will not be responsible for the selection of
the Permitted Investments.

     Gain on Sale Account. On each payment date, the indenture trustee will
withdraw from the settlement collection subaccount for the series 2002-1 notes
and deposit in the gain on sale account an amount equal to the product of

     o    the  average  daily  Series  2002-1  Invested  Percentage  during  the
          preceding Monthly Period

     multiplied by

     o    the Monthly Residual Value Gain for that Monthly Period.

The Monthly Residual Value Gain for any Monthly Period is generally the amount
by which all amounts received by the servicer during that Monthly Period in
connection with the termination or expiration of closed-end leases allocated to
the Lease SUBI including sales proceeds of the related vehicles, insurance
proceeds and amounts billed the related lessees in connection with the
termination of those leases exceeded the aggregate Net Book Values of the
vehicles subject to closed-end leases that terminated or expired during that
Monthly Period.

     Amounts on deposit in the gain on sale account on each payment date will be
available to cover losses on sale of the vehicles subject to closed-end leases
allocated to the Lease SUBI. On the business day before each payment date, the
indenture trustee will withdraw from the gain on sale account an amount equal to
the amount by which

     o    the  aggregate  Net Book Values of all vehicles  subject to closed-end
          leases  allocated to the Lease SUBI that  terminated or expired during
          the preceding Monthly Period

     exceeded

     o    all amounts  received by the servicer  during that  Monthly  Period in
          connection  with the  termination  or expiration of closed-end  leases
          allocated to the Lease SUBI  including  sales  proceeds of the related
          vehicles, insurance proceeds and amounts billed the related lessees in
          connection with the termination of those leases.


                                      -73-


<PAGE>


The indenture trustee will deposit into the settlement collection subaccount for
the series 2002-1 notes the average daily Series 2002-1 Invested Percentage
during that Monthly Period of the amount withdrawn from the gain on sale
account. The remaining amount of the withdrawal from the gain on sale account
will be deposited into subaccounts of the collection account for other series of
notes then outstanding.

     On the business day prior to each payment date, the indenture trustee will
withdraw from the gain on sale account and pay to us any amounts on deposit in
the gain on sale account in excess of 10% of the sum of

     o    the aggregate Lease Balance of the Eligible Leases that are closed-end
          leases  allocated  to the  Lease  SUBI as of last  day of the  Monthly
          Period before that date

     plus

     o     the Aggregate Residual Value Amount as of that date.

The amount that is required to remain on deposit in the gain on sale account may
increase if we issue a series of notes that requires that more than 10% of the
amount described above remain on deposit in the gain on sale account.


Allocations of Collections

     Collection Account. On each business day on which the servicer deposits
Collections in the collection account, the administrator will direct the
indenture trustee to allocate to the holders of the series 2002-1 notes and
deposit into the general collection subaccount for the series 2002-1 notes the
Series 2002-1 Invested Percentage on that business day of those Collections.

     Prior to the occurrence of an amortization event or any event that may,
with the passage of time or giving of notice, become an amortization event, the
administrator may direct the indenture trustee to release from the general
collection subaccount for the series 2002-1 notes and pay to us on any business
day after a Period End Date and before the next payment date, the amount of
Collections deposited in the general collection subaccount for the series 2002-1
notes during the preceding Monthly Period in excess of the amounts required to
be distributed on that payment date from the settlement collection subaccount
for the series 2002-1 notes other than any of those amounts to be distributed to
us. For a description of the amounts required to be distributed from the
settlement collection subaccount for the series 2002-1 notes on each payment
date, see "--Monthly Distributions".

     Settlement Collection Subaccount. On or before each payment date, the
administrator will direct the indenture trustee to allocate to the holders of
series 2002-1 notes and deposit in the settlement collection subaccount for the
series 2002-1 notes the following amounts:

     o    the  average  daily  Series  2002-1  Invested  Percentage  during  the
          preceding Monthly Period of the sum of

          o    the  amount  paid by the  servicer  to  purchase  leases  and the
               related vehicles as the result of a breach of its representations
               and  warranties  with respect to those leases or vehicles on that
               payment date

          plus

          o    the  amount  paid  by  Raven  Funding  to  repurchase  beneficial
               interests  in leases and the related  vehicles as the result of a
               breach of its  representations  and  warranties or covenants with
               respect to those leases or vehicles on that payment date,

     o    the  average  daily  Series  2002-1  Invested  Percentage  during  the
          preceding  Monthly Period of the amount that the servicer  advances on
          that  payment  date in respect of payments on the leases and the fleet
          management  receivables  due  but not  received  during  that  Monthly
          Period,

     o    the  average  daily  Series  2002-1  Invested  Percentage  during  the
          preceding Monthly Period of the amount withdrawn from the gain on sale
          account,



                                      -74-


<PAGE>

     o    the  average  daily  Series  2002-1  Invested  Percentage  during  the
          preceding  Monthly Period of all payments made under the interest rate
          caps that we are  obligated  to obtain from time to time in respect of
          the fixed rate leases allocated to the Lease SUBI and

     o    all payments under the interest rate caps that we will be obligated to
          obtain under the  indenture  supplement  relating to the series 2002-1
          notes in respect of the  floating  rate leases  allocated to the Lease
          SUBI.

In addition, on each payment date, the administrator will direct the indenture
trustee to withdraw from the general collection subaccount and allocate to the
settlement collection subaccount for the series 2002-1 notes the aggregate
Collections deposited in the general collection subaccount for the series 2002-1
notes during the preceding Monthly Period less any amounts previously released
to us as described above under "--Collection Account".

     We refer to the amounts that we described above that are deposited into the
settlement collection subaccount for the series 2002-1 notes on or before each
payment date plus

     o    any  investment   income  from  amounts  on  deposit  in  the  general
          collection  subaccount or the principal collection  subaccount for the
          series  2002-1  notes   transferred  to  the   settlement   collection
          subaccount on that payment date

less

     o    any amounts  previously  released to us from the principal  collection
          subaccount  for the  series  2002-1  notes as  described  above  under
          "--Collection Account"

as the total cash available for a payment date.

Monthly Distributions

     On each payment date, the administrator will direct the indenture trustee
to make the following distributions from the settlement collection subaccount
for the series 2002-1 notes in the following order of priority to the extent of
the total cash available for that payment date:

     o    to Raven Funding,  the average daily Series 2002-1 Invested Percentage
          during the preceding  Monthly  Period of the amount of  collections on
          the fleet management  receivables  received during that Monthly Period
          over $80,000,000,

     o    to the gain on sale account,  the average daily Series 2002-1 Invested
          Percentage during the preceding Monthly Period of any Monthly Residual
          Value Gain for that date,

     o    to the servicer,  the average daily Series 2002-1 Invested  Percentage
          during the preceding Monthly Period of the amount that the servicer is
          entitled  to receive in  reimbursement  of  servicer  advances on that
          payment date,

     o    if Vehicle Management  Services is not the servicer,  to the servicer,
          the portion of the base  servicing fee payable to the servicer for the
          interest  period  ending on that payment date  allocated to the series
          2002-1 notes plus, on the first payment date following the transfer of
          the  servicing,  to the extent not  reimbursed  by Vehicle  Management
          Services,  the reasonable costs and expenses of the successor servicer
          incurred in connection with the transfer of the servicing in an amount
          up to $250,000,

     o    to the distribution  account for the series 2002-1 notes,  accrued and
          unpaid interest on the series 2002-1 notes,

     o    if Vehicle Management Services is the servicer,  to the servicer,  the
          portion of the base  servicing  fee  payable to the  servicer  for the
          interest  period  ending on that payment date  allocated to the series
          2002-1 notes,

     o    to  the  administrator,   the  portion  of  the  fee  payable  to  the
          administrator  for the  interest  period  ending on that  payment date
          allocated to the series 2002-1 notes,



                                      -75-

<PAGE>



     o    other  than  after  the  maturity  of each  series  of notes  has been
          accelerated  because of an event of default  resulting  from a payment
          default on a series of notes,  to pay  accumulated  dividends  on that
          payment date on each series of preferred membership interests relating
          to the series 2002-1 notes,

     o    on any payment date following a Monthly Period in the revolving period
          for the series 2002-1 notes,  to the principal  collection  subaccount
          for the series  2002-1  notes the amount by which the  Required  Asset
          Amount  exceeds the Series 2002-1  Allocated  Adjusted  Aggregate Unit
          Balance on that payment date,

     o    on the earlier of the second  payment  date  following  the Period End
          Date  in  [__________]   and  the  first  payment  date  following  an
          amortization  event for the series 2002-1 notes,  to the  distribution
          account  for the series  2002-1  notes,  the  lesser of the  Principal
          Payment  Amount for that  payment date and the  outstanding  principal
          amount of the series 2002-1 notes,

     o    on and after the  payment  date on which the series  2002-1  notes are
          paid in full, to redeem the preferred membership interests relating to
          the series 2002-1 notes, the Principal Payment Amount for that payment
          date,  provided,  that,  if the  maturity of all of the notes has been
          accelerated  because of an event of default  resulting  from a payment
          default on a series of notes,  the Principal  Payment  Amount for that
          payment date will be used to make  principal and interest  payments on
          other series of notes,

     o    to the reserve account for the series 2002-1 notes,  the amount needed
          to bring the amount on deposit in the reserve  account to the required
          reserve  account  amount or, on any payment  date  following a Monthly
          Period in the amortization  period for the series 2002-1 notes, if the
          Series 2002-1 Allocated  Adjusted  Aggregate Unit Balance is less than
          the Required  Asset Amount,  the greater of the amount needed to bring
          the amount on deposit in the reserve  account to the required  reserve
          account  amount  and the  amount  needed  to cause the  Series  2002-1
          Allocated  Adjusted Aggregate Unit Balance to equal the Required Asset
          Amount,

     o    to the yield  supplement  account  for the series  2002-1  notes,  the
          amount  needed to bring the amount on deposit in the yield  supplement
          account to the required yield supplement account amount,

     o    if Vehicle Management  Services is not the servicer,  to the servicer,
          any  supplemental  servicing  fee  payable  to the  servicer  for  the
          interest period ending on that payment date and

     o    to us, the amount  remaining in the settlement  collection  subaccount
          for the series 2002-1 notes.

If the administrator determines that the aggregate amount distributable from the
settlement collection subaccount for the series 2002-1 notes, excluding the
deposits to the reserve account and the yield supplement account and the
supplemental servicing fee payable to a successor servicer, on any payment date
will exceed the total cash available for that payment date, the administrator
will be obligated to instruct the indenture trustee to withdraw from the reserve
account for the series 2002-1 notes and deposit in the settlement collection
subaccount for the series 2002-1 notes the least of

     o    the amount of the deficiency,

     o    the product of

               o    the average daily Series 2002-1 Invested Percentage during
                    the preceding Monthly Period

          multiplied by

               o    the amount by which

                    o    the aggregate Lease Balances of all leases allocated to
                         the Lease SUBI that were considered to be charged-off
                         leases during that Monthly Period



                                      -76-


<PAGE>




                    exceeded

                    o    the aggregate amount of recoveries on leases that were
                         previously considered to be charged-off leases during
                         previous Monthly Periods received during that Monthly
                         Period and

     o    the amount on deposit in the reserve account and available for
          withdrawal.

If the amount to be withdrawn from the reserve account is less than the amount
of the deficiency, the administrator will instruct the indenture trustee to
withdraw the remaining amount of the deficiency from the yield supplement
account and deposit it in the settlement collection subaccount for the series
2002-1 notes.

     If the amount of the deficiency is greater than the amounts to be withdrawn
from the reserve account and the yield supplement account and there are
additional amounts on deposit in the reserve account, the administrator will
instruct the indenture trustee to withdraw the remaining portion of the
deficiency from the reserve account, to the extent of available funds, and
deposit it in the settlement collection subaccount for the series 2002-1 notes.

     Principal Collection Subaccount. During the revolving period for the series
2002-1 notes, Collections allocated to the principal collection subaccount for
the series 2002-1 notes on any payment date will be available to us either to
pay the principal amount of other series of notes that are then required to be
paid or, at our option, to pay the principal amount of other series of notes
that may be paid under the Indenture or to pay for additional leases and
vehicles allocated to the Lease SUBI under the Transfer Agreement, in each case,
only if, after giving effect to our use of the funds, the Series 2002-1
Allocated Adjusted Aggregate Unit Balance would equal or exceed the Required
Asset Amount and no amortization event would result from our use of the funds.

     Distribution Account. On each payment date, the indenture trustee will make
the following distributions from amounts on deposit in the distribution account
for the series 2002-1 notes:

     o    to the holders of the series 2002-1 notes of each class, accrued and
          unpaid interest due on that payment date and any past due interest,
          and, if the funds available to pay interest on the series 2002-1 notes
          are insufficient, ratably to each holder of series 2002-1 notes in the
          proportion that the amounts due to that holder bears to the amounts
          due to all of the holders and

     o    during the amortization period for the series 2002-1 notes, to the
          holders of the class A-1 notes all amounts deposited in the
          distribution account on account of principal until the class A-1 notes
          have been paid in full and then to the holders of the class A-2 notes
          all amounts deposited in the distribution account on account of
          principal until the class A-2 notes have been paid in full; provided,
          that, after the occurrence of an amortization event resulting from the
          occurrence of an event of default due to our failure to make a payment
          on any series of notes when due or our bankruptcy or insolvency, the
          indenture trustee will distribute all amounts deposited in the
          distribution account on account of principal ratably to each holder of
          the series 2002-1 notes until the series 2002-1 notes have been paid
          in full.

Distributions will be made to each holder of record of each class of the series
2002-1 notes as determined on the record date preceding such payment date, based
on such holder's ratable share of the aggregate principal amount of the series
2002-1 notes of that class. The record date will be the last business day of the
calendar month before the payment date.


Optional Prepayment

     We will have the option to prepay the series 2002-1 notes, in whole but not
in part, on any payment date after the [__________] payment date. If we exercise
our option to prepay, we will repay the principal amount of the series 2002-1
notes in full and pay all accrued and unpaid interest on the series 2002-1 notes
on that payment date. In order for us to prepay the series 2002-1 notes, we must
give the indenture trustee thirty days' prior written notice of the payment date
on which we intend to exercise our option and deposit sufficient funds in the
distribution account for the series 2002-1 notes on or prior to that payment
date.

     If we exercise our option to prepay the series 2002-1 notes, you will be
required to surrender your series 2002-1 notes in order to receive the final
payment of principal of your notes.



                                      -77-


<PAGE>



Final Payment

     The series 2002-1 notes will be retired on the date on which the final
payment of principal is made to the holders of the series 2002-1 notes, whether
as a result of optional prepayment or otherwise. Unless either class of the
series 2002-1 notes is paid in full earlier, the Indenture provides that the
final distribution of principal and interest on that class of notes will be made
on the final maturity date for that class. If either class of the series 2002-1
notes is not paid in full on its final maturity date both an amortization event
and an event of default under the Indenture will occur.

     Any money deposited with the indenture trustee or any paying agent, or then
held by us, in trust for the payment of the principal of or interest on any
series 2002-1 note and remaining unclaimed for three years after the principal
or interest has become due and payable will be paid to us at our request, or, if
then held by us will be discharged from the trust. Once those funds are released
to us, the holder of the series 2002-1 note will be our unsecured general
creditor and may look only to us for payment. The indenture trustee or any
paying agent, before being required to release funds to us, may at our expense
cause to be published once, in a newspaper published in the English language,
customarily published on each business day and of general circulation in New
York, New York and in Luxembourg, notice that the money remains unclaimed and
that, after a specified date, which may not be less than 30 days from the
publication date, any unclaimed balance of money will be repaid to us.


Governing Law

     The series 2002-1 notes and the Transaction Documents, other than the
agreement creating the origination trust, Raven Funding's limited liability
company agreement and our LLC Agreement, are governed by the laws of the State
of New York. The agreement creating the origination trust, Raven Funding's
limited liability company agreement and our LLC Agreement are governed by the
laws of the State of Delaware.


                                  The Indenture

     Following is a summary of the provisions of the Indenture. This summary
describes the material provisions of the Indenture. This summary is qualified in
its entirety by reference to the provisions of the Indenture.


The Collateral

     The notes, including the series 2002-1 notes, will be secured by the grant
of a first-priority perfected security interest in all of our assets. For a
description of our assets, see "Security for the Series 2002-1 Notes".


Issuance of Additional Series

     We may issue additional series of notes without the consent of the holders
of the notes then outstanding. We may not change the terms of your notes by
issuing an additional series of notes. It is a condition to our issuance of any
series of notes that each rating agency that has been requested by us to issue a
rating on any outstanding series of notes or any outstanding series of preferred
membership interests has advised the indenture trustee that the issuance of that
additional series of notes will not result in the reduction or withdrawal of the
then current rating of that outstanding series of notes or that outstanding
series of preferred membership interests. We cannot assure you that the terms of
any additional series of notes that we issue will not impact the timing or
amount of payments or distributions received by you or any other holder of an
outstanding series of notes. Among other things, additional series of notes may
accrue interest at different rates, may have a different interest rate basis,
may have different final maturities and may benefit from different amortization
events than your series of notes.

     On the closing date, the series 1999-2 notes, the series 1999-3 notes and
the series 2001-1 notes will be outstanding. For information about the terms of
the series 1999-2 notes, the series 1999-3 notes and the series 2001-1 notes,
see "Chesapeake Funding--Capitalization--Other Series of Notes and Senior
Preferred Membership Interests".



                                      -78-


<PAGE>



Representations and Warranties

     We make the following representations and warranties, among others, under
the Base Indenture, when we issue a series of notes, including the series 2002-1
notes:

     o    we are a limited liability company duly formed and validly existing
          and in good standing in all relevant jurisdictions,

     o    we have the authority to consummate the transactions contemplated by
          the Base Indenture, the indenture supplement relating to that series
          of notes and the other Transaction Documents,

     o    the Base Indenture and the indenture supplement relating to that
          series of notes and each other Transaction Document constitute our
          legal, valid and binding obligations,

     o    we are not an "investment company" or under the "control" of an
          "investment company" as such terms are defined in the Investment
          Company Act of 1940, as amended,

     o    we will not use the proceeds from the sale of the notes to purchase or
          carry "margin stock", as defined or used in Regulation T, U or X of
          the Board of Governors of the Federal Reserve System, or to extend
          credit to others for that purpose,

     o    we are not insolvent or subject to any voluntary or involuntary
          proceeding with respect to any bankruptcy or insolvency law,

     o    the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate
          have been duly registered in our name and delivered to the indenture
          trustee and all action necessary, including the filing of financing
          statements, to perfect the indenture trustee's security interest in
          our assets has been duly and effectively taken,

     o    no financing statement or equivalent lien instrument has been filed or
          is of record listing us as debtor, covering all or any part of our
          assets except in favor of the indenture trustee on behalf of the
          holders of notes in connection with the Indenture,

     o    the Indenture constitutes a valid and continuing lien on our assets in
          favor of the indenture trustee prior to all other liens, except as
          permitted by the Indenture and

     o    each of the Origination Trust Documents and the Transfer Agreement are
          in full force and effect and there are no outstanding events of
          default under those agreements nor any events which with the giving of
          notice, the passage of time or both, would constitute an event of
          default.


Certain Covenants

     We have agreed to the following covenants, among others, in the Base
Indenture:

     o    we may not create, incur, assume or permit any lien on any of our
          assets other than the liens created or permitted under the Base
          Indenture,

     o    we may not create, assume, incur, suffer to exist or otherwise become
          or remain liable in respect of any indebtedness, other than the notes
          and other indebtedness permitted under the Transaction Documents,

     o    we may not merge with or into any other entity,

     o    we may not sell, lease, transfer, liquidate or otherwise dispose of
          any of our assets, except as permitted by the Transaction Documents
          unless directed to do so by the indenture trustee,

     o    we may not acquire, by long-term or operating lease or otherwise, any
          assets except as permitted by the Transaction Documents,

     o    we may not declare any dividends on any of our preferred membership
          interests or make any purchase, redemption or other acquisition of our
          preferred membership interests other than in accordance with the
          Transaction Documents,

                                      -79-


<PAGE>


     o    we may not make, incur or suffer to exist any loan, advance, extension
          of credit or other investment in any other entity other than as
          permitted by the Transaction Documents,

     o    we may not engage in any business or enterprise or enter into any
          transaction other than the purchase and funding of the Lease SUBI
          Certificate and the Fleet Receivable SUBI Certificate, the incurrence
          and payment of our ordinary course operating expenses, the issuing and
          selling of the notes, the issuing and selling of our preferred
          membership interests and other related activities,

     o    without the prior written consent of the indenture trustee or the
          holders of a Majority in Interest of each series of notes, we will not
          amend, modify, waive, supplement, terminate, surrender, or agree to
          any amendment, modification, waiver, supplement, termination, waiver
          or surrender of the terms of any of our assets, including the
          Transaction Documents, or waive timely performance or observance by
          Raven Funding under the Transfer Agreement or of the origination
          trust, Vehicle Management Services or the servicer under the
          Origination Trust Documents, or

     o    upon the occurrence of a Servicer Termination Event, we will not
          terminate the servicer and appoint a successor servicer without the
          prior written consent of the indenture trustee or the holders of a
          Majority in Interest of each series of notes.


Events of Default

     The events of default with respect to each series of notes under the Base
Indenture include any of the following events:

     o    our failure to pay interest on any note of any series when due and the
          continuation of that failure for five business days,

     o    our failure to pay the principal of any note of any series when due,

     o    our failure to observe or perform any of our covenants or agreements
          in the Indenture which default materially and adversely affects the
          rights of the holders of that series of notes and which default
          continues or is not cured for a period of 30 days, or for such longer
          period, not in excess of 60 days, as may be reasonably necessary to
          remedy the default subject to the satisfaction of certain conditions,
          after we have received written notice of that failure from the
          indenture trustee or we and the indenture trustee have received
          written notice of that failure from holders of that series of notes
          holding notes evidencing at least 25% of the aggregate principal
          amount of those notes,

     o    our receipt of a final determination that we will be treated as an
          association taxable as a corporation for federal income tax purposes,

     o    the SEC or other regulatory body having jurisdiction reaches a final
          determination that we are an "investment company" within the meaning
          of the Investment Company Act of 1940, as amended, or

     o    certain bankruptcy or insolvency events occur with respect to us.

     If an event of default arising from our bankruptcy or insolvency occurs,
the unpaid principal amount of all series of notes, together with accrued and
unpaid interest, and all other amounts due to the holders of notes under the
Indenture, will immediately become due and payable.

     If an event of default arising from a covenant default occurs with respect
to a series of notes, the indenture trustee or the holders of a Majority in
Interest of that series of notes may declare the notes of that series to be
immediately due and payable.

     If any other event of default occurs, the indenture trustee or the Majority
in Interest of any series of notes may declare that series of notes to be
immediately due and payable.

     At any time after the acceleration of the maturity of a series of notes but
before a judgment or decree for payment of the money due has been obtained by
the indenture trustee, the holders of a Majority in Interest of that series of
notes may rescind and annul the acceleration and its consequences.


                                      -80-


<PAGE>


Rights Upon An Event of Default

     If the maturity of a series of notes has been accelerated and an event of
default with respect to that series has occurred and is continuing, the
indenture trustee may institute proceedings to collect amounts due in respect of
that series of notes.

     If the maturity of all series of notes has been accelerated and an event of
default with respect to all series of notes has occurred and is continuing, the
indenture trustee may

     o    institute proceedings to foreclose on our assets,

     o    exercise remedies as a secured party or

     o    if an event of default arising from a payment default has occurred and
          is continuing, direct us to sell all or a portion of our assets at one
          or more public or private sales called and conducted in any manner
          permitted by law.

However, the indenture trustee may not sell our assets unless

     o    all of the holders of the notes consent to the sale,

     o    the proceeds of the sale distributable to the holders of notes will be
          sufficient to discharge in full all amounts then due and unpaid on the
          notes for principal and interest or

     o    the indenture trustee determines that our assets will not continue to
          provide sufficient funds for the payment of principal of and interest
          on the notes as they would have become due if the notes had not been
          declared due and payable and a Majority in Interest of each series of
          notes consents to the sale.

     If

     o    an event of default has occurred and is continuing with respect to any
          series of notes, the indenture trustee, at the direction of the
          holders of a Majority in Interest of that series of notes, or

     o    if an event of default has occurred and is continuing with respect to
          more than one series of notes, the indenture trustee, at the direction
          of the holders of a Majority in Interest of each series of notes with
          respect to which an event of default shall have occurred,

may exercise all of our rights, remedies, powers, privileges and claims against
Raven Funding, the origination trust and the servicer under the Transfer
Agreement and the Origination Trust Documents, including

     o    our right or power to take any action to compel or secure performance
          or observance by Raven Funding, the origination trust or the servicer
          of their respective obligations to us and

     o    our right to give any consent, request, notice, direction, approval,
          extension or waiver under the Transfer Agreement and the Origination
          Trust Documents and

our rights to take those actions will be suspended. If an event of default has
occurred and is continuing with respect to less than all series of notes, the
indenture trustee may not take any action under the Indenture that is
detrimental to the rights of the holders of the notes with respect to which no
event of default shall have occurred.

     No holder of notes will have any right to institute a proceeding with
respect to the Indenture unless

     o    that holder has previously given written notice to the indenture
          trustee of a continuing event of default with respect to its series of
          notes,

     o    the holders of not less than 25% of each class of notes of that series
          have made a written request to the indenture trustee to institute that
          proceeding in its own name as indenture trustee,

     o    that holder or holders of notes have offered to the indenture trustee
          indemnity reasonably satisfactory to it against the costs, expenses
          and liabilities to be incurred in complying with that request,



                                      -81-


<PAGE>



     o    the indenture trustee for 60 days after receipt of that notice,
          request and offer of indemnity has failed to institute that proceeding
          and

     o    no direction inconsistent with that written request has been given to
          the indenture trustee during that 60-day period by the holders of a
          Majority in Interest of each series of notes.

     Nonetheless the holders will have the absolute and unconditional right to
receive timely payment of principal of and interest on the Series 2002-1 notes
and to institute suit for the enforcement of such timely payment, which right
may not be impaired without the individual holder's consent.

     The holders of a Majority in Interest of each series of notes will have the
right to direct the time, method and place of conducting a proceeding for a
remedy available to the indenture trustee.

     Prior to the declaration of the acceleration of the maturity of any series
of notes, the holders of a Majority in Interest of that series may waive any
past default or event of default and its consequences except a default in
payment of principal of or interest on any of the notes or a failure to satisfy
a covenant or provision which cannot be modified or amended without the
unanimous consent of the holders of the notes. In the case of a waiver, we, the
indenture trustee and the holders of the notes will be restored to our and their
former positions and rights under the Indenture.

     After the maturity of the notes has been accelerated because of an event of
default resulting from a payment default, Collections allocated to a particular
series of notes, after that series has been paid in full, will not be applied to
redeem the preferred membership interests relating to that series of notes but
will be available to pay principal of and interest on any other series of notes
then outstanding.


Reporting Requirements

     On each payment date, the indenture trustee will forward to each holder of
series 2002-1 notes a monthly settlement statement prepared by the administrator
setting forth the following information for the series 2002-1 notes:

     o   the average Series 2002-1 Invested Percentage during the preceding
         Monthly Period,

     o    the total amount distributed to the holders of the series 2002-1 notes
          on that payment date,

     o    the amount of the distribution allocable to principal of each class of
          the series 2002-1 notes,

     o    the amount of the distribution allocable to interest on each class of
          the series 2002-1 notes,

     o    the Principal Payment Amount for that payment date,

     o    the amount of any withdrawal from the reserve account or yield
          supplement account for the series 2002-1 notes anticipated to be made
          on that payment date,

     o    the Required Enhancement Amount, the amount on deposit in the reserve
          account for the series 2002-1 notes, the amount on deposit in the
          principal collection subaccount for the series 2002-1 notes and the
          Series 2002-1 Allocated Adjusted Aggregate Unit Balance, in each case,
          as of the close of business on that payment date, after giving effect
          to any withdrawals, deposits or payments on that payment date,

     o    whether the Required Asset Amount is more than the Series 2002-1
          Allocated Adjusted Aggregate Unit Balance or the amount on deposit in
          the reserve account for the series 2002-1 notes is less than the
          required reserve account amount as of that date,

     o    the amount that is required to be deposited in the yield supplement
          account for the series 2002-1 notes, the Yield Shortfall Amount, the
          Fleet Receivable Amount and the amount on deposit in the yield
          supplement account, in each case, as of the close of business on that
          payment date, after giving effect to any withdrawals or payments on
          that payment date, and

     o    whether the amount on deposit in the yield supplement account for the
          series 2002-1 notes is less than the required yield supplement account
          amount as of that date.



                                      -82-


<PAGE>


     The monthly settlement statement will tell you the total amount distributed
to the holders of each class of the series 2002-1 notes, the amount of that
distribution allocable to principal and the amount of that distribution
allocable to interest expressed as a dollar amount per $1,000 of the initial
principal amount of the class A-1 notes and the class A-2 notes and as a
percentage of the outstanding principal amount of the class A-1 notes and the
class A-2 notes as of that date.

     In addition, on or before January 31 of each year, beginning with the year
2003, the indenture trustee is required to mail to each person who at any time
during the prior calendar year was a holder of series 2002-1 notes, a statement
containing the information necessary to permit the holder to prepare its federal
income tax returns.

     For so long as any class of the series 2002-1 notes is listed on the
Luxembourg Stock Exchange and for so long as the rules of that exchange so
require, any notices to the holders of series 2002-1 notes will also be given by
publication in a newspaper in the English language of wide circulation in
Luxembourg.

Amendment

     Without Noteholder Consent. We and the indenture trustee may enter into one
or more supplements to the Base Indenture or any indenture supplement, without
the consent of any holder of notes but with the written confirmation by the
applicable rating agencies that a downgrade of any outstanding series of notes
or any outstanding series of preferred membership interests will not result from
that amendment, to

     o    create a new series of notes,

     o    add to our covenants for the benefit of the holders of all or any
          series of notes or to surrender any right or power conferred upon us
          in the Base Indenture; provided, that we will not surrender any right
          or power we have under the Transaction Documents,

     o    mortgage, pledge, convey, assign and transfer to the indenture trustee
          any property or assets as security for the notes or correct or amplify
          any previously made description of any such property or asset,

     o    cure any mistake, ambiguity, defect, or inconsistency or correct or
          supplement any provision in the Base Indenture or in any indenture
          supplement or in any notes issued under any indenture supplement,

     o    provide for the acceptance of appointment under the Base Indenture by
          a successor indenture trustee with respect to the notes of one or more
          series and add to or change any of the provisions of the Base
          Indenture as necessary to facilitate the administration of the trusts
          contained in the Base Indenture by more than one indenture trustee,

     o    correct or supplement any provision in the Base Indenture which may be
          inconsistent with any other provision or make any other provisions
          with respect to issues or questions arising under the Base Indenture
          or

     o    if the Base Indenture is required to be qualified under the Trust
          Indenture Act of 1939, modify, eliminate or add to the provisions of
          the Base Indenture to such extent as shall be necessary to effect the
          qualification of the Base Indenture under that act;

provided, that, as evidenced by an opinion of counsel, those actions will not
adversely affect in any material respect the interests of the holder of any
notes.

     With Noteholder Consent. We and the indenture trustee may enter into one or
more supplements to the Base Indenture or any indenture supplement and we and
the indenture trustee may amend, modify or waive or consent to the amendment,
modification or waiver of any provision of any Transaction Document with the
consent of the holders of a Majority in Interest of each series of notes or, if
the amendment, modification or waiver affects only the holders of one or more
series of notes, the Majority in Interest of each affected series of notes, as
substantiated by an opinion of counsel; provided, that



                                      -83-



<PAGE>



     o    no consent of noteholders will be required to any amendment,
          modification or waiver of or to any Transaction Document if the
          amendment, modification or waiver does not adversely affect in any
          material respect the holders of any series of notes, as substantiated
          by an opinion of counsel and

     o    no consent of noteholders will be required to any amendment or
          modification of our LLC Agreement relating to the issuance of any
          series of junior preferred membership interests so long as each rating
          agency that has been requested by us to issue a rating applicable to
          any outstanding series of notes or any outstanding series of preferred
          membership interests has advised the indenture trustee that any such
          amendment or modification of our LLC Agreement will not result in the
          reduction or withdrawal of the then current rating of that outstanding
          series of notes or that outstanding series of preferred membership
          interests.

     The following amendments, modifications and waivers will require the
consent of more than a Majority in Interest of the affected series of notes:

     o    any modification of any requirement in the Indenture that any
          particular action be taken by holders with a certain percentage in
          principal amount of the notes or any change in the related definitions
          will require the consent of each affected holder of notes and

     o    any amendment, waiver or other modification that would

          o    extend the due date for, or reduce the amount of any scheduled
               repayment or prepayment of principal of or interest on any note
               or reduce the principal amount of or rate of interest on any
               note, will require the consent of each affected holder of notes,

          o    approve the assignment or transfer by us of any of our rights or
               obligations under the Indenture or under any other Transaction
               Document unless permitted under the express terms of that
               Transaction Document will require the consent of each affected
               holder of notes,

          o    release any obligor under any Transaction Document to which we
               are a party except under the express terms of that Transaction
               Document will require the consent of each affected holder of
               notes,

          o    affect adversely the interests, rights or obligations of any
               holder of notes individually in comparison to other holders will
               require the consent of that holder and

          o    amend or otherwise modify any amortization event will require the
               consent of each affected holder of notes.


Satisfaction and Discharge of Indenture

     The Indenture will be discharged when

     o    all outstanding notes have been delivered to the indenture trustee for
          cancellation and we have paid all sums due under the Indenture or

     o    with certain limitations, upon

          o    the irrevocable deposit with the indenture trustee of funds
               sufficient for the payment in full when due of all principal and
               interest on the notes to maturity or prepayment, as the case may
               be, and to pay all other sums payable by us under the Indenture,

          o    the receipt by the indenture trustee of the certificate from one
               of our officers to the effect that all the conditions precedent
               to the satisfaction and discharge of the Indenture have occurred
               and

          o    confirmation from each rating agency that has been requested by
               us to issue a rating applicable to any outstanding series of
               notes or any outstanding series of preferred membership interests
               that that deposit will not result in the reduction or withdrawal
               of the current rating of that outstanding series of notes or that
               outstanding series of preferred membership interests.



                                      -84-


<PAGE>



The Indenture Trustee

     JPMorgan Chase Bank is the indenture trustee under the Indenture. Subject
to the terms of the Indenture, and except during a continuing amortization event
or event of default under the Indenture, the indenture trustee will perform only
those duties specifically set forth in the Indenture and disclaims all other
duties, implied covenants or obligations. After an amortization event or event
of default under the Indenture occurs, the indenture trustee will be obligated
to exercise the rights and powers vested in it by the Indenture and to use the
same degree of care and skill in their exercise as a prudent man would exercise
in the conduct of his own affairs. Under no circumstances, however, will the
indenture trustee be required to expend or risk its own funds or otherwise incur
financial liability if there is reasonable grounds for believing that the
repayment of those funds or adequate indemnity against that risk or liability is
not reasonably assured to it under the Indenture.

     For purposes of meeting the legal requirements of certain local
jurisdictions, the indenture trustee may appoint a co-trustee or separate
trustees of all or a part of our assets. A co-trustee or separate trustee is not
subject to the eligibility requirements which must be met by the indenture
trustee. If a co-trustee or a separate trustee is appointed, all rights, powers,
duties and obligations will be conferred or imposed upon the indenture trustee
and the separate trustee or co-trustee jointly, or, in any jurisdiction in which
the indenture trustee is incompetent or unqualified to perform certain acts,
singly upon the separate trustee or co-trustee, which will exercise those
rights, powers, duties and obligations solely at the direction of the indenture
trustee.

     Removal. The holders of a Majority in Interest of each series of notes may
remove the indenture trustee and appoint a successor indenture trustee. We will
be obligated to remove the indenture trustee if

     o    the indenture trustee ceases to meet the eligibility criteria under
          the Indenture,

     o    the indenture trustee is adjudged bankrupt or insolvent,

     o    a receiver of the indenture trustee or of its property is appointed or
          any public officer takes charge or control of the indenture trustee or
          of its property or affairs or

     o    the indenture trustee becomes incapable of acting.

We will appoint a successor indenture trustee. Any resignation or removal of the
indenture trustee and appointment of a successor indenture trustee will not
become effective until the acceptance of the appointment by the successor.


                      Security for the Series 2002-1 Notes

Our Assets

     We will secure our obligations under the notes, including the series 2002-1
notes, by granting a security interest in all of our assets, including among
other things, the following:

     o    the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate
          and the payments due to us under those certificates and related rights
          under the Origination Trust Documents, including our rights to enforce
          the Origination Trust Documents,

     o    all master lease agreements, together with the related leases and
          vehicles, and all consumer leases, together with the related vehicles,
          allocated to the Lease SUBI,

     o    our rights under the Transfer Agreement and the Administration
          Agreement, including our rights to enforce these agreements,

     o    the interest rate caps that we are obligated to obtain from time to
          time in respect of the fixed rate leases allocated to the Lease SUBI,

     o    funds and investments on deposit from time to time in the collection
          account and the gain on sale account,

     o    all additional property that may from time to time, under the terms of
          any indenture supplement or otherwise, be subjected to the grant and
          pledge by us, including any interest rate swap contracts,



                                      -85-



<PAGE>



          interest rate cap agreements or similar contracts entered into by, or
          assigned to, us in connection with the issuance of a series of notes,
          as specified in the related indenture supplement, and

     o    all proceeds of the foregoing.

     In addition, we will secure our obligations under the series 2002-1 notes
and the indenture supplement relating to the series 2002-1 notes by granting a
security interest in the following:

     o    the interest rate caps that we will be obligated to obtain under the
          indenture supplement relating to the series 2002-1 notes in respect of
          the floating rate leases allocated to the Lease SUBI, and

     o    funds on deposit from time to time in the reserve account, the yield
          supplement account and the distribution account for the series 2002-1
          notes.

     The series 2002-1 notes will be secured by substantially all of our assets,
other than any of our assets pledged to secure only another series of notes.

     We have agreed, promptly following a request from the indenture trustee and
at the administrator's expense, to take all such lawful action as the indenture
trustee may request to compel or secure the performance and observance by Raven
Funding, the origination trust and the servicer, as applicable, of each of their
respective obligations to us under or in connection with the Transfer Agreement
and the Origination Trust Documents, respectively, in accordance with their
respective terms, and to exercise any and all rights, remedies, powers and
privileges lawfully available to us in connection with the Transaction Documents
to the extent and in the manner directed by the indenture trustee, including the
transmission of notices of default on the part of Raven Funding, the origination
trust or the servicer under those agreements and the institution of legal or
administrative actions or proceedings to compel or secure performance by Raven
Funding, the origination trust or the servicer of their respective obligations
under those agreements.


Transfer Agreement

     Following is a summary of the provisions of the Transfer Agreement. This
summary describes the material provisions of the Transfer Agreement. This
summary is qualified in its entirety by reference to the provisions of the
Transfer Agreement.

     Initial Closing Date. On June 30, 1999, Raven Funding contributed the Lease
SUBI Certificate and the Fleet Receivable SUBI Certificate to us.

     Additional Closing Dates. Under the terms and conditions of the Transfer
Agreement, we have agreed to acquire, and Raven Funding has agreed to transfer
to us, on each date following June 30, 1999 on which additional leases and
vehicles are allocated to the Lease SUBI, the beneficial interest in those
additional leases and vehicles. In consideration of that transfer, we have
agreed to pay to Raven Funding all amounts available for that purpose under the
Indenture on the date of each transfer. The conditions to each transfer include,
among others, that no Transfer Termination Event shall have occurred and be
continuing.

     Transfer Termination Events. If a Transfer Termination Event occurs, Raven
Funding will stop allocating additional leases and vehicles to the Lease SUBI
and stop transferring them to us under the Transfer Agreement. The occurrence of
certain bankruptcy or insolvency events with respect to Raven Funding, the
origination trust, Avis Group Holdings or Vehicle Management Services will
automatically be a Transfer Termination Event.

     The events listed below will be Transfer Termination Events only if after
any applicable grace period we declare that a Transfer Termination Event has
occurred. We may declare that a Transfer Termination Event has occurred only
with the consent of the indenture trustee and the holders of a Majority in
Interest of each outstanding series of notes.

     The nonautomatic Transfer Termination Events are:

     o    Raven Funding's failure to observe or perform in any material respect
          any of its covenants or agreements in the Transfer Agreement and that
          failure continues unremedied for 30 days after we or




                                      -86-



<PAGE>



          the indenture trustee has given written notice to Raven Funding
          specifying the default and requiring it to be remedied,

     o    Raven Funding makes a representation or warranty in the Transfer
          Agreement that was incorrect in any material respect when made and
          continues to be incorrect in any material respect for 30 days after we
          or the indenture trustee has given Raven Funding written notice of the
          breach,

     o    we cease having a valid and perfected first priority security interest
          in the assets transferred to us under the Transfer Agreement or any of
          Vehicle Management Services, Raven Funding or any affiliate of Vehicle
          Management Services or Raven Funding makes that assertion,

     o    there is filed against Avis Group Holdings, Vehicle Management
          Services, the origination trust or Raven Funding

          o    a notice of federal tax lien from the IRS,

          o    a notice of lien from the Pension Benefit Guaranty Corporation
               under Section 412(n) of the tax code or Section 302(f) of ERISA
               for a failure to make a required installment or other payment to
               a pension plan to which either of those sections applies or

          o    a notice of any other lien that could reasonably be expected to
               have a material adverse effect on the business, operations or
               financial condition of Avis Group Holdings, Vehicle Management
               Services, the origination trust or Raven Funding

               and after 40 days that notice has not been withdrawn or that lien
               has not been released or discharged,

     o    one or more judgments or decrees are entered against Raven Funding
          involving in the aggregate a liability, not paid or fully covered by
          insurance, of $100,000 or more and those judgments or decrees have not
          been vacated, discharged, stayed or bonded pending appeal within 30
          days from their entry,

     o    the Transfer Agreement or any other Transaction Document ceases for
          any reason to be in full force and effect other than in accordance
          with its terms,

     o    an amortization event occurs and continues with respect to each series
          of notes or

     o    a Receivable Purchase Termination Event occurs and continues.

     Representations and Warranties. Raven Funding makes certain representations
and warranties to us under the Transfer Agreement as of the date of each
transfer of assets under the Transfer Agreement. Those representations and
warranties include, among other things, that:

     o    none of the assets transferred to us on that date has been sold,
          assigned or pledged by it to any other person,

     o    immediately prior to the transfer, Raven Funding had good title to
          those assets free and clear of all liens,

     o    once transferred, we will have good title to those assets, free and
          clear of all liens and

     o    the transfer of those assets to us has been perfected under the
          Uniform Commercial Code of the State of New York.

In addition, Raven Funding will make representations and warranties to us under
the Transfer Agreement as of the date of each transfer of assets regarding the
origination trust, including, among other things, that:

     o    the origination trust has been duly formed and is validly existing,

     o    the Origination Trust Documents have been duly authorized, executed
          and delivered by the origination trust, do not conflict with
          applicable law and are enforceable, subject to customary exceptions
          and



                                      -87-


<PAGE>



     o    the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate
          have been duly executed and delivered by the Wilmington Trust Company
          in accordance with the agreement creating the origination trust and
          have been duly issued in accordance with, and are entitled to the
          benefits afforded by, that agreement.

     Covenants. Raven Funding agreed to certain covenants in the Transfer
Agreement, including, among other things, that Raven Funding may not

     o    create, incur, assume or permit any lien on any of its assets, other
          than certain permitted liens,

     o    create, assume, incur, suffer to exist or otherwise become or remain
          liable in respect of any indebtedness,

     o    merge with or into any other person,

     o    sell, lease, transfer, liquidate or otherwise dispose of any assets,
          except as permitted by the Transaction Documents,

     o    acquire, by long-term or operating lease or otherwise, any assets
          except as permitted by the Transaction Documents,

     o    declare or pay any distributions on any of its limited liability
          company interests or make any purchase, redemption or other
          acquisition of its limited liability company interest other than in
          accordance with the Delaware Limited Liability Company Act,

     o    make, incur or suffer to exist any loan, advance, extension of credit
          or other investment in any other person or entity other than as
          permitted by the Transaction Documents or

     o    engage in any business or enterprise or enter into any transaction
          other than those contemplated by the Transaction Documents and other
          activities related to or incidental to any of the foregoing.

     Repurchase Obligation. If Raven Funding breaches any of its representations
or warranties relating to the assets transferred to us or breaches its covenant
not to create or incur liens on any assets it transfers to us and that breach
has a material adverse effect on our interest in those assets, Raven Funding is
obligated to repurchase those assets from us as of the last day of the Monthly
Period during which Raven Funding discovered or received notice of that breach.
Raven Funding will make a repurchase of assets by delivering to us for deposit
in the collection account an amount equal to

     o    in the case of a repurchase of a master lease agreement allocated to
          the Lease SUBI, the aggregate Lease Balance of all leases under that
          master lease agreement as of that day plus, in the case of a
          closed-end lease, the aggregate Net Book Value of the vehicles subject
          to that master lease agreement as of that day,

     o    in the case of a repurchase of a consumer lease, the Lease Balance of
          that consumer lease as of that day plus, in the case of a closed-end
          lease, the Net Book Value of the vehicle subject to that consumer
          lease as of that day,

     o    in the case of a repurchase of a lease, the Lease Balance of that
          lease as of that day plus, in the case of a closed-end lease, the Net
          Book Value of the vehicle subject to that lease as of that day or

     o    in the case of a repurchase of a fleet management receivable, the
          amount owing under that receivable as of the first day of the next
          succeeding Monthly Period.

The obligation of Raven Funding to repurchase the assets as to which a breach
has occurred and is continuing is our sole remedy against Raven Funding for that
breach.


Lease SUBI and Fleet Receivable SUBI

     Lease SUBI. On June 30, 1999, Raven Funding directed Vehicle Management
Services, as the UTI trustee, to identify and allocate on the books and records
of the origination trust an initial separate portfolio of the origination
trust's assets under a supplement to the origination trust's trust agreement.
That portfolio, referred to



                                      -88-


<PAGE>



in this prospectus as the Lease SUBI, is described in this prospectus under the
caption "Characteristics of Leases Allocated to Lease SUBI". The Lease SUBI also
includes Raven Funding's rights under the Contribution Agreement and the Asset
Purchase Agreement relating to those assets. The Lease SUBI represents a
beneficial interest in the assets of the origination trust allocated to the
Lease SUBI and our Lease SUBI Certificate represents a 100% beneficial interest
in those assets. Raven Funding transferred the Lease SUBI Certificate to us
under the Transfer Agreement.

     The Lease SUBI Certificate contains an express written release and
subordination of any claim by us to any proceeds or assets of the UTI trustee,
the Delaware trustee or the SUBI trustee and to all of the assets of the
origination trust other than those from time to time allocated to the Lease
SUBI. For more information about the origination trust and the allocation of the
assets and liabilities of the origination trust, see "Origination Trust and the
Servicing Agreement -- Origination Trust".

     Raven Funding is not obligated to direct the UTI trustee to allocate
additional master lease agreements or additional consumer leases to the Lease
SUBI, but it is Raven Funding's current intention to continue to direct the UTI
trustee to allocate to the Lease SUBI all additional master lease agreements and
consumer leases entered into by the origination trust qualifying as Eligible
Master Leases and Eligible Consumer Leases, respectively. Raven Funding is
obligated to assign and direct the UTI trustee to allocate to the Lease SUBI all
vehicles ordered at the request of a lessee party to a master lease agreement
allocated to the Lease SUBI together with the lease subsequently entered into by
the origination trust for that vehicle.

     Under the Servicing Agreement, Vehicle Management Services, as servicer, is
obligated, on behalf of the UTI trustee and at the direction of Raven Funding,
from time to time to identify and allocate on the books and records of the
origination trust those leases, vehicles and related assets of the origination
trust allocated to the Lease SUBI from time to time as described in this
prospectus.

     Eligibility Criteria. Each of the master lease agreements and consumer
leases allocated to the Lease SUBI must be Eligible Master Leases and Eligible
Consumer Leases, respectively. Each lease, the Lease Balance of which is
included in the Aggregate Lease Balance, is required to be an Eligible Lease.
Each vehicle ordered at the request of a lessee party to a master lease
agreement allocated to the Lease SUBI, the cost of which is included in the
Aggregate Paid-In Advance Balance, is required to be an Eligible Paid-In Advance
Vehicle. Vehicle Management Services, as servicer, is obligated to make
representations regarding the satisfaction of these eligibility criteria as
described under "Origination Trust and the Servicing Agreement--The Servicing
Agreement--Representations as to Eligibility".

     Fleet Receivable SUBI. On June 30, 1999, Raven Funding directed Vehicle
Management Services, as the UTI trustee, to identify and allocate on the books
and records of the origination trust a second separate portfolio of the
origination trust's assets under a supplement to the origination trust's trust
agreement. That portfolio, referred to in this prospectus as the Fleet
Receivable SUBI, consists of an ownership interest in

     o    all fleet management receivables acquired from time to time by Raven
          Funding under the Receivables Purchase Agreement and contributed by
          Raven Funding to the origination trust under the Contribution
          Agreement,

     o    Raven Funding's rights under the Receivables Purchase Agreement
          contributed to the origination trust by Raven Funding and

     o    all of the assets of the origination trust related to the fleet
          management receivables and the Receivables Purchase Agreement,
          including, without limitation, the origination trust's rights under
          the Contribution Agreement relating to the fleet management
          receivables and the Receivables Purchase Agreement.

The Fleet Receivable SUBI represents a beneficial interest in the assets of the
origination trust allocated to the Fleet Receivable SUBI and our Fleet
Receivable SUBI Certificate and the certificate retained by Raven Funding
collectively represent a 100% beneficial interest in those assets. Raven Funding
transferred the Fleet Receivable SUBI Certificate to us under the Transfer
Agreement.



                                      -89-


<PAGE>



     On each payment date, Raven Funding is obligated under the Receivables
Purchase Agreement to acquire from Vehicle Management Services and under the
Contribution Agreement has contributed to the origination trust all fleet
management receivables owned by Vehicle Management Services as of the close of
business on the first day of the current Monthly Period.

     Our Fleet Receivable SUBI Certificate represents an interest in the Fleet
Receivable SUBI in an amount equal to the lesser of $80,000,000 and the sum of
the amounts owing under the Eligible Receivables held by the origination trust.
The certificate retained by Raven Funding represents an interest in the Fleet
Receivable SUBI in the amount by which the sum of the amounts owing under the
Eligible Receivables held by the origination trust exceed $80,000,000. The
certificate retained by Raven Funding is not collateral for the notes.

     The Fleet Receivable SUBI Certificate contains an express written release
and subordination of any claim by us to any proceeds or assets of the UTI
trustee, the Delaware trustee or the SUBI trustee and to all of the assets of
the origination trust other than those from time to time allocated to the Fleet
Receivable SUBI. For more information about the origination trust and the
allocation of the assets and liabilities of the origination trust, see
"Origination Trust and the Servicing Agreement -- Origination Trust".

     Under the Servicing Agreement, Vehicle Management Services, as servicer, is
obligated, on behalf of the UTI trustee and at the direction of Raven Funding,
from time to time to identify and allocate on the books and records of the
origination trust the fleet management receivables and related assets of the
origination trust allocated to the Fleet Receivable SUBI from time to time as
described in this prospectus.

     Collections on the fleet management receivables are intended to supplement
the collections on the leases allocated to the Lease SUBI providing yield
enhancement and additional credit enhancement to the notes.

     Amendments to Lease SUBI and Fleet Receivable SUBI Supplements. The trust
agreement of the origination trust, as supplemented by the supplements creating
the Lease SUBI and the Fleet Receivable SUBI and as it relates solely to the
Lease SUBI or the Fleet Receivable SUBI may be amended by Raven Funding.

     o    with the consent of the UTI trustee, the Delaware trustee and the SUBI
          trustee, but without the consent of any other person, to correct any
          inconsistency or cure any ambiguity or errors in the trust agreement
          or the supplements only in a manner which would have no adverse effect
          on us or the indenture trustee or

     o    with the consent of the UTI trustee, the Delaware trustee and the SUBI
          trustee, in each case, to the extent adversely affected by the
          amendment, our consent and the consent of the indenture trustee, to
          effect any other amendment.

     We have agreed not to agree to any amendment, modification, waiver,
supplement, termination, waiver or surrender of the terms of any of the
Origination Trust Documents, or waive timely performance or observance by the
origination trust under the Origination Trust Documents without the prior
written consent of the indenture trustee or the holders of a Majority in
Interest of each series of notes.


Interest Rate Caps

     Interest Rate Caps for Fixed Rate Leases. On the closing date, we will have
an amortizing interest rate cap from Bank of America, N.A. in respect of the
fixed rate leases allocated to the Lease SUBI having

     o    a notional amount at least equal to the aggregate Unit Balance of all
          those leases on the closing date and on each payment date after the
          closing date at least equal to the aggregate scheduled Unit Balance of
          all those leases and

     o    an effective strike rate based on a one-month eurodollar rate at most
          equal to the weighted average fixed rate of interest on those leases
          minus 0.65% per annum.

     In order for a fixed rate lease allocated to the Lease SUBI after the
closing date to be an Eligible Lease, we will be required to have an interest
rate cap in respect of that lease from a bank or other financial institution
having short-term debt ratings of at least "A-1" from Standard & Poor's and
"P-1" from Moody's and long-term unsecured debt ratings of at least "A+" from
Standard & Poor's and "Aa3" from Moody's having



                                      -90-


<PAGE>



     o    an initial notional amount at least equal to the initial Unit Balance
          of that lease and on each payment date a notional amount at least
          equal to the scheduled Unit Balance of that lease and

     o    an effective strike rate based on a one-month eurodollar rate at most
          equal to the fixed rate of interest on that lease minus 0.65% per
          annum.

     Interest Rate Cap for Floating Rate Leases. On the closing date, we will be
required by the indenture supplement relating to the series 2002-1 notes to have
an interest rate cap from a bank or other financial institution having
short-term debt ratings of at least "A-1" from Standard & Poor's and "P-1" from
Moody's and long-term unsecured debt ratings of at least "A+" from Standard &
Poor's and "Aa3" from Moody's having

     o    a notional amount on each payment date at least equal to the lesser of

          o    the average daily Series 2002-1 Invested Percentage during the
               Monthly Period preceding that payment date of the aggregate Unit
               Balance of all fixed rate leases allocated to the Lease SUBI as
               of the last day of that Monthly Period that were not fixed rate
               leases when initially allocated to the Lease SUBI or on the
               closing date and

          o    the sum of the aggregate principal amount of the series 2002-1
               notes and the aggregate liquidation preference of the preferred
               membership interests relating to the series 2002-1 notes on that
               payment date and

     o    an effective strike rate based on a one-month eurodollar rate at most
          equal to the weighted average fixed rate of interest on those fixed
          rate leases minus 0.65% per annum.

The notional amount of this interest rate cap will not be required to cover any
fixed rate lease that was a floating rate lease when initially allocated to the
Lease SUBI or on the closing date if we elect to obtain an interest rate cap for
that fixed rate lease as though it were a fixed rate lease when initially
allocated to the Lease SUBI.

     [JPMorgan Chase Bank] will provide the initial interest rate cap in respect
of the floating rate leases allocated to the Lease SUBI.

     Downgrade of Interest Rate Cap Providers. If the short-term debt rating of
the provider of any of our interest rate caps falls below "A-1" from Standard &
Poor's or "P-1" from Moody's or the long-term unsecured debt rating of the
provider of any of our interest rate caps falls below "A+" from Moody's or "Aa3"
from Standard & Poor's, we will be obligated to obtain an equivalent interest
rate cap from a bank or other financial institution having short-term debt
ratings of "A-1" from Standard & Poor's and "P-1" from Moody's and long-term
unsecured debt ratings of at least "A+" from Standard & Poor's and "Aa3" from
Moody's within 30 days of the decline in credit rating unless that provider
provides some form of collateral for its obligations under its interest rate cap
and we and the indenture trustee receive written confirmation from each rating
agency that has been requested by us to issue a rating applicable to the series
2002-1 notes or the preferred membership interests relating to the series 2002-1
notes that that arrangement will not result in the reduction or withdrawal of
the current rating of the series 2002-1 notes or of the preferred membership
interests relating to the series 2002-1 notes.

     We will not permit any interest rate cap that we are required to maintain
to be terminated or transferred in whole or in part unless we have obtained a
replacement interest rate cap for that interest rate cap.


                               Credit Enhancement

     We will provide the following credit enhancement for the series 2002-1
notes:

     o    lease overcollateralization to the extent that the Series 2002-1
          Allocated Adjusted Aggregate Unit Balance exceeds the aggregate
          principal amount of the series 2002-1 notes,

     o    the Fleet Receivable SUBI Certificate and the portion of the amounts
          payable to us as its holder allocated to the series 2002-1 notes,

     o    amounts withdrawn from the gain on sale account and allocated to the
          series 2002-1 notes,



                                      -91-


<PAGE>



     o    amounts on deposit in the reserve account for the series 2002-1 notes
          and

     o    amounts on deposit in the yield supplement account for the series
          2002-1 notes.


Required Enhancement Amount

     We are required to maintain credit enhancement for the series 2002-1 notes
in the form of lease overcollateralization and/or amounts on deposit in the
reserve account for the series 2002-1 notes in an amount at least equal to the
Required Enhancement Amount.

     On the closing date, the Required Enhancement Amount will equal 15.9425% of
the initial aggregate principal amount of the series 2002-1 notes. The Required
Enhancement Amount may increase to 16.9425% of the initial aggregate principal
amount of the series 2002-1 notes or decrease to 14.9425% of the initial
aggregate principal amount of the series 2002-1 notes based on the performance
of the leases allocated to the Lease SUBI. The performance measures that impact
the Required Enhancement Amount include:

     o    a three-month and a twelve-month rolling average of the rates at which
          the leases allocated to the Lease SUBI are charged-off,

     o    a three-month and a twelve-month rolling average of losses upon sale
          of the vehicles subject to the closed-end leases allocated to the
          Lease SUBI,

     o    a three-month and a twelve-month rolling average of losses upon sale
          of rejected vehicles allocated to the Lease SUBI and

     o    a three-month rolling average of the leases allocated to the Lease
          SUBI that are delinquent for 60 days or more.

For a description of the lease portfolio performance measures, see the
definition of Required Percentage in the Glossary.

     We are required to maintain lease overcollateralization for the series
2002-1 notes in an amount equal to the Required Overcollateralization Amount.
The Required Overcollateralization Amount will equal the amount by which

     o    the Required Enhancement Amount

     exceeds

     o    the sum of

          o    the amount on deposit in the reserve account for the series
               2002-1 notes

          plus

          o    the amount on deposit in the principal collection subaccount for
               the series 2002-1 notes.

     If the sum of the aggregate principal amount of the series 2002-1 notes
plus the Required Overcollateralization Amount exceeds the Series 2002-1
Allocated Adjusted Aggregate Unit Balance for two or more business days, an
amortization event will occur.

Required Reserve Account Amount

     We are required to maintain $14,649,700, or 2.2538% of the initial
aggregate principal amount of the series 2002-1 notes, on deposit in the reserve
account for the series 2002-1 notes. We will deposit that amount into the
reserve account for the series 2002-1 notes on the closing date. If the amount
on deposit in the reserve account for the series 2002-1 notes falls below that
amount for two or more business days, an amortization event will occur.

     Funds will be withdrawn from and deposited in the reserve account for the
series 2002-1 notes as described under the caption "Description of the Series
2002-1 Notes--Monthly Distributions".



                                      -92-


<PAGE>


Required Yield Supplement Account Amount

         We are required to maintain on deposit in the yield supplement account
for the series 2002-1 notes on each payment date an amount equal to the amount
by which

     o    the Yield Shortfall Amount on that payment date

     exceeds

          o    70% of the product of

          o    the Series 2002-1 Invested Percentage on that payment date

          multiplied by

          o    the Fleet Receivable Amount on that payment date.

After the occurrence of a Receivables Purchase Termination Event, we will be
required to maintain on deposit in the yield supplement account for the series
2002-1 notes an amount equal to the Yield Shortfall Amount. If the amount on
deposit in the yield supplement account for the series 2002-1 notes falls below
the required amount for two or more business days, an amortization event will
occur.

     The Yield Shortfall Amount as of [__________], 2002 would have been
$[__________], assuming that the weighted average cost of funds for the series
2002-1 notes and the preferred membership interests relating to the series
2002-1 notes during the one-month period then ending was [___]% per annum. The
Yield Shortfall Amount will increase if our weighted average cost of funds for
the series 2002-1 notes and the preferred membership interests relating to the
series 2002-1 notes increases without a commensurate increase in the variable
rates on the floating rate leases allocated to the Lease SUBI. The Yield
Shortfall Amount will increase if we issue junior preferred membership interests
relating to the series 2002-1 notes. See "Chesapeake Funding--Preferred
Membership Interests--Series 2002-1 Junior Preferred Membership Interests".

     Funds will be withdrawn from and deposited in the yield supplement account
as described under "Description of the Series 2002-1 Notes--Monthly
Distributions".


                The Origination Trust and the Servicing Agreement

     Following is a summary of the provisions of the Origination Trust
Documents. This summary describes the material provisions of the Origination
Trust Documents. This summary is qualified in its entirety by reference to the
provisions of the Origination Trust Documents.


Origination Trust

     General. The origination trust was originally established by Vehicle
Management Services as a Maryland common law trust and was reconstituted as a
Delaware statutory business trust on June 28, 1999. The primary purpose of the
origination trust is to take assignments of and to serve as record holder of
title to the leases and fleet management receivables originated by Vehicle
Management Services.

     Under the origination trust's trust agreement, the origination trust may
not

     o    issue beneficial interests in its assets other than one or more
          special units of beneficial interests in specified assets of the
          origination trust allocated to that unit and the beneficial interest
          in the assets of the origination trust that are not allocated to any
          special unit of beneficial interest,

     o    issue any securities other than the certificates representing the
          beneficial interests described above,

     o    borrow money,

     o    make loans or extend credit,

     o    invest in or underwrite securities,

     o    offer or issue securities in exchange for its assets, other than the
          certificates referred to above,


                                      -93-



<PAGE>



     o    repurchase or otherwise reacquire the certificate representing the
          beneficial interest in the assets of the origination trust that are
          not allocated to any special unit of beneficial interest or any
          certificate representing a special unit of beneficial interest in the
          origination trust other than as permitted by or in connection with any
          securitization of that certificate,

     o    acquire any assets other than the assets contemplated by the trust
          agreement,

     o    engage in any trade or business or

     o    enter into any agreements or contracts other than agreements relating
          to the acquisition of the assets contemplated by the trust agreement
          or agreements relating to any securitization of a certificate
          representing a special unit of beneficial interest in the origination
          trust.

     Origination Trust Assets. Under the origination trust's trust agreement and
the Servicing Agreement, the origination trust will hold, from time to time, the
following assets:

     o    cash,

     o    leases originated on behalf of the origination trust by Vehicle
          Management Services and all security for those leases,

     o    the vehicles subject to those leases and all proceeds of those
          vehicles, including

          o    the residual values of those vehicles to be realized through the
               exercise by the lessees of purchase options under those leases,

          o    the proceeds of sale of those vehicles to third parties and

          o    payments received from any other persons with respect to those
               vehicles, either directly or through the servicer,

     o    vehicles ordered at the request of the lessees party to the master
          lease agreements and all proceeds of those vehicles, including

          o    the proceeds of sale of those vehicles and

          o    payments received from the related lessees or any other persons
               with respect to those vehicles, either directly or through the
               servicer,

     o    the certificates of title or other evidence of ownership of the
          vehicles,

     o    all of the lessor's rights under the leases and in respect of the
          related vehicles,

     o    the insurance policies and the rights under those policies or proceeds
          from those policies maintained by Raven Funding, Vehicle Management
          Services, any affiliate of either of them or any lessee to the extent
          those policies cover or apply to the leases or the related vehicles,

     o    the fleet management receivables generated by Vehicle Management
          Services and acquired from Vehicle Management Services by Raven
          Funding from time to time on a revolving basis under the terms of the
          Receivables Purchase Agreement and all proceeds of the fleet
          management receivables,

     o    all of Raven Funding's rights, but not its obligations, under the
          Receivables Purchase Agreement, the Contribution Agreement and the
          Asset Purchase Agreement and

     o    all proceeds of those assets.

     Special Units of Beneficial Interest. Raven Funding, as the initial
beneficiary of the origination trust, may from time to time direct Vehicle
Management Services, as the UTI trustee, to identify and allocate one or more
separate portfolios of origination trust assets to be accounted for
independently within the origination trust and allocated to a special unit of
beneficial interest. Raven Funding, as the initial beneficiary, owns the
beneficial interest in the assets of the origination trust that are not so
allocated to any special unit of beneficial interest. Each special unit of
beneficial interest is represented by one or more certificates and is created
under a supplement to


                                      -94-


<PAGE>



the origination trust's trust agreement that amends that trust agreement only
with respect to that special unit of beneficial interest.

     The origination trust holds all of its assets on behalf of its
beneficiaries. Each portfolio of the origination trust's assets will be
segregated from all other of the origination trust's assets on the books and
records of Vehicle Management Services, acting as the UTI trustee and the
servicer. The holders and pledgees of any special unit of beneficial interest in
the origination trust will have no rights to any assets of the origination trust
other than those allocated to their special unit of beneficial interest. Each
holder or pledgee of any special unit of beneficial interest will be required to
expressly disclaim any interest in any assets of the origination trust other
than those allocated to its special unit of beneficial interest and to fully
subordinate any claims to those other assets of the origination trust in the
event that that disclaimer is not given effect.

     Allocation of Origination Trust Liabilities. Liabilities of the origination
trust generally will be allocated to the portfolio of the origination trust's
assets with respect to which they were incurred. As a result

     o    the assets of the origination trust allocated to the Lease SUBI
          generally will not be available to make payments on or pay expenses
          relating to any other special unit of beneficial interest in the
          origination trust, such as the Fleet Receivable SUBI, or the
          beneficial interest in the assets of the origination trust that are
          not allocated to any special unit of beneficial interest,

     o    the assets of the origination trust allocated to the Fleet Receivable
          SUBI generally will not be available to make payments on or pay
          expenses relating to any other special unit of beneficial interest in
          the origination trust, such as the Lease SUBI, or the beneficial
          interest in the assets of the origination trust that are not allocated
          to any special unit of beneficial interest and

     o    the assets of the origination trust not allocated to any special unit
          of beneficial interest generally will not be available to make
          payments on or pay expenses relating to the Lease SUBI, the Fleet
          Receivable SUBI or any other special unit of beneficial interest.

However, liabilities of the origination trust that are incurred with respect to
all of the origination trust's assets or that do not relate to any particular
assets of the origination trust will be allocated pro rata among all assets of
the origination trust, including assets allocated to special units of beneficial
interest and those that are not allocated to any special unit of beneficial
interest. If a third party claim is satisfied out of assets of the origination
trust in other proportions, Vehicle Management Services, as the UTI trustee,
will reallocate all remaining assets of the origination trust among the various
portfolios so that each bears the expense as nearly as possible as if it had
been satisfied out of the proper portfolios. If the origination trust incurs any
liability related to a portfolio of its assets and those assets are insufficient
to cover that liability, the remaining amount of the liability may be satisfied
out of the remaining portfolios of the origination trust's assets. The same is
true with respect to any liability related to the assets of the origination
trust that are not allocated to any special unit of beneficial interest.

     Perfected liens of third-party creditors of the origination trust in any of
the origination trust's assets, including the assets allocated to the Lease SUBI
and the Fleet Receivable SUBI, will take priority over the interests of the
holder of the beneficial interest in those assets, including those of Raven
Funding, the issuer and the indenture trustee in the assets allocated to the
Lease SUBI and the Fleet Receivables SUBI, because the holder of the beneficial
interest will not own directly or have a direct security interest in the assets
of the origination trust allocated to its special unit of beneficial interest. A
general creditor of the origination trust may obtain a lien on the assets of the
origination trust regardless of whether its claim would be allocated to
particular assets of the origination trust under the terms of the origination
trust's trust agreement. See "Risk Factors--Our Indirect Ownership of the
Leases, the Vehicles and the Receivables Could Result in Reduced Payments to
You."

     Settlor and Initial Beneficiary. Raven Funding is the successor settlor and
the initial beneficiary of the origination trust and is the holder of the
certificate representing a beneficial interest in the assets of the origination
trust not allocated to any special unit of beneficial interest and the holder of
the certificate representing the portion of the Fleet Receivable SUBI not
represented by the Fleet Receivable SUBI Certificate. Raven Funding may in the
future create and sell or pledge one or more special units of beneficial
interest in assets of the origination trust other than the Lease SUBI and the
Fleet Receivable SUBI in connection with securitizations similar to the
transaction described in this prospectus.


                                      -95-


<PAGE>


     Duties of the Origination Trustees. Vehicle Management Services is the UTI
trustee and Wilmington Trust Company is the Delaware trustee under the
origination trust's trust agreement. Wilmington Trust Company is also the SUBI
trustee with respect to the Lease SUBI and the Fleet Receivable SUBI. The
Delaware trustee and each SUBI trustee must at all times

     o    be a bank or trust company organized under the laws of the United
          States or one of the fifty states of the United States or the District
          of Columbia,

     o    have capital and surplus of at least $100,000,000 and

     o    in the case of the Delaware trustee only, have a principal place of
          business, or have an agent with a principal place of business, in the
          State of Delaware.

The Delaware trustee or a SUBI trustee is not required to be a bank or trust
company as described above if that trustee has appointed a trust agent that
meets that qualification.

     Each of the UTI trustee, the Delaware trustee and each SUBI trustee is
obligated to perform only

     o    the duties that are specified in the origination trust's trust
          agreement or in any supplement to the trust agreement entered into in
          connection with the issuance of any special unit of beneficial
          interest,

     o    such duties relating to any assets of the origination trust allocated
          to a special unit of beneficial interest as may be directed by Raven
          Funding, as the initial beneficiary, in a manner not contrary to the
          terms of the origination trust's trust agreement, from time to time,
          including, without limitation, in connection with

          o    financing transactions of any sort undertaken by Raven Funding or
               a special purpose entity secured, directly or indirectly, by
               assets of the origination trust, by special units of beneficial
               interest in the assets of the origination trust or by the
               beneficial interest in the assets of the origination trust not
               allocated to a special unit of beneficial interest or any
               interest therein,

          o    any sale by Raven Funding or a special purpose entity of any
               interest in one or more special units of beneficial interest in
               the origination trust, and

          o    any other asset securitization or similar transactions, and

     o    duties in connection with sales by the origination trust of assets of
          the origination trust to the extent permitted by the terms of any
          existing securitizations so long as the certificate of title of any
          vehicle sold by the origination trust is amended to reflect the
          transfer of ownership of that vehicle from the origination trust
          unless applicable law permits the transfer of ownership of a motor
          vehicle without an amendment to the vehicle's certificate of title.

     Each of the UTI trustee, the Delaware trustee and each SUBI trustee will
not have any responsibility or liability for

     o    the validity or sufficiency of the origination trust's trust
          agreement, except for its representations and warranties in the trust
          agreement or its due execution of the trust agreement, or the
          legality, validity and enforceability of any security interest in any
          asset of the origination trust,

     o    the perfection or priority of any security interest in an asset of the
          origination trust or the maintenance of any such perfection and
          priority,

     o    the efficacy of the origination trust or its ability to generate the
          payments to be distributed to Raven Funding or its permitted
          assignees, including, without limitation, the existence, condition,
          location and ownership of any of the origination trust's assets,

     o    the existence and enforceability of any insurance policy covering any
          of the origination trust's assets,

     o    the existence and contents of any lease, vehicle or fleet management
          receivable or any computer or other record of any lease, vehicle or
          fleet management receivable,

     o    the validity of the assignment of any asset to the origination trust
          or of any intervening assignment,

                                      -96-

<PAGE>


     o    the completeness of any lease,

     o    the performance or enforcement of any lease or any contract relating
          to a fleet management receivable,

     o    the compliance by Raven Funding or the servicer with any covenant or
          the breach by Raven Funding or the servicer of any warranty or
          representation in any document and the accuracy of any such warranty
          or representation prior to that trustee's receipt of notice or other
          discovery of any noncompliance or breach,

     o    any investment of monies by the servicer or any loss resulting from
          that investment,

     o    the acts or omissions of Raven Funding, the servicer, any other person
          or any lessee under, or in connection with the origination of any
          lease,

     o    any action of the servicer taken in the name of that trustee or the
          acts or omissions of the servicer,

     o    any action by that trustee taken at the instruction of Raven Funding,
          the holder or any pledgee of any certificate issued by the origination
          trust or the servicer,

     o    the preparation, execution or filing of any tax returns on behalf of
          the origination trust or

     o    the preparation, execution or filing of any document or report with
          any securities commission or agency.

     None of the UTI trustee, the Delaware trustee or any SUBI trustee will be
under an obligation to exercise any of the discretionary rights or powers vested
in it by the origination trust's trust agreement or to institute, conduct or
defend any litigation related to the origination trust's trust agreement, at the
request, order or direction of Raven Funding, the assignee or pledgee of the
certificate representing a beneficial interest in the assets of the origination
trust not allocated to any special unit of beneficial interest or any
certificate representing a special unit of beneficial interest in connection
with a securitization or any other beneficiary of the origination trust unless
the requesting party will have offered to that trustee reasonable security or
indemnity against the costs, expenses and liabilities incurred by it.

     The servicer is obligated to pay each of the Delaware trustee and the SUBI
trustee for the Lease SUBI and the Fleet Receivable SUBI reasonable compensation
and reimbursement of all reasonable expenses for its services in the exercise
and performance of any of the powers and duties under the origination trust's
trust agreement in connection with the Lease SUBI and the Fleet Receivable SUBI
and to indemnify each of those trustees for related claims.

     Each of the UTI trustee, the Delaware trustee and each SUBI trustee may
execute any of its trusts or powers under the origination trust's trust
agreement either directly or by or through agents or attorneys or one or more
custodians. None of these trustees will be liable for the acts or omissions of
any agent or attorney selected by that trustee in good faith with reasonable
care.

     Retitling of Vehicles. Each of the holders of special units of beneficial
interest in the origination trust and the holder of the beneficial interest in
the assets of the origination trust not allocated to any special unit of
beneficial interest may at any time, at its option, request that the vehicles
allocated to its interest be retitled in the name of that holder or a person
designated by that holder, that a lien be noted on the certificates of title
relating to those vehicles in the name of that holder, or a person designated by
that holder, or that possession of those certificates of title be transferred to
that holder or a person designated by that holder. Any of those actions would be
taken at the expense of the holder requesting the action.

     Amendment of Origination Trust Agreement. Amendments to the origination
trust's trust agreement require the consent of Raven Funding, the UTI trustee
and any additional consents required under the terms of any supplement to the
trust agreement relating to the issuance of a special unit of beneficial
interest in the origination trust. Amendments to the origination trust's trust
agreement do not require any approval of the holder of a special unit of
beneficial interest in the origination trust if the holder of that special unit
of beneficial interest would not be adversely affected by that amendment. See
"Security for the Series 2002-1 Notes--Lease SUBI and Fleet Receivable SUBI
--Amendments to Lease SUBI and Fleet Receivable SUBI Supplements".


                                      -97-


<PAGE>


     Termination. The origination trust will dissolve upon the unanimous written
agreement of all of the holders of beneficial interests in the origination
trust. Upon the dissolution of the origination trust, its affairs will be wound
up and its property liquidated.

     No Petition. Each of the UTI trustee, the Delaware trustee, each SUBI
trustee and the initial beneficiary has agreed that it will not prior to one
year and one day after the date upon which all obligations under each
securitization involving the origination trust have been paid in full, institute
against, or join any other person in instituting against, the origination trust,
Raven Funding, any other special purpose entity that is party to a
securitization involving the origination trust, or any general partner of any
such special purpose entity that is a partnership, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. The
origination trust has agreed not to institute any bankruptcy, reorganization
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy, insolvency or similar law without the unanimous
consent of all of its trustees and the holders of all beneficial interests in
the origination trust. A SUBI trustee cannot consent to any of those actions by
the origination trust unless directed to do so by the holder of the applicable
special unit of beneficial interest and each assignee or pledgee of that special
unit of beneficial interest and the Delaware trustee cannot consent to any of
those actions unless directed to do so by all of the holders of beneficial
interests in the origination trust.


The Servicing Agreement

     General. Subject to the supervision, direction and control of the
origination trust, Vehicle Management Services, as servicer has agreed to
perform all of the obligations of the origination trust in connection with the
leases, the vehicles and the fleet management receivables under the Servicing
Agreement. The servicer's duties include, among other things,

     o    contacting potential lessees,

     o    evaluating the creditworthiness of potential lessees,

     o    negotiating master lease agreements,

     o    collecting and posting payments on the leases, fleet management
          receivables and any other assets of the origination trust,

     o    responding to inquiries of lessees,

     o    investigating and resolving delinquencies,

     o    sending payment statements and reporting tax information to lessees,

     o    disposing of returned vehicles,

     o    paying the costs of disposition of vehicles related to charged-off
          leases and vehicles rejected by the lessees,

     o    administering the leases,

     o    amending payment due dates and making other modifications to the
          leases,

     o    approving vehicle repairs,

     o    accounting for collections and

     o    preparing and filing all tax returns of the origination trust.

     The servicer has agreed to cause the origination trust to

     o    apply for and maintain all licenses, permits and authorizations
          necessary and appropriate to acquire, hold and manage its assets in
          each jurisdiction where the ownership of its assets or the nature of
          its operations would require it to maintain those licenses, permits or
          authorizations,


                                      -98-


<PAGE>


     o    file all notices, reports and other required filings in each
          jurisdiction where the location of its assets or the nature of its
          operations would require it to make a filing and

     o    pay or cause to be paid all applicable taxes and fees properly due and
          owing in connection with its activities.

     The servicer has agreed to manage, service, administer and make collections
on the assets allocated to the Lease SUBI and the Fleet Receivable SUBI using
reasonable care, following its credit and collection policies and using the
degree of skill and attention that it exercises with respect to all comparable
fleet vehicle leases and receivables that it services for itself.

     Servicer Representations as to Satisfaction of Eligibility Criteria. On
June 30, 1999, in connection with Raven Funding's contribution of assets to the
origination trust under the Contribution Agreement and the allocation of assets
to the Lease SUBI, the servicer delivered an officer's certificate representing
and warranting to Raven Funding, us and the indenture trustee that

     o    all of the master lease agreements allocated to the Lease SUBI on June
          30, 1999 were Eligible Master Leases as of June 19, 1999,

     o    all of the leases under those master lease agreements included in the
          Aggregate Lease Balance as of June 30, 1999 were Eligible Leases as of
          June 19, 1999 and

     o    all of the consumer leases allocated to the Lease SUBI on June 30,
          1999 were Eligible Consumer Leases as of June 19, 1999.

     At the time of its origination of each new lease under a master lease
agreement allocated to the Lease SUBI, the servicer is obligated to determine
whether that lease is an Eligible Lease and if it determines that a new lease is
an Eligible Lease and as a result increases the Aggregate Lease Balance to
include that lease, the servicer is deemed to have represented to us and the
indenture trustee that that lease constitutes an Eligible Lease as of the first
date on which that lease is included by the servicer in the Aggregate Lease
Balance.

     As a condition to any allocation of a new master lease agreement to the
Lease SUBI, the servicer is obligated to determine whether that master lease
agreement is an Eligible Master Lease and deliver to Raven Funding, us and the
indenture trustee an officer's certificate representing that that master lease
agreement is an Eligible Master Lease as of the date of that allocation.

     As a condition to any allocation of a new consumer lease to the Lease SUBI,
the servicer is obligated to determine whether that consumer lease is an
Eligible Consumer Lease and deliver to Raven Funding, us and the indenture
trustee an officer's certificate representing that that consumer lease is an
Eligible Consumer Lease as of the date of that allocation.

     At the time of any acquisition of a vehicle acquired at the request of a
lessee who is party to a master lease agreement allocated to the Lease SUBI, the
servicer is obligated to determine whether that vehicle is an Eligible Paid In
Advance Vehicle and if it determines that a new vehicle is an Eligible Paid in
Advance Vehicle and as a result increases the Aggregate Paid In Advance Balance
to include that vehicle, the servicer is deemed to have represented to us and
the indenture trustee that that vehicle constitutes an Eligible Paid in Advance
Vehicle as of the first date on which that vehicle is included by the servicer
in the Aggregate Paid In Advance Balance.

     If we, Raven Funding, the indenture trustee or the servicer determines that
any of the servicer's eligibility certifications was incorrect when made or
deemed made and that that breach of representation and warranty materially and
adversely affects the collectibility of, or our interest or the interest of the
indenture trustee in, the related master lease agreement, consumer lease, lease
or vehicle ordered at the request of a lessee, as the case may be, the party
discovering that breach will give prompt written notice to the others. Within 30
days of its discovery of the breach or notice of the breach to the servicer, the
servicer is obligated to cure in all material respects the circumstances or
condition giving rise to that breach. If the servicer is unable or unwilling to
cure the breach, it will be obligated to purchase that master lease agreement,
consumer lease or lease and the related vehicle or vehicles or that vehicle
acquired at the request of lessee who is party to a master lease agreement from
the origination trust by depositing into the collection account on the first
payment date following the 30-day period


                                      -99-


<PAGE>


     o    in the case of a breach relating to a master lease agreement, an
          amount equal to the aggregate Lease Balance of all leases under that
          master lease agreement as of the last day of the preceding Monthly
          Period plus, in the case of a closed-end lease, the aggregate Net Book
          Value of the vehicles subject to that master lease agreement as of
          that day,

     o    in the case of a breach relating to a consumer lease, an amount equal
          to the Lease Balance of that consumer lease as of the last day of the
          preceding Monthly Period plus, in the case of a closed-end lease, the
          Net Book Value of the vehicle subject to that consumer lease as of
          that day,

     o    in the case of a breach relating to a lease under a master lease
          agreement, an amount equal to the Lease Balance of that lease as of
          the last day of the preceding Monthly Period plus, in the case of a
          closed-end lease, the Net Book Value of the vehicle subject to that
          lease as of that day and

     o    in the case of a breach relating to a vehicle acquired at the request
          of a lessee who is party to a master lease agreement, an amount equal
          to the cost of that vehicle.

In addition, the servicer will indemnify, defend and hold harmless us and the
indenture trustee and any subsequent servicer, if other than the current
servicer, from and against, any and all loss or liability with respect to or
resulting from its breach of representation and warranty with respect to any
master lease agreement, consumer lease, lease, leased vehicle or vehicle
acquired at the request of a lessee who is party to a master lease agreement,
including, without limitation, the reasonable fees and expenses of counsel.

     Permitted Modifications of Leases and Policies. The servicer is permitted
under the Servicing Agreement to

     o    modify the terms of a lease allocated to the Lease SUBI, provided that
          the modification will not

          o    decrease any amount payable under the lease if it terminates
               early or reduce any payment due under the lease upon its
               expiration or

          o    extend the final termination date for the lease if the lease
               would not have been an Eligible Lease at the time it was first
               included in the Aggregate Lease Balance had such extension been
               effected at that time,

     o    convert the floating interest rate under any lease to a fixed rate
          which is lower than the greater of

          o    the fixed rate into which that floating rate is converted in
               accordance with that lease and

          o    1/2 of 1% in excess of the PHH Treasury Note Rate on the
               conversion date, or

     o    amend or modify the standards, policies and procedures, including but
          not limited to credit and residual accrual policies, applied by the
          servicer in originating leases and conducting its collection and
          repossession activities, provided that that amendment or modification
          would not have a material adverse effect on the collectibility of
          amounts owing in respect of the leases or on the interests of the
          holders of the special units of beneficial interest in the assets of
          the origination trust or any assignee or pledgee of one of those
          interests.

     Servicing Records. The servicer is obligated to maintain computer and
manual records with respect to the leases, the vehicles, the fleet management
receivables and the other assets of the origination trust and the Collections as
are sufficient to permit

     o    it to perform its servicing duties in accordance with the Servicing
          Agreement and

     o    the UTI trustee to identify and allocate the assets of the origination
          trust on a segregated basis in accordance with the terms and
          provisions of the origination trust's trust agreement.

The servicer is obligated to retain all data, including, computerized records,
together with all operating software and appropriate documentation relating
directly to or maintained in connection with the servicing of the assets of the
origination trust. If a Servicer Termination Event occurs and the servicer's
obligations under the Servicing Agreement are terminated, the servicer is
obligated to deliver those records to the successor servicer.

                                     -100-

<PAGE>


     Custody of Lease Documents and Certificates of Title. The servicer in
accordance with its policies and procedures is obligated to take all necessary
steps to maintain evidence of the origination trust's ownership interest in each
vehicle on the certificate of title for that vehicle. The servicer has been
authorized by the UTI trustee, the Delaware trustee and the SUBI trustees to
take all reasonably necessary steps to record the origination trust's ownership
interest in a vehicle if that vehicle is relocated or for any other reason.

     The origination trust has appointed Allfirst Financial Center, National
Association, as bailee and custodian of all of the origination trust's master
lease agreements and consumer leases and other related documents under the
Custodian Agreement. The custodian is obligated to act for the holder of each
special unit of beneficial interest in the origination trust and the holder of
the beneficial interest in the assets of the origination trust not allocated to
any special unit of beneficial interest, and any pledgee or assignee of any such
holder, with respect to the related assets of the origination trust. The
custodian is obligated to follow the directions of those holders and their
assignees and pledgees.

     Collections and Application of Collections. The servicer is obligated to
service, administer and collect all amounts due on or in respect of the leases,
the fleet management receivables and the other assets of the origination trust.
The servicer is obligated in accordance with its collection policies and
procedures to use commercially reasonable efforts to collect all payments called
for under the terms and provisions of the leases and the fleet management
receivables when due. Subject to the limitations described under the caption
"Permitted Modifications of Leases and Policies" above, the servicer may in
accordance with its policies and procedures grant extensions, rebates, credits
or adjustments in respect of the leases or fleet management receivables. The
servicer may in its discretion waive any late payment charge that may be
collected in the ordinary course of servicing a lease or a fleet management
receivable in accordance with its policies and procedures.

     The servicer is obligated to direct the lessees to make all payments in
respect of the leases and the fleet management receivables to a lockbox account
maintained in the name of the origination trust for the benefit of the holders
of the beneficial interests in the origination trust. The servicer is obligated
to direct any other person making a payment constituting collections on the
assets of the origination trust to make such payment directly to that lockbox
account. The Servicer will hold in trust for the benefit of the origination
trust any Collections received by it directly and deposit those funds in that
lockbox account or apply them as follows:

     o    if the collections relate to the Lease SUBI or the Fleet Receivable
          SUBI, the servicer will deposit those funds in the collection account,

     o    if the collections relate to another special unit of beneficial
          interest in the origination trust, the servicer will deposit those
          funds in accordance with the related supplement to the servicing
          agreement and

     o    if the collections relate to the assets of the origination trust that
          are not allocated to a special unit of beneficial interest in the
          origination trust, the servicer will pay those funds as directed by
          Raven Funding, as the holder of that interest.

     The servicer is obligated to account to the trustees of the origination
trust for each portfolio of assets of the origination trust separately.

     Servicer Advances. On or before each payment date, the servicer is
obligated to make an advance in an amount equal to the amount by which

     o    the aggregate monthly lease payments billed and unpaid under all
          leases and all fleet management receivables billed and unpaid during
          the preceding Monthly Period

     exceeds

     o    the amount of collections received in respect of those payments during
          that Monthly Period.


                                     -101-


<PAGE>


The Servicer is not required to make an advance in respect of

     o    any lease or fleet management receivable that it reasonably
          determines, in its sole discretion, is unlikely to be paid from
          subsequent collections on that lease or fleet management receivable or

     o    any lease that is considered to be a charged-off lease.

On each payment date, the servicer will be entitled to be reimbursed in
accordance with the Indenture for amounts previously advanced by the servicer
for delinquent monthly lease payments and delinquent fleet management
receivables out of amounts collected in respect of those delinquent monthly
lease payments or delinquent fleet management receivables during the preceding
Monthly Period.

     Insurance. The servicer is obligated to use reasonable efforts to ensure
that

     o    if a lessee is required by the servicer's policies and procedures to
          maintain comprehensive collision and property damage insurance on the
          vehicles leased by that lessee from the origination trust, that that
          lessee maintains in full force and effect during the term of its lease
          that insurance, naming the origination trust as a loss payee and
          additional insured, and

     o    each lessee maintains public liability, bodily injury and property
          damage coverage equal to the greater of the amounts required by
          applicable state law or industry standards as set forth in the lease,
          naming the origination trust as an additional insured.

     The servicer is obligated at all times to maintain, or cause to be
maintained by an affiliate of the servicer, on behalf of the origination trust,
insurance policies, which may be blanket policies covering the servicer, the
origination trust and some or all affiliates of the servicer, with respect to
the leases, the vehicles and the related lessees, and will cause each such
insurance policy maintained by it or any of its affiliates to name the
origination trust as an additional insured or loss payee, as appropriate, of at
least the types and in at least the same amounts as are customarily maintained
by the servicer and its affiliates for its own portfolio of leases and the
related vehicles.

     In addition, under the supplement to the servicing agreement relating to
the Lease SUBI, the servicer is obligated to maintain and keep in force for the
benefit of the origination trust, or cause the origination trust to have in
effect, maintain and keep in force, insurance covering the assets of the
origination trust allocated to the Lease SUBI against the following hazards and
in the following forms and amounts:

     o    contingent and excess automobile liability insurance policies with
          Continental Casualty Company, or another nationally recognized
          insurance company with a rating of at least A by A.M. Best, with
          limits of no less than $1,000,000 per occurrence, covering losses in
          the event that a lessee's primary insurance policy is not collectible
          at the time of loss or that a liability claim exceeds the policy limit
          of a lessee's primary insurance,

     o    interim automobile liability insurance coverage with Continental
          Casualty Company, or another nationally recognized insurance company
          with a rating of at least A by A.M. Best, with limits of no less than
          $1,000,000 per occurrence, covering losses

          o    prior to the time that a lessee's primary insurance becomes
               effective and

          o    after a lease has terminated and

     o    umbrella excess liability insurance of not less than $25,000,000 with
          an insurer that has a rating of at least A by A.M. Best.

     The servicer's insurance policies are permitted to be subject to such
deductibles or retentions as are consistent with industry practices of prudent
automobile and light truck vehicle lease companies or lessors and are required
to name the origination trust, Raven Funding and us as additional insureds. Each
of these policies is required to


                                     -102-


<PAGE>


     o    contain an endorsement by the insurer that any loss will be payable in
          accordance with the terms of the policy notwithstanding any act of
          negligence of the servicer or other insured that might otherwise give
          rise to a defense by the insurer to its payment of the loss,

     o    expressly provide that all provisions, except liability for premiums
          which will be solely a liability of the servicer, and the limits of
          the insurer's liability under the policy will operate in the same
          manner as if there were a separate policy covering each additional
          insured and

     o    provide that if the insurance is to be canceled, terminated or
          materially changed, the insurers, or their representatives, will
          promptly notify the additional insureds and any cancellation,
          termination or change will not be effective until 30 days, or 10 days
          for non-payment of premium, after receipt of notice by the additional
          insureds.

     Sale of Vehicles upon Expiration or Termination of Leases. When a lease
terminates or expires or a vehicle is otherwise returned to the origination
trust, the servicer is obligated to arrange for the sale of the related vehicle
in accordance with the related lease and its policies and procedures and to
collect from the related lessee any amounts payable by the lessee under the
lease in connection with that expiration, termination, return and/or disposal.
For additional information about how the servicer disposes of the vehicles, see
"Vehicle Management Services--Lease Termination and Vehicle Disposition".

     Sale of Rejected Vehicles. If a lessee does not accept delivery of a
vehicle ordered at its request, the servicer is obligated to arrange for the
sale or other disposition of that vehicle in accordance with its policies and
procedures and to collect from the related lessee any fee, penalty or other
amount payable in connection with that rejection.

     Repossessed Vehicles. The servicer is obligated to use reasonable efforts
to repossess or otherwise convert the possession of any vehicle subject to a
delinquent lease in accordance with its policies and procedures. The servicer is
obligated to take whatever actions it deems necessary or advisable to realize
all amounts owing under a delinquent lease and to sell the related vehicle or
vehicles at public or private sale in accordance with the delinquent lease. The
servicer is entitled to reimbursement out of sales proceeds for all of its
reasonable liquidation expenses. The servicer is not permitted to incur expenses
to repair or repossess any vehicle that has suffered damages unless it
determines that the repair and/or repossession will increase the liquidation
proceeds by an amount greater than the amount of the expenses of repair or
repossession.

     Compliance Reports.

     --Quarterly Reports. Within ten business days of the last business day of
each quarter, the servicer is obligated to deliver to us and the indenture
trustee a copy of an officer's certificate, dated as of the end of that fiscal
quarter, stating that

     o    that officer has supervised a review of the servicer's activities and
          performance under the Servicing Agreement during that fiscal quarter
          and

     o    to the best of that officer's knowledge, based on that review, the
          servicer has fulfilled all its obligations in all material respects
          under the Servicing Agreement during that fiscal quarter or, if there
          has been a default in any material respect, specifying the default
          known to that officer and the nature and status of that default.

     --Annual Accountants' Reports. The servicer is obligated to cause a firm of
nationally recognized independent certified public accountants, who may render
other services to the servicer, to deliver to us, the indenture trustee and each
rating agency rating our notes or preferred membership interests on or before
March 31 of each year

     o    a report covering the preceding year to the effect that the firm


                                     -103-


<PAGE>


          o    has reviewed certain documents and records relating to the
               servicing of the assets of the origination trust allocated to the
               Lease SUBI and

          o    based on that review, the firm is of the opinion that the monthly
               settlement statements delivered to the holders of each series of
               notes for each Monthly Period in that year were prepared in
               compliance with the Servicing Agreement, except for exceptions it
               believes to be immaterial and other exceptions that it describes
               in the report and

     o    a report to the effect that

          o    the firm has examined the assertion of the servicer's management
               as to the servicer's compliance with certain of the servicing
               requirements in the Servicing Agreement during the preceding
               year,

          o    the firms' examination was made in accordance with standards
               established by the American Institute of Certified Public
               Accountants and

          o    except as described in the report, the servicer's management's
               assertion is fairly stated in all material respects.

     --Quarterly ERISA Reports. The servicer is obligated to deliver to us, the
indenture trustee and each rating agency rating our notes or preferred
membership interests on a quarterly basis, within 45 days after the end of each
quarter, an officer's certificate stating whether if all "employee benefit
plans" subject to Title IV of ERISA which the servicer, or any entity which is a
member of a "controlled group" of which the servicer is also a member, maintains
or sponsors were terminated on the last day of that quarter or immediately after
that date, there would be any unfunded liabilities with respect to any of those
plans, its participants or beneficiaries or the Pension Benefit Guaranty
Corporation.

     Indemnification. The servicer has agreed to indemnify, defend and hold
harmless, among others, the origination trust, Raven Funding, us and the
indenture trustee, on behalf of the holders of the notes, for any and all
liabilities, losses, damages and expenses that may be incurred as a result of
any negligent act or omission by the servicer in connection with

     o    its maintenance and custody of the documents relating to the leases,

     o    the servicing of the assets of the origination trust or

     o    any other activity undertaken or omitted by the servicer with respect
          to the Lease SUBI, the Fleet Receivable SUBI or the Servicing
          Agreement.

     Servicing Fee. The portion of the base servicing fee allocable to the
series 2002-1 notes and payable to the servicer out of Collections allocated to
the series 2002-1 notes on each payment date will equal the product of

     o    0.215% per annum

     multiplied by

     o    the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of the
          first day of the interest period ending on that payment date

     multiplied by

     o    the number of days in that interest period divided by 365 or 366.

If Vehicle Management Services is no longer the servicer, the servicing fee
allocable to the series 2002-1 notes and payable to the servicer out of
Collections allocated to the series 2002-1 notes may be increased to an amount
such that the base servicing fee and any supplemental servicing fee payable to
the successor servicer equal up to 110% of the costs to the successor servicer
of servicing the origination trust assets allocable to the series 2002-1 notes.


                                     -104-


<PAGE>


This base servicing fee and any supplemental servicing fee will be payable on
each payment date to the extent that funds are available in the collection
account for the series 2002-1 notes to pay the fees as described under
"Description of the Series 2002-1 Notes--Monthly Distributions." In addition, on
the first payment date following a transfer of servicing following the
occurrence of a Servicer Termination Event, the successor servicer will have a
right to receive up to $250,000 in reimbursement of reasonable costs and
expenses incurred in connection with the transfer of the servicing, to the
extent those fees and expenses are not reimbursed by Vehicle Management
Services.

     Resignation; Delegation. The servicer may not resign from its obligations
and duties under the servicing agreement unless it determines that its duties
under the servicing agreement are no longer permissible by reason of a change in
applicable law or regulations. Any resignation of the servicer will not become
effective until a successor servicer has assumed the servicer's obligations
under the servicing agreement.

     The servicer may not assign or delegate any of its rights, powers, duties
or obligations under the servicing agreement except

     o    an assignment of all of its rights, powers, duties and obligations to
          a successor in connection with a consolidation, merger or conveyance
          involving the servicer,

     o    a delegation of any or all of the servicer's duties under the
          servicing agreement to any majority owned subsidiary of Avis Group
          Holdings or

     o    a delegation of specific duties to sub-contractors who are in the
          business of performing those duties.

By delegating any of its duties, the servicer will not be relieved of its
responsibility for performing those duties and the servicer will remain
obligated and liable for servicing and administering the assets of the
origination trust. The servicer may delegate its duty to originate consumer
leases to PersonaLease, its wholly-owned subsidiary.

     Servicer Termination Events. If a Servicer Termination Event occurs and is
continuing, the SUBI trustee may terminate all or a portion of the rights and
powers of the servicer to service the assets of the origination trust allocated
to the Lease SUBI and the Fleet Receivable SUBI under the Servicing Agreement.
No termination of the servicer will be effective until the SUBI trustee has
appointed a successor servicer. If servicing is transferred, the servicer will
be obligated to use its commercially reasonable efforts to effect the orderly
and efficient transfer of the servicing of the affected assets to the new
servicer. As the holder of the Lease SUBI Certificate and the Fleet Receivable
SUBI Certificate, we have the right to direct the SUBI trustee to terminate the
servicer. We have agreed in the Indenture not to terminate the servicer without
the prior written consent of the holders of a Majority in Interest of each
series of notes and have agreed to terminate the servicer at the direction of
the holders of a Majority in Interest of each series of notes.

     Among other events, the following events are Servicer Termination Events:

     o    the servicer's failure to deposit or transfer any amounts that are
          required to be deposited or transferred under the Servicing Agreement
          and that failure continues unremedied for two business days after the
          discovery of the failure by the servicer or the receipt by the
          servicer of written notice of the failure,

     o    we, the indenture trustee or the UTI trustee has not received the
          monthly settlement statement within three business days of when due,

     o    the servicer's default in the due performance and observance of any
          other provision of the Servicing Agreement and that default continues
          unremedied for 30 days after the earlier to occur of written notice to
          the servicer by us or the indenture trustee of the default or the
          servicer's discovery of the default,


                                     -105-


<PAGE>


     o    the servicer makes a representation, warranty or statement in the
          Servicing Agreement or any certificate, report or other writing
          delivered under the Servicing Agreement that was incorrect in any
          material respect when made and continues to be incorrect for 30 days
          after the earlier to occur of written notice to the servicer by us or
          the indenture trustee of the breach or the servicer's discovery of the
          breach,

     o    the servicer creates, either indirectly or directly, or allows to
          suffer to exist, any lien on, the Lease SUBI, the Fleet Receivable
          SUBI or any assets of the origination trust included in or allocated
          to those special units of beneficial interest, other than certain
          permitted liens or

     o    the occurrence of certain bankruptcy or insolvency events with respect
          to the servicer.

     The SUBI trustee, acting at our direction, with the consent or at the
direction of the holders of a Majority in Interest of each series of notes, may
waive any Servicer Termination Event and its consequences.

         If the servicer is terminated after the occurrence of a Servicer
Termination Event or the servicer resigns, JPMorgan Chase Bank has agreed to act
as successor servicer under the Servicing Agreement, at the request of the
indenture trustee, acting at the direction of a Majority in Interest of each
outstanding series of notes, or, if there are no notes outstanding, our
direction. JPMorgan Chase Bank may, if it is unwilling to act as successor
servicer, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established financial
institution

     o    having a net worth of not less than $100,000,000 as of the last day of
          the most recent fiscal quarter for that institution and

     o    whose regular business includes the servicing of fleet lease
          receivables, as successor servicer under the Servicing Agreement.

Chase's appointment of a successor servicer would be subject to the confirmation
from each rating agency that has been requested by us to issue a rating
applicable to any outstanding series of notes or any outstanding series of
preferred membership interests that the appointment of that successor servicer
would not result in the reduction or withdrawal of the current rating of that
outstanding series of notes or that outstanding series of preferred membership
interests.

     Performance Guaranty. Each of PHH Corporation and Avis Group Holdings has
agreed to guarantee the due and prompt payment and performance by the servicer
of the following obligations:

     o    the servicer's indemnification obligations described above under the
          caption "--Indemnification",

     o    the servicer's repurchase obligations following the breach of a
          representation made in a certification of eligibility as described
          above under the caption "Servicer Representations as to Satisfaction
          of Eligibility Criteria" and

     o    certain expense reimbursement obligations of the servicer relating to
          the administration and servicing of the Lease SUBI, the Fleet
          Receivable SUBI and the assets of the origination trust allocated to
          the Lease SUBI and the Fleet Receivable SUBI.


             The Receivables Purchase Agreement, the Asset Purchase
                    Agreement and the Contribution Agreement

     Following is a summary of the provisions of the Receivables Purchase
Agreement, the Asset Purchase Agreement and the Contribution Agreement. This
summary describes the material provisions of those agreements. This summary is
qualified in its entirety by reference to the provisions of those agreements.


                                     -106-


<PAGE>


Receivables Purchase Agreement

     Transfers of Fleet Management Receivables. Under the Receivables Purchase
Agreement, Vehicle Management Services has agreed to sell to Raven Funding on
each payment date all fleet management receivables then owned by it for a
purchase price equal to the fair market value of those receivables. It has also
agreed to contribute to Raven Funding on each payment date any fleet management
receivables owned by it as of that payment date and not sold to Raven Funding.

     Vehicle Management Services sells or contributes the following related
property to Raven Funding in connection with each sale or contribution of fleet
management receivables to Raven Funding:

     o    all rights relating to those receivables under the related fleet
          service contracts,

     o    all collections of those receivables,

     o    all guaranties, insurance, letters of credit and other agreements
          supporting or securing payment of those receivable and

     o    all proceeds of those assets.

     Representations and Warranties. Vehicle Management Services makes certain
representations and warranties to Raven Funding as of the date of each sale of
fleet management receivables under the Receivables Purchase Agreement. Those
representations and warranties, include, among other things, that



     o    each fleet management receivable is an Eligible Receivable,

     o    each  fleet  management  receivable  was owned by  Vehicle  Management
          Services  free and clear of any claims and Raven  Funding will acquire
          valid  and  properly   perfected   title  to  that  fleet   management
          receivable,

     o    the  transfer  of each fleet  management  receivable  and the  related
          property  constitutes a valid sale or contribution of all right, title
          and interest of Vehicle  Management  Services to that fleet management
          receivable and the related property and that transfer is perfected and
          of first priority under applicable law and

     o    Vehicle  Management  Services  has no knowledge of any fact that would
          cause  it to  expect  that any  payments  on  those  fleet  management
          receivables  will not be paid in full  when due or that is  reasonably
          likely to cause or result in any other  material  adverse  effect with
          respect to those fleet management receivables.

     Conditions to Transfers. Each sale or contribution of fleet management
receivables to Raven Funding under the Receivables Purchase Agreement is subject
to the condition, among others, that

     o    the  representations  and warranties of Vehicle Management Services in
          the Receivables Purchase Agreement are true and correct and

     o    no Servicer  Termination  Event or  Receivables  Purchase  Termination
          Event,  or any  occurrence or event which,  with the giving of notice,
          the  passage  of  time  or  both,  will  be  a  Receivables   Purchase
          Termination  Event,  has  occurred and is  continuing  or would result
          after giving effect to the transfer.

     Receivables Purchase Termination Events. If a Receivables Purchase
Termination Event occurs, Vehicle Management Services will stop selling or
contributing fleet management receivables to Raven Funding under the Receivables
Purchase Agreement. The occurrence of certain bankruptcy or insolvency events
with respect to Vehicle Management Services, the origination trust, Raven
Funding or Avis Group Holdings will automatically be a Receivables Purchase
Termination Event.

     The events listed below will be Receivables Purchase Termination Events
only if after any applicable grace period the indenture trustee or we declare
that a Receivables Purchase Termination


                                     -107-


<PAGE>


Event has occurred. The indenture trustee may or we may, with the consent of the
indenture trustee and the holders of a Majority in Interest of each outstanding
series of notes, declare that a Receivables Purchase Termination Event has
occurred.

     The nonautomatic Receivables Purchase Termination Events are:

     o    Vehicle Management Services' failure to observe or perform in any
          material respect any of its covenants or agreements in the Receivables
          Purchase Agreement and that failure continues unremedied for a period
          of 30 days,

     o    Vehicle Management Services make a representation or warranty in the
          Receivables Purchase Agreement that was incorrect in any material
          respect when made and continues to be incorrect in any material
          respect for 30 days,

     o    Raven Funding ceases having a valid and perfected first priority
          ownership interest in the fleet management receivables and the related
          property or any of Raven Funding or any affiliate of Raven Funding
          makes that assertion,

     o    there is filed against Avis Group Holdings, Vehicle Management
          Services, the origination trust or Raven Funding

          o    a notice of federal tax lien from the IRS,

          o    a notice of lien from the Pension Benefit Guaranty Corporation
               under Section 412(n) of the tax code or Section 302(f) of ERISA
               for a failure to make a required installment or other payment to
               a pension plan to which either of those sections applies or

          o    a notice of any other lien that could reasonably be expected to
               have a material adverse effect on the business, operations or
               financial condition of Avis Group Holdings, Vehicle Management
               Services, the origination trust or Raven Funding

          and after 40 days that notice has not been withdrawn or that lien has
          not been released or discharged,

     o    the Receivables Purchase Agreement or any other Transaction Document
          ceases for any reason to be in full force and effect or

     o    an amortization event occurs and continues with respect to each series
          of notes.

     Covenants. Vehicle Management Services agreed to certain covenants under
the Receivables Purchase Agreement, including, among others, that Vehicle
Management Services will:

     o    originate the fleet management receivables in accordance with its
          policies and procedures and comply in all material respects with the
          policies and procedures applicable to the fleet management receivables
          and the related fleet service contracts,

     o    permit Raven Funding to assign all of its right, title and interest in
          the fleet management receivables and the related property and the
          Receivables Purchase Agreement to the origination trust under the
          Contribution Agreement,

     o    permit the origination trust to create and issue to Raven Funding a
          special unit of beneficial interest in the fleet management
          receivables, the related property and the Receivables Purchase
          Agreement,

     o    make a cash payment to Raven Funding on or prior to each payment date
          in an amount equal to the aggregate amount of reductions made by the
          servicer to the billed amounts of the fleet management receivables
          during the preceding Monthly Period,

     o    not sell, transfer, convey, assign or otherwise dispose of, or assign
          any fleet management receivable, the related property or the related
          fleet service contracts except as permitted by the Transaction
          Documents,

     o    not create, incur, assume or permit to exist any adverse claim on or
          with respect to the fleet management receivables or the related
          property except for permitted liens,


                                     -108-


<PAGE>


     o    not extend, amend, forgive, discharge, compromise, cancel or otherwise
          modify the terms of any fleet management receivable or amend, modify
          or waive any payment term or condition of any related fleet service
          contract applicable to any outstanding fleet management receivable
          except in accordance with its policies and procedures and

     o    not make any change to its policies and procedures without the prior
          written consent of Raven Funding, us and, while any series of notes
          are outstanding, the indenture trustee, that in any respect materially
          adversely affects the collectibility of the fleet management
          receivables or otherwise has a material adverse effect.

     Repurchase Obligation. If Vehicle Management Services breaches any of its
representations, warranties or covenants in the Receivables Purchase Agreement
and that breach is reasonably likely to have a material adverse effect on the
value of a fleet management receivable or the interests of Raven Funding or us
in that fleet management receivable, on or prior to the payment date following
the discovery of that breach, Vehicle Management Services is obligated to

     o    repurchase that fleet management receivable from the origination
          trust,

     o    transfer ownership of a new fleet management receivable that is an
          Eligible Receivable to the origination trust in exchange for that
          fleet management receivable or

     o    make a capital contribution in cash to Raven Funding by remitting the
          amount of that contribution to the collection account

in each case, for or in an amount equal to the billed amount of that fleet
management receivable less any collections received by Raven Funding or its
assignees on that fleet management receivable. Vehicle Management Services will
repurchase a fleet management receivable from the origination trust by remitting
the purchase price to the collection account.


Asset Purchase Agreement

     Sale of Existing Vehicles and Leases. On June 30, 1999, Vehicle Management
Services and PersonaLease sold to Raven Funding under the Asset Purchase
Agreement for a purchase price of $1,922,476,093 all of their respective rights
and interests to the following:

     o    all vehicles then owned by Vehicle Management Services or PersonaLease
          or in which Vehicle Management Services or PersonaLease had an
          interest, together with all proceeds of those vehicles and all
          warranties of any kind relating to those vehicles,

     o    all leases then owned by Vehicle Management Services or PersonaLease
          or in which Vehicle Management Services or PersonaLease had an
          interest,

     o    all certificates of title or other evidence of ownership relating to
          those vehicles,

     o    all insurance policies relating to those vehicles and

     o    all proceeds of the foregoing assets.

     Vehicle Management Services also sold and transferred to Raven Funding on
June 30, 1999 all of its rights to all then-existing beneficial interests in the
origination trust for a purchase price of $167,561,262.

     Representations and Warranties. On June 30, 1999, Vehicle Management
Services and PersonaLease made the following representations and warranties,
among others, to Raven Funding:

     o    all of its right, title and interest to and in each lease and vehicle
          was validly transferred to Raven Funding and Raven Funding had good
          and marketable title to that vehicle and lease free and clear of any
          adverse claim,

     o    all of its right, title and interest to and in the existing beneficial
          interests in the origination trust were validly transferred to Raven
          Funding and Raven Funding had good and marketable title to those
          interests free and clear of any adverse claim,


                                     -109-


<PAGE>


     o    those existing beneficial interests represented 100% of the beneficial
          interest in the assets of the origination trust,

     o    the origination trust had good and marketable title to all leases and
          vehicles a beneficial interest in which was represented by those
          existing beneficial interests, free of any adverse claim,

     o    each lease then owned by the origination trust was an Eligible Lease
          and

     o    each master lease agreement then owned by the origination trust was an
          Eligible Master Lease and no adverse selection procedures were
          employed in selecting each of those master lease agreements when
          transferred to the origination trust.

     Covenants. Vehicle Management Services and PersonaLease agreed to certain
covenants under the Asset Purchase Agreement, including, among others, to

     o    take whatever actions are required by law to preserve and protect the
          interest of Raven Funding in the vehicles, leases and related property
          transferred to Raven Funding on June 30, 1999,

     o    not sell, transfer, convey, assign or otherwise dispose of, or assign
          any assets transferred to Raven Funding on June 30, 1999 to anyone
          else,

     o    not incur or suffer to exist any lien on any of those assets and

     o    pay all reasonable costs and disbursements in connection with the
          perfection of Raven Funding's interest in the vehicles, leases and
          related property transferred to Raven Funding on June 30, 1999.

Contribution Agreement

     Contribution of Assets. On June 30, 1999, Raven Funding contributed to the
origination trust under the Contribution Agreement all of its right, title and
interest in and to

     o    all fleet management receivables and related property acquired by it
          under the Receivables Purchase Agreement on June 30, 1999 and to be
          acquired by it after June 30, 1999,

     o    all vehicles, leases and the related property transferred to Raven
          Funding on June 30, 1999,

     o    the existing beneficial interests in the origination trust acquired
          from Vehicle Management Services on June 30, 1999,

     o    the Receivables Purchase Agreement and the Asset Purchase Agreement
          and

     o    all proceeds of the foregoing assets.

In connection with the contribution of the leases to the origination trust, the
origination trust agreed to assume the obligations of Raven Funding under the
assigned leases.

     Representations  by  Raven  Funding.   On  June  30,  1999,  Raven  Funding
represented and warranted to the origination trust that

     o    none of the assets transferred by Raven Funding to the origination
          trust on that date had been contributed, sold, transferred, assigned
          or pledged by Raven Funding to any other person,

     o    immediately prior to that transfer, Raven Funding had good title to
          those assets free and clear of all liens and, immediately upon their
          transfer to the origination trust, the origination trust had good
          title to those assets, free and clear of all liens and

     o    the transfer of those assets by Raven Funding to the origination trust
          had been perfected under the applicable provisions of the Uniform
          Commercial Code.


                                     -110-


<PAGE>


                 Material Legal Aspects of the Origination Trust

Origination Trust

     General. The origination trust is a statutory business trust under Delaware
law. In a business trust, the trust property is managed for the profit of the
beneficiaries, as opposed to a common law "asset preservation" trust, where the
trustee is charged with the mere maintenance of the trust property. The
principal requirement for the formation of a business trust in Delaware is the
execution of a trust agreement and the filing of a certificate of trust with the
Secretary of State of the State of Delaware. The origination trust has been
formed by satisfying those requirements. The origination trust has also made
trust filings or obtained certificates of authority to transact business in the
states where that action is required.

     Potential Applicability of Bankruptcy Code. Because the origination trust
has been registered as a business trust for Delaware and other state law
purposes, it, like a corporation, may be eligible to be a debtor in its own
right under the United States Bankruptcy Code. To the extent that the
origination trust may be eligible for relief under the Bankruptcy Code or
similar applicable state laws, the UTI trustee is not authorized to commence a
case or proceeding under those laws and each of the other origination trust
trustees, Raven Funding and the holders of the beneficial interests in the
origination trust have agreed not to institute a case or proceeding against the
origination trust under any of those laws for a period of one year and one day
after payment in full of all distributions to the holders of those beneficial
interests.

     Allocation of Origination Trust Liabilities. The origination trust holds
all of its assets, including the assets allocated to the Lease SUBI and the
Fleet Receivable SUBI, on behalf of the beneficiaries of the origination trust.
Those assets will be allocated among the beneficial interests in the origination
trust as described in this prospectus under the caption "Origination Trust and
the Servicing Agreement--Origination Trust--Special Units of Beneficial
Interest". The Lease SUBI and the Fleet Receivable SUBI each evidence a
beneficial interest in the assets allocated to that special unit of beneficial
interest, not a direct legal interest in those assets nor an interest in any
other assets of the origination trust.

     The liabilities of the origination trust generally will be allocated to the
portfolio of origination trust assets with respect to which they were incurred
as described in this prospectus under the caption "Origination Trust and the
Servicing Agreement--Origination Trust--Allocation of Origination Trust
Liabilities". Any liability to third parties arising from or in respect of a
lease or a vehicle allocated to the Lease SUBI will be borne by us and any
liability to third parties arising from or in respect of a fleet management
receivable or the related property will be borne by Raven Funding and us. For a
discussion of one of the potential liabilities arising from the ownership of a
vehicle allocated to the Lease SUBI that may be imposed on the origination
trust, see "--Liabilities Associated with Vehicle Ownership".

     The trustees and the beneficiaries of the origination trust and the
assignees and pledgees of those beneficiaries will be bound by the allocation of
liabilities contained in the origination trust's trust agreement and third
parties will be bound by that allocation to the extent the allocation provision
of the Delaware business trust statute is enforced. This provision of the
Delaware business trust statute, however, has never been litigated in an actual
case, and it is possible that a court would not shield the assets of the
origination trust allocated to the Lease SUBI or the Fleet Receivable SUBI from
liabilities relating to assets of the origination trust allocated to other
special units of beneficial interest if to do otherwise would leave an injured
plaintiff without an adequate remedy.

     Indirect Ownership Interest in Origination Trust Assets. We are the owner
of the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate and,
through that ownership, we have an indirect beneficial ownership interest in the
leases and vehicles allocated to the Lease SUBI and the fleet management
receivables allocated to the Fleet Receivable SUBI. We do not have a direct
ownership interest or security interest in those assets. Perfected liens of
third-party creditors of the origination trust in those assets will take
priority over our interest in those assets. A general creditor of the
origination trust may obtain a lien on those assets regardless of whether its
claim would be allocated to the assets allocated to the Lease SUBI or the Fleet
Receivable SUBI under the terms of the origination trust's trust agreement.
Potential liens include tax liens arising against Raven Funding or the
origination trust, liens arising under various federal and state criminal
statutes, certain liens in favor of the Pension Benefit Guaranty Corporation and
judgment liens resulting from successful claims against the origination trust
arising from the operation of the vehicles. For a discussion of some of these
risks, see "Risk


                                     -111-

<PAGE>


Factors--Our  Indirect Ownership of the Leases, the Vehicles and the Receivables
Could Result in Reduced Payments to You".


Insolvency-Related Matters

     Risk of Raven Funding or Origination Trust Bankruptcy. Steps have been
taken to minimize the risk of Raven Funding's bankruptcy or insolvency. These
steps include the creation of Raven Funding as a wholly-owned, special purpose
subsidiary of Vehicle Management Services under organizational documents that
contain the following limitations:

     o    the  requirement  that  Raven  Funding  have at all times at least two
          "independent managers",

     o    restrictions on the nature of Raven Funding's business and

     o    restrictions on Raven  Funding's  ability to commence a voluntary case
          or proceeding  under any  bankruptcy  or  insolvency  laws without the
          affirmative  vote of all of its managers,  including its  "independent
          managers".

     Each holder or pledgee of a beneficial interest in the origination trust
will be required to expressly disclaim any interest in the assets of the
origination trust allocated to the Lease SUBI and the Fleet Receivable SUBI and
to fully subordinate any claims to those assets if that disclaimer is not given
effect. Although we cannot assure you that, in the unlikely event of the
bankruptcy of Raven Funding, that the assets of the origination trust would not
be treated as part of Raven Funding's bankruptcy estate, we expect that they
would not be included in Raven Funding's bankruptcy estate and that, even if
they were included, the subordination by the holders and pledgees of the
beneficial interests in the origination tru-st would be enforceable.

     Steps have also been taken to minimize the risk of the origination trust's
bankruptcy. These steps include the creation of the origination trust as a
Delaware statutory business trust under organizational documents that contain
the following limitations:

     o    restrictions on the nature of the origination trust's business and

     o    restrictions on the origination trust's ability to commence a
          voluntary case or proceeding under any bankruptcy or insolvency laws
          without the affirmative unanimous vote of all of its trustees and all
          of the holders of beneficial interests in the origination trust.

     In addition, each of Vehicle Management Services, the origination trust and
Raven Funding has taken steps in the structuring of the transactions described
in this prospectus and has undertaken to act throughout the life of those
transactions in a manner intended to ensure that if Vehicle Management Services
commences a voluntary case under the Bankruptcy Code or an involuntary case
under the Bankruptcy Code is commenced against Vehicle Management Services, the
separate legal existence of Vehicle Management Services, on the one hand, and
the origination trust and Raven Funding, on the other hand, would be maintained
and that none of the respective assets and liabilities of the origination trust
or Raven Funding would be consolidated with those of Vehicle Management
Services.

     If

     o    a case or proceeding under any bankruptcy or insolvency laws were to
          be commenced by or against either the origination trust or Raven
          Funding or

     o    a court were to order the substantive consolidation of the assets and
          liabilities of either the origination trust or Raven Funding with
          those of Vehicle Management Services or

     o    any attempt were made to litigate either of those issues,

delays in distributions on the Lease SUBI Certificate and the Fleet Receivable
SUBI Certificate and possibly reductions in the amount of those distributions to
us may result. Any delays or reductions in distributions to us may result in
delays and reductions in payments to the holders of the series 2002-1 notes.


                                      -112-
<PAGE>


     Risk of  Recharacterization  of  Transfers.  The following  transfers  were
intended by the parties involved to be "true sales":

     o    the transfer by Vehicle Management Services and PersonaLease to Raven
          Funding of the leases, the related vehicles and the existing
          beneficial interests in the origination trust transferred on June 30,
          1999 under the Asset Purchase Agreement,

     o    each sale of fleet management receivables by Vehicle Management
          Services to Raven Funding under the Receivable Purchase Agreement and

     o    the transfer by Vehicle Management Services to Raven Funding of the
          master lease agreements originated by PHH Financial Services and the
          related equipment on October 28, 1999.

     Raven Funding took the following  steps in structuring  these  transfers to
increase the likelihood that they would be characterized as "true sales":

     o    each purchase was or will be made without recourse to Vehicle
          Management Services or PersonaLease for credit losses and

     o    each purchase was or will be made at purchase prices believed by the
          parties to represent the fair market value of the assets being sold.

     If each transfer does in fact constitute a "true sale," the assets
transferred and the proceeds thereof would not be part of Vehicle Management
Services' or PersonaLease's, as the case may be, bankruptcy estate under Section
541 of the Bankruptcy Code should Vehicle Management Services or PersonaLease
become the subject of a bankruptcy case subsequent to the transfer of those
assets to Raven Funding. Although unlikely, we cannot assure you that a court
would not recharacterize any of these transfers to Raven Funding as a financing
by Vehicle Management Services or PersonaLease, as the case may be, secured by a
pledge of those assets to Raven Funding. If this were to happen, delays and/or
reductions in payments on the series 2002-1 notes could occur.


              Material Legal Aspects of the Leases and the Vehicles

Repossession of Vehicles; Deficiency Judgments

     In the event that a default by a lessee under a lease has not been cured
within a certain period of time after notice, Vehicle Management Services will
ordinarily declare a default under the lease and retake possession of the
related vehicles if such vehicles are not surrendered as required by the terms
of the lease, as described under "Vehicle Management Services--Billing,
Collection and Repossession". The lease provides that the lessee be notified of
the default and be given a time period within which to cure the default prior to
repossession. Once a vehicle is repossessed, Vehicle Management Services will
arrange for the sale of the vehicle and apply the proceeds of such sale to the
satisfaction of all amounts due from the related lessee. If the net sale
proceeds are insufficient to cover the full amount due from the related lessee
and the lessee fails or is unable to make payment of the remaining balance due,
Vehicle Management Services generally will institute a lawsuit against the
lessee for any remaining balance due. In the case of the small portion of
Vehicle Management Services' lease portfolio that consists of consumer leases,
certain legal restrictions may apply to the repossession and sale process
described above. In certain jurisdictions, if the lessee under a consumer lease
objects or raises a defense to repossession, an order must be obtained from the
appropriate state court, and the vehicle must then be repossessed in accordance
with that order. Other jurisdictions permit repossession without notice, but
only if the repossession can be accomplished peacefully. If a breach of the
peace cannot be avoided, judicial action is required. Some states impose
prohibitions or limitations on deficiency judgments if the net proceeds from
resale of a vehicle do not cover the full amounts due under the related consumer
lease; a deficiency judgment can be sought in those states that do not prohibit
such judgments. Furthermore, in many states a deficiency judgment under a
consumer lease may not be obtained unless the repossession and sale of the
vehicle has been commercially reasonable.

Liabilities Associated With Vehicle Ownership

     Although the origination trust will hold legal title to the vehicles and we
will own a beneficial  interest in the vehicles allocated to the Lease SUBI, the
vehicles will be operated by the related lessees and their respective


                                     -113-
<PAGE>


employees and invitees. State laws differ as to whether anyone suffering injury
to person or property involving a motor vehicle may bring an action against the
owner of the motor vehicle merely by virtue of that ownership. Moreover, actions
by third parties might arise against the owner of a vehicle based on legal
theories other than negligence, such as product defect or improper vehicle
preparation. The origination trust and the assets of the origination trust are
and will continue to be involved in litigation incidental to the origination
trust's ownership of vehicles and may be subject to liability as a result of
that ownership. However, the laws of many states either do not permit those
suits or limit the lessor's liability to the amount of any liability insurance
that the lessee was required but failed to maintain.

     Each of the leases contains or will contain provisions requiring the
lessees to

     o  maintain levels of insurance satisfying applicable state law and

     o  indemnify the origination trust as lessor for any liability resulting
        from any personal injury relating to the operation of the related leased
        vehicle.

In addition, the Servicing Agreement requires the servicer to maintain minimum
amounts of contingent excess liability insurance coverage for the origination
trust. For additional information about this insurance coverage, see "The
Origination Trust and the Servicing Agreement--The Servicing
Agreement--Insurance".

     If

     o  liability for a material claim arising from a vehicle allocated to the
        Lease SUBI is imposed upon the origination trust,

     o  the insurance coverage protecting the origination trust is insufficient
        to cover that claim and

     o  the related lessee fails to fully indemnify the origination trust for
        that claim,

the claim will be satisfied out of the proceeds of the vehicles and the leases
allocated to the Lease SUBI. Satisfaction of this claim out of the assets
allocated to the Lease SUBI could reduce amounts available to make distributions
on the series 2002-1 notes.

                  Certain Employee Benefit Plan Considerations

Restrictions

     ERISA and the tax code impose restrictions on ERISA Plans and on persons
who have specified relationships to the ERISA Plan, who are referred to as
parties in interest under ERISA or disqualified persons under the tax code.
Moreover, based on the reasoning of the United States Supreme Court in John
Hancock Mutual Life Ins. Co. v. Harris Trust and Savings Bank, 114 S. Ct. 517
(1993), the general account of an insurance company may be deemed to include
assets of an ERISA Plan investing in that general account and the insurance
company might be treated as a party in interest with respect to that ERISA Plan
by virtue of that investment.

     Certain Plans, such as Plans maintained by a foreign corporation, a
governmental employer or a church, if no election has been made under tax code
Section 410(b) by the church plan, while not necessarily subject to the
fiduciary responsibility provisions or the prohibited transaction provisions of
ERISA or Section 4975 of the tax code, may nevertheless be subject to Similar
Laws. Fiduciaries of any such Plans should consult with their counsel before
purchasing the series 2002-1 notes. Any governmental plan or a church plan that
is qualified under tax code Section 401(a) and exempt from taxation under tax
code Section 501(a) is subject to certain prohibited transaction rules in tax
code Section 503. Those Plans may also be subject to investment restrictions
under other applicable Federal or state law.

     ERISA and Section 4975 of the tax code prohibit some transactions between
an ERISA Plan and persons who are either parties in interest or disqualified
persons with respect to an ERISA Plan, unless an exemption is available.  A
violation of these "prohibited transaction" rules may result in an excise tax or
other penalties and liabilities under ERISA and the tax code for those parties
in interest or disqualified persons or the fiduciaries of the ERISA Plan. ERISA
also imposes duties on persons who are fiduciaries of ERISA Plans.


                                     -114-


<PAGE>


Investment in Series 2002-1 Notes

     Plan Asset Regulations. Under a United States Department of Labor
regulation, referred to as the plan asset regulations, if an ERISA Plan invests
in an "equity interest" of an entity that is neither a "publicly-offered
security" nor a security issued by an investment company registered under the
Investment Company Act of 1940, the ERISA Plan's assets are deemed to include
both the equity interest and an undivided interest in each of the entity's
underlying assets unless it is established either that equity participation in
the entity by Plans is not "significant" or that the entity is an "operating
company," in each case as defined in the plan asset regulations.

     It is not anticipated that we will (i) be an investment company registered
under the Investment Company Act of 1940 or (ii) qualify as an operating company
within the meaning of the plan asset regulations. In addition, we would not be
in a position to monitor whether investment in the series 2002-1 notes by Plans
will be "significant" for purposes of the plan asset regulations.

     For purposes of the plan asset regulations, a "publicly-offered security"
is a security that is (a) "freely transferable", (b) part of a class of
securities that is "widely held," and (c) (i) sold to the ERISA Plan as part of
an offering of securities to the public pursuant to an effective registration
statement under the Securities Act and the class of securities to which such
security is a part is registered under the Securities Exchange Act within 120
days after the end of the fiscal year of the issuer during which the offering of
such securities to the public has occurred, or (ii) is a part of a class of
securities that is registered under Section 12 of the Securities Exchange Act.
The plan asset regulations provide that a security is "widely held" only if it
is part of a class of securities that is owned by 100 or more investors
independent of the issuer and one another. It is not anticipated that the series
2002-1 notes will be "widely held" within the meaning of the plan asset
regulations and there can be no assurance that the series 2002-1 notes will be
"publicly-offered securities" for these purposes.

     If the series 2002-1 notes were deemed to be equity interests in us and no
exception under the plan asset regulations applied, we could be deemed to hold
the assets of an ERISA Plan that invests in the series 2002-1 notes. In that
case,

      o  certain transactions involving us might be deemed to constitute direct
         or indirect prohibited transactions under ERISA and Section 4975 of the
         tax code with respect to the ERISA Plan,

      o  the administrator and other persons, in providing services relating to
         our assets, may be subject to the application of the prudence and other
         fiduciary responsiblity standards of ERISA with respect to the ERISA
         Plan, and

      o  the fiduciary making the investment in the series 2002-1 notes on the
         ERISA Plan's behalf may be deemed to have delegated its asset
         management responsibility to the persons having authority and control
         over our assets.

     The plan asset regulations define an equity interest as any interest in an
entity other than an instrument that is treated as indebtedness under applicable
local law and which has no substantial equity features. Although the plan asset
regulations are silent with respect to the question of which law constitutes
applicable local law for this purpose, the Department of Labor has stated that
these determinations should be made under the state law governing interpretation
of the instrument in question. In the preamble to the plan asset regulations,
the Department of Labor declined to provide a precise definition of what
features are equity features or the circumstances under which those features
would be considered "substantial," noting that the question of whether a Plan's
interest has substantial equity features is an inherently factual one, but that
in making a determination it would be appropriate to take into account whether
the equity features are such that a Plan's investment would be a practical
vehicle for the indirect provision of investment management services.

     We believe that, at the time of their issuance, the series 2002-1 notes
should be treated as indebtedness without substantial equity features for
purposes of the plan asset regulations. However, there can be no assurance that
the series 2002-1 notes would be characterized by the Department of Labor or
others as indebtedness on the date of issuance or at any given time thereafter.
In addition, the debt status of the series 2002-1 notes could be affected,
subsequent to their issuance, by certain changes in our structure or financial
condition.


                                      -115-


<PAGE>


     Prohibited Transaction Rules. Without regard to whether the series 2002-1
notes are treated as equity interests in us, the acquisition or holding of the
series 2002-1 notes by or on behalf of an ERISA Plan could be considered to give
rise to a prohibited transaction if we, Vehicle Management Services, one of the
underwriters, the indenture trustee or any of their respective affiliates is or
becomes a party in interest or disqualified person with respect to that ERISA
Plan.

     In that regard, one of the following exemptions from the prohibited
transaction rules could be applicable to the purchase and holding of the series
2002-1 notes by an ERISA Plan depending on the type and circumstances of the
ERISA Plan fiduciary making the decision to acquire the series 2002-1 notes:

     o  Prohibited Transaction Class Exemption 90-1 regarding investments by
        insurance company pooled separate accounts,

     o  Prohibited Transaction Class Exemption 91-38 regarding investments by
        bank collective investment funds,

     o  Prohibited Transaction Class Exemption 84-14 regarding transactions
        effected by "qualified professional asset managers",

     o  Prohibited Transaction Class Exemption 95-60 regarding investments by
        insurance company general accounts, and

     o  Prohibited Transaction Class Exemption 96-23 regarding transactions
        effected by certain "in-house asset managers."

Each of these exemptions contains several conditions which must be satisfied
before the exemption applies. Even if the conditions specified in one or more of
these exemptions are met, the scope of relief provided by the exemptions may not
cover all acts relating to the acquisition and holding of the series 2002-1
notes by an ERISA Plan that might be construed as prohibited transactions under
ERISA or Section 4975 of the tax code.

     Because of the foregoing, the series 2002-1 notes, or any interest in the
series 2002-1 notes, may not be purchased or held by any Plan or any person
investing assets of any Plan unless that purchase and holding will not
constitute a non-exempt prohibited transaction or violation of any applicable
Similar Laws.

     Deemed Representation by Investors. By acquiring and holding a series
2002-1 note or an interest in a series 2002-1 note, each holder will be deemed
to have represented that either

     o  it is not a Plan and no part of the assets used by it to acquire
        and/or hold the series 2002-1 notes constitutes assets of any Plan or

     o  assuming that the series 2002-1 notes constitute indebtedness without
        substantial equity features for purposes of the plan assets regulation,
        its purchase and holding of series 2002-1 notes will not result in a
        non-exempt prohibited transaction under ERISA or Section 4975 of the tax
        code or a violation of any Similar Laws.

     Responsibilities of Plan Investors. If you are a Plan, prior to making an
investment in the series 2002-1 notes, you should

      o  consult with your legal advisors concerning the impact of ERISA, the
         tax code and any applicable Simlar Laws and the potential consequences
         of an investment in the series 2002-1 notes, taking into account the
         specific circumstances of your investment, including whether any
         prohibited transactions under ERISA or the tax code or a violation of
         any Similar Laws may result from that investment and whether any
         exemption would be applicable, and

     o  determine on your own whether all conditions of any exemption or
        exemptions have been satisfied and that your acquisition and holding of
        the series 2002-1 are entitled to full exemptive relief.

     If you are an insurance company, prior to your making an investment of
assets in your general account in the series 2002-1 notes, you should also
consult with your legal advisors concerning the impact of the United States
Supreme Court decision in John Hancock Mutual Life Insurance Co. v. Harris Trust
& Savings Bank and


                                      -116-


<PAGE>


Section 401(c) of ERISA, including the Department of Labor regulations under
that Section, and the extent to which exemptive relief under Prohibited
Transaction Class Exemption 95-60 will apply to your investment.

     If you are a Plan fiduciary, prior to your making an investment in the
series 2002-1 notes, you should take into account, among other considerations,

     o    whether you have the authority to make the investment,

     o    the composition of the Plan's portfolio with respect to
          diversification by type of asset,

     o    the Plan's funding objectives,

     o    the tax effects of the investment, and

     o    whether, under ERISA's general fiduciary standards of investment
          prudence and diversification or applicable standards under Similar
          Laws, an investment in the series 2002-1 notes is appropriate for the
          Plan, taking into account the overall investment policy of the Plan
          and the composition of the Plan's investment portfolio.

     The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons considering purchasing
the series 2002-1 notes on behalf of or with the assets of any Plan consult with
their counsel regarding the potential applicability of ERISA, Section 4975 of
the tax code and any Similar Laws to such investment.


           Material Federal and Certain State Income Tax Consequences

U.S. Federal Income Tax Consequences

     Except as provided below under the captions "--Non-U.S. Note Owners" and
"--Information Reporting and Backup Withholding", the following is a summary of
the material United States federal income tax consequences of the purchase,
ownership and disposition of the series 2002-1 notes by a U.S. Note Owner.
Except as otherwise provided, this summary deals only with U.S. Note Owners who
purchase their series 2002-1 notes upon original issuance and at their original
"issue price" and who hold their series 2002-1 notes as capital assets.

     This summary is based on the current provisions of the tax code, the
Treasury regulations promulgated under the tax code, and any relevant judicial
or administrative rulings. The tax code, the Treasury regulations, and judicial
and administrative rulings are subject to change, which change may be
retroactive, and differing interpretations.

     This discussion does not deal with special classes of beneficial owners of
the series 2002-1 notes, such as

     o  dealers in securities or currencies,

     o  insurance companies,

     o  persons holding series 2002-1 notes as part of a hedge or as a position
        in a "straddle,"

     o  real estate investment trusts,

     o  regulated investment companies,

     o  banks,

     o  tax-exempt entities, or

     o  persons whose functional currency is not the U.S. dollar.

In addition, this discussion does not address any U.S. alternative minimum tax
or any state, local or foreign tax consequences related to the purchase,
ownership or disposition of a series 2002-1 note.


                                      -117-


<PAGE>


We suggest that you consult your own tax advisors in determining the federal,
state, local, foreign and any other tax consequences of your purchase, ownership
and disposition of series 2002-1 notes.

     Classification of the Series 2002-1 Notes. White & Case LLP has provided us
with its opinion that the series 2002-1 notes will be characterized as debt for
U.S. federal income tax purposes. A copy of that opinion has been filed as an
exhibit to the registration statement of which this prospectus forms a part. By
your acceptance of a beneficial interest in a series 2002-1 note, you will agree
to treat the series 2002-1 notes as debt for U.S. federal income tax purposes.

     The following summary assumes that the series 2002-1 notes will be
characterized as debt for U.S. federal income tax purposes. If contrary to the
opinion of tax counsel, the IRS were to assert successfully that the series
2002-1 notes were not classified properly as debt for U.S. federal income tax
purposes, the series 2002-1 notes could be treated as our equity interests,
which could cause

     o  us to be classified as a publicly traded partnership taxable as a
        corporation and

     o  our net income, unreduced by any deduction in respect of the interest
        paid or accrued on any notes that were recharacterized as equity, to be
        subject to an entity-level corporate income tax.

The imposition on us of an entity-level income tax could reduce the amounts
available to us to make payments on the series 2002-1 notes, perhaps
significantly.

     Our Tax Status. White & Case LLP has provided us with its opinion that we
will not be classified as an association or a publicly traded partnership
taxable as a corporation, and therefore we will not be a separately taxable
entity for U.S. federal and New York State income tax purposes. A copy of that
opinion has been filed as an exhibit to the registration statement of which this
prospectus forms a part. That opinion will be subject to the assumption that no
election will be made to treat us as an association taxable as a corporation for
federal and New York State income or franchise tax purposes, which election is
prohibited by the LLC Agreement.

     Stated Interest on the Series 2002-1 Notes. It is expected that the stated
interest on the series 2002-1 notes will constitute "qualified stated interest"
under the applicable Treasury regulations and, consequently, U.S. Note Owners
will be required to include that stated interest in income as ordinary interest
income at the time that stated interest is considered to be received or accrued
in accordance with the U.S. Note Owner's regular method of tax accounting.

     Original Issue Discount. A series 2002-1 note will be treated as issued
with original issue discount only if its "issue price" is less than its stated
principal amount by an amount that is equal to or that exceeds a
statutorily-prescribed de minimis amount. Generally, the "issue price" of a
series 2002-1 note will be the first price at which a substantial amount of the
series 2002-1 notes is sold for money. For this purpose, sales to any bond
house, broker, or similar person or organization acting in the capacity of an
underwriter, placement agent, or wholesaler are ignored.

     We expect that the series 2002-1 notes will not be issued at a discount
equal to or in excess of the statutory de minimis amount, and as a result will
not be considered to be issued with original issue discount. If any series
2002-1 notes were treated as being issued with original issue discount, U.S.
Note Owners would be required to include that original issue discount in gross
income on an accrual basis using the constant-yield method of accrual regardless
of their regular method of tax accounting and in advance of the receipt of the
cash representing that income.

     Under applicable Treasury regulations, a U.S. Note Owner with de minimis
original issue discount must include the de minimis original issue discount in
income as stated principal payments on the series 2002-1 note are made. The
includible amount for each payment will equal the product of

     o  the total amount of the series 2002-1 note's de minimis original issue
        discount

     multiplied by

     o  a fraction, the numerator of which is the amount of the principal
        payment made on that payment date and the denominator of which is the
        stated principal amount of that series 2002-1 note.


                                      -118-


<PAGE>


Any amount of de minimis original issue discount that is includible in income is
treated as an amount received in retirement of the debt instrument for purposes
of tax code Section 1271.

     Sale, Exchange or Retirement of the Series 2002-1 Notes. A U.S. Note Owner
generally will recognize gain or loss on the sale, exchange, retirement or other
taxable disposition of a series 2002-1 note in an amount equal to the difference
between the amount realized by that U.S. Note Owner on that sale, exchange,
retirement or other disposition and that owner's adjusted tax basis in that
series 2002-1 note. Except to the extent attributable to accrued but unpaid
interest or original issue discount, the gain or loss recognized on the sale,
exchange, retirement or other taxable disposition of a series 2002-1 note
generally will be capital gain or loss and generally will be long-term capital
gain or loss if the series 2002-1 note was held for more than one year at the
time of the sale, exchange, retirement or other disposition.

     In general, a U.S. Note Owner's adjusted tax basis in a series 2002-1 note
will be its cost, increased by the amount of any original issue discount, market
discount, or gain, including de minimis original issue discount, included in
that owner's income with respect to the series 2002-1 note, and reduced by

     o  the amount of any payments made on the series 2002-1 note that are not
        payments of qualified stated interest and

     o  the amount of any amortizable bond premium on the series 2002-1 note.

     Optional Prepayment of the Series 2002-1 Notes. Under the applicable income
Treasury regulations, for purposes of determining the yield and maturity of the
series 2002-1 notes, an unconditional option held by us to redeem all or part of
the series 2002-1 notes is deemed exercised if our exercise of the option would
minimize the yield on the series 2002-1 notes. We will have the option to prepay
the series 2002-1 notes, in whole but not in part, on any payment date after the
[__________] payment date. The prepayment price for the series 2002-1 notes will
be equal to the aggregate principal amount of the series 2002-1 notes plus
accrued and unpaid interest. Because our option to prepay the series 2002-1
notes would not be expected to reduce the yield on the series 2002-1 notes if
exercised, this prepayment option should be disregarded in determining the yield
and maturity of a series 2002-1 note.

     Non-U.S. Note Owners. If the interest or original issue discount paid or
accrued on a series 2002-1 note owned by a Non-U.S. Note Owner is not
effectively connected with the conduct of a trade or business within the United
States by the Non-U.S. Note Owner, that interest or original issue discount
generally will be considered "portfolio interest," and will not be subject to
United States federal income tax or withholding tax provided that the Non-U.S.
Note Owner

     o  does not actually or constructively own 10% or more of our capital or
        interests in our profits,

     o  is not a "controlled foreign corporation" with respect to which either
        we or Cendant Corporation is a "related person" within the meaning of
        the tax code,

     o  is not a bank receiving interest described in Section 881(c)(3)(A) of
        the tax code and

     o  the Non-U.S. Note Owner satisfies the statement requirement set forth in
        Section 871(h) and Section 881(c) of the tax code and the Treasury
        regulations promulgated under the tax code.

     To satisfy the statement requirement referred to above, a Non-U.S. Note
Owner or a financial institution holding a series 2002-1 note on behalf of the
Non-U.S. Note Owner, must provide us or any withholding agent with a statement
to the effect that that Non-U.S. Note Owner is not a "U.S. person" as that term
is defined in the tax code. A "U.S. person" is essentially equivalent to the
definition of a U.S. Note Owner. Currently, a Non-U.S. Note Owner may satisfy
these requirements if

     o  the Non-U.S. Note Owner provides its name and address and certifies
        under penalties of perjury that it is not a U.S. person, which
        certification may be made on an IRS Form W-8BEN or a successor form or

     o  a financial institution, other than a qualified intermediary, holding
        the series 2002-1 note on behalf of the Non-U.S. Note Owner certifies,
        under penalties of perjury, that it has received that statement


                                      -119-


<PAGE>


        from the Non-U.S. Note Owner and it furnishes us or the withholding
        agent with a copy of that statement.

     If a Non-U.S. Note Owner cannot satisfy the requirements of the "portfolio
interest" exception described above, payments of interest or original issue
discount made to that Non-U.S. Note Owner with respect to its series 2002-1
notes will be subject to a 30% U.S. federal withholding tax unless that Non-U.S.
Note Owner provides us or the withholding agent or a financial institution that
is a qualified intermediary with a properly executed

     o  IRS Form W-8BEN or successor form claiming an exemption from or a
        reduction in the rate of this withholding tax under the benefit of an
        applicable U.S. income tax treaty which form includes a U.S. taxpayer
        identification number for such Non-U.S. Note Owner or

     o  IRS Form W-8ECI or successor form stating that the interest paid on the
        series 2002-1 note is not subject to such U.S. federal withholding tax
        because it is effectively connected with the Non-U.S. Note Owner's
        conduct of a trade or business in the United States which form includes
        a U.S. taxpayer identification number for such Non-U.S. Note Owner.

Generally, a financial institution will not be required to furnish the name of a
Non-U.S. Note Owner and a copy of the Non-U.S. Note Owner's certificate where
the financial institution is a qualified intermediary which has entered into a
withholding agreement with the IRS pursuant to Treasury regulations.

     In the case of payments by a payor to a foreign simple trust, a foreign
grantor trust or a foreign partnership, other than payments to a foreign simple
trust, a foreign grantor trust or a foreign partnership that qualifies as
a "withholding foreign trust" or a "withholding foreign partnership" within the
meaning of applicable Treasury regulations and payments to a foreign simple
trust, a foreign grantor trust or a foreign partnership that are effectively
connected with the conduct of a trade or business in the United States, the
beneficiaries of that foreign simple trust, the persons treated as the owners of
that foreign grantor trust or the partners of that foreign partnership will be
required to provide one of the certifications discussed above in order to
establish an exemption from withholding tax. Moreover, a payor may rely on a
certification provided by a Non-U.S. Note Owner only if that payor does not have
actual knowledge or a reason to know that any information or certification
stated in that certificate is incorrect.

     If the interest or original issue discount on a Non-U.S. Note Owner's
series 2002-1 note is effectively connected with the conduct of a U.S. trade or
business by the Non-U.S. Note Owner, that interest income or original issue
discount will be exempt from the 30% U.S. federal withholding tax discussed
above, but instead will be subject to U.S. federal income tax on a net income
basis in the same manner as if the Non-U.S. Note Owner were a U.S. Note Owner.
In addition, if the Non-U.S. Note Owner is a foreign corporation, it may be
subject to a U.S. branch profits tax equal to 30%, or lower applicable treaty
rate, of its effectively connected earnings and profits for the taxable year,
subject to adjustments. For this purpose, such interest income or original issue
discount will be included in that foreign corporation's effectively connected
earnings and profits.

     Any gain realized by a Non-U.S. Note Owner upon the sale, exchange,
retirement or other taxable disposition of a series 2002-1 note generally will
not be subject to U.S. federal income or withholding tax unless

     o  the gain is effectively connected with a U.S. trade or business of the
        Non-U.S. Note Owner,

     o  for a Non-U.S. Note Owner who is an individual, that individual is
        present in the United States for 183 days or more in the taxable year in
        which the sale, exchange, retirement or other disposition occurs and
        certain other conditions are met or

     o  to the extent that gain is considered accrued but unpaid interest or
        original issue discount, the requirements of the "portfolio interest"
        exception described above are not satisfied or a U.S. income tax treaty
        exemption from U.S. withholding tax is not available.

     If the series 2002-1 notes were recharacterized, as discussed above under
the caption "--Classification of the Series 2002-1 Notes", and treated as equity
interests in a partnership, other than a publicly traded partnership taxable as
a corporation, that recharacterization could cause a Non-U.S. Note Owner to be
treated as engaged in a trade or business in the United States. In that event,
the Non-U.S. Note Owner would be required to file U.S.


                                   -120-


<PAGE>


federal income tax returns and, generally, would be subject to U.S. federal
income tax, including, for a Non-U.S. Note Owner that is a corporation, the U.S.
branch profits tax, on its allocable share of the net income from that
partnership. Further, certain withholding obligations may apply with respect to
partnership income that is allocable to a Non-U.S. Note Owner that is considered
to be a partner in the partnership. That withholding tax would be imposed at a
rate equal to the highest marginal U.S. federal income tax rate applicable to
the relevant Non-U.S. Note Owner. Alternatively, if some or all of the series
2002-1 notes were recharacterized and treated as equity interests in a publicly
traded partnership taxable as a corporation, the gross amount of any related
dividend distributions to a Non-U.S. Note Owner generally would be subject to
U.S. withholding tax at the rate of 30% unless that rate were reduced under an
applicable U.S. income tax treaty subject to documentation requirements similar
to those described above.

     Special rules may apply to Non-U.S. Note Owners who

     o  have an office or other fixed place of business in the U.S.,

     o  are former U.S. citizens,

     o  are engaged in a banking, financing, insurance or similar business in
        the U.S. or

     o  are "controlled foreign corporations," "foreign personal holding
        companies," "passive foreign investment companies" or corporations that
        accumulate earnings in order to avoid U.S. federal income tax.

These persons should consult their own U.S. tax advisors before investing in the
series 2002-1 notes.

     Information Reporting and Backup Withholding. In general, information
reporting requirements will apply to

     o  payments of principal,

     o  any premium or interest paid on a series 2002-1 note,

     o  the accrual of original issue discount on a series 2002-1 note and

     o  the proceeds of the sale of a series 2002-1 note before maturity within
        the United States

and "backup withholding" will apply if a non-exempt beneficial owner of series
2002-1 notes fails to provide the certification described below.

     Each beneficial owner of series 2002-1 notes, other than an exempt
beneficial owner, will be required to provide, under penalties of perjury, a
certificate containing that beneficial owner's name, address, correct federal
taxpayer identification number and a statement that that beneficial owner is not
subject to backup withholding. Exempt beneficial owners include the following:

     o  corporations,

     o  tax-exempt organizations,

     o  Non-U.S. Note Owners,

     o  qualified pension and profit-sharing trusts and

     o  individual retirement accounts.

     If a non-exempt beneficial owner of series 2002-1 notes fails to provide
the required certification, the indenture trustee will be required to withhold
the backup withholding tax rate percentage of the amount otherwise payable to
that beneficial owner and remit the withheld amount to the IRS as a credit
against that beneficial owner's federal income tax liability. The backup
withholding tax rate percentage is 30% for years 2002 and 2003, 29% for years
2004 and 2005 and 28% for years 2006 through 2010.

     Backup withholding will not apply to payments made to a Non-U.S. Note Owner
if the statement requirement set forth in Section 871(h) and Section 881(c) of
the tax code described above is satisfied, provided


                                      -121-


<PAGE>


that the payor does not have actual knowledge or a reason to know that any
information or certification stated in such statement is incorrect.

     In addition, if the foreign office of a foreign broker pays the proceeds of
sale of a series 2002-1 note to the seller of that note, backup withholding and
information reporting will not apply, provided that the broker

     o  derives less than 50% of its gross income for certain periods from the
        conduct of a trade or business in the United States,

     o  is not a controlled foreign corporation and

     o  is not a foreign partnership

        o  one or more of the partners of which, at any time during its tax
           year, is a United States person who, in the aggregate, holds more
           than 50% of the income or capital interest in the partnership or

        o  which, at any time during its tax year, is engaged in the conduct of
           a trade or business in the United States.

Moreover, the payment by the foreign office of other brokers of the proceeds of
the sale of series 2002-1 notes (including any accrued but unpaid interest),
will not be subject to backup withholding, unless the payor has actual knowledge
or reason to know that the payee is a United States person.

     Principal and interest so paid by the United States office of a custodian,
nominee or agent, or the payment of the proceeds of the sale of a series 2002-1
note by the United States office of a broker, is subject to backup withholding
unless the beneficial owner certifies its non-United States status under
penalties of perjury or otherwise establishes an exemption.

The above description is not intended to constitute a complete analysis of all
of the tax consequences relating to your acquisition, ownership and disposition
of series 2002-1 notes. Accordingly, we suggest that you consult with your own
tax advisors to determine the U.S. federal, state and local and foreign tax
consequences relating to your acquisition, ownership and disposition of series
2002-1 notes in light of your particular situation.

State Income Tax Consequences

     If we were considered to be an association taxable as a corporation for
Delaware, Maryland or New York state tax law purposes, we would be subject to
entity level taxation by that state. If the origination trust were considered to
be an association taxable as a corporation for Delaware, Maryland or New York
state tax law purposes, the origination trust would be subject to entity level
taxation by that state.

     Richards, Layton & Finger, special Delaware counsel, has provided us with a
legal opinion that, assuming that neither we nor the origination trust will be
treated as an association or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes, neither we nor the origination
trust will be treated as an association taxable as a corporation for Delaware
state income tax purposes.

     In addition, Piper Marbury Rudnick & Wolfe LLP, special Maryland counsel,
has provided us with a legal opinion that, assuming that neither we nor the
origination trust will be treated as an association or a publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes, and
subject to certain other qualifications and assumptions, neither we nor the
origination trust will be treated as an association taxable as a corporation for
Maryland state income or franchise tax purposes.

     In addition, White & Case LLP, special New York counsel, has provided us
with a legal opinion that, assuming that neither we nor the origination trust
will be treated as an association or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes, and subject to the assumption
that no election will be made to treat us or the origination trust as an
association taxable as a corporation for New York state income or franchise tax
purposes, which election is prohibited by the LLC Agreement and the Origination
Trust Documents, neither we nor the origination trust will be treated as an
association taxable as a corporation for New York state income or franchise tax
purposes.


                                      -122-


<PAGE>


     Neither White & Case LLP nor any other counsel express any opinion with
respect to the entity classification of us or the origination trust in any state
other than Delaware, Maryland or New York.


                                     -123-


<PAGE>


                                  Underwriting

     We have agreed to sell to the underwriters listed below the amount of notes
of each class set forth next to each underwriter's name. Each underwriter has
agreed to purchase that amount of those notes.

<TABLE>
<CAPTION>
                                                                          Principal Amount of       Principal Amount of
Underwriters                                                                Class A-1 Notes           Class A-2 Notes
------------                                                              -------------------       -------------------
<S>                                                                       <C>                       <C>
J.P. Morgan Securities Inc........................................
First Union Securities, Inc. .....................................





                                                                          ------------------        ------------------
          Total...................................................
                                                                          ==================        ==================
</TABLE>

     The price to public, underwriters' discounts and commissions, the
concessions that the underwriters may allow to some dealers, and the discounts
that those dealers may reallow to certain other dealers, each expressed as a
percentage of each class of notes are as follows:

<TABLE>
<CAPTION>
                                               Underwriting           Selling
                                              discounts and      concessions, not     Reallowance, not
                         Price to Public       commissions           to exceed            to exceed
                         ---------------      -------------      ----------------     ----------------
<S>                      <C>                  <C>                <C>                  <C>
Class A-1 Notes               100%
Class A-2 Notes               100%
</TABLE>

         After the offering is completed, we will receive the proceeds, after
deduction of the underwriting and other expenses, listed below:

<TABLE>
<CAPTION>
                                                      Proceeds to Issuer          Underwriting
                                Proceeds to         (as % of the principal   discounts, concessions
                                   Issuer            amount of the notes)         and expenses
                                -----------         ----------------------   ----------------------
<S>                             <C>                 <C>                      <C>
Class A-1 Notes
Class A-2 Notes
</TABLE>

         After the public offering, the public offering price and other selling
terms may be changed by the underwriters.

     The underwriters' obligation to purchase any series 2002-1 notes will be
subject to certain conditions. The underwriters have agreed to purchase all of
the series 2002-1 notes or none of them.

     We, Vehicle Management Services and PHH Corporation have agreed to
indemnify the underwriters, their affiliates and their respective officers,
directors, employees, representatives, agents and controlling persons against
certain liabilities in connection with the offer and sale of the series 2002-1
notes, including liabilities under the Securities Act, and to contribute to
payments that the underwriters may be required to make in respect of those
liabilities. We, Vehicle Management Services and PHH Corporation have also
agreed to reimburse the underwriters for certain expenses incurred by them in
connection with this offering.

     We, together with our affiliates, have agreed for a period of 60 days from
the date of this prospectus not to offer for sale, sell, contract to sell or
otherwise dispose of, directly or indirectly, or file a registration statement


                                     -124-
<PAGE>


for, or announce any offer, sale, contract for sale of or other disposition of
any debt securities issued by us or any asset-backed securities backed by
vehicle leases originated by Vehicle Management Services or the origination
trust, other than the senior preferred membership interests relating to the
series 2002-1 notes to be issued by us on the closing date, without the prior
written consent of the underwriters.

     Each underwriter has represented and agreed that

          o  it has not offered or sold and, prior to the expiration of six
             months after the closing date, will not offer or sell any series
             2002-1 notes to persons in the United Kingdom except to persons
             whose ordinary activities involve them in acquiring, holding,
             managing or disposing of investments, as principal or agent, for
             the purposes of their businesses or otherwise in circumstances
             which have not resulted and will not result in an offer to the
             public in the United Kingdom within the meaning of the Public
             Offers of Securities Regulations 1995,

          o  it has only communicated or caused to be communicated and will only
             communicate or cause to be communicated any invitation or
             inducement to engage in investment activity (within the meaning of
             section 21 of the Financial Services and Markets Act 2000 (the
             FSMA)) received by it in connection with the issue or sale of any
             series 2002-1 notes in circumstances in which section 21(1) of the
             FSMA does not apply to us and

          o  it has complied and will comply with all applicable provisions of
             the FSMA with respect to anything done by it in relation to the
             series 2002-1 notes in, from or otherwise involving the United
             Kingdom.

     If you purchase your series 2002-1 notes outside the United States, you may
be required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the purchase price of your
series 2002-1 notes.

     The series 2002-1 notes are a new issue of securities for which there is no
existing market. The underwriters have advised Vehicle Management Services and
us that they presently intend to make a market in the series 2002-1 notes as
permitted by applicable law. The underwriters are not obligated to make a market
in the series 2002-1 notes and may discontinue any market making at any time at
their sole discretion. Accordingly, we cannot assure you as to the development
of liquidity or of any trading market for the series 2002-1 notes.

     In connection with the offering of the series 2002-1 notes, the
underwriters may make short sales of the series 2002-1 notes and may purchase
series 2002-1 notes in the open market to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater amount of
series 2002-1 notes than they are required to purchase in the offering. The
underwriters must close out any short position by purchasing series 2002-1 notes
in the open market after the distribution has been completed. Similar to other
purchase transactions, the underwriters' purchases to cover syndicate short
sales may have the effect of raising or maintaining the price of the series
2002-1 notes or preventing or retarding a decline in the price of the series
2002-1 notes. As a result, the price of the series 2002-1 notes may be higher
than the price that might otherwise exist in the open market. If the
underwriters make short sales or purchases to cover syndicate short sales, they
may discontinue them at any time.

     The underwriters and their respective affiliates have from time to time
provided investment banking, commercial banking or financial advisory services
and products to us and our affiliates, including Vehicle Management Services,
PHH Corporation, Avis Group Holdings and Cendant Corporation, for which they
have received customary fees and commissions, and expect in the future to
provide those services and products to us and our affiliates for which they
expect to receive customary fees and commissions. An affiliate of certain of the
underwriters may provide liquidity facilities to a multi-seller commercial paper
conduit in connection with that conduit's investments in the senior preferred
membership interests relating to the series 2002-1 notes. J.P. Morgan Securities
Inc. is an affiliate of JPMorgan Chase Bank, the indenture trustee. One or more
of the underwriters or their affiliates may provide us with interest rate caps.


                                     -125-


<PAGE>


     Wachovia Corporation conducts its investment banking, institutional and
capital markets businesses through its various bank, broker-dealer and non-bank
subsidiaries (including First Union Securities, Inc.) under the trade name of
Wachovia Securities. Any reference to Wachovia Securities in this prospectus,
however, does not include Wachovia Securities, Inc., member NASD/SIPC, a
separate broker-dealer subsidiary of Wachovia Corporation, and an affiliate of
First Union Securities, Inc.

     We expect that delivery of the series 2002-1 notes will be made against
payment on or about the date in the last paragraph on the cover page of this
prospectus. The series 2002-1 notes are subject to a settlement cycle that
exceeds three business days. You should note the initial trading of the series
2002-1 notes may be affected by this long settlement period.


                                  Legal Matters

     The validity of the series 2002-1 notes and certain other matters governed
by U.S. federal and New York state law will be passed upon for us by White &
Case LLP. Certain matters governed by Delaware state law will be passed upon for
us by Richards, Layton & Finger. Certain matters governed by Maryland state law
will be passed upon for us by Piper Marbury Rudnick & Wolfe LLP. Certain matters
governed by U.S. federal and New York state law will be passed upon for the
underwriters by Simpson Thacher & Bartlett.


                         Listing and General Information

     We intend to apply to the Luxembourg Stock Exchange to list the series
2002-1 notes. In connection with our listing application, copies of our LLC
Agreement and a legal notice relating to the issuance of the series 2002-1 notes
will be deposited with the Registrar of the District Court in Luxembourg
(Greffier en Chef du Tribunal d'Arrondissement a Luxembourg) where such
documents may be examined and copies obtained.

     The series 2002-1 notes have been accepted for clearance through the
facilities of DTC, Clearstream Banking and Euroclear. The securities
identification numbers for the series 2002-1 notes are listed below:

<TABLE>
<CAPTION>
                                                                                 International
                                                                                   Securities
                                                                             Identification Number
                                  Common Code             CUSIP Number               (ISIN)
                                  -----------             ------------       ---------------------
<S>                               <C>                     <C>                <C>
Class A-1 Notes
Class A-2 Notes
</TABLE>

     Our acquisition of the Lease SUBI Certificate and the Fleet Receivable SUBI
Certificate and our other assets, the execution and delivery by us of the
Transaction Documents, the issuance and sale of the series 2002-1 notes and all
actions necessary or appropriate in connection with these transactions have been
authorized under the authority of our managers by resolutions passed on June 30,
1999 and April 25, 2002. We will prepare or cause to be prepared quarterly and
annual financial statements, copies of which may be obtained at the office of
the co-paying agent in Luxembourg. Copies of the Transaction Documents,
including the forms of series 2002-1 notes, and the monthly settlement
statements will be available for inspection, at the office of the co-paying
agent in Luxembourg.

     We are not involved in any administrative, litigation or arbitration
proceedings relating to claims or amounts which are material in the context of
the issuance of the series 2002-1 notes, nor are we aware that any such
proceedings are currently pending or threatened.

     Regular meetings of the holders of the series 2002-1 notes will not be
held.

     Except as disclosed in this prospectus, there has been no material adverse
change, or any development reasonably likely to involve any material change, in
our condition, financial or otherwise, since our establishment.

     Although we intend to apply to list the series 2002-1 notes on the
Luxembourg Stock Exchange, we cannot guarantee that the application for listing
will be accepted. You should consult with the listing agent in Luxembourg to
determine whether the series 2002-1 notes are listed on the Luxembourg Stock
Exchange.


                                     -126-


<PAGE>


     A copy of our LLC Agreement will, for so long as the series 2002-1 notes
are listed on the Luxembourg Stock Exchange, be available for inspection during
usual business hours on any weekday, except public holidays, at the office of
the listing agent in Luxembourg.

     Accordingly to Chapter VI, Article 3, point A/II/2 of the Rules and
Regulations of the Luxembourg Stock Exchange, the series 2002-1 notes traded on
the Luxembourg Stock Exchange will be freely transferable and therefore no
transaction made on the Luxembourg Stock Exchange may be canceled.


                                     Experts

     The financial statements of Chesapeake Funding LLC (formerly known as
Greyhound Funding LLC) incorporated in this prospectus by reference from our
annual report on Form 10-K for the year ended December 31, 2001 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, which report expresses an
unqualified opinion (and includes explanatory paragraphs referring to the
records maintained by Chesapeake Funding LLC and the adoption of Statement of
Financial Accounting Standards No. 133), and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

     The financial statements of D.L. Peterson Trust as of December 31, 2001,
2000 and 1999 and for the years ended December 31, 2001 and 2000 and for the
period from June 30, 1999 (date of reconstitution) through December 31, 1999
included in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, which report
expresses an unqualified opinion (and includes an explanatory paragraph
referring to the records maintained by D.L. Peterson Trust), and have been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.


                                     -127-


<PAGE>


                                Glossary of Terms

     "Adjusted Aggregate Unit Balance" will equal on any date the sum of

     o  the Aggregate Lease Balance minus the Aggregate Lease Adjustment Amount

     plus

     o  90% of the result of the Aggregate Residual Value Amount minus the
        Excess Residual Value Amount

     plus

     o  90% of the result of the Aggregate Paid-In Advance Balance minus the
        Excess Paid-In Advance Amount.

     "Administration Agreement" means the agreement between Vehicle Management
Services, the issuer and Raven Funding pursuant to which Vehicle Management
Services has agreed to perform certain administrative duties of the issuer and
Raven Funding under the Transaction Documents.

     "Aggregate Lease Adjustment Amount" means on any date during the period
from and including a payment date to but excluding the next payment date an
amount equal to the sum of :

     o  the greatest of

        o  the amount by which

           o  the aggregate Lease Balances of the Eligible Leases of the lessees
              having the five largest aggregate Lease Balances of Eligible
              Leases allocated to the Lease SUBI as of the last day of the
              Monthly Period preceding the first day of that period

           exceed

           o  15% of the Aggregate Lease Balance as of that date,

        o  the amount by which

           o  the aggregate Lease Balances of the Eligible Leases of the lessees
              having the ten largest aggregate Lease Balances of Eligible Leases
              allocated to the Lease SUBI as of the last day of the Monthly
              Period preceding the first day of that period

           exceed

           o  25% of the Aggregate Lease Balance as of that date and

        o  the amount by which

           o  the aggregate Lease Balances of the Eligible Leases of the lessee
              having the largest aggregate Lease Balance of Eligible Leases
              allocated to the Lease SUBI as of the last day of the Monthly
              Period preceding the first day of that period

           exceed

           o  4% of the Aggregate Lease Balance as of that date, or 3% of the
              Aggregate Lease Balance if the long-term debt obligations of that
              lessee are not rated at least "Baa3" by Moody's as of that date,


                                      G-1


<PAGE>


     plus

     o    the greater of

          o    the amount by which

               o    the aggregate Lease Balances of all Eligible Leases having
                    remaining terms of longer than five years allocated to the
                    Lease SUBI as of the last day of the Monthly Period
                    preceding the first day of that period

               exceed

               o    15% of the Aggregate Lease Balance as of that date or, if
                    that date occurs after the Amendment Effective Date, 20% of
                    the Aggregate Lease Balance as of that date, and

          o    the amount by which

               o    the aggregate Lease Balances of all Eligible Leases having
                    remaining terms of longer than seven years allocated to the
                    Lease SUBI as of the last day of the Monthly Period
                    preceding the first day of that period

               exceed

               o    5% of the Aggregate Lease Balance as of that date or, if
                    that date occurs after the Amendment Effective Date, 7.5% of
                    the Aggregate Lease Balance as of that date,

     plus

     o    the amount by which

          o    the aggregate Lease Balances of all Eligible Leases the lessee of
               which is a state or local government or any subdivision thereof,
               or any agency, department or instrumentality of a state or local
               government allocated to the Lease SUBI as of the last day of the
               Monthly Period preceding the first day of that period

          exceed

          o    3.0% of the Aggregate Lease Balance as of that date,

     plus

     o    the amount by which

          o    the aggregate Lease Balances of all Eligible Leases that are
               consumer leases allocated to the Lease SUBI as of the last day of
               the Monthly Period preceding the first day of that period

          exceed

          o    1.0% of the Aggregate Lease Balance as of that date,

     plus

     o    the amount by which

          o    the aggregate Lease Balances of all Eligible Leases having a
               Lease Balance in excess of $1,000,000 allocated to the Lease SUBI
               as of the last day of the Monthly Period preceding the first day
               of that period

          exceed

          o    0.50% of the Aggregate Lease Balance as of that date.


                                      G-2


<PAGE>

     "Aggregate Lease Balance" means as of any date during the period from and
including a payment date to but excluding the next payment date an amount equal
to the sum of the Lease Balances of each Eligible Lease allocated to the Lease
SUBI as of the last day of the Monthly Period preceding the first day of that
period.

     "Aggregate Paid-In Advance Balance" means as of any date during the period
from and including a payment date to but excluding the next payment date an
amount equal to the aggregate price paid to the dealer, the manufacturer or a
vendor for each Eligible Paid-In Advance Vehicle allocated to the Lease SUBI as
of the last day of the Monthly Period preceding the first day of that period and
each additional Eligible Paid-In Advance Vehicle allocated to the Lease SUBI as
of that date, plus any related delivery charges and taxes and any registration
or titling fees.

     "Aggregate Residual Value Amount" means as of any date during the period
from and including a payment date to but excluding the next payment date an
amount equal to the aggregate for each vehicle subject to a closed-end lease
that is an Eligible Lease allocated to the Lease SUBI as of the last day of the
Monthly Period preceding the first day of that period of the lesser of:

     o  the Stated Residual Value of that vehicle and

     o  the Net Book Value of that vehicle.

     "Aggregate Unit Balance" means as of any date an amount equal to the sum
of:

     o  the Aggregate Lease Balance

     plus

     o  the Aggregate Paid-In Advance Balance

     plus

     o  the Aggregate Residual Value Amount.

     "Amendment Effective Date" means the effective date of an amendment to the
Base Indenture increasing or reducing, as the case may be, the percentages set
forth in the definitions of Aggregate Lease Adjustment Amount and Excess
Residual Value Amount as described in this Glossary. The issuer has reserved the
right to effect those amendments without the consent of the holders of the
series 1999-3 notes, the series 2001-1 notes, the series 2002-1 notes and any
other series of notes subsequently issued by the issuer.

     "Asset Purchase Agreement" means the agreement dated as of June 30, 1999
between Vehicle Management Services, PHH PersonaLease Corporation and Raven
Funding pursuant to which Raven Funding bought all the vehicles owned by Vehicle
Management Services and PHH PersonaLease Corporation on June 30, 1999 and all of
the related leases and other related property.

     "Base Indenture" means the base indenture dated as of June 30, 1999, as
amended as of October 28, 1999 and as further amended and supplemented from time
to time, between the issuer and the indenture trustee.

     "Capitalized Cost" of any vehicle is the amount identified by the servicer
as the "capitalized cost" of that vehicle, including, if so provided, delivery
charges, taxes and any registration or titling fees.

     "Charged-Off Lease" means a lease which has been or should have been
charged off by the servicer in accordance with its credit and collection
policies or as to which any scheduled lease rental payment is 270 or more days
past due.

     "Charge-Off Ratio" means for any payment date twelve times the quotient,
expressed as a percentage, of

     o  the amount by which

        o  the aggregate Lease Balances of all leases allocated to the Lease
           SUBI that became Charged-Off Leases during the preceding Monthly
           Period


                                      G-3


<PAGE>


          exceed

          o    the aggregate amount of recoveries on Charged-Off Leases from
               previous Monthly Periods received during that preceding Monthly
               Period

     divided by

     o    the Aggregate Lease Balance as of the last day of the second preceding
          Monthly Period.

     "Collections" means:

     o    all payments on the collateral securing the notes, including, without
          limitation,

          o    all monthly lease payments and other lease payments on the leases
               allocated to the Lease SUBI,

          o    all proceeds from the sale or other disposition of the vehicles
               allocated to the Lease SUBI, including all amounts received in
               respect of Charged-Off Leases, net of certain taxes and
               liquidation expenses,

          o    all insurance proceeds and warranty payments with respect to the
               vehicles allocated to the Lease SUBI,

          o    all termination payments and excess damage charges, excess
               mileage charges or any charges imposed upon the early termination
               of a lease received in respect of a lease allocated to the Lease
               SUBI,

          o    all other payments in respect of the leases allocated to the
               Lease SUBI,

          o    all payments in respect of the fleet management receivables and
               payments by Vehicles Management Services under the Receivable
               Purchase Agreement,

          o    all payments by Vehicle Management Services or PHH PersonaLease
               Corporation under the Asset Purchase Agreement,

          o    all payments by Raven Funding under the Transfer Agreement, and

          o    all payments in respect of the interest rate caps that we are
               obligated to obtain from time to time in respect of the fixed
               rate leases allocated to the Lease SUBI, the interest rate caps
               that we will be obligated to obtain under the indenture
               supplement relating to the series 2002-1 notes in respect of the
               floating rate leases allocated to the Lease SUBI or any hedging
               instruments in the collateral securing any other series of notes,

          whether payments are in the form of cash, checks, wire transfers or
          other forms of payment and

     o    all amounts earned on investments of our funds in accounts maintained
          under the Indenture.

     "Contribution Agreement" means the agreement dated as of June 30, 1999
between Raven Funding and the Origination Trust pursuant to which Raven Funding
contributed to the Origination Trust:

     o    all of the fleet management receivables and related property from time
          to time purchased by it pursuant to the Receivables Purchase Agreement
          and

     o    all of the vehicles and related leases and other property purchased by
          it pursuant to the Asset Purchase Agreement.

     "Custodian Agreement" means the agreement between the Origination Trust and
Allfirst Financial Center, National Association pursuant to which Allfirst
Financial Center, National Association has agreed to act as bailee and custodian
of the contracts and lease files relating to the leases owned by the Origination
Trust.

     "Delinquency Ratio" means for any payment date the quotient, expressed as a
percentage, of


                                      G-4

<PAGE>


     o    the aggregate billings with respect to all leases allocated to the
          Lease SUBI and all Fleet Receivables which were unpaid for 60 days or
          more from the original due date thereof as of the last day of the
          preceding Monthly Period

     divided by

     o    the sum of

          o    the aggregate billings with respect to all leases allocated to
               the Lease SUBI and all Fleet Receivables which were unpaid as of
               the last day of the second preceding Monthly Period

          plus

          o    the aggregate amount billed with respect to all leases allocated
               to the Lease SUBI and all Fleet Receivables during the preceding
               Monthly Period.

     "Eligible Consumer Lease" means a consumer lease that as of the date
allocated to the Lease SUBI satisfied, among other things, the following
eligibility criteria:

     o    it was not a Charged-Off Lease,

     o    it was not a consumer lease as to which any amounts remained unpaid
          for more than 60 days from the original due date or which had been
          declared in default under Vehicle Management Services' credit and
          collection policies,

     o    it was an obligation of an Eligible Obligor,

     o    it had an initial term of 60 months or less,

     o    it was denominated and payable only in U.S. dollars in the United
          States,

     o    it was originated and has been administered since origination in
          accordance with applicable law,

     o    it was originated in accordance with Vehicle Management Services'
          origination standards,

     o    it did not contravene in any material respect any applicable law and
          Vehicle Management Services or PHH PersonaLease Corporation is not in
          violation in any material respect of any applicable law in connection
          with it,

     o    it was not subject to any dispute in whole or in part or to any
          offset, counterclaim, defense, rescission, recoupment or
          subordination,

     o    it was the legal, valid and binding obligation of the lessee,

     o    the Origination Trust has only one "original" counterpart of that
          consumer lease and that original is held by the custodian,

     o    it is either an open-end lease or a closed-end lease,

     o    it is a "hell or high water" net lease under which the lessee's
          payment obligations are absolute, unconditional and noncancellable and
          not subject to abatement or adjustment,

     o    the lessee is required to maintain casualty insurance with respect to
          the vehicle subject to that lease in accordance with Vehicle
          Management Services' origination standards,

     o    any consents, approvals or authorizations necessary for the assignment
          and sale of that consumer lease by PHH PersonaLease Corporation to
          Raven Funding and by Raven Funding to the Origination Trust have been
          obtained,

     o    if not originated by the Origination Trust, all right, title and
          interest in it has been validly sold by PHH PersonaLease Corporation
          to Raven Funding pursuant to the Asset Purchase Agreement and validly
          assigned by Raven Funding to the Origination Trust pursuant to the
          Contribution Agreement,


                                      G-5

<PAGE>


     o    the lessee has accepted the vehicle subject to that lease,

     o    it provides for equal monthly depreciation payments and accrues a
          finance or other lease charge on the Net Book Value of the vehicle
          subject to that lease at a floating rate at least equal to a specified
          commercial paper rate from time to time or at a fixed rate,

     o    if a closed-end lease, the Stated Residual Value of the vehicle
          subject to that lease was no greater than its estimated value at lease
          termination published in the Automotive Lease Guide at origination,

     o    if that lease accrues finance charges at a fixed rate, on or before
          the date on which that consumer lease was allocated to the Lease SUBI,
          we held any lease rate cap with respect to that lease required by the
          terms of any indenture supplement,

     o    if that lease accrues finance charges at a floating rate, the lessee
          has no right to convert that floating rate to a fixed rate, and

     o    the vehicle subject to that consumer lease is free and clear of all
          liens, other than certain permitted liens, and the certificate of
          title for that vehicle (1) is registered in the name of the
          Origination Trust and (2) indicates only a lien in the name of (x) PHH
          PersonaLease Corporation, in the case of a consumer lease originated
          by PHH PersonaLease Corporation and assigned to the Origination Trust
          or a consumer lease originated by the Origination Trust prior to
          September 30, 1999 or (y) Raven Funding, in the case of all other
          consumer leases or, a certificate of title has been applied for.

     "Eligible Deposit Account" means a segregated identifiable trust account
established in the trust department of a Qualified Trust Institution or a
separately identifiable deposit account established in the deposit taking
department of a Qualified Institution.

     "Eligible Lease" is either a lease that as of the date allocated to the
Lease SUBI was an Eligible Consumer Lease or a lease that as of the date
allocated to the Lease SUBI was under an Eligible Master Lease and satisfied,
among other things, the following eligibility criteria:

     o    it had an initial term of 144 months or less and has a remaining term
          of 120 months or less,

     o    the lessee has accepted the vehicle subject to that lease,

     o    except for a limited number of equipment leases, if an open-end lease,
          it provides for equal monthly depreciation payments, or if a
          closed-end lease, it provides for monthly depreciation payments that
          over the term of the lease reduce the Capitalized Cost of the vehicle
          subject to that lease to its Stated Residual Value,

     o    if it is one of the limited number of equipment leases, it provides
          for at least quarterly depreciation payments, or, if it is also a
          closed-end lease, it provides for at least quarterly depreciation
          payments that over the term of the lease reduce the Capitalized Cost
          of the equipment subject to that lease to its Stated Residual Value,

     o    it accrues a finance or other lease charge on the Net Book Value of
          the vehicle subject to that lease at a floating rate at least equal to
          a specified commercial paper rate from time to time or at a fixed
          rate,

     o    if a closed-end lease, the Stated Residual Value of the vehicle
          subject to that lease was no greater than its estimated value at lease
          termination published in the Automotive Lease Guide at origination or,
          in the case of any vehicle the residual value of which is not
          contained in the Automotive Lease Guide, the estimated residual value
          of that vehicle contained in a comparable industry source of vehicle
          values or if such a source is not available, contained in a source
          Vehicle Management Services believes is reasonable,

     o    on or before the date on which that lease was allocated to the Lease
          SUBI, we held any lease rate cap relating to that lease that is
          required under the terms of the Base Indenture or any indenture
          supplement,


                                      G-6
<PAGE>


     o    if that lease accrues finance or other lease charges at a floating
          rate and the lessee has the right to convert the floating rate to a
          fixed rate, upon conversion, the fixed rate will be at least equal to
          the sum of the PHH Treasury Note Rate on the conversion date and
          0.50%,

     o    the vehicle subject to that lease is free and clear of all liens,
          other than certain permitted liens, and if it is subject to a
          certificate of title act or statute, the certificate of title for that
          vehicle is registered in the name of the Origination Trust, and

     o    if the vehicle subject to that lease is subject to a certificate of
          title act or statute, its certificate of title indicates only a lien
          in the name of (1) Vehicle Management Services, in the case of a lease
          originated by Vehicle Management Services and assigned to the
          Origination Trust or a lease originated by the Origination Trust prior
          to September 30, 1999 or (2) Raven Funding, in the case of all other
          leases or, a certificate of title has been applied for, or

     o    if the vehicle subject to that lease is not subject to a certificate
          of title act or statute, all filings necessary to evidence the
          security interest of (1) Vehicle Management Services, in the case of a
          lease originated by Vehicle Management Services and assigned to the
          Origination Trust, or (2) Raven Funding, in the case of all other
          leases, in that vehicle have been made in all appropriate
          jurisdictions.

     "Eligible Master Lease" means a master lease agreement that as of the date
a lease arising under that master lease agreement or a vehicle ordered under
that master lease agreement is allocated to the Lease SUBI satisfied, among
other things, the following eligibility criteria:

     o    it was not a Charged-Off Lease,

     o    it was not a master lease agreement as to which 50% or greater of the
          billings to the lessee remained unpaid for more than 60 days from the
          original due date or which had been declared in default under Vehicle
          Management Services' credit and collection policies,

     o    it was an obligation of an Eligible Obligor,

     o    it was denominated and payable only in U.S. dollars in the United
          States,

     o    it was originated and has been administered since origination in
          accordance with applicable law,

     o    it was originated in accordance with Vehicle Management Services'
          origination standards,

     o    it did not contravene in any material respect any applicable law and
          Vehicle Management Services is not in violation in any material
          respect of any applicable law in connection with it,

     o    it was not subject to any dispute in whole or in part or to any
          offset, counterclaim, defense, rescission, recoupment or
          subordination,

     o    it was the legal, valid and binding obligation of the lessee,
          enforceable against that lessee to pay the full amount thereof in
          accordance with its terms, except as enforceability may be limited by
          applicable bankruptcy, insolvency or similar laws and by general
          equitable principles,

     o    the Origination Trust has only one "original" counterpart of that
          master lease agreement and that original is held by the custodian,

     o    it is either an open-end lease or a closed-end lease,

     o    it is a "hell or high water" net lease under which the lessee's
          payment obligations are absolute, unconditional and noncancellable and
          not subject to abatement or adjustment,

     o    the lessee is required to maintain casualty insurance or to
          self-insure the vehicles subject to that master lease agreement in
          accordance with Vehicle Management Services' origination standards,

     o    any consents, approvals or authorizations necessary for the assignment
          and sale of that master lease agreement by Vehicle Management Services
          to the Origination Trust have been obtained and

                                      G-7
<PAGE>


     o    if not originated by the Origination Trust, all right, title and
          interest in it has been validly sold to the Origination Trust by
          Vehicle Management Services or validly assigned to the Origination
          Trust by Raven Funding and, if assigned by Raven Funding to the
          Origination Trust, was validly sold by Vehicle Management Services to
          Raven Funding.

     "Eligible Obligor" means a person or entity obligated to make payments
under a master lease agreement, a consumer lease or a fleet management
receivable who satisfies, among other things, the following eligibility
criteria:

     o    its billing address is located in the United States,

     o    it is not the United States federal government or any subdivision or
          any agency, department or instrumentality of the United States federal
          government,

     o    it is not an affiliate of Avis Rent A Car, Inc. and

     o    it is not the subject of any voluntary or involuntary bankruptcy
          proceeding, unless, in the case of a lessee under a master lease
          agreement, a bankruptcy court shall have entered an order reaffirming
          that lessee's obligations under that master lease agreement.

     "Eligible Paid-In Advance Vehicle" means a vehicle acquired at the request
of a lessee who as of the date that vehicle is allocated to the Lease SUBI is
party to an Eligible Master Lease or has agreed to be bound by a master lease
agreement.

     "Eligible Receivable" means each fleet management receivable that satisfies
the following eligibility criteria:

     o    it is an obligation of an Eligible Obligor,

     o    it is not a fleet management receivable that was or should have been
          charged off by the servicer in accordance with its credit and
          collection policies or which is 270 or more days past due,

     o    it is denominated and payable only in U.S. dollars in the United
          States,

     o    it and the related fleet maintenance contract, fleet management
          contract, fuel card contract or other service contract the fees for
          which are billed or would be billed by Vehicle Management Services,
          together with the leases, do not contravene in any material respect
          any applicable law and Vehicle Management Services is not in violation
          in any material respect of any applicable law in connection with it or
          the related contract,

     o    the related contract was originated in accordance with the Vehicle
          Management Services' origination standards,

     o    it has been billed, the goods or services giving rise to it have been
          provided and it is payable within 45 days of the billing date,

     o    it is an "eligible asset" within the meaning of Rule 3a-7 promulgated
          under the Investment Company Act of 1940, as amended,

     o    it is not subject to the laws of any jurisdiction whose laws would
          prohibit its sale by Vehicle Management Services to Raven Funding
          pursuant to the Receivables Purchase Agreement and its contribution by
          Raven Funding to the Origination Trust pursuant to the Contribution
          Agreement,

     o    any consents, approvals or authorizations necessary for its sale by
          Vehicle Management Services to Raven Funding pursuant to the
          Receivables Purchase Agreement and its contribution by Raven Funding
          to the Origination Trust pursuant to the Contribution Agreement have
          been obtained,

     o    all right, title and interest in it has been validly sold by Vehicle
          Management Services to Raven Funding pursuant to the Receivables
          Purchase Agreement and validly assigned by Raven Funding to the
          Origination Trust pursuant to the Contribution Agreement,

                                      G-8
<PAGE>

     o    the Origination Trust has legal and beneficial ownership in that fleet
          management receivable free and clear of all liens other than certain
          permitted liens,

     o    it is not subject to any dispute in whole or in part to any offset,
          counterclaim, defense, rescission, recoupment or subordination,

     o    it is at all times the legal, valid and binding obligation of the
          related obligor, enforceable against that obligor in accordance with
          its terms, except as enforceability may be limited by applicable
          bankruptcy, insolvency or similar laws and by general equitable
          principles and

     o    it constitutes an "account" or a "general intangible" under the
          applicable Uniform Commercial Code.

     "ERISA Plan" means a Plan subject to Title I of ERISA or Section 4975 of
the tax code.

     "Excess Paid-In-Advance Amount" means as of any date during the period from
and including a payment date to but excluding the next payment date an amount
equal to the greatest of

     o    the amount by which

          o    the aggregate prices paid to the dealer, the manufacturer or a
               vendor for each Eligible Paid-In Advance Vehicle allocated to the
               Lease SUBI as of the last day of the Monthly Period preceding the
               first day of that period and each additional Eligible Paid-In
               Advance Vehicle allocated to the Lease SUBI as of that date, plus
               any related delivery charges and taxes and any registration or
               titling fees,

          exceed

          o    10% of the Aggregate Unit Balance as of that date,

     o    the amount by which

          o    the aggregate prices paid to the dealer, the manufacturer or a
               vendor for each Eligible Paid-In Advance Vehicle allocated to the
               Lease SUBI for more than 60 days as of the last day of the
               Monthly Period preceding the first day of that period, plus any
               related delivery charges and taxes and any registration or
               titling fees,

          exceed

          o    2.5% of the Aggregate Unit Balance as of that date, and

     o    the aggregate prices paid to the dealer, the manufacturer or a vendor
          for each Eligible Paid-In Advance Vehicle allocated to the Lease SUBI
          for more than 120 days as of the last day of the Monthly Period
          preceding the first day of that period of the price paid to the
          dealer, the manufacturer or a vendor for that vehicle plus any related
          delivery charges and taxes and any registration or titling fees.

     "Excess Residual Value Amount" means as of any date of during the period
from and including a payment date to but excluding the next payment date an
amount equal to the amount by which

     o    the Aggregate Residual Value Amount as of that date

     exceeds

     o    10% of the Aggregate Unit Balance as of that date or, if that date
          occurs after the Amendment Effective Date, 7.5% of the Aggregate Unit
          Balance as of that date.

     "Fleet Receivable Amount" means on any payment date an amount equal to the
lesser of $80,000,000 and the aggregate amount owing by the obligors under all
Eligible Receivables held by the Origination Trust as of the first day of the
current Monthly Period.


                                 G-9
<PAGE>


     "Fleet Receivable SUBI" means the special unit of beneficial interest in
the pool of fleet management receivables owned by the Origination Trust.

     "Fleet Receivable SUBI Certificate" means the Class C 1999-1B Sold SUBI
Certificate representing the portion of the Fleet Receivable SUBI transferred by
Raven Funding to the issuer pursuant to the Transfer Agreement.

     "Hypothetical Yield Shortfall Amount" for any payment date, will equal the
product of

     o    the amount by which

          o    the Minimum Yield Rate for that payment date

          exceeds

          o    the rate on commercial paper set forth in Statistical Release
               H.15(519), "Selected Interest Rates" published by the Board of
               Governors of the Federal Reserve System as of the last day of the
               preceding Monthly Period

     multiplied by

     o    the Series 2002-1 Invested Percentage on that payment date of the
          aggregate Lease Balance of the floating rate leases allocated to the
          Lease SUBI as of the last day of the preceding Monthly Period

     multiplied by 2.75.

     "Indenture" means the Base Indenture, as amended by the indenture
supplement relating to the series 2002-1 notes to be dated as of the closing
date, between the issuer and the indenture trustee.

     "Lease Balance" means as of any date with respect to:

     o    any open-end lease, an amount equal to the Net Book Value of the
          vehicle subject to that lease on that date and

     o    any closed-end lease, an amount equal to the sum of all remaining
          monthly lease payments, other than payments of finance charges and
          other incidental fees, due in respect of the vehicle subject to that
          lease on or after that date.

     "Lease Balance Decline" means for any lease for any payment date an amount
equal to the sum of

     o    the Lease Balance of that lease as of the last day of the Monthly
          Period preceding the Monthly Period immediately preceding that payment
          date minus the Lease Balance of that lease as of the last day of the
          Monthly Period immediately preceding that payment date

     plus

     o    if that lease is a closed-end lease, the Net Book Value of the vehicle
          subject to that lease if that vehicle was sold or otherwise disposed
          of after termination or expiration of that lease during the Monthly
          Period immediately preceding that payment date.

     "Lease SUBI" means the special unit of beneficial interest in the leases
and vehicles owned by the Origination Trust and allocated to the issuer.

     "Lease SUBI Certificate" means the 1999-1A Sold SUBI Certificate
representing the Lease SUBI transferred by Raven Funding to the issuer pursuant
to the Transfer Agreement.

     "LLC Agreement" means the amended and restated limited liability company
agreement of the issuer dated as of October 30, 1999.

                                 G-10
<PAGE>

     "London Business Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market and banking institutions
in London are not authorized or obligated by law or regulation to close.

     "Majority in Interest" means, with respect to the series 2002-1 notes,
holders of class A-1 notes evidencing more than 50% by outstanding principal
amount of the class A-1 notes and holders of class A-2 notes evidencing more
than 50% by outstanding principal amount of the class A-2 notes and, with
respect to any other series of notes, holders of that series of notes evidencing
more than 50% by outstanding principal amount of each class of the notes of that
series.

     "Management Agreement" means the agreement between Vehicle Management
Services, the issuer and Global Securitization Services, LLC pursuant to which
Global Securitization Services has agreed to perform certain administrative
functions for the issuer.

     "Minimum Yield Rate" means for any payment date a rate per annum equal to
the sum of :

     o    the weighted average cost of funds of the issuer in respect of the
          series 2002-1 notes and the senior preferred membership interests
          relating to the series 2002-1 notes and any junior preferred
          membership interests relating to the series 2002-1 notes subsequently
          issued by us for that payment date, assuming, in the case of these
          preferred membership interests, that dividends accumulated on them at
          the highest applicable rate under their terms

     plus 0.225%

     plus 0.48%.

     "Monthly Period" means each period from and including a Period End Date to
but excluding the next succeeding Period End Date.

     "Monthly Residual Value Gain" for any Monthly Period means

     o    the amount by which

          o    the sum of

               o    all amounts received by the servicer during that Monthly
                    Period in connection with the termination or expiration of
                    closed-end leases allocated to the Lease SUBI including,
                    without limitation,

                    o    sales proceeds of the related vehicles, net of any and
                         all out-of-pocket costs and expenses incurred by the
                         servicer in connection with those sales or other
                         dispositions and any amounts remitted to the related
                         lessees as required by applicable law or the related
                         lease and

                    o    any and all insurance proceeds received in connection
                         with the occurrence of a casualty event in respect of
                         those vehicles

          plus

          o    any and all amounts billed the related lessees during that
               Monthly Period in connection with the termination of those
               leases, including any excess damage charges, excess mileage
               charges or any charges imposed upon the early termination of
               those leases

     exceeds

     o    the aggregate Net Book Values of all vehicles allocated to the Lease
          SUBI that were subject to closed-end leases and were sold or otherwise
          disposed of after termination or expiration of those leases during
          that Monthly Period.


                                 G-11
<PAGE>


     "Net Book Value" means as of any date during the period from and including
a payment date to but excluding the next payment date with respect to a vehicle
subject to a lease,

     o    the Capitalized Cost of that vehicle

     minus

     o    the sum of

          o    all monthly lease payments billed under that lease, other than
               payments of finance charges and other incidental fees, in respect
               of that vehicle through that date

          plus

          o    in the case of a vehicle subject to an open-end lease, all
               proceeds from the sale or disposition of that vehicle received
               during the Monthly Period preceding the first day of that period.

     "Non-U.S. Note Owner" means a beneficial owner of series 2002-1 notes that
is not a U.S. Note Owner.

     "Origination Trust" means the D.L. Peterson Trust, reconstituted as a
Delaware statutory business trust pursuant to the amended and restated
origination trust agreement dated as of June 30, 1999 among Raven Funding, as
successor settlor and initial beneficiary, Vehicle Management Services, as
existing settlor, initial beneficiary and successor trustee, and Wilmington
Trust Company, as trustee.

     "Origination Trust Documents" means:

     o    the agreement pursuant to which the Origination Trust was formed,
          including the supplements creating the Lease SUBI and the Fleet
          Receivable SUBI,

     o    the Servicing Agreement,

     o    the Custodian Agreement,

     o    the Lease SUBI Certificate,

     o    the Fleet Receivable SUBI Certificate,

     o    the Receivable Purchase Agreement,

     o    the Asset Purchase Agreement and

     o    the Contribution Agreement.

     "Paid-In Advance Loss Ratio" means for any payment date the quotient,
expressed as a percentage, of

     o    the amount by which

          o    the aggregate prices paid to the dealers, the manufacturers or
               vendors, plus any related delivery charges and taxes and any
               registration or titling fees, for all vehicles acquired at the
               request of a lessee that were sold or otherwise disposed of after
               rejection by that lessee during the preceding Monthly Period

          exceed

          o    all amounts received by the servicer upon, after or in connection
               with the sale or other disposition of all those rejected vehicles
               during that Monthly Period and all prior Monthly Periods, net of
               any and all out-of-pocket costs and expenses incurred by the
               servicer in connection with the sale or other disposition, and
               any and all amounts received from the lessees in connection with
               those rejected vehicles

     divided by

                                 G-12
<PAGE>

     o    the aggregate prices paid to the dealers, the manufacturers or
          vendors, plus any related delivery charges and taxes and any
          registration or titling fees, for all those rejected vehicles.

     "Period End Date" means generally the next to last Thursday of each
calendar month unless the next to last Thursday is too close to the end of the
month to permit orderly billing by Vehicle Management Services, in which case,
the Period End Date for that month will be the third to last Thursday of the
month.

     "Permitted Investments" means negotiable instruments or securities, payable
in U.S. dollars, issued by an entity organized under the laws of the United
States of America and represented by instruments in bearer or registered or in
book-entry form which evidence, excluding any security with the "r" symbol
attached to its rating:

     o  obligations the full and timely payment of which are to be made by or is
        fully guaranteed by the United States of America, other than financial
        contracts whose value depends on the values or indices of asset values,

     o  demand deposits of, time deposits in, or certificates of deposit issued
        by, any depositary institution or trust company incorporated under the
        laws of the United States of America or any State who is subject to
        supervision and examination by Federal or state banking or depositary
        institution authorities and whose

        o  short-term debt is rated "P-1" or higher by Moody's and "A-1+" or
           higher by Standard & Poor's and

        o  long-term unsecured debt is rated not lower than "AA" from Standard &
           Poor's,

     o  bankers' acceptances issued by any depositary institution or trust
        company described above,

     o  commercial paper having a rating from Moody's of "P-1" and from Standard
        & Poor's of "A-l+",

     o  investments in money market funds rated "AAAm" by Standard & Poor's, or
        otherwise approved in writing by Standard & Poor's, and Aaa by Moody's,
        or otherwise approved in writing by Moody's,

     o  Eurodollar time deposits having a credit rating from Moody's of "P-1"
        and from Standard & Poor's of "A-1+",

     o  repurchase agreements involving any of the investments described in the
        first or third bullets above or certificates of deposit described in the
        second bullet above which are entered into with a depository institution
        or trust company having a commercial paper or short-term certificate of
        deposit rating of "A-1+" by Standard & Poor's and P-1 by Moody's or
        which otherwise is approved as to collateralization by the Standard &
        Poor's and Moody's and

     o  any other instruments or securities, if Standard & Poor's and Moody's
        confirm in writing that the investment in those instruments or
        securities will not adversely affect any of their respective ratings on
        any series of our notes or any series of our preferred membership
        interests.

     "PHH Treasury Note Rate" means on any day between the 16th day of the month
through the 15th day of the following month, the interest rate that was quoted
in the Federal Reserve Statistical Release (H.15 Report) for two year treasury
constant maturities on the 15th day of that month, or the next business day
thereafter if the 15th day of the month falls on a non-business day.

     "Plan" means any one of the following :

     o  an employee benefit plan, as defined in Section 3(3) of ERISA,

     o  a plan or arrangement within the meaning of or subject to Section 4975
        of the tax code, including an individual retirement arrangement and a
        "Keogh plan" or

     o  any entity whose underlying assets include plan assets by reason of an
        employee benefit plan's or plan's investment in that entity.

                                      G-13
<PAGE>

     "Principal Payment Amount" means on any payment date the product of

     o  the average daily Series 2002-1 Invested Percentage during the
        preceding Monthly Period

     multiplied by

     o  the sum of

        o  the Lease Balance Declines for each lease allocated to the Lease SUBI
           for that payment date and

        o  the aggregate prices paid to the dealers, the manufacturers or
           vendors, plus any related delivery charges and taxes and any
           registration or titling fees, for all vehicles acquired at the
           request of a lessee that were sold or otherwise disposed of after
           rejection by that lessee during the preceding Monthly Period.

     "Qualified Institution" means a depository institution organized under the
laws of the United States of America or any State or incorporated under the laws
of a foreign jurisdiction with a branch or agency located in the United States
of America or any State and subject to supervision and examination by federal or
state banking authorities which at all times has a short-term certificate of
deposit rating from Moody's of P-1 and from Standard & Poor's of "A-1" and a
long-term unsecured debt rating of not less than Aa3 by Moody's and "AA-" by
Standard & Poor's and, in the case of any institution organized under the laws
of the United States of America, whose deposits are insured by the Federal
Deposit Insurance Corporation.

     "Qualified Trust Institution" means an institution organized under the laws
of the United States of America or any State or incorporated under the laws of a
foreign jurisdiction with a branch or agency located in the United States of
America or any State and subject to supervision and examination by federal or
state banking authorities which at all times

     o  is authorized under those laws to act as a trustee or in any other
        fiduciary capacity,

     o  has not less than $1,000,000,000 in assets under fiduciary management
        and

     o  has a long term deposits rating of not less than "BBB-" by Standard &
        Poor's and Baa3 by Moody's.

     "Receivable Purchase Agreement" means the agreement dated as of June 30,
1999 between Vehicle Management Services and Raven Funding pursuant to which
Raven Funding buys the fleet management receivables from Vehicle Management
Services on each payment date.

     "Receivables Purchase Termination Event" means one of the events described
in this prospectus under the caption "The Receivables Purchase Agreement, the
Asset Purchase Agreement and the Contribution Agreement--Receivables Purchase
Agreement--Receivables Purchase Termination Events."

     "Required Asset Amount" means as of any date the sum of the outstanding
principal amount of the series 2002-1 notes plus the Required
Overcollateralization Amount.

     "Required Enhancement Amount" means on any date the Required Percentage on
such date of the initial aggregate principal amount of the series 2002-1 notes
plus, if the Three-Month Average Residual Value Loss Ratio for the most recent
payment date exceeded 12.50%, an amount equal to

     o  the Series 2002-1 Invested Percentage as the last day of the Monthly
        Period immediately preceding such payment date

     multiplied by

     o  90% of the amount by which the Aggregate Residual Value Amount as of
        such date exceeded the Excess Residual Value Amount as of that date.

                                 G-14
<PAGE>

In addition after the declaration or occurrence of an amortization event with
respect to the series 2002-1 notes, the Required Enhancement Amount will equal
the Required Enhancement Amount on the date of the declaration or occurrence of
that amortization event.

     "Required Overcollateralization Amount" means on any date the amount by
which

     o  the Required Enhancement Amount

     exceeds

     o  the sum of

        o  the amount on deposit in the reserve account for the series 2002-1
           notes

        plus

        o  the amount of cash and investments on deposit in the principal
           subaccount of the subaccount of the collection account for the series
           2002-1 notes.

     "Required Percentage" means on any date 15.9425% unless:

     o  on the most recent payment date all of the following were true:

        o  the Three Month Average Charge-Off Ratio was 0.50 % or less,

        o  the Twelve Month Average Charge-Off Ratio was 0.25% or less,

        o  the Three Month Average Residual Value Loss Ratio was 10.00% or less,

        o  the Twelve Month Average Residual Value Loss Ratio was 5.00% or less,

        o  the Three Month Average Paid-In Advance Loss Ratio was 1.00% or less,

        o  the Twelve Month Average Paid-In Advance Loss Ratio was 0.50% or less
           and

        o  the Three Month Average Delinquency Ratio was 4.50% or less,

     in which case, the Required Percentage on such date will equal
     14.9425% or

     o  on the most recent payment date any one of the following was
        true:

        o  the Three Month Average Charge-Off Ratio exceeded 0.75%,

        o  the Twelve Month Average Charge-Off Ratio exceeded 0.50%,

        o  the Three Month Average Residual Value Loss Ratio exceeded 12.50%,

        o  the Twelve Month Average Residual Value Loss Ratio exceeded 10.00%,

        o  the Twelve Month Average Paid-In Advance Loss Ratio exceeded 0.75% or

        o  the Three Month Average Delinquency Ratio exceeded 6.00%,

     in which case, the Required Percentage on such date will equal 16.9425%.

     "Residual Value Loss" means for any vehicle allocated to the Lease SUBI
that was subject to a closed-end lease and was sold or otherwise disposed of
after termination or expiration of that lease during a Monthly Period an amount
equal to

     o  the Stated Residual Value of that vehicle

     minus

     o  the sum of

                                      G-15
<PAGE>
     o    all amounts received by the servicer during that Monthly Period in
          connection with the termination or expiration of that lease including,
          without limitation,

        o  sales proceeds of that vehicle, net of any and all out-of-pocket
           costs and expenses incurred by the servicer in connection with that
           sale or other disposition and any amounts remitted to the related
           lessee as required by applicable law or the related lease and

        o  any and all insurance proceeds received in connection with the
           occurrence of a casualty event in respect of that vehicle

     plus

     o  any and all amounts billed the related lessee during that Monthly Period
        in connection with the termination of that lease, including any excess
        damage charges, excess mileage charges or any charges imposed upon the
        early termination of that lease.

     "Residual Value Loss Ratio" means for any payment date the quotient,
expressed as a percentage, of

     o  the sum of the Residual Value Losses for all vehicles allocated to the
        Lease SUBI that were subject to closed-end leases and were sold or
        otherwise disposed of after termination or expiration of those leases
        during the preceding Monthly Period minus all amounts received by the
        servicer during that Monthly Period in connection with the termination
        or expiration of those leases and all other closed-end leases that were
        terminated or expired during prior Monthly Periods including, without
        limitation,

        o  sales proceeds of those vehicles, net of any and all out-of-pocket
           costs and expenses incurred by the servicer in connection with those
           sales or other dispositions and any amounts remitted to the related
           lessees as required by applicable law or the related leases and

        o  any and all insurance proceeds received in connection with the
           occurrence of a casualty event in respect of those vehicles

     divided by

     o  the sum of the Stated Residual Values for all vehicles allocated to the
        Lease SUBI that were subject to closed-end leases and were sold or
        otherwise disposed of after termination or expiration of those leases
        during the preceding Monthly Period.

     "Series 2002-1 Allocated Adjusted Aggregate Unit Balance" means on any date
the product of

     o  the Adjusted Aggregate Unit Balance on that date

     multiplied by

     o  the quotient of

        o  the Required Asset Amount

        divided by the sum of

           o  the Required Asset Amount

           plus

              o  the equivalent amounts for all other series of notes.

     "Series 2002-1 Invested Percentage" means with respect to any business day
the percentage equivalent of a fraction the numerator of which is equal to the
Series 2002-1 Allocated Adjusted Aggregate Unit Balance, determined during the
revolving period as of the end of the immediately preceding business day, or,
during the amortization period, as of the end of the revolving period, and the
denominator of which is the sum of the


                                      G-16

<PAGE>

numerators used to determine the invested percentages for allocations for all
series of notes, including all series of notes that have been paid in full but
as to which the amortization period has not ended, as of the end of the
immediately preceding business day.

     "Servicer Termination Event" means one of the events described in this
prospectus under the caption "The Origination Trust and the Servicing
Agreement--The Servicing Agreement--Servicer Termination Events".

     "Servicing Agreement" means the agreement dated as of June 30, 1999 among
the Origination Trust, Raven Funding and Vehicle Management Services, as
servicer, as supplemented by the supplement relating to the Lease SUBI and the
Fleet Receivable SUBI.

     "Similar Laws" means applicable federal, state, local, non-U.S. or other
laws or regulations that contain a provision or provisions that are similar to
the provisions of Title I of ERISA or Section 4975 of the tax code.

     "Stated Residual Value" means, for any vehicle allocated to the Lease SUBI
subject to a closed-end lease, the lesser of

     o  the stated residual value of that vehicle established at the time of
        origination of that lease in accordance with Vehicle Management
        Services' origination standards and

     o  the Net Book Value of that vehicle.

     "Telerate Page 3750" means the definition contained in the International
Swaps Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions.

     "Three Month Average Charge-Off Ratio" means for any payment date the
average of the Charge-Off Ratios for that payment date and the two preceding
payment dates.

     "Three Month Average Delinquency Ratio" means for any payment date the
average of the Delinquency Ratios for that payment date and the two preceding
payment dates.

     "Three Month Average Paid-In Advance Loss Ratio" means for any payment date
the average of the Paid-In Advance Loss Ratios for that payment date and the two
preceding payment dates.

     "Three Month Average Residual Value Loss Ratio" means for any payment date
the average of the Residual Value Loss Ratios for that payment date and the two
preceding payment dates.

     "Transaction Documents" means:

     o  the Indenture,

     o  the notes,

     o  any agreements relating to the issuance or the purchase of any of the
        notes,

     o  any agreements relating to any credit enhancement for any notes,

     o  the LLC Agreement,

     o  the Transfer Agreement,

     o  the Administration Agreement,

     o  the Management Agreement and

     o  the Origination Trust Documents.

     "Transfer Agreement" means the agreement, dated as of June 30, 1999, as
amended as of October 28, 1999, between Raven Funding and the issuer pursuant to
which Raven Funding transferred to the issuer the Lease


                                       G-17

<PAGE>


SUBI Certificate and the Fleet Receivable SUBI Certificate on June 30, 1999 and
transferred or transfers all additional vehicles and the related leases
allocated to the Lease SUBI after that date.

     "Transfer Termination Event" means one of the events described in this
prospectus under the caption "Security for the Series 2002-1 Notes--Transfer
Agreement--Transfer Termination Events".

     "Twelve Month Average Charge-Off Ratio" means for any payment date the
average of the Charge-Off Ratios for that payment date and the eleven preceding
payment dates.

     "Twelve Month Average Paid-In Advance Loss Ratio" means for any payment
date the average of the Paid-In Advance Loss Ratios for that payment date and
the eleven preceding payment dates.

     "Twelve Month Average Residual Value Loss Ratio" means for any payment date
the average of the Residual Value Loss Ratios for that payment date and the
eleven preceding payment dates.

     "Unit Balance" of any lease means the Lease Balance of that lease, plus, in
the case of a closed-end lease, the Stated Residual Value of the vehicle subject
to that lease.

     "U.S. Note Owner" means any beneficial owner of a series 2002-1 note that
is

     o  an individual who is a United States citizen or resident,

     o  a corporation or partnership created or organized in or under the laws
        of the United States or any political subdivision of the United States,

     o  an estate whose income is subject to U.S. federal income taxation
        regardless of its source,

     o  a trust that has validly elected to be treated as a United States person
        for U.S. federal income tax purposes or

     o  a trust if a United States court can exercise primary supervision over
        its administration and one or more United States persons have the
        authority to control all of its substantial decisions.

     "Yield Shortfall Amount" for any payment date will equal:

     o  the Hypothetical Yield Shortfall Amount, if the Hypothetical Yield
        Shortfall Amount for that payment date is less than 70% of the product
        of the Series 2002-1 Invested Percentage multiplied by the Fleet
        Receivable Amount as of that payment date, after giving effect to any
        increase on that payment date and

     o  otherwise, an amount equal to the product of:

        o  the Series 2002-1 Invested Percentage on that payment date of the
           aggregate Lease Balance of all leases allocated to the Lease SUBI as
           of the last day of the preceding Monthly Period with an actual or
           implicit variable finance charge rate of less than the Minimum Yield
           Rate on that payment date

        multiplied by

        o  the amount by which

           o  the Minimum Yield Rate for that payment date

           exceeds

           o  the quotient of

              o  the sum of the product with respect to each lease allocated to
                 the Lease SUBI on that payment date with an actual or implicit
                 variable finance charge rate of less than the Minimum Yield
                 Rate of the actual or implicit finance charge rate applicable
                 to that lease

                                      G-18

<PAGE>

                 multiplied by the Net Book Value of the vehicle
                 subject to that lease as of the last day of the immediately
                 preceding Monthly Period

              divided by

              o  the aggregate Net Book Value of all of the vehicles subject to
                 all of those leases as of the last day of the immediately
                 preceding Monthly Period


           multiplied by

           o  50% of the weighted, on the basis of Net Book Value of the related
              vehicle, average number of months over which the Capitalized Cost
              of all of the vehicles subject to those leases are being
              depreciated, assuming that all scheduled lease payments are made
              when scheduled and that the lessees do not elect to convert the
              finance charges applicable to those leases to a fixed rate, as of
              the last day of the preceding Monthly Period.


                                      G-19
<PAGE>

         INDEX TO FINANCIAL STATEMENTS OF D.L. PETERSON TRUST



Independent Auditors' Report                                                 F-2

Statements of Operations and Trust Equity for the years ended December
31, 2001 and 2000 and for the period from June 30, 1999 (date of
reconstitution) through December 31, 1999                                    F-3

Balance Sheets as of December 31, 2001 and 2000                              F-4

Notes to Financial Statements                                                F-5


                                 F-1

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Trustees of
D. L. Peterson Trust

We have audited the accompanying balance sheets of D. L. Peterson Trust (the
"Trust"), an affiliate of PHH Vehicle Management Services, LLC, as of December
31, 2001 and 2000, and the related statements of operations and trust equity for
the years ended December 31, 2001 and 2000 and for the period from June 30, 1999
(date of reconstitution) through December 31, 1999. These financial statements
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust as of December 31, 2001 and 2000,
and the results of its operations for the years ended December 31, 2001 and 2000
and for the period from June 30, 1999 (date of reconstitution) through December
31, 1999 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared from the separate
records maintained by the Trust and may not necessarily be indicative of the
conditions that would have existed or the results of operations if the Trust had
been operated as an unaffiliated entity.

/s/ Deloitte & Touche LLP


Baltimore, Maryland
January 21, 2002

                                 F-2
<PAGE>

                         D. L. Peterson Trust
               STATEMENTS OF OPERATIONS AND TRUST EQUITY
                            (In thousands)

<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                     June 30, 1999
                                                                                                       (date of
                                                                                                    reconstitution)
                                                                         Year Ended                     through
                                                                        December 31,                 December 31,
                                                            -------------------------------------- ------------------
                                                                  2001                2000               1999
                                                            ------------------ ------------------- ------------------
<S>                                                         <C>                <C>                 <C>
Revenues:
      Leasing revenue                                       $       1,211,127  $         1,188,375 $          565,096

Expenses:
      Depreciation on leased vehicles                                (997,027)            (937,419)          (458,549)
      Payment of special unit of beneficial
        interest in leases-related party                             (214,100)            (250,956)          (106,547)
                                                            ------------------ ------------------- ------------------
    Total expenses                                                 (1,211,127)          (1,188,375)          (565,096)
                                                            ------------------ ------------------- ------------------

Net income                                                  $               -  $                 - $                -
                                                            ------------------ ------------------- ------------------

Trust equity, beginning of period                                           -                    -                  -
                                                            ------------------ ------------------- ------------------

Trust equity, end of period                                 $               -  $                 - $                -
                                                            ================== =================== ==================
</TABLE>


                  See Notes to Financial Statements.


                                 F-3


<PAGE>
                         D. L. Peterson Trust
                            BALANCE SHEETS
                            (In thousands)

<TABLE>
<CAPTION>
                                                                                            As of
                                                                                        December 31,
                                                                                ------------------------------
                                                                                     2001           2000
                                                                                --------------- --------------
<S>                                                                             <C>             <C>
Assets:

    Net investment in leases and leased vehicles:
        Vehicles under operating leases                                         $     3,274,658 $    3,109,747
        Investment in direct financing leases                                           103,474        137,644
        Vehicles held for resale                                                         35,788         23,210
                                                                                --------------- --------------

Total assets                                                                    $     3,413,920 $    3,270,601
                                                                                =============== ==============

Liabilities and trust equity

Liabilities

    Liability under special unit of beneficial interest
        leases-related party                                                    $     3,413,920 $    3,270,601
                                                                                --------------- --------------

Total liabilities                                                                     3,413,920      3,270,601

Trust equity                                                                                  -              -
                                                                                --------------- --------------

Total liabilities and trust equity                                              $     3,413,920 $    3,270,601
                                                                                =============== ==============
</TABLE>


                       See Notes to Financial Statements.


                                 F-4

<PAGE>

                         D. L. Peterson Trust
                     NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

     Basis of Presentation - D. L. Peterson Trust ("DLPT") was originally
     established by PHH Vehicle Management Services, LLC ("PHH" or "Vehicle
     Management Services"), previously a wholly-owned subsidiary of Avis Group
     Holdings, Inc. ("Avis") as a Maryland common law trust and was
     reconstituted on June 30, 1999 as a Delaware statutory business trust. DLPT
     is organized under Chapter 38 of the Delaware Business Trust Act and its
     trustees are PHH and Wilmington Trust Company. DLPT was established to hold
     title to vehicles and to be the lessor in vehicle leases that are subject
     to various securitizations. DLPT reduces the costs and administrative
     burden associated with securitizations by eliminating the time and expense
     of retitling vehicles upon transfers or assignments of ownership of the
     vehicles and security.

     On March 1, 2001, Avis was acquired by PHH Corporation. As a result PHH is
     now a wholly-owned subsidiary of PHH Corporation, which itself is a
     wholly-owned subsidiary of Cendant Corporation ("Cendant"). All assets and
     liabilities were recorded by the DLPT at fair value as of March 1, 2001. No
     significant adjustments were made by DLPT.

     DLPT issued a certificate (the "Lease SUBI Certificate") representing a
     special unit of beneficial interest in certain leases (the "Lease SUBI")
     and two certificates representing a special unit of beneficial interest in
     certain fleet service receivables (the "Fleet Receivable SUBI") to Raven
     Funding LLC ("Raven"). The Lease SUBI represents a beneficial ownership in
     the leases, vehicles and paid-in-advance vehicles owned by DLPT. One of the
     certificates representing an interest in the Fleet Receivable SUBI
     represents an amount up to $80 million (the "Fleet Receivable SUBI
     Certificate") and the other certificate representing an interest in the
     Fleet Receivable SUBI represents the amount of fleet service receivables in
     excess of $80 million (the "Excess Fleet Receivable SUBI Certificate").
     DLPT also issued to Raven a certificate (the "UTI Certificate")
     representing beneficial ownership in all assets of DLPT not allocated to
     the Lease SUBI or the Fleet Receivable SUBI (the "UTI"). Raven transferred
     the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate to
     Greyhound Funding LLC ("Greyhound"). Raven retained the Excess Fleet
     Receivable SUBI Certificate and the UTI Certificate. As of December 31,
     2001, no assets were assigned to the UTI Certificate.

     Raven is a special purpose limited liability company established under the
     laws of the State of Delaware. The sole member of Raven is PHH. The
     business activities of Raven are limited primarily to acting as the
     successor settler and initial beneficiary of DLPT. Greyhound is a special
     purpose limited liability company organized under the laws of the State of
     Delaware. The sole common member of Greyhound is Raven.

     Greyhound was formed for the purpose of issuing indebtedness, issuing
     preferred membership interests, acquiring the Lease SUBI Certificate, and
     acquiring the Fleet Receivable SUBI Certificate. PHH acts as servicer of
     the assets held by DLPT including the assets allocated to the Lease SUBI
     and the Fleet Receivable SUBI. In its role as servicer, PHH will maintain
     all property and equipment and employees required to perform said servicing
     activities.

     In presenting the financial statements, management makes estimates and
     assumptions that affect the amount reported and related disclosures.
     Estimates by their nature, are based on judgment and available information.
     Accordingly, actual results could differ from those estimates.

     Cash and Cash Equivalents - All transactions of DLPT are considered
     non-cash activities, and accordingly no statement of cash flows is
     presented in the accompanying financial statements. PHH contributed to DLPT
     a net investment in leases and leased vehicles of approximately $2.9
     billion during 1999, $400 million in 2000 and $143 million in 2001
     originated by DLPT and subsequently assigned to Raven.

     Fair Value of Financial Instruments - The fair value of net investments in
     leases and leased vehicles, which consists primarily of direct financing
     and operating leases, and the Lease SUBI approximate their carrying value.
     This results from the underlying leases and Lease SUBI having floating
     interest rate provisions, which require monthly adjustments based on market
     rates.

     Revenue Recognition and Depreciation - The leased assets owned by DLPT are
     leased under three standard arrangements: open-end operating leases,
     closed-end operating leases, and open-end finance leases (direct financing
     leases). These leases are accounted for in accordance with Statement of
     Financial Accounting Standards No. 13, "Accounting for Leases". Each lease
     is classified as either an operating lease or direct financing lease. DLPT
     recognizes management fee income on the lease units.

     DLPT records the cost of the leased vehicle as an investment in leases and
     leased vehicles. Vehicles are depreciated using the straight-line method
     over the expected lease term. The lease terms vary (see Note 4 - Net
     Investment in Leases and Leased Vehicles).

                                 F-5
<PAGE>


     Amounts charged to the lessees for interest are generally calculated on a
     floating rate basis and can vary month to month in accordance with changes
     in the floating rate index. Amounts charged to lessees for interest can
     also be based on a fixed rate that would remain constant for the life of
     the lease.

     The open-end operating leases provide that the resale of the vehicles upon
     termination of the lease are for the account of the lessee, except for a
     minimum residual value that DLPT has guaranteed. DLPT guarantees 16% of the
     original cost of the unit for the first 24 months of the lease and then 16%
     of the fair market value of the unit at the inception of the month to month
     renewals thereafter.

     The closed-end operating leases provide that the resale of the vehicles
     upon termination of the lease is for the account of DLPT. The residual
     values for the closed-end leases are included in the leased vehicle
     investment. Residual value estimates are made utilizing third party
     estimates and PHH's expertise.

     The open-end finance leases provide that the resale of the vehicles upon
     termination of the lease are for the account of the lessee.

     Vehicles Held for Resale - Vehicles held for resale represent vehicles
     which have come off lease under the open-end agreement. These vehicles will
     be sold on behalf of the client and are carried at their current book
     value. Any gain or loss realized on the disposition of the vehicle will be
     passed through to the client subject to the 16% guarantee.

     Long Lived Assets - Long-lived assets are comprised primarily of net
     investment in leased assets. Such assets are reviewed for impairment
     whenever events or changes in circumstances indicate that the carrying
     amount of the asset may not be recoverable. An estimate of undiscounted
     future cash flows produced by the asset is compared to the carrying value
     to determine whether an impairment exists, pursuant to the provisions of
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed Of". If an asset is determined to be
     impaired, the loss is measured based on quoted market prices in active
     markets. During the years ended December 31, 2001 and 2000, and June 30,
     1999 (date of reconstitution) through December 31, 1999, DLPT did not incur
     any impairment losses.

     Income Taxes - DLPT is not an entity subject to federal or state income
     taxes. Accordingly, no taxes are provided on its income as it is passed
     through to the holders of beneficial interests in DLPT.

     Recently Issued Accounting Pronouncements

     Impairment or Disposal of Long-Lived Assets. During October 2001, the
     Financial Accounting Standards Board issued SFAS No. 144, "Accounting for
     the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed Of," and replaces the accounting and
     reporting provisions of APB Opinion No. 30, "Reporting Results of
     Operations - Reporting the Effects of Disposal of a Segment of a Business
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions," as it relates to the disposal of a segment of a business.
     SFAS No. 144 requires the use of a single accounting model for long-lived
     assets to be disposed of by sale, including discontinued operations, by
     requiring those long-lived assets to be measured at the lower of carrying
     amount or fair value less cost to sell. The impairment recognition and
     measurement provisions of SFAS No. 121 were retained for all long-lived
     assets to be held and used with the exception of goodwill. The Company
     adopted this standard on January 1, 2002, and there was no effect on our
     financial statements.

                                 F-6

<PAGE>

2.   SPECIAL UNIT OF BENEFICIAL INTEREST IN FLEET RECEIVABLES

     The Fleet Receivable SUBI Certificate represents the beneficial interest in
     all of the fleet receivables acquired by Raven and contributed to DLPT. The
     fleet receivables include customer payment obligations arising from fuel
     card programs, vehicle maintenance charges, company-owned billings
     (billings for vehicles that are not leased by DLPT) and accident management
     services. DLPT issued the Fleet Receivable SUBI Certificate and the Excess
     Fleet Receivable SUBI Certificate to Raven. The Fleet Receivable SUBI
     Certificate is capped at $80 million. The remaining accounts receivable
     balance is represented by the Excess Fleet Receivable SUBI Certificate.

     As of December 31, 2001 and 2000, accounts receivable consisted
     of the following (in thousands):

<TABLE>
<CAPTION>
                                                             2001           2000
                                                         -------------  -------------
<S>                                                      <C>            <C>
     Accounts receivable balance                         $     146,584  $     148,565

     Allowance for doubtful accounts                            (7,359)        (4,125)
                                                         -------------  -------------
                                                               139,225        144,440

     Assignments under Fleet Receivable SUBI                   (80,000)       (80,000)

     Assignments under Excess Fleet Receivable SUBI            (59,225)       (64,440)
                                                         -------------  -------------
                                                         $           -  $           -
                                                         =============  =============
</TABLE>

     Allowance for Doubtful Accounts - An allowance for doubtful accounts is
     generally established during the period in which receivables are recorded.
     The allowance is maintained at a level deemed appropriate based on
     historical experience and other factors affecting collectibility.

3.   SPECIAL UNIT OF BENEFICIAL INTEREST IN LEASES-RELATED PARTY

     The Lease SUBI Certificate represents a beneficial interest in the leases,
     vehicles subject to those leases and paid-in advance vehicles (collectively
     "SUBI Assets"). The Lease SUBI Certificate was issued by DLPT to Raven and
     then transferred by Raven to Greyhound. In accordance with the provisions
     of SFAS No. 13, obligations under the Lease SUBI Certificate are reflected
     as borrowings in the accompanying balance sheet, and distributions under
     the Lease SUBI Certificate are reflected as payment on special unit of
     beneficial interest in leases-related party in the accompanying statements
     of operations and trust equity. The payment on special unit of beneficial
     interest in leases-related party is equal to the leasing revenue billed to
     lease customers less the depreciation on leased vehicles. Leasing revenue
     also includes management fees billed to lease customers. The payment on
     special unit of beneficial interest in leases-related party is required to
     be distributed to Raven monthly.

4.   NET INVESTMENT IN LEASES AND LEASED VEHICLES

     DLPT offers primarily three leasing arrangements to its
     customers. These arrangements are:

         Open-end Operating Leases - Under these leases, the minimum lease term
         is 12 months with a month to month renewal thereafter. In addition,
         resale of the vehicles upon termination of the lease is for the account
         of the lessee except for a minimum residual value, which DLPT
         guarantees. DLPT guarantees 16% of the original cost of the unit for
         the first 24 months of the lease and then 16% of fair market value of
         the unit at inception of the month to month renewal, thereafter. The
         guarantee is adjusted for any excess wear and tear or any excess
         mileage. The residual guarantee is recorded in vehicles under operating
         leases on the balance sheet.


                                       F-7

<PAGE>

     At December 31, 2001 and 2000, the original cost and accumulated
depreciation of vehicles under these leases was:

<TABLE>
<CAPTION>
                                                               2001               2000
                                                         -----------------  -----------------
<S>                                                      <C>                <C>
         Original cost                                   $       6,058,499  $       4,083,511
         Accumulated depreciation                               (2,926,838)        (1,140,455)
                                                         -----------------  -----------------
                                                         $       3,131,661  $       2,943,056
                                                         =================  =================
</TABLE>


     Closed-end Operating Leases - Under these leases, the minimum lease term is
     18 months or longer; however, 24 and 36 month lease terms are the most
     prevalent. These leases are cancelable under certain conditions. The
     residual values for the closed-end leases are included in the investment in
     leases and leased vehicles. Residual value estimates are made utilizing
     third party estimates and PHH's expertise. Resale of the vehicles upon
     termination is for the account of the lessor.

     At December 31, 2001 and 2000, the original cost and accumulated
depreciation of vehicles under these leases was:

<TABLE>
<CAPTION>
                                                               2001               2000
                                                         -----------------  -----------------
<S>                                                      <C>                <C>
         Original cost                                   $         209,020  $         203,523
         Accumulated depreciation                                  (66,023)           (36,832)
                                                         -----------------  -----------------
                                                          $        142,997  $         166,691
                                                         =================  =================
</TABLE>

Open-end Direct Financing Leases - These leases qualify as direct financing
leases under SFAS No. 13 because the structure of the applicable lease agreement
meets the present value criteria described therein. Under these leases, the
minimum lease term is 12 months with a month-to-month renewal thereafter. Resale
of the vehicles upon termination of the lease is for the account of the lessee
and the lessee guarantees that the lessor will receive the full residual value
of the vehicle upon lease termination. At December 31, 2001 and 2000, the net
investment in leases and leased vehicles for direct financing leases was
approximately $103 million and $138 million, respectively.

Paid-in-Advance Vehicles - Paid-in-advance vehicles represent disbursements for
vehicles that have not yet been transferred to the investment in leases and
leased vehicles balance. These vehicles will become eligible leases under the
Lease SUBI when they are delivered to the ultimate customer. Paid-in-advance
balances are allocated to open-end operating closed-end operating and open-end
direct financing leases on DLPT's balance sheet.

At December 31, 2001, future minimum lease payments to be received on DLPT's
operating and finance leases are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                       Direct
                                                      Operating       Financing
                                                       Leases          Leases          Total
                                                      ---------       ---------        -----
<S>                                                   <C>            <C>          <C>
         2002                                         $  1,092,674   $   39,759   $  1,132,433
         2003                                              924,886       32,066        956,952
         2004                                              661,516       21,036        682,552
         2005                                              348,505        8,876        357,381
         2006                                              131,922        1,656        133,578
         Thereafter                                        150,943           81        151,024
                                                      ------------   ----------   ------------

         Total                                        $  3,310,446   $  103,474   $  3,413,920
                                                      ============   ==========   ============
</TABLE>

                                 F-8
<PAGE>

     At December 31, 2001 and 2000 the net investment in leases and leased
vehicles consisted of the following (in thousands):

<TABLE>
<CAPTION>

                                                                2001             2000
                                                            ------------    ------------
<S>                                                         <C>             <C>
          Vehices under open-end operating leases           $  6,058,499    $  4,083,511
          Vehicles under closed-end operating leases             209,020         203,523
          Vehicles held for sale                                  35,788          23,210
                                                            ------------    ------------
                                                               6,303,307       4,310,244
          Less accumulated depreciation                       (2,992,861)     (1,177,287)
                                                            ------------    ------------
                                                               3,310,446       3,132,957
          Gross receivables under direct financing leases        114,452         152,248
          Unearned income                                        (10,978)        (14,604)
                                                            ------------    ------------

               Total                                        $  3,413,920    $  3,270,601
                                                            ============    ============
</TABLE>

       Leasing revenue consisted of (in thousands):

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                             June 30, 1999
                                                                                                                (date of
                                                                                                            reconstitution)
                                                                                     Year Ended                 through
                                                                                    December 31,              December 31,
                                                                           -------------------------------- -----------------
                                                                                2001             2000             1999
                                                                           ---------------  --------------- -----------------
<S>                                                                        <C>              <C>             <C>
         Operating Leases                                                  $     1,178,859  $     1,157,534 $         557,066

         Direct financing leases (primarily interest)                               32,268           30,841             8,030
                                                                           ---------------  --------------- -----------------
                                                                           $     1,211,127  $     1,188,375 $         565,096
                                                                           ===============  =============== =================
</TABLE>

5.   RELATED PARTY TRANSACTIONS

     Certain rebates received from the motor companies related to the
     acquisition of vehicles are retained by PHH and therefore not recorded in
     DLPT's accompanying financial statements. Additionally, PHH provides
     various services at no charge to DLPT, including all administrative support
     services, accounting, management, and required personnel to conduct its
     business.


                                     *******


                                       F-9


<PAGE>
PRINCIPAL OFFICE OF THE ISSUER               PRINCIPAL OFFICE OF THE SERVICER
Chesapeake Funding LLC                       PHH Vehicle Management Services LLC
307 International Circle                     307 International Circle
Hunt Valley, Maryland 21030                  Hunt Valley, Maryland 21030


                                INDENTURE TRUSTEE
                               JPMorgan Chase Bank
                              450 West 33rd Street
                            New York, New York 10036


                                  UNDERWRITERS
                                    JPMorgan
                               Wachovia Securities


                   LEGAL ADVISOR TO CHESAPEAKE FUNDING LLC AND
                       PHH VEHICLE MANAGEMENT SERVICES LLC
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036


                        LEGAL ADVISOR TO THE UNDERWRITERS
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017

<TABLE>
<S>                                         <C>                                    <C>
                                                    LUXEMBOURG
                                                CO-PAYING AGENT AND
  LUXEMBOURG LISTING AGENT                CO-TRANSFER AGENT AND CO-REGISTRAR               PAYING AGENT

Banque Generale du Luxembourg                 J.P. Morgan Chase Bank                    JPMorgan Chase Bank
    50, Avenue J.F. Kennedy                      Luxembourg, S.A.                      450 West 33rd Street
        L-2951 Luxembourg                        45 Boulevard Royal                   New York, New York 10036
                                                L-2955 Luxembourg
</TABLE>

<PAGE>
                                   Prospectus

                                  $650,000,000

                             Chesapeake Funding LLC

     $[__________] Series 2002-1 Floating Rate Callable Asset Backed Notes,
                                    Class A-1

     $[__________] Series 2002-1 Floating Rate Callable Asset Backed Notes,
                                    Class A-2

                             PHH Vehicle Management
                                  Services LLC,
                                   As Servicer

                                    JPMorgan
                               Wachovia Securities

                                May [__], 2002

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with different information. You should not
assume that the information in this prospectus is accurate on any date other
than the date of this prospectus.

We are offering these securities in any state where the offer is not permitted.

Dealers are required to deliver a prospectus when acting as underwriters of
these securities and with respect to their unsold allotments or subscriptions.
In addition, all dealers selling these securities, whether or not participating
in this offering, are required to deliver a prospectus until [__________], 2002.


<PAGE>

                                     Part II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


     Item 14.  Other Expenses of Issuance and Distribution.

              Registration Fee                               $ 59,800
              Printing and Engraving Expenses                  20,000
              Legal Fees and Expenses                               *
              Accounting Fees and Expenses                          *
              Trustee Fees and Expenses                        15,000
              Blue Sky Fees and Expenses                        5,000
              Miscellaneous                                     2,500
              Total                                          $      *
                                                             ========

     ---------------
     * To be filed by amendment.

     Item 15. Indemnification of Directors and Officers.

     Section 3817 of Chapter 38 of Title 12 of the Delaware Code provides that,
subject to such standards and restrictions, if any, set forth in the governing
instrument of a business trust, a business trust shall have the power to
indemnify and hold harmless any trustee or beneficial owner or other person from
and against any and all claims and demands whatsoever.

     Pursuant to Section 7.5 of the supplement to the servicing agreement
relating to the Lease SUBI and the Fleet Receivable SUBI, PHH Vehicle Management
Services LLC has agreed to indemnify Wilmington Trust Company, as the SUBI
trustee and the Delaware trustee, to the extent provided in Section 5.5 of the
origination trust's trust agreement. Section 5.5 of the origination trust's
trust agreement provides that each trustee of the origination trust shall be
indemnified and held harmless with respect to any loss, liability or expense,
including reasonable attorneys and other professional fees and expenses, arising
out of or incurred in connection with (a) any of the origination trust's assets
or (b) such trustee's acceptance or performance of the trusts and duties
contained in the origination trust's trust agreement; provided, however, that
the trustee shall not be indemnified or held harmless as to any claim (i)
incurred by reason of that trustee's willful misfeasance, bad faith or gross
negligence (or, with respect to the handling or disbursement of funds,
negligence) or (ii) incurred by reason of such trustee's breach of its
representations and warranties pursuant to the servicing agreement or the
origination trust's trust agreement.

     Reference is also made to the underwriting agreement among PHH Vehicle
Management Services, LLC, PHH Corporation, Chesapeake Funding LLC, J.P. Morgan
Securities Inc., First Union Securities, Inc. and the other underwriters named
therein, which provides for indemnification by the underwriters of PHH Vehicle
Management Services, LLC and Chesapeake Funding LLC and their respective
affiliates, officers, directors, employees, representatives and agents, and
controlling persons from losses, claims, damages and liability to which any such
person may become subject insofar as such losses, claims, damages, liability or
action arise out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in the prospectus or the omission or
alleged omission to state therein 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, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with any
information provided by the underwriters specifically for use in the prospectus,
and the underwriters have agreed to reimburse PHH Vehicle Management Services,
LLC and Chesapeake Funding LLC for any legal or other expenses reasonably
incurred by them in

                                      II-1

<PAGE>

connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action.

Item 16.  Exhibits and Financial Statement Schedules.

Exhibit
  No.       Description
-------     -----------
1.1*        Proposed form of Underwriting Agreement.
3.1         Certificate of Formation of Chesapeake Funding LLC (formerly known
            as Greyhound Funding LLC), incorporated by reference to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on June 30, 2000.
3.2         Certificate of Amendment to Certificate of Formation of Chesapeake
            Funding LLC (formerly known as Greyhound Funding LLC) dated April
            25, 2002.
3.3         Amended and Restated Limited Liability Company Agreement of
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC)
            dated as of October 28, 1999, incorporated by reference to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on June 30, 2000.
3.4         Amendment No. 1, dated as of April 25, 2002, to the Amended and
            Restated Limited Liability Company Agreement of Chesapeake Funding
            LLC (formerly known as Greyhound Funding LLC), dated as of October
            28, 1999.
4.1         Base Indenture dated as of June 30, 1999 between Chesapeake Funding
            LLC (formerly known as Greyhound Funding LLC) and JPMorgan Chase
            Bank (formerly known as The Chase Manhattan Bank), as Indenture
            Trustee, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on March 19, 2001.
4.2         Supplemental Indenture No. 1 dated as of October 28, 1999 between
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) and
            JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) to
            the Base Indenture dated as of June 30, 1999, incorporated by
            reference to the Amendment to the Registration Statement on Form S-1
            (File no. 333-40708) filed with the Securities and Exchange
            Commission on March 19, 2001.
4.3*        Form of Indenture Supplement between Chesapeake Funding LLC and
            JPMorgan Chase Bank, as Indenture Trustee.
4.4*        Form of Notes (included in Exhibit 4.3).
5           Opinion of White & Case LLP regarding the legality of the Notes
            being registered.
8.1         Opinion of White & Case LLP regarding certain tax matters.
8.2         Opinion of White & Case LLP regarding treatment of the Notes as debt
            for tax purposes.
8.3         Opinion of Richards, Layton & Finger regarding certain Delaware
            state tax matters.
8.4         Opinion of Piper Marbury Rudnick & Wolfe LLP regarding certain
            Maryland state tax matters.
10.1        Amended and Restated Origination Trust Agreement, dated as of June
            30, 1999, among Raven Funding LLC, as settlor and initial
            beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee,
            and Wilmington Trust Company, as Delaware Trustee, incorporated by
            reference to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on June
            30, 2000.
10.2        Sold SUBI Supplement 1999-1A to the Origination Trust Agreement,
            dated as of June 30, 1999, among Raven Funding LLC, as settlor and
            initial beneficiary, PHH Vehicle Management Services, LLC, as UTI
            Trustee and Servicer, and Wilmington Trust Company, as Delaware
            Trustee and SUBI Trustee, incorporated by reference to the Amendment
            to the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on March 19, 2001.
10.3        Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI
            Supplement 1999-1A to the Origination Trust Agreement, dated as of
            June 30, 1999, among Raven Funding LLC, as settlor and initial
            beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee
            and Servicer, and Wilmington Trust Company, as Delaware Trustee and
            SUBI Trustee, incorporated by reference to

                                      II-2

<PAGE>

            the Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            March 19, 2001.

10.4        Sold SUBI Supplement 1999-1B to the Origination Trust Agreement,
            dated as of June 30, 1999 among Raven Funding LLC, as settlor and
            initial beneficiary, PHH Vehicle Management Services, LLC, as UTI
            Trustee and Servicer, and Wilmington Trust Company, as Delaware
            Trustee and SUBI Trustee, incorporated by reference to the Amendment
            to the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on September 26, 2001.
10.5        Origination Trust Servicing Agreement, dated as of June 30, 1999,
            between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle
            Management Services, LLC, as Servicer, incorporated by reference to
            the Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            September 26, 2001.
10.6        Sold SUBI Supplement 1999-1 to the Origination Trust Servicing
            Agreement, dated as of June 30, 1999, between D.L. Peterson Trust,
            Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH
            Vehicle Management Services, LLC, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            March 19, 2001.
10.7        Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI
            Supplement 1999-1 to the Origination Trust Servicing Agreement,
            dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington
            Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle
            Management Services, LLC, incorporated by reference to the Amendment
            to the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on March 19, 2001.
10.8        Transfer Agreement, dated as of June 30, 1999, between Raven Funding
            LLC and Chesapeake Funding LLC (formerly known as Greyhound Funding
            LLC), incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on March 19, 2001.
10.9        Amendment No. 1, dated as of June 30, 1999, to the Transfer
            Agreement, dated as of June 30, 1999, between Raven Funding LLC and
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC),
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on March 19, 2001.
10.10       Administration Agreement, dated as of June 30, 1999, by and among
            PHH Vehicle Management Services, LLC, as Administrator, Chesapeake
            Funding LLC (formerly known as Greyhound
            Funding LLC), Raven Funding LLC and JPMorgan Chase Bank (formerly
            known as The Chase Manhattan Bank), as Indenture Trustee,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on March 19, 2001.
10.11       Amendment No. 1, dated as of October 28, 1999, to the Administration
            Agreement dated as of June 30, 1999, by and among PHH Vehicle
            Management Services, LLC, as Administrator, Chesapeake Funding LLC
            (formerly known as Greyhound Funding LLC), Raven Funding LLC and
            JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
            Indenture Trustee, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on March 19, 2001.
10.12       Management Agreement, dated as of June 30, 1999, by and among Global
            Securitization Services LLC, Chesapeake Funding LLC (formerly known
            as Greyhound Funding LLC) and PHH Vehicle Management Services, LLC,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on September 26, 2001.
10.13*      Interest Rate Cap with Bank of America, National Association.
10.14*      Form of Interest Rate Cap with [JPMorgan Chase Bank].
10.15       Guarantee of PHH Corporation dated October 25, 2001, incorporated by
            reference to Greyhound Funding LLC's Annual Report on Form 10-K
            filed with the Securities and Exchange Commission on March 29, 2002.

                                      II-3
<PAGE>

10.16       Guarantee of Avis Rent-A-Car, Inc. dated October 28, 1999,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on July 10, 2001.
10.17       Asset Sale Agreement, dated as of June 30, 1999, among PHH Vehicle
            Management Services, LLC, PHH PersonaLease Corporation and Raven
            Funding LLC, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on September 26, 2001.
10.18       Receivable Purchase Agreement, dated as of June 30, 1999, by and
            between Raven Funding LLC and PHH Vehicle Management Services, LLC,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on September 26, 2001.
10.19       Contribution Agreement, dated as of June 30, 1999, between Raven
            Funding and D.L. Peterson Trust, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            September 26, 2001.
12          Statement re Computation of Ratio of Earnings to Fixed Charges.
23.1        Consent of White & Case LLP (included in its opinions filed as
            Exhibits 5, 8.1 and 8.2).
23.2        Consent of Richards, Layton & Finger (included in its opinion filed
            as Exhibit 8.3).
23.3        Consent of Piper Marbury Rudnick & Wolfe LLP (included in its
            opinion filed as Exhibit 8.4).
23.4        Consent of Deloitte & Touche LLP with respect to financial
            statements of Chesapeake Funding LLC (formerly known as Greyhound
            Funding LLC).
23.5        Consent of Deloitte & Touche LLP with respect to financial
            statements of D.L. Peterson Trust (included in Exhibit 23.4).
24          Power of Attorney (included on page II-7 hereof).
25*         Statement of Eligibility and Qualification of the Indenture Trustee
            on Form T-1.

----------------
*To be filed by amendment.

                                      II-4

<PAGE>

Item 17.  Undertakings

     The registrant hereby undertakes:

     (1) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

     (3) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in the form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

     (4) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


                                      II-5

<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Chesapeake
Funding LLC certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and each registrant certifies
that it has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hunt Valley, State
of Maryland on May 3, 2002.

                                             CHESAPEAKE FUNDING LLC


                                             By:  /s/ Joseph W. Weikel
                                                --------------------------------
                                                Name:  Joseph W. Weikel
                                                       as Manager


                                             D.L. PETERSON TRUST


                                             By:  Raven Funding LLC, solely as
                                                  settlor of the D.L. Peterson
                                                  Trust


                                             By:  /s/ Joseph W. Weikel
                                                --------------------------------
                                                Name:  Joseph W. Weikel
                                                       as Manager

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Neil J. Cashen and Bradley J. Howatt, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-6

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 3, 2002.

<TABLE>
<S>                                           <C>
           Signatures                                             Title
           ----------                                             -----

 /s/ George J. Kilroy                         Chief Executive Officer of Chesapeake Funding LLC
----------------------------------
 George J. Kilroy

 /s/ Neil J. Cashen                           Chief Financial Officer of Chesapeake Funding LLC
----------------------------------
 Neil J. Cashen

 /s/ Bradley J. Howatt                        Chief Accounting Officer of Chesapeake Funding LLC
----------------------------------
 Bradley J. Howatt

 /s/ Joseph W. Weikel                         Manager of Chesapeake Funding LLC
----------------------------------
 Joseph W. Weikel

 /s/ Kevin Burns                              Manager of Chesapeake Funding LLC
----------------------------------
 Kevin Burns

 /s/ Tony Wong                                Manager of Chesapeake Funding LLC
----------------------------------
 Tony Wong
                                              Manager, President and Chief Executive Officer
 /s/ George J. Kilroy                         of Raven Funding LLC
----------------------------------
 George J. Kilroy

                                              Manager, Executive Vice President and Chief
 /s/ Neil J. Cashen                           Financial Officer of Raven Funding LLC
----------------------------------
 Neil J. Cashen

 /s/ Bradley J. Howatt                        Chief Accounting Officer of Raven Funding LLC
----------------------------------
 Bradley J. Howatt

 /s/ David O. Taylor                          Manager of Raven Funding LLC
----------------------------------
 David O. Taylor

 /s/ Bernard J. Angelo                        Manager of Raven Funding LLC
----------------------------------
 Bernard J. Angelo

 /s/ Joseph W. Weikel                         Manager of Raven Funding LLC
----------------------------------
 Joseph W. Weikel

 /s/ Duncan H. Cocroft                        Manager of Raven Funding LLC
----------------------------------
 Duncan H. Cocroft
</TABLE>
                                      II-7

<PAGE>
                                INDEX TO EXHIBITS

                                                                 Sequential page
                                                                      number
Exhibits                                                         ---------------
--------
1.1*        Proposed form of Underwriting Agreement.
3.1         Certificate of Formation of Chesapeake Funding LLC (formerly known
            as Greyhound Funding LLC), incorporated by reference to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on June 30, 2000.
3.2         Certificate of Amendment to Certificate of Formation of Chesapeake
            Funding LLC (formerly known as Greyhound Funding LLC) dated April
            25, 2002.
3.3         Amended and Restated Limited Liability Company Agreement of
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC)
            dated as of October 28, 1999, incorporated by reference to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on June 30, 2000.
3.4         Amendment No. 1, dated as of April 25, 2002, to the Amended and
            Restated Limited Liability Company Agreement of Chesapeake Funding
            LLC (formerly known as Greyhound Funding LLC), dated as of October
            28, 1999.
4.1         Base Indenture dated as of June 30, 1999 between Chesapeake Funding
            LLC (formerly known as Greyhound Funding LLC) and JPMorgan Chase
            Bank (formerly known as The Chase Manhattan Bank), as Indenture
            Trustee, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on March 19, 2001.
4.2         Supplemental Indenture No. 1 dated as of October 28, 1999 between
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) and
            JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) to
            the Base Indenture dated as of June 30, 1999, incorporated by
            reference to the Amendment to the Registration Statement on Form S-1
            (File no. 333-40708) filed with the Securities and Exchange
            Commission on March 19, 2001.
4.3*        Form of Indenture Supplement between Chesapeake Funding LLC and JP
            Morgan Chase Bank, as Indenture Trustee.
4.4*        Form of Notes (included in Exhibit 4.3).
5           Opinion of White & Case LLP regarding the legality of the Notes
            being registered.
8.1         Opinion of White & Case LLP regarding certain tax matters.
8.2         Opinion of White & Case LLP regarding treatment of the Notes as debt
            for tax purposes.
8.3         Opinion of Richards, Layton & Finger regarding certain Delaware
            state tax matters.
8.4         Opinion of Piper Marbury Rudnick & Wolfe LLP regarding certain
            Maryland state tax matters.
10.1        Amended and Restated Origination Trust Agreement, dated as of June
            30, 1999, among Raven Funding LLC, as settlor and initial
            beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee,
            and Wilmington Trust Company, as Delaware Trustee, incorporated by
            reference to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on June
            30, 2000.
10.2        Sold SUBI Supplement 1999-1A to the Origination Trust Agreement,
            dated as of June 30, 1999, among Raven Funding LLC, as settlor and
            initial beneficiary, PHH Vehicle Management Services, LLC, as UTI
            Trustee and Servicer, and Wilmington Trust Company, as Delaware
            Trustee and SUBI Trustee, incorporated by reference to the Amendment
            to the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on March 19, 2001.
10.3        Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI
            Supplement 1999-1A to the Origination Trust Agreement, dated as of
            June 30, 1999, among Raven Funding LLC, as

-------------------------
* To be filed by amendment.

<PAGE>

            settlor and initial beneficiary, PHH Vehicle Management Services,
            LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as
            Delaware Trustee and SUBI Trustee, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            March 19, 2001.
10.4        Sold SUBI Supplement 1999-1B to the Origination Trust Agreement,
            dated as of June 30, 1999 among Raven Funding LLC, as settlor and
            initial beneficiary, PHH Vehicle Management Services, LLC, as UTI
            Trustee and Servicer, and Wilmington Trust Company, as Delaware
            Trustee and SUBI Trustee, incorporated by reference to the Amendment
            to the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on September 26, 2001.
10.5        Origination Trust Servicing Agreement, dated as of June 30, 1999,
            between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle
            Management Services, LLC, as Servicer, incorporated by reference to
            the Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            September 26, 2001.
10.6        Sold SUBI Supplement 1999-1 to the Origination Trust Servicing
            Agreement, dated as of June 30, 1999, between D.L. Peterson Trust,
            Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH
            Vehicle Management Services, LLC, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            March 19, 2001.
10.7        Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI
            Supplement 1999-1 to the Origination Trust Servicing Agreement,
            dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington
            Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle
            Management Services, LLC, incorporated by reference to the Amendment
            to
            the Registration Statement on Form S-1 (File no. 333-40708) filed
            with the Securities and Exchange Commission on March 19, 2001.
10.8        Transfer Agreement, dated as of June 30, 1999, between Raven Funding
            LLC and Chesapeake Funding LLC (formerly known as Greyhound Funding
            LLC), incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on March 19, 2001.
10.9        Amendment No. 1, dated as of June 30, 1999, to the Transfer
            Agreement, dated as of June 30, 1999, between Raven Funding LLC and
            Chesapeake Funding LLC (formerly known as Greyhound Funding LLC),
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on March 19, 2001.
10.10       Administration Agreement, dated as of June 30, 1999, by and among
            PHH Vehicle Management Services, LLC, as Administrator, Chesapeake
            Funding LLC (formerly known as Greyhound Funding LLC), Raven Funding
            LLC and JPMorgan Chase Bank (formerly known as The Chase Manhattan
            Bank), as Indenture Trustee, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            March 19, 2001.
10.11       Amendment No. 1, dated as of October 28, 1999, to the Administration
            Agreement dated as of June 30, 1999, by and among PHH Vehicle
            Management Services, LLC, as Administrator, Chesapeake Funding LLC
            (formerly known as Greyhound Funding LLC), Raven Funding LLC and
            JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
            Indenture Trustee, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on March 19, 2001.
10.12       Management Agreement, dated as of June 30, 1999, by and among Global
            Securitization Services LLC, Chesapeake Funding LLC (formerly known
            as Greyhound Funding LLC)
<PAGE>

            and PHH Vehicle Management Services, LLC, incorporated by reference
            to the Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            September 26, 2001.
10.13*      Interest Rate Cap with Bank of America, National Association.
10.14*      Form of Interest Rate Cap with [JPMorgan Chase Bank].
10.15       Guarantee of PHH Corporation dated October 25, 2001, incorporated by
            reference to Chesapeake Funding LLC's Annual Report on Form 10-K
            filed with the Securities and Exchange Commission on March 29, 2002.
10.16       Guarantee of Avis Rent-A-Car, Inc. dated October 28, 1999,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on July 10, 2001.
10.17       Asset Sale Agreement, dated as of June 30, 1999, among PHH Vehicle
            Management Services, LLC, PHH PersonaLease Corporation and Raven
            Funding LLC, incorporated by reference to the Amendment to the
            Registration Statement on Form S-1 (File no. 333-40708) filed with
            the Securities and Exchange Commission on September 26, 2001.
10.18       Receivable Purchase Agreement, dated as of June 30, 1999, by and
            between Raven Funding LLC and PHH Vehicle Management Services, LLC,
            incorporated by reference to the Amendment to the Registration
            Statement on Form S-1 (File no. 333-40708) filed with the Securities
            and Exchange Commission on September 26, 2001.
10.19       Contribution Agreement, dated as of June 30, 1999, between Raven
            Funding and D.L. Peterson Trust, incorporated by reference to the
            Amendment to the Registration Statement on Form S-1 (File no.
            333-40708) filed with the Securities and Exchange Commission on
            September 26, 2001.
12          Statement re Computation of Ratio of Earnings to Fixed Charges.
23.1        Consent of White & Case LLP (included in its opinions filed as
            Exhibits 5, 8.1 and 8.2).
23.2        Consent of Richards, Layton & Finger (included in its opinion filed
            as Exhibit 8.3).
23.3        Consent of Piper Marbury Rudnick & Wolfe LLP (included in its
            opinion filed as Exhibit 8.4).
23.4        Consent of Deloitte & Touche LLP with respect to financial
            statements of Chesapeake Funding LLC (formerly known as Greyhound
            Funding LLC).
23.5        Consent of Deloitte & Touche LLP with respect to financial
            statements of D.L. Peterson Trust (included in Exhibit 23.4).
24          Power of Attorney (included on page II-7 hereof).
25*         Statement of Eligibility and Qualification of the Indenture Trustee
            on Form T-1.

--------------------
*     To be filed by amendment.