As filed with the Securities and Exchange Commission on November 8, 2002

                                                   Registration No. 333-99153
                                                                    333-99153-01
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        Pre-Effective Amendment No. 1 to
                                    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)
<TABLE>
<S>                                                                                                  <C>
                  DELAWARE                                                                                 51-0391968
(State or other jurisdiction of incorporation                                                           (I.R.S. Employer
              or organization)                                                                       Identification Number)
</TABLE>

                               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)

<TABLE>
<S>                                                  <C>                                             <C>
                  DELAWARE                                       7389                                      11-3499573
(State or other jurisdiction of incorporation        (Primary Standard Industrial                       (I.R.S. Employer
              or organization)                        Classification Code Number)                    Identification Number)
</TABLE>

                            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
                          Executive Vice President and
                               Corporate Secretary
                               Cendant Corporation
                         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>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      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 (4)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                    <C>                         <C>
Asset Backed Notes, Class A-1         $306,000,000              100%(1)                $306,000,000                $28,152
------------------------------------------------------------------------------------------------------------------------------------
Asset Backed Notes, Class A-2         $294,000,000              100%(1)                $294,000,000                $27,048
------------------------------------------------------------------------------------------------------------------------------------
Asset Backed Notes, Class B           $ 53,880,000              100%(1)               $  53,880,000                $ 4,957
------------------------------------------------------------------------------------------------------------------------------------
1999-1A Sold SUBI Certificate              (2)                    (3)                       (3)                      (3)
------------------------------------------------------------------------------------------------------------------------------------
Class X 1999-1B Sold SUBI                  (2)                    (3)                       (3)                      (3)
     Certificate
====================================================================================================================================

(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.

(4)  Previously paid.

     * 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 Registrants hereby amend this Registration  Statement on such date or dates as may be necessary to delay its effective date
until the Registrants 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.
===================================================================================================================
</TABLE>
<PAGE>

                Subject to Completion, Dated November 8, 2002

PROSPECTUS

$255,000,000 Series 2002-2 Floating Rate Callable Asset Backed Notes, Class A-1
$245,000,000 Series 2002-2 Floating Rate Callable Asset Backed Notes, Class A-2
$44,900,000 Series 2002-2 Floating Rate Callable Asset Backed Notes, Class B

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                  Class B
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                        <C>                       <C>
Principal Amount                              $255,000,000               $245,000,000              $44,900,000
---------------------------------------------------------------------------------------------------------------------
Price                                         $255,000,000               $245,000,000              $44,900,000
                                                  (100%)                    (100%)                    (100%)
---------------------------------------------------------------------------------------------------------------------
Underwriters' Commissions                     $[______]                  $[______]                 $[______]
                                              ([______]%)                ([______]%)               ([______]%)
---------------------------------------------------------------------------------------------------------------------
Proceeds to the Issuer                        $[______]                  $[______]                 $[______]
                                              ([______]%)                ([______]%)               ([______]%)
---------------------------------------------------------------------------------------------------------------------
Interest Rate                           one-month LIBOR +          one-month LIBOR +         one-month LIBOR +
                                        [______]% p.a.             [______]% p.a.            [______]% p.a.
---------------------------------------------------------------------------------------------------------------------
Interest Payment Dates                  monthly on the 7th         monthly on the 7th        monthly on the 7th
---------------------------------------------------------------------------------------------------------------------
First Interest Payment Date             January 7, 2003            January 7, 2003           January 7, 2003
---------------------------------------------------------------------------------------------------------------------
First Call Date                         payment date in May 2004   payment date in May 2004  payment date in May 2004
---------------------------------------------------------------------------------------------------------------------
Final Maturity Date                     payment date in November   payment date in           payment date in
                                        2007                       November 2014             November 2014
---------------------------------------------------------------------------------------------------------------------
</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
$544,900,000.

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

The aggregate  proceeds to the issuer,  before deducting expenses payable by the
issuer estimated to be $800,000, 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 14.

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.

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

                       Underwriters of the Class A Notes
JPMorgan                                                        Barclays Capital
Joint Bookrunner                                                Joint Bookrunner
Banc of America Securities LLC
                    Blaylock & Partners, L.P.
                                             Scotia Capital
                                                            Wachovia Securities
                       Underwriters of the Class B Notes
JPMorgan                                                                   Barclays Capital

</TABLE>

                 The date of this prospectus is [______], 2002.

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.
<PAGE>

                                Table of Contents

Notice About Information in This Prospectus....................................1
Where You Can Find More Information............................................1
Transaction Structure..........................................................2
Transaction Overview...........................................................3
Summary of Terms of Series 2002-2 Notes........................................4
Structural Summary.............................................................6
Risk Factors..................................................................14
The Characteristics of the Leases and the Lessees May Change Over Time........14
Declines in Market Value of Leased Vehicles Could Reduce Payments to You......14
Repayment of Your Series 2002-2 Notes is Limited Solely to Our Assets.........15
Repayment of Your Series 2002-2 Notes May be Dependent On Payments Made
  Under the Interest Rate Caps................................................16
You May Receive Principal Payments Earlier or Later than Anticipated..........16
Our Indirect Ownership of the Leases, the Vehicles and the Receivables
  Could Result in Reduced Payments to You.....................................19
Insolvency or Bankruptcy of Vehicle Management Services Could Result
 in Delayed or Reduced Payments to You........................................21
Subordination of the Class B Notes............................................22
Our Issuance of Additional Series of Notes May Affect the Timing of
  Payments to You.............................................................22
You May Not Be Able to Resell Your Series 2002-2 Notes........................22
Withdrawal or Downgrading of the Initial Ratings of the Series 2002-2
  Notes Will Affect the Prices of the Series 2002-2 Notes Upon Resale.........22
Use of Proceeds...............................................................23
Chesapeake Funding............................................................23
Raven Funding.................................................................30
Vehicle Management Services...................................................31
Selected Financial and Performance Data.......................................39
Allocation of Leases and Vehicles to Lease SUBI...............................44
Characteristics of Leases Allocated to Lease SUBI.............................44
Maturity Assumptions..........................................................53
Description of the Series 2002-2 Notes........................................60
The Indenture.................................................................74
Security for the Series 2002-2 Notes..........................................81
Credit Enhancement............................................................87
The Origination Trust and the Servicing Agreement.............................88
The Receivables Purchase Agreement, the Asset Purchase Agreement and
  the Contribution Agreement.................................................101
Material Legal Aspects of the Origination Trust..............................104
Material Legal Aspects of the Leases and the Vehicles........................107
Certain Employee Benefit Plan Considerations.................................108
Material Federal and Certain State Income Tax Consequences...................110
Underwriting.................................................................115
Legal Matters................................................................118
Listing and General Information..............................................118
Experts......................................................................118
Glossary of Terms............................................................G-1
Index to Financial Statements of D.L. Peterson Trust.........................F-1

                                      -i-
<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 the
series 2002-2 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 filed
          with the SEC on March 29, 2002;

     o    Chesapeake Funding LLC (formerly known as Greyhound Funding LLC)
          Current Report on Form 8-K filed with the SEC on April 12, 2002; and

     o    Chesapeake Funding LLC Quarterly Reports on Form 10-Q filed with the
          SEC on May 10, 2002 and August 14, 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 2002-2 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.

                                      -1-
<PAGE>

                              Transaction Structure

                               [GRAPHIC OMITTED]

                                      -2-
<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 and
     the lessor under all of the leases originated by Vehicle Management
     Services. D.L. Peterson Trust also has title to all of the 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 2002-2 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 2002-2 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 2002-2 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 2002-2 notes, including the reserve account and the
     yield supplement account.

                                      -3-
<PAGE>

                     Summary of Terms of Series 2002-2 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:       November [__], 2002

Closing Date:       November [__], 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 2002-2 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

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                     Class A-1               Class A-2              Class B
<S>                                  <C>                     <C>                    <C>
Initial Principal Amount:            $255,000,000            $245,000,000           $44,900,000
Interest Rate:                       one-month LIBOR +       one-month LIBOR +      one-month LIBOR +
                                     [______]% p.a.          [______]% p.a.         [______]% p.a.
Interest Accrual Method:             actual/360              actual/360             actual/360
Interest Payment Dates:              monthly (7th)           monthly (7th)          monthly (7th)
Interest Rate Index Reset Date:      2 business days before  2 business days        2 business days
                                     each payment date       before each payment    before each payment
                                                             date                   date
First Interest Payment Date:         January 7, 2003         January 7, 2003        January 7, 2003
Record Date:                         last business day of    last business day of   last business day of
                                     the calendar month      the calendar month     the calendar month
                                     before each payment     before each payment    before each payment
                                     date                    date                   date
First Call Date:                     payment date in         payment date in        payment date in
                                     May 2004                May 2004               May 2004
Final Maturity Date:                 payment date in         payment date in        payment date in
                                     November 2007           November 2014          November 2014
Anticipated Ratings:                 Aaa/AAA*                Aaa/AAA*               A2/A*
ERISA Eligible:                      Yes**                   Yes**                  Yes**
Application for Exchange Listing
Will be Made:                        Luxembourg              Luxembourg             Luxembourg
Minimum Denomination:                $1,000 and multiples    $1,000 and multiples   $1,000 and multiples
                                     thereof                 thereof                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,

     o    amounts available in a yield supplement account and

     o    in the case of the class A-1 notes and the class A-2 notes, the
          subordination of the class B notes to the class A-1 notes and class
          A-2 notes.

Principal Payments:

     o    Unless there is an amortization event, the amortization period will
          begin on March 18, 2004 and we will begin making principal payments on
          the series 2002-2 notes on May 7, 2004.

     o    Principal payments on the series 2002-2 notes will be applied to the
          class A-1 notes until paid in full, then to the class A-2 notes until
          paid in full and then to the class B notes until paid in full. If an
          amortization event occurs because an event of default in respect of
          the series 2002-2 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 2002-2 notes will be
          applied to the class A-1 notes and the class A-2 notes on a pro rata
          basis until paid in full and then to the class B notes 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.

                                      -5-
<PAGE>

                               Structural Summary

     In this summary we briefly describe the major structural  components of the
series 2002-2 notes and the sources of payment for them. To fully understand the
terms of the series  2002-2 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 an indirect  wholly-owned
subsidiary of Cendant  Corporation,  and Vehicle  Management  Services became an
indirect 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".

The Series 2002-2 Notes

The series 2002-2 notes are our  obligations  and bear interest at the rates and
are payable on the dates stated in the summary of terms of series 2002-2 notes.

The  series  2002-2  notes,  together  with all  other  notes  issued  under the
indenture, are secured by substantially all of our assets.

                                      -6-
<PAGE>

For more  information on the series 2002-2 notes, see "Description of the Series
2002-2 Notes".

Repayment of the Series 2002-2 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
          2002-2 notes.

We will be solely liable for payments on the series 2002-2 notes.

The timing of principal payments on the series 2002-2 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 2002-2 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  2002-2  notes  generally  will be made to the
holders of the series 2002-2 notes  sequentially.  No principal  will be paid on
the  class A-2 notes  until  the  class  A-1  notes  have been paid in full.  No
principal  will be paid on the  class B notes  until the class A-1 notes and the
class A-2 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  2002-2 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  2002-2  notes  will be made on a pro rata basis to the class A-1
notes and the class A-2 notes  until they have been paid in full and then to the
class B notes until they have been paid in full.

Optional Prepayment

We will have the option to prepay the series 2002-2  notes,  in whole but not in
part, on any payment date after the April 2004 payment date.

For more information  about our optional  prepayment of the series 2002-2 notes,
see "Description of the Series 2002-2 Notes--Optional Prepayment".

Final Maturity Dates

Any unpaid principal of any class of series 2002-2 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 any class of notes, the amount of collections
available  to pay  principal on such 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 B 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 2002-2 notes
and  the   amortization   period,   see   "Description   of  the  Series  2002-2
Notes--Payment of Principal" and "Maturity Assumptions".

Collateral

The series  2002-2  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  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

                                      -7-
<PAGE>

          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 2002-2 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 2002-2  notes,  see
"Security for the Series 2002-2 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 September  19, 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 an indirect 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 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

                                      -8-
<PAGE>

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  2002-2
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.

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 2002-2 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 2002-2 notes bear interest. See "Security for the Series 2002-2

                                      -9-
<PAGE>

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
2002-2 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  2002-2  notes bear  interest.  See  "Security  for the
Series 2002-2  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 2002-2 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 5.163% of the initial  aggregate  principal  amount of
the series 2002-2 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 increase to 5.871% or 6.787%
of the initial  aggregate  principal amount of the series 2002-2 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 various series of preferred membership interests that we have
               issued previously 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  2002-2  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 2002-2 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 $11,236,000  which is 2.062% of the aggregate  initial principal
     amount of the series 2002-2 notes and

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

                                      -10-
<PAGE>

     o    interest and principal on the series 2002-2 notes

     o    dividends on any preferred membership interests that we may issue from
          time to time relating to the series 2002-2 notes and

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 2002-2 notes and any preferred  membership  interests  that we may
issue from time to time relating to the series 2002-2 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  2002-2
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 2002-2 notes,

          o    dividends on any preferred membership interests that we may issue
               from time to time relating to the series 2002-2 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 2002-2 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 2002-2 notes and any  preferred  membership  interests  that we may issue
from time to time relating to the series 2002-2 notes.

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 2002-2 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  October  7,  2002,  there was  $2,840,609  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 2002-2 Notes--Bank Accounts--Gain on Sale Account".

                                      -11-
<PAGE>

Subordination of the Class B Notes

The class B notes will be  subordinated to the class A-1 notes and the class A-2
notes so that (i) no payments on account of principal shall be made with respect
to the class B notes until the class A-1 notes and the class A-2 notes have been
paid in full and (ii) no  payments  on  account of  interest  shall be made with
respect to the class B notes until all payments of interest then due and payable
with respect to the class A-1 notes and the class A-2 notes have been made.  For
more  information  about  the  subordination  of the  class B notes,  see  "Risk
Factors--Subordination of Class B Notes."

Other Series of Notes

We will have four 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  2002-2 notes on each
payment  date will be based on the  origination  trust  assets  allocable to the
series 2002-2 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 2002-2 notes to pay the servicing  fee, after
the  payment of  interest  on the series  2002-2  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 2002-2 notes prior to the payment
of interest on the series 2002-2 notes. For additional  information on the funds
available  to pay the  servicing  fee,  see  "Description  of the Series  2002-2
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 2002-2 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 2002-2 notes.  The amount of the servicing fee in excess
of the base  servicing  fee will be payable on each  payment  date to the extent
that funds are available in the  collection  account for the series 2002-2 notes
after the payment of all other  amounts  payable out of the  collections  on the
origination  trust assets  allocated  to the series  2002-2 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
2002-2  notes and payable to the  administrator  out of the  collections  on the
origination  trust assets  allocated to the series  2002-2 notes on each payment
date will be based on the  origination  trust  assets  allocable  to the  series
2002-2 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 2002-2 notes to pay the fee,
after the payment of interest on the series  2002-2 notes and the portion of the
base servicing fee allocable to the series 2002-2 notes.

Risk Factors

The series 2002-2 notes are highly  structured  and as a result an investment in
the series 2002-2 notes  involves  material  risks.  Before you purchase  series
2002-2 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  2002-2 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 2002-2 note, each holder or beneficial owner will agree to
treat the series 2002-2

                                      -12-
<PAGE>

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 2002-2 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  2002-2 notes,  see  "Material  Federal and Certain State
Income Tax Consequences".

ERISA Considerations

We expect that the series 2002-2 notes will be eligible for purchase by employee
benefit  plans.  However,  employee  benefit plans  contemplating  a purchase of
series 2002-2 notes should consult their counsel  before making a purchase.  See
"Certain Employee Benefit Plan Considerations".

Ratings

The class A-1 notes and class A-2 notes will be issued only if they are rated in
the highest long-term category by either Moody's or Standard & Poor's. The class
B notes will be issued only if they are rated at least "A2" by Moody's or "A" by
Standard & Poor's. A rating is not a recommendation to purchase, hold or sell
any class of the series 2002-2 notes, inasmuch as that rating does not comment
on market price or suitability for a particular investor. A rating of any class
of the series 2002-2 notes addresses the likelihood of the payment of principal
and interest on the series 2002-2 notes of that class in accordance with their
terms. We cannot assure you that any 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.

                                      -13-
<PAGE>

                                  Risk Factors

     The following is a summary of the principal risk factors in an investment
in the series 2002-2 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 2002-2 notes.


The Characteristics
of the Leases and
the Lessees May
Change Over Time    Under the terms of the indenture, during the revolving
                    period, collections allocated to the series 2002-2 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. In addition, the credit quality of the lessees
                    under the existing leases and/or additional leases may
                    decline subsequent to the date such leases were entered into
                    by the origination trust. Consequently, the overall
                    characteristics of the leases and the overall credit quality
                    of the lessees may change significantly over time with the
                    addition of additional leases arising under the existing
                    master lease agreements and new master lease agreements
                    and/or changes in the credit quality of individual 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. In
                    addition, it is possible that a deterioration in the overall
                    credit quality of the lessees under the leases could result
                    in delinquencies and losses in future periods that exceed
                    the historical losses on the origination trust's lease
                    portfolio and/or a downgrading of the rating assigned to the
                    series 2002-2 notes by any rating agency rating such notes.

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.

                                      -14-
<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 2002-2
                    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 2002-2
Notes is Limited
Solely to Our
Assets              Your series 2002-2 notes are our obligations only and you
                    will have recourse for payments on your series 2002-2 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 2002-2
                    notes, and the collateral pledged to the indenture trustee
                    for the benefit of the holders of the series 2002-2 notes
                    only. We are not required to 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
                    2002-2 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.

                                      -15-
<PAGE>

Repayment of Your
Series 2002-2
Notes May be
Dependent On
Payments Made
Under the
Interest Rate
Caps                On 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 JPMorgan
                    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 2002-2
                    notes on the first payment date following the month during
                    which that event occurred. Amounts available to pay
                    principal on the series 2002-2 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 and
                    after the class A-2 notes are paid in full to the holders of
                    the class B notes until such time as the class B 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 2002-2 notes will
                    be applied to the class A-1 notes and the class A-2 notes on
                    a pro rata basis until such time as the class A-1 notes and
                    the class A-2 notes have been paid in full and then to the
                    class B notes until such time as the class B notes have been
                    paid in full. You will bear any reinvestment risk due to the
                    early payment of the principal of your series 2002-2 notes.
                    If an amortization event occurs, the average life of your
                    series 2002-2 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%,

                    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

                                      -16-
<PAGE>

                         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 2002-2 notes on two
                         consecutive payment dates or

                    o    the occurrence of an event of default with respect to
                         your series 2002-2 notes under the indenture.


                    For more information about the amortization events, see
                    "Description of the Series 2002-2 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 2002-2 notes for two
                    consecutive payment dates.

                    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.

                                      -17-
<PAGE>

                    --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 2002-2 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 2002-2 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
                    2002-2 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".

                    Prepayment of Series 2002-2 Notes

                    We may prepay the series 2002-2 notes, in whole but not in
                    part, without premium, on any payment date after the April
                    2004 payment date. You will bear any reinvestment risk due
                    to the early payment of the principal of your series 2002-2
                    notes.

                    Payment Rates

                    If one of the specified amortization events does not occur
                    earlier, principal payments on the series 2002-2 notes will
                    begin on the payment date in May 2004. 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 the series
                    2002-2 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 and after the
                    class A-2 notes are paid in full to the holders of the class
                    B notes until such time as the class B notes are paid in
                    full.

                                      -18-
<PAGE>

                    The actual rate of amortization of principal of your series
                    2002-2 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 2002-2 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
                    2002-2 notes or that any class of your series 2002-2 notes
                    will be fully paid on or prior to any particular payment
                    date, including its final maturity date.

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

                                      -19-
<PAGE>

                    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 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 2002-2 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


                                  -20-
<PAGE>

                    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.

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.

                                      -21-
<PAGE>

Subordination
of the Class
B Notes             The class B notes are subordinated to the class A-1 notes
                    and the class A-2 notes. Accordingly, no payments in respect
                    of principal will be made to the holders of the class B
                    notes until the class A-1 notes and the class A-2 notes have
                    been paid in full, and payments of interest in respect of
                    the class B notes will only be made after all payments of
                    interest that are due and payable to the holders of the
                    class A-1 notes and the class A-2 notes have been made in
                    full. Accordingly, if there are insufficient funds allocable
                    to pay the class A-1 notes, the class A-2 notes and the
                    class B notes the full amount of any payments that are due
                    on any given date, the holders of the class B notes will
                    absorb the entire amount of such deficiency, up to the
                    aggregate amount due to such holders on such date. In
                    addition, if the aggregate amounts collected from the
                    collateral securing the series 2002-2 notes is insufficient
                    to pay all amounts due and owing in respect of the series
                    2002-2 notes in full, the holders of the class B notes will
                    absorb the entire amount of such deficiency, up to the
                    aggregate amount due to such holders.

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
2002-2 Notes        The  underwriters  may assist in resales of any class of the
                    series  2002-2  notes but they are not  required to do so. A
                    secondary  market  for  your  series  2002-2  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 2002-2 notes.

Withdrawal or
Downgrading of
the Initial
Ratings of the
Series 2002-2
Notes Will
Affect the
Prices of the
Series 2002-2
Notes Upon
Resale              It is a condition to our issuance of the series 2002-2 notes
                    that the class A-1 and class A-2 notes be rated in the
                    highest rating category by either Standard & Poor's or
                    Moody's and that the class B notes be rated either at least
                    "A2" by Moody's or "A" by Standard & Poor's. These ratings
                    will reflect the assessment of each of the rating agencies
                    of the likelihood that the holders of such class of the
                    series 2002-2 notes will receive the payments of interest on
                    the series 2002-2 notes on each payment date and the payment
                    of principal of such class of the series 2002-2 notes on the
                    respective final maturity dates of such class. The ratings
                    will be based primarily on an assessment of

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

                                      -22-
<PAGE>

                    o    the initial level of lease overcollateralization
                         supporting the series 2002-2 notes,

                    o    the underlying credit quality of Vehicle Management
                         Services' customer base,

                    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 any class of the
                    series 2002-2 notes after the series 2002-2 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 2002-2 notes.

                                 Use of Proceeds

     We estimate that the net proceeds from the sale of the series 2002-2 notes
will be approximately $540,010,425 after deducting underwriting commissions and
estimated offering expenses payable by us. We will use $11,236,000 of the net
proceeds from the sale of the series 2002-2 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 and redeem in part our series 1999-3 senior preferred
membership interests. As of October 7, 2002, there were $1,047,966,464 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
2.06%. 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.

                                      -23-
<PAGE>

Capitalization

     The following table sets forth our capitalization as of September 30, 2002
on an actual basis and on a pro forma basis giving effect to

     o    the issuance of $544,900,000 of the series 2002-2 notes,

     o    the assumed repayment of $528,774,425 of the series 1999-3 notes and
          redemption of the related senior preferred membership interests with a
          portion of the net proceeds of the series 2002-2 notes and

     o    the capital contribution by Raven Funding to us of a $53,289,000
          demand note issued by Vehicle Management Services:

<TABLE>
<CAPTION>
                                                                        Actual                  Pro Forma
                                                                 ----------------------    ---------------------
<S>    <C>  <C>                                                    <C>                      <C>
Series 1999-2 notes...........................................     $      268,086,087       $      268,086,087
Series 1999-3 notes...........................................          1,039,966,564              549,905,281
Series 2001-1 notes...........................................            750,000,000              750,000,000
Series 2002-1 notes...........................................            650,000,000              650,000,000
Series 2002-2 notes...........................................                      -              544,900,000
Series 1999-2 senior preferred membership interests...........             93,080,911               93,080,911
Series 1999-3 senior preferred membership interests ..........            135,495,997               96,782,855
Series 2001-1 senior preferred membership interests...........             72,587,142               72,587,142
Series 2002-1 senior preferred membership interests...........             62,908,543               62,908,543
Common membership interest (1)................................            454,531,477              505,151,702
Equity and other liabilities..................................            219,496,925              219,496,925
                                                                 ----------------------    ---------------------
         Total................................................         $3,746,153,646            $3,812,899,446
                                                                 ======================    =====================

-------------------
(1)  On the closing date, Raven Funding will increase its common membership
     interest in us by contributing to us a $53,289,000 demand note issued by
     Vehicle Management Services. We can call on the demand note from time to
     time in whole or in part at our discretion, with any calls by us reducing
     the available principal amount thereof. The demand note is not and will not
     be pledged as collateral to secure any series of notes.

</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 the series
of 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 class
A-1 notes and class A-2 notes of the series 2002-2 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 were paid in full on May 7, 2002. The
class A-2 notes of the series 1999-2 notes 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-2
notes of the series 1999-2 notes was $233,510,454 as of October 7, 2002. The
final maturity date of the class A-2 notes of the series 1999-2 notes is the
October 2011 payment date. The series 1999-2 senior preferred membership
interests that relate to the series 1999-2 notes provide for dividends to accrue
thereon 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 general terms of all series of senior preferred
membership interests, see "--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

                                      -24-
<PAGE>

multi-seller commercial paper conduits. The series 1999-3 senior preferred
membership interests that relate to the series 1999-3 notes 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 class A-1
notes and class A-2 notes of the series 2002-2 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 series 2001-1 senior
preferred membership interests are held 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 terms of the series 2002-1 notes are similar to those of the class A-1
notes and the class A-2 notes of the series 2002-2 notes. The class A-1 notes of
the series 2002-1 notes, in an aggregate principal amount of $295,000,000, bear
interest at one-month LIBOR plus 0.20% per annum and the class A-2 notes of the
series 2002-1 notes, in an aggregate principal amount of $355,000,000, bear
interest at one-month LIBOR plus 0.27% per annum. The revolving period for the
series 2002-1 notes will end on the November 2003 Period End Date. The final
maturity date of the class A-1 notes of the series 2002-1 notes is the June 2007
payment date and the final maturity date of the class A-2 notes of the series
2002-1 notes is the June 2014 payment date. The series 2002-1 senior preferred
membership interests are held by a third subsidiary of Raven Funding. This
subsidiary financed the purchase of the series 2002-1 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 2002-1 senior preferred membership interests at one-month LIBOR plus
1.70% per annum.

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

<TABLE>
<S>                                                             <C>
Series 1999-2 Notes
      Class A-2 notes initial principal amount..............    $450,000,000
         interest rate......................................    one-month LIBOR plus 0.35%
         commencement of amortization.......................    May 2002 payment date
         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 (inclusive of required reserve account amount)
         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

                                      -25-
<PAGE>

                                                                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 (inclusive of required reserve account amount)
           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 call 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
         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 (inclusive of required reserve account amount)
         Required reserve account amount....................    $16,903,500

Series 2002-1 Notes
      Class A-1 notes initial principal amount..............    $295,000,000
         interest rate......................................    one-month LIBOR plus 0.20%
         scheduled commencement of amortization.............    Period End Date in November 2003
         final maturity date................................    June 2007 payment date
         first call date....................................    January 2004 payment date
      Class A-2 notes initial principal amount..............    $355,000,000
         interest rate......................................    one-month LIBOR plus 0.27%
         scheduled commencement of amortization.............    payment date on which Class A-1 notes are paid in full
         final maturity date................................    June 2014 payment date
         first call date....................................    January 2004 payment date
      Credit Enhancement
         Required enhancement amount........................    at least 14.9425% of the initial principal amount of the series
                                                                2001-1 notes (inclusive of required reserve account amount)
         Required reserve account amount....................    $14,649,700
</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.

                                      -26-
<PAGE>

     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>
   Kevin Burns                33       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           48       Manager and Senior    1999              Senior Vice President, General Counsel
                                       Vice President                          of Vehicle Management Services since
                                                                               2001.  Previously  General Counsel for
                                                                               Vehicle Management Services.
   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 of
                                       Officer and                             Vehicle Management Services since
                                       President                               2001.  Previously Senior Vice President
                                                                               for Vehicle Management Services.
   Neil J. Cashen             48       Chief Financial       1999              Executive Vice President and Chief
                                       Officer                                 Operating Officer of Vehicle Management
                                                                               Services since 2001.  Previously Senior
                                                                               Vice President of Finance for Vehicle
                                                                               Management Services.
   Bradley J. Howatt          41       Chief Accounting      2002              Vice President and Controller of
                                       Officer                                 Vehicle Management Services since
                                                                               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:

                                      -27-
<PAGE>

     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,

     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 2002-2 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.

                                      -28-
<PAGE>

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,

     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 2002-2 Senior Preferred Membership Interests. We will not issue any
series of senior preferred membership interests relating to the series 2002-2
notes on the closing date but we may do so in the future. As a condition to our
issuance of series 2002-2 senior preferred membership interests, we will be
required to obtain 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 senior 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 2002-2 senior preferred membership interests
will result in an increase in the Yield Shortfall Amount.

     Series 2002-2 Junior Preferred Membership Interests. We will not issue any
series of junior preferred membership interests relating to the series 2002-2
notes on the closing date but we may do so at a later date. As a condition to
our issuance of series 2002-2 junior preferred membership interests, we will be
required to obtain 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 2002-2 junior preferred membership interests
will result in an increase in the Yield Shortfall Amount.

     Ownership of Preferred Membership Interests. Set forth below is information
regarding ownership of our preferred membership interests as of October 7, 2002:

                                      -29-
<PAGE>

<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 - Suite 1715
                                              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

     Series 2002-1 Senior Preferred           Inner Harbor 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.
Christopher T. Burt 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. Burt 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, Christopher T. Burt and Bernard J. Angelo. Mr. Burt and Mr.
Angelo, each an employee 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 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

                                      -30-
<PAGE>

     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.

                           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,

                                      -31-
<PAGE>

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 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,

                                      -32-
<PAGE>

     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

     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 lease agreements provide for a minimum lease term of twelve months
after which the lease may be continued at the lessee's election for successive
monthly renewals. 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

                                      -33-
<PAGE>

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 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.

                                      -34-
<PAGE>

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.

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.

                                      -35-
<PAGE>

     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,

     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

                                      -36-
<PAGE>

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, 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 lease 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 lease 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.

                                      -37-
<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 the customer accepts delivery of the vehicle. If Vehicle Management
Services receives the delivery receipt after the Period End Date in a month, the
customer will be billed at the beginning of the second month following
acceptance of the vehicle. 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
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 acceptance of the vehicle by the customer. 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 auction or other wholesale or
consignment programs. At dealer and public auctions, Vehicle Management Services
vehicles are clearly identified and Vehicle Management Services representatives
are typically 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.

                                      -38-
<PAGE>

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 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".

                     Selected Financial and Performance Data

     The following discussions should be read in conjunction with our audited
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 and our unaudited condensed financial statements and accompanying notes
thereto incorporated in this prospectus by reference to our report on Form 10-Q
for the three months ended June 30, 2002. Unless otherwise noted, all dollar
amounts are in thousands.

Selected Financial Data

     The selected financial data of Chesapeake Funding LLC as of December 31,
2001, 2000 and 1999 and for the years ended December 31, 2001 and 2000 and the
period from June 24, 1999 (our inception) through December 31, 1999 have been
taken or 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. The selected financial data of
Chesapeake Funding LLC as of June 30, 2002 and for the six months ended June 30,
2002 and 2001 have been taken or are derived from and should be read in
conjunction with our unaudited condensed financial statements for those periods
and are incorporated in this prospectus by reference to our report on Form 10-Q
for the three months ended June 30, 2002.

                                      -39-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                 Period from
                                                                                                                June 24, 1999
                                                                                                                 (inception)
                                                          Six Months                      Year Ended               Through
                                                        Ended June 30,                   December 31,            December 31,
                                                  --------------------------      ---------------------------   --------------
                                                     2002            2001            2001            2000            1999
                                                  ----------     -----------      ------------    -----------   --------------
<S>                                               <C>             <C>             <C>             <C>             <C>
Statement of Income Data:
   Income from Investments in Related
     Party Special Unit of Beneficial
     Interest in Leases...................        $   78,453      $ 123,267       $  214,100      $  250,956      $  106,547
   Total Expenses.........................           (35,307)       (77,849)        (123,181)       (179,356)        (74,385)
   Interest Income........................             1,861          3,608            6,874          10,530           4,250
                                                -------------   ------------    -------------   ------------    ------------
   Income Before Income Taxes.............            45,007         49,026           97,793          82,130          36,412
   Income Tax Provision...................            (1,076)        (1,471)          (2,456)         (2,063)           (763)
                                                -------------   ------------    -------------   -------------   -------------
   Income Before Cumulative Effect of
     Accounting Change....................            43,931         47,555           95,337          80,067          35,649
   Cumulative Effect of Accounting Change.                 -         (7,660)          (7,660)              -               -
                                                ------------    ------------    -------------   ------------    ------------
   Net Income.............................        $   43,931      $  39,895       $   87,677      $   80,067      $   35,649
                                                ============    ===========     ============    ============    ============
   Ratio of Earnings to Fixed Charges.....             2.44x           1.66x           1.85x           1.48x            1.51x


<CAPTION>
                                                                        As of                              As of
                                                                       June 30,                         December 31,
                                                               --------------------------        ---------------------------
                                                                 2002             2001             2000             1999
                                                               ----------       ---------        ----------        ---------
<S>                                                            <C>             <C>               <C>                  <C>
Balance Sheet Data:
   Cash and Cash Equivalents..........................         $  101,559      $  192,544        $   87,607           93,531
   Restricted Cash....................................             85,758          78,988            62,002           62,168
   Special Unit of Beneficial Interest in Receivables
     - Related Party..................................             80,000          80,000            80,000           80,000
   Special Unit of Beneficial Interest in Leases -
     Related Party....................................          3,457,089       3,413,920         3,270,601        2,926,686
   Total Assets.......................................          3,746,424       3,785,153         3,517,205        3,173,151
   Medium-Term Notes..................................          1,782,224       1,485,448         1,000,000        1,000,000
   Variable Funding Notes.............................            899,967       1,145,717         1,624,521        1,363,187
   Total Liabilities..................................          2,693,509       2,643,279         2,644,352        2,379,307
   Members' Equity....................................          1,052,915       1,141,874           872,853          793,844
   Total Liabilities and Members' Equity..............          3,746,424       3,785,153         3,517,205        3,173,151
</TABLE>

     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 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 $57.1 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.

     Income from investment in related party special unit of beneficial interest
in leases for the six months ended June 30, 2002 decreased by $44.8 million from
the six months ended June 30, 2001. 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 the six months ended June 30,
2002 decreased by $42.8 million from the six months ended June 30, 2001 likewise
as a result of decreases in commercial paper rates and LIBOR. Operating income
for the six months ended June 30, 2002 decreased by $2.3 million from the six
months ended June 30, 2001 primarily as a result of the fact that the floating
rate indices on which Lease SUBI lease billings are based decreased at a faster
rate during the first half of 2002 than the commercial paper rates and LIBOR at
which our floating rate debt expense accrues.

                                      -40-
<PAGE>

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 six months
ended June 30, 2002 and 2001 and the years ended December 31, 2001 through
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.

<TABLE>
<CAPTION>
                                                 Delinquency Experience

                                      Six Months Ended
                                          June 30,                                 Year Ended December 31,
                                     -------------------       -------------------------------------------------------
                                     2002          2001         2001         2000        1999         1998       1997
                                    ------        ------       ------       ------      ------       ------     ------
<S>                                  <C>           <C>         <C>           <C>          <C>         <C>        <C>
Percentage of Billings
Delinquent (1)(2):
30-59 Days....................       1.33%         1.61%       1.30%         1.08%        1.44%       1.44%      1.19%
60 Days or More...............       2.91%         2.72%       2.93%         1.89%        2.30%       2.96%      2.25%

Total 30 or More Days
Delinquent....................       4.24%         4.34%       4.23%         2.97%        3.74%       4.40%      3.44%

--------------------
(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.
</TABLE>

     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.

     Total delinquencies for the six months ended June 30, 2002 remained below
5% of total billings, which is consistent with the performance of the portfolio
over the last several years. Delinquencies of 60 days or more increased to 2.91%
of total billings compared to 2.72% due, in part, to the continuing effects of
Chapter 11 bankruptcy filings of several customers and a lower level of
billings. Non-bankruptcy delinquent receivables of 60 days or more declined from
the comparable period in 2001. Delinquencies of 30-59 days decreased for the six
months ended June 30, 2002 to 1.33% from 1.61% for the six months ended June 30,
2001. As a result of recent bankruptcy filings by two customers, delinquencies
of 60 days or more may be negatively affected in the future. We anticipate that
the effect of such bankruptcies will not result in an increase in delinquencies
of 60 days or more to more than 4.20%. A portion of the amounts owed by one of
the bankrupt customers is collateralized by approximately $1.3 million in cash,
which may be applied to such delinquent payments in the future.

     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 six months ended June 30, 2002 and 2001 and the
years ended December 31, 2001 through 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.

                                      -41-
<PAGE>

<TABLE>
<CAPTION>
                                                Loss and Recovery Experience

                                      Six Months Ended
                                          June 30,                             Year Ended December 31,
                                 --------------------------  --------------------------------------------------------------
                                     2002          2001         2001         2000        1999         1998       1997
                                 -----------      ---------  ----------   -----------  ----------   ----------   ----------
<S>                              <C>            <C>          <C>          <C>          <C>          <C>         <C>
Ending Dollar Amount of
  Leases (1)..................   $ 3,457,089    $ 3,412,680  $ 3,413,920  $ 3,270,601  $2,926,686   $2,846,065  $2,858,590
Total Billings for Period.....     1,080,649      1,248,215    2,334,778    2,102,210   1,954,603    2,040,893   1,924,948
Gross Losses (2)..............           152            198        1,842          437       1,399        1,495         704
Recoveries (3)................            17            (17)         (21)        (239)       (251)         (40)       (188)
                                 ------------   ------------ ------------ ------------ ----------- ------------ -----------
Net Losses ...................   $       169    $       181  $     1,821  $       198  $    1,148  $     1,455  $      516
                                 ============   ============ ============ ============ =========== ============ ===========
Net Losses as Percentage of
  Ending Dollar Amount
  of Leases...................          0.00%          0.01%        0.05%        0.01%       0.04%        0.05%       0.02%
Net Losses as Percentage of
  Total Billings for Period...          0.02%          0.01%        0.08%        0.01%       0.06%        0.07%       0.03%

--------------------
(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.
(3)  Recoveries are net of legal fees.
</TABLE>

     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. For the six months ended June 30, 2002, net losses as a
percentage of ending dollar amount of leases decreased from .01% to .00% and net
losses as a percentage of total billings increased from .01% to .02%, in each
case compared to the six months ended June 30, 2001. While we anticipate that
net losses as a percentage of both total billings and the ending dollar amount
of leases for the nine months ended September 30, 2002 will exceed the levels
for the six months ended June 30, 2002, we believe that such percentages will be
below the levels for the nine-month period ended September 30, 2001 and the full
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 six months ended June 30, 2002 and 2001 and the years ended December 31,
2001 through December 31, 1997. 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>
<CAPTION>
                                        Residual Value Loss Experience

                                      Six Months Ended
                                          June 30,                             Year Ended December 31,
                                   -----------------------     ----------------------------------------------------------
                                     2002          2001         2001         2000        1999         1998       1997
                                   -------        -------      -------     -------     -------      -------    ---------
<S>                                <C>            <C>          <C>          <C>         <C>          <C>        <C>
Total Number of Closed-End
  Leases Scheduled to
  Terminate...................       2,930          4,844        5,828        4,420       3,295        3,655      3,520
Number of Sold Vehicles.......       1,968          2,685        5,000        4,350       3,657        3,966      4,048
Full Termination Ratio(1).....       67.17%         55.43%       85.79%       98.42%     110.99%      108.51%    115.00%
Total Gain/(Loss) on Sold
Vehicles(2)...................     $  (190)       $(3,107)     $(5,796)     $(4,724)    $(2,470)     $  (553)   $3,029
Average Gain/(Loss) Per Sold
Vehicle(3)....................     $   (97)       $(1,157)     $(1,159)     $(1,086)    $  (675)     $  (139)   $  748
Gain/(Loss) as a Percentage
  of Stated Residual Values
  of Sold Vehicles(4).........      (1.05%)       (11.32%)     (11.58%)     (10.22%)     (6.72%)      (1.64%)     8.82%

--------------------
(1)  The ratio of the number of 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)  Per vehicle dollar amounts are not in thousands.
(4)  The ratio of total gains/losses on vehicles sold during the period to the stated residual values of those
     vehicles, expressed as a percentage.
</TABLE>

                                      -42-
<PAGE>

     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.

     Total residual value losses decreased $2.9 million to $190 thousand for the
six-month period ended June 30, 2002 from $3.1 million for the six-month period
ended June 30, 2001 and the total number of vehicles sold decreased 26.7%. The
decrease in units sold is the result of a lower number of closed-end leases
scheduled to terminate and an increase in clients retaining vehicles beyond
their original lease term. The average loss per vehicle returned and sold
decreased 91.6% to $97 per unit for the six-month period ended June 30, 2002
from $1,157 per unit for the six-month period ended June 30, 2001. The decrease
in residual value losses during the first half of 2002 is the result of Vehicle
Management Services establishing lower residual values at lease inception, which
was initiated in the beginning of 2000. Management believes that this more
conservative approach to setting residual values initiated in the beginning of
2000 will continue to result in lower residual value losses as the related
vehicles come off lease in future years.

     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 six months ended June 30, 2002 and 2001 and the years ended
December 31, 2001 through December 31, 1997.

<TABLE>
<CAPTION>
                                 Conversions of Floating Rate Leases to Fixed Rate Leases

                                       Six Months Ended
                                           June 30,                            Year Ended December 31,
                                   -----------------------  ------------------------------------------------------------
                                       2002         2001        2001         2000       1999         1998        1997
                                   ----------     --------  ----------    ---------   --------     --------   ----------
<S>                                 <C>          <C>         <C>          <C>         <C>         <C>          <C>
Dollar Amount of Conversions for
  Period(1)...................     $    4,862   $   11,178  $   38,027   $   21,313  $   28,850  $  100,173   $   11,675
Ending Dollar Amount of Leases...   3,457,089    3,412,680   3,413,920    3,270,601   2,926,686   2,846,065    2,858,590
Conversions as a Percentage of
  Ending Dollar Amount of Leases.       0.14%        0.33%       1.11%        0.65%       0.98%       3.52%        0.41%

--------------------
(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.
</TABLE>
<PAGE>

     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. Total
conversions of floating rate leases to fixed rate leases were approximately $4.9
million during the six months ended June 30, 2002 compared with $11.2 million in
the six months ended June 30, 2001. Management does not anticipate that
conversions of floating rate leases to a fixed rate during 2002 will exceed the
historical levels experienced in 1998 where conversions as a percentage of
ending dollar amount of leases were 3.52%.

     Fleet Management Receivable Billings. The following table sets forth data
for Vehicle Management Services' aggregate billings of fleet management
receivables for the six months ended June 30, 2002 and 2001 and the years ended
December 31, 2001 through 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>
<CAPTION>
                               Fleet Management Receivable Billing Experience

                                      Six Months Ended
                                          June 30,                             Year Ended December 31,
                                  -----------------------    ----------------------------------------------
                                     2002          2001         2001         2000        1999         1998       1997
                                  ---------     ---------    ---------    --------     -------     -------
<S>                               <C>            <C>         <C>          <C>          <C>         <C>         <C>
Aggregate Billings............    $436,639       $577,870    $1,019,223   $819,474     $724,412    $822,757    $747,923
Average Monthly Billings......      72,773         96,312       84,935      68,290       60,368      68,563      62,327
Maximum Monthly Billings......      83,744        118,358      118,358      77,612       68,753      79,346      70,441
Minimum Monthly Billings......      57,175         80,022       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.

                                      -43-
<PAGE>

     Aggregate fleet management receivable billings decreased to approximately
$436.6 million during the six months ended June 30, 2002 compared to
approximately $577.9 million during the six months ended June 30, 2001. The
primary factor for the decrease was a decrease in billings relating to vehicles
purchased directly by customers.

     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 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 September 19, 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 $80,171,655 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.

                                      -44-
<PAGE>

<TABLE>
<CAPTION>
                                            Composition of Leases

<S>                                                                                        <C>
Aggregate Unit Balance of Leases..............................................             $3,124,231,900.09
Number of Leases..............................................................                       209,578
Average Unit Balance..........................................................                    $14,907.25
Range of Unit Balances........................................................           $0.10 to 685,654.20
Aggregate Unit Balance of Open-End Leases.....................................             $3,015,890,095.64
Aggregate Unit Balance of Floating Rate Leases................................             $2,338,839,097.08
Aggregate Unit Balance of CP Rate Index Floating Rate Leases*.................             $2,282,298,989.11
Weighted Average Spread Over CP Rate..........................................                        0.346%
Range of Spreads Over CP Rate.................................................                0.00% to 3.00%
Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other
   Than CP Rate...............................................................                $56,540,107.97
Aggregate Unit Balance of Fixed Rate Leases...................................               $785,392,803.01
Weighted Average Fixed Rate...................................................                        5.682%
Range of Fixed Rates..........................................................             0.000% to 19.152%
Weighted Average Original Lease Term..........................................                  62.73 months
Range of Original Lease Terms.................................................               6 to 132 months
Weighted Average Remaining Term...............................................                  43.17 months
Range of Remaining Terms......................................................               0 to 120 months
Aggregate Unit Balance of Closed-End Leases...................................               $108,341,804.45
Average Unit Balance of Closed-End Leases.....................................                    $14,021.20
Range of Unit Balances of Closed-End Leases...................................          $0.10 to $206,834.75
Average Stated Residual Value of Closed-End Leased Vehicles...................                     $8,927.30

--------------------
*    The CP Rate Index 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.
</TABLE>

     As of September 19, 2002, the aggregate Lease Balances of the leases
allocated to the Lease SUBI with the lessee having the largest aggregate Lease
Balances was $110,476,012, the aggregate Lease Balances of the leases allocated
to the Lease SUBI with the lessees having the five largest aggregate Lease
Balances was $462,816,026 and the aggregate Lease Balances of the leases
allocated to the Lease SUBI with the lessees having the ten largest aggregate
Lease Balances was $794,629,898.

                                      -45-
<PAGE>

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

                                                                                            Percentage of Aggregate
        Original Lease                   Number of                    Aggregate                  Unit Balance
        Term (months)                     Leases                    Unit Balances                of Leases(1)
--------------------------------------------------------------------------------------------------------------------
   <S>                                      <C>                    <C>                                 <C>
   1 to 6 ................                    13                   $     240,923.36                    0.01%
   7 to 12................                    27                          98,528.96                    0.00
   13 to 18...............                     1                               0.10                    0.00
   19 to 24...............                   879                       8,759,178.09                    0.28
   25 to 30...............                   437                       4,818,825.82                    0.15
   31 to 36...............                13,902                     181,748,847.76                    5.82
   37 to 42...............                 6,461                      67,147,320.80                    2.15
   43 to 48...............                16,644                     190,433,442.39                    6.10
   49 to 54...............                75,995                     992,767,042.78                   31.78
   55 to 60...............                61,730                     838,011,088.29                   26.82
   61 to 66...............                 1,533                      19,794,641.95                    0.63
   67 to 72...............                11,265                     180,308,164.73                    5.77
   73 to 78...............                 2,726                      62,858,568.72                    2.01
   79 to 84...............                 5,157                     114,807,655.01                    3.67
   85 to 90...............                    52                       1,125,272.08                    0.04
   91 to 96...............                 6,909                     234,664,657.52                    7.51
   103 to 108.............                    15                         516,201.45                    0.02
   109 to 114.............                     1                         409,622.28                    0.01
   115 to 120.............                 5,786                     220,919,036.87                    7.07
   127 to 132.............                    45                       4,802,881.13                    0.15
                             -----------------------------  ----------------------------  --------------------------
     Total................               209,578                  $3,124,231,900.09                  100.00%
                             =============================  ============================  ==========================
--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                      -46-
<PAGE>

<TABLE>
<CAPTION>
                                       Distribution of Leases by Remaining Term

                                                                                            Percentage of Aggregate
          Remaining                      Number of                     Aggregate                 Unit Balance
        Term (months)                     Leases                    Unit Balances                of Leases(1)
--------------------------------------------------------------------------------------------------------------------
   <S>                                     <C>                    <C>                                  <C>
   6 or less .............                 12,852                 $   43,446,629.07                    1.39%
   7 to 12................                 12,471                     64,486,106.95                    2.06
   13 to 18...............                 19,680                    159,934,815.19                    5.12
   19 to 24...............                 20,205                    198,687,718.02                    6.36
   25 to 30...............                 29,762                    366,570,114.07                   11.73
   31 to 36...............                 28,153                    406,908,232.08                   13.02
   37 to 42...............                 34,180                    566,107,884.40                   18.12
   43 to 48...............                 22,634                    430,914,725.09                   13.79
   49 to 54...............                 10,948                    230,056,780.16                    7.36
   55 to 60...............                  7,481                    172,563,950.70                    5.52
   61 to 66...............                  3,411                     97,309,950.02                    3.11
   67 to 72...............                  2,035                     83,534,734.11                    2.67
   73 to 78...............                    966                     41,892,924.11                    1.34
   79 to 84...............                  1,138                     51,459,428.94                    1.65
   85 to 90...............                  1,003                     52,654,350.42                    1.69
   91 to 96...............                  1,014                     51,364,645.29                    1.64
   97 to 102..............                    461                     29,328,890.52                    0.94
   103 to 108.............                    554                     32,372,297.51                    1.04
   109 to 114.............                    473                     33,113,801.14                    1.06
   115 to 120.............                    157                     11,523,922.30                    0.37
                             ------------------------------- ---------------------------  --------------------------

      Total...............                209,578                 $3,124,231,900.09                  100.00%
                             =============================== ===========================  ==========================

--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                                        -47-
<PAGE>

<TABLE>
<CAPTION>
                                        Distribution of Leases by Unit Balance

                                                                                             Percentage of Aggregate
             Unit                         Number of                       Aggregate               Unit Balance
           Balances                         Leases                    Unit Balances               of Leases(1)
--------------------------------------------------------------------------------------------------------------------
<C>                                        <C>                       <C>                                 <C>
$5,000 or less ...............             24,123                    $   64,724,705.26                   2.07%
$5,000.01 to $10,000.00.......             44,344                       343,791,565.49                  11.00
$10,000.01 to $15,000.00......             61,861                       773,823,867.56                  24.77
$15,000.01 to $20,000.00......             44,930                       771,129,847.28                  24.68
$20,000.01 to $25,000.00......             16,255                       358,780,470.75                  11.48
$25,000.01 to $30,000.00......              5,748                       156,408,525.02                   5.01
$30,000.01 to $35,000.00......              2,939                        94,752,811.54                   3.03
$35,000.01 to $40,000.00......              1,881                        70,248,620.76                   2.25
$40,000.01 to $45,000.00......              1,373                        58,089,407.26                   1.86
$45,000.01 to $50,000.00......                992                        46,965,676.44                   1.50
$50,000.01 to $55,000.00......                968                        50,756,891.49                   1.62
$55,000.01 to $60,000.00......                770                        44,207,332.71                   1.41
$60,000.01 to $65,000.00......                731                        45,803,133.84                   1.47
$65,000.01 to $70,000.00......                481                        32,361,975.77                   1.04
$70,000.01 to $75,000.00......                379                        27,441,763.77                   0.88
$75,000.01 to $80,000.00......                333                        25,833,539.74                   0.83
$80,000.01 to $85,000.00......                271                        22,297,164.18                   0.71
$85,000.01 to $90,000.00......                130                        11,364,288.78                   0.36
$90,000.01 to $95,000.00......                141                        13,014,947.59                   0.42
$95,000.01 to $100,000.00.....                154                        14,963,600.54                   0.48
100,000.01 and greater........                774                        97,471,764.32                   3.12
                             ------------------------------- ---------------------------  --------------------------
     Total....................            209,578                    $3,124,231,900.09                 100.00%
                          ================================== ===========================  ==========================

--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                                        -48-
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                            Percentage of Aggregate
                                         Number of                    Aggregate                  Unit Balance
Geographic Location                       Leases                    Unit Balances                of Leases(2)
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                                  <C>
Alabama....................                   556                 $    7,443,155.09                    0.24%
Alaska.....................                    44                        562,185.25                    0.02
Arizona....................                 4,448                    102,498,433.01                    3.28
Arkansas...................                 2,098                     30,556,348.22                    0.98
California.................                10,283                    139,799,921.66                    4.47
Colorado...................                 9,626                    114,472,519.33                    3.66
Connecticut................                 5,853                     77,088,140.97                    2.47
Delaware...................                 2,898                     40,164,652.45                    1.29
District of Columbia.......                   117                      1,406,848.86                    0.05
Florida....................                 8,377                    119,699,384.57                    3.83
Georgia....................                 3,008                     44,581,777.39                    1.43
Hawaii.....................                    16                        284,835.36                    0.01
Idaho......................                   200                      3,543,707.75                    0.11
Illinois...................                16,848                    227,578,905.17                    7.28
Indiana....................                 4,983                     61,434,559.35                    1.97
Iowa.......................                   784                     13,955,617.76                    0.45
Kansas.....................                   781                      9,917,419.34                    0.32
Kentucky...................                 2,865                     37,507,587.50                    1.20
Louisiana..................                 1,441                     19,220,379.31                    0.62
Maine......................                   255                      3,003,842.44                    0.10
Maryland...................                 5,621                     94,877,733.25                    3.04
Massachusetts..............                 3,220                     42,614,089.68                    1.36
Michigan...................                 3,129                     42,104,717.64                    1.35
Minnesota..................                 1,251                     15,359,391.43                    0.49
Mississippi................                   421                      7,085,573.45                    0.23
Missouri...................                 3,261                     52,287,136.48                    1.67
Montana....................                    35                        589,603.98                    0.02
Nebraska...................                   446                      6,609,560.19                    0.21
Nevada.....................                    86                      1,232,184.38                    0.04
New Hampshire..............                   257                      3,362,951.66                    0.11
New Jersey.................                16,404                    233,639,528.50                    7.48
New Mexico.................                    29                        417,862.49                    0.01
New York...................                18,399                    325,523,580.48                   10.42
North Carolina.............                12,399                    171,036,517.88                    5.47
North Dakota...............                   101                        974,164.74                    0.03
Ohio.......................                18,948                    268,966,053.99                    8.61
Oklahoma...................                 1,366                     18,114,473.52                    0.58
Oregon.....................                 3,828                     64,696,302.64                    2.07
Pennsylvania...............                14,731                    234,665,666.05                    7.51
Rhode Island...............                 1,096                     12,687,475.39                    0.41
South Carolina.............                 3,653                     63,812,249.99                    2.04
South Dakota...............                    23                        243,791.86                    0.01
Tennessee..................                 2,348                     35,961,671.76                    1.15
Texas......................                10,497                    161,483,021.97                    5.17
Utah.......................                    45                        573,074.23                    0.02
Vermont....................                   251                      5,634,286.85                    0.18
Virginia...................                 5,815                    119,341,905.41                    3.82
Washington.................                 2,117                     30,135,793.52                    0.96
West Virginia..............                 1,206                     15,444,718.37                    0.49
Wisconsin..................                 3,001                     38,463,117.93                    1.23
Wyoming....................                   113                      1,573,479.60                    0.05
                             -----------------------------  -------------------------------  ----------------------
     Total.................               209,578                 $3,124,231,900.09                  100.00%
                             =============================  ===============================  ======================
--------------------
(1)  Based on billing address of lessee.
(2)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                                        -49-
<PAGE>
<TABLE>
<CAPTION>
                                           Distribution of Leases by Vehicle Type

                                                                                                          Percentage of
                                                 Number of                    Aggregate                   Aggregate Unit
     Vehicle Type                                 Leases                    Unit Balances              Balance of Leases(1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>                                 <C>
Cars................................               80,974                 $  962,466,927.70                   30.81%
Equipment...........................                5,134                     77,392,944.60                    2.48
Forklifts...........................                2,522                     31,541,128.14                    1.01
Heavy Duty Trucks...................                3,669                    178,559,554.13                    5.72
Light Duty Trucks...................              103,148                  1,444,123,886.28                   46.22
Medium Duty Trucks..................                9,561                    367,288,496.67                   11.76
Truck Body..........................                   95                        644,137.90                    0.02
Trailers............................                4,475                     62,214,824.67                    1.99
                                      ---------------------------  -------------------------------  -----------------------
     Total..........................              209,578                 $3,124,231,900.09                  100.00%
                                      ===========================  ===============================  =======================
--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

<TABLE>
<CAPTION>
                                      Identification of Industries of Top Ten Lessees

                                                                                                          Percentage of
                                               Number of                      Aggregate                   Aggregate Unit
     Primary Industry of Lessee                  Leases                     Unit Balances               Balance of Leases
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>                               <C>
Pharmaceutical                                   7,010                      $110,476,012.32                   3.54%
Agricultural                                     7,870                        93,811,185.51                   3.00%
Pharmaceutical                                   6,402                        89,067,858.64                   2.85%
Energy                                           3,098                        85,553,168.76                   2.74%
Equipment Rental                                 3,068                        83,907,801.00                   2.69%
Energy                                           2,192                        81,517,636.04                   2.61%
Chemical                                         4,450                        73,425,715.54                   2.35%
Security                                         4,889                        72,952,919.12                   2.34%
Pharmaceutical                                   3,644                        53,450,914.18                   1.71%
Chemical                                         3,317                        50,466,686.68                   1.62%
</TABLE>

                                                           -50-
<PAGE>

<TABLE>
<CAPTION>
                        Distribution of Floating Rate Leases by Spread Over Applicable Index

                                                                                       Percentage of Aggregate
                                    Number of                     Aggregate                  Unit Balance
        Spread Rate Range            Leases                     Unit Balances                of Leases(1)
---------------------------------------------------------------------------------------------------------------
   <S>                              <C>                      <C>                               <C>
   0.000% to 0.099% .............      6,113                   $  89,531,407.85                    3.83%
   0.100% to 0.199%..............     17,453                     243,721,636.54                   10.42
   0.200% to 0.299%..............     58,917                     863,438,883.42                   36.92
   0.300% to 0.399%..............     28,543                     375,064,321.10                   16.04
   0.400% to 0.499%..............      3,449                      44,283,672.33                    1.89
   0.500% to 0.599%..............     38,403                     579,674,213.98                   24.78
   0.600% to 0.699%..............        823                      10,491,975.73                    0.45
   0.700% to 0.799%..............      5,823                      72,405,188.56                    3.10
   0.800% to 0.899%..............        293                       5,030,388.78                    0.22
   0.900% to 0.999%..............          3                          76,353.29                    0.00
   1.000% to 1.099%..............      3,379                      42,410,722.47                    1.81
   1.200% to 1.299%..............        220                       2,390,614.61                    0.10
   1.300% to 1.399%..............        124                       2,639,218.51                    0.11
   1.500% to 1.599%..............        408                       5,224,541.47                    0.22
   1.700% to 1.799%..............         14                         198,362.38                    0.01
   2.000% to 2.099%..............         15                         338,941.01                    0.01
   2.100% to 2.199%..............          3                          69,380.32                    0.00
   2.500% to 2.599%..............         47                         639,507.61                    0.03
   3.000% to 3.099%..............         74                       1,209,767.12                    0.05
                                  --------------  ------------------------------  ---------------------------
      Total......................    164,104                  $2,338,839,097.08                  100.00%
                                  ==============  ==============================  ===========================
--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                                        -51-
<PAGE>

<TABLE>
<CAPTION>
                                  Distribution of Fixed Rate Leases by Interest Rate


                                                                                             Percentage of Aggregate
          Interest Rate                     Number of                   Aggregate                 Unit Balance
              Range                          Leases                   Unit Balances               of Leases(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>                           <C>
3.25% and less................                1,625                    $ 27,013,452.10                 3.44%
3.26% to 3.50%................                1,495                      37,565,242.86                 4.78
3.51% to 3.75%................                3,324                      71,429,637.26                 9.09
3.76% to 4.00%................                2,345                      40,568,379.10                 5.17
4.01% to 4.25%................                1,250                      25,140,205.78                 3.20
4.26% to 4.50%................                1,614                      36,802,451.15                 4.69
4.51% to 4.75%................                1,746                      37,147,019.33                 4.73
4.76% to 5.00%................                2,991                      47,459,528.29                 6.04
5.01% to 5.25%................                1,904                      40,656,407.59                 5.18
5.26% to 5.50%................                2,064                      35,540,646.75                 4.53
5.51% to 5.75%................                1,521                      29,118,213.56                 3.71
5.76% to 6.00%................                2,396                      41,685,322.97                 5.31
6.01% to 6.25%................                2,165                      28,938,789.73                 3.68
6.26% to 6.50%................                2,315                      33,829,913.17                 4.31
6.51% to 6.75%................                2,805                      37,532,494.08                 4.78
6.76% to 7.00%................                2,585                      41,712,028.66                 5.31
7.01% to 7.25%................                2,877                      45,930,864.19                 5.85
7.26% to 7.50%................                1,496                      20,165,116.57                 2.57
7.51% to 7.75%................                1,572                      26,523,831.72                 3.38
7.76% to 8.00%................                1,564                      24,175,681.60                 3.08
8.01% to 8.25%................                  608                       8,968,994.57                 1.14
8.26% to 8.50%................                  642                      11,350,467.23                 1.45
8.51% to 8.75%................                  400                       5,390,380.11                 0.69
8.76% to 9.00%................                  373                       5,431,487.11                 0.69
9.01% to 9.25%................                  214                       3,286,441.13                 0.42
9.26% to 9.50%................                  266                       3,539,875.01                 0.45
9.51% to 9.75%................                  121                       2,011,927.89                 0.26
9.76% to 10.00%...............                  123                       1,804,778.55                 0.23
10.01% to 10.25%..............                  151                       2,145,930.73                 0.27
10.26% to 10.50%..............                  125                       1,653,566.09                 0.21
10.51% to 10.75%..............                  108                       1,484,787.43                 0.19
10.76% to 11.00%..............                  126                       2,298,229.13                 0.29
11.01% to 11.25%..............                  153                       1,475,743.21                 0.19
11.26% and greater............                  410                       5,614,968.36                 0.71
                                 -----------------------------------------------------------------------------------
     Total                                    45,474                   $785,392,803.01               100.00%
                                 ===================================================================================
--------------------
(1)  Percentages may not add to 100.00% due to rounding.
</TABLE>

                                                        -52-
<PAGE>

                              Maturity Assumptions

     The Indenture provides that the holders of the series 2002-2 notes will not
receive payments of principal until after the commencement of the amortization
period for the series 2002-2 notes.

Amortization Period

     On each payment date commencing on the second payment date following the
beginning of the amortization period for the series 2002-2 notes, the indenture
trustee will deposit into the distribution account for the series 2002-2 notes
for distribution to the holders of the series 2002-2 notes the lesser of the
Principal Payment Amount for that payment date and the outstanding principal
amount of the series 2002-2 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 2002-2 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, then to the holders of the class A-2 notes until the class A-2
notes are paid in full and then to the holders of the class B notes until the
class B 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 2002-2 notes for the payment of
principal to the holders of the class A-1 notes and the class A-2 notes on a pro
rata basis until the class A-1 notes and the class A-2 notes have been paid in
full and after the class A-1 notes and the class A-2 notes are paid in full to
the holders of the class B notes until the class B notes are paid in full.

     The amortization period for the series 2002-2 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 March 2004 and

will end when the series 2002-2 notes are paid in full, and all dividends and
other amounts owing in respect of any preferred membership interests that we may
issue from time to time relating to the series 2002-2 notes have been paid in
full and any such preferred membership interests relating to the series 2002-2
notes have been redeemed in full. For information about the amortization events,
see "Description of the Series 2002-2 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 2002-2 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.

                                      -53-
<PAGE>

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 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 2002-2 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
2002-2 notes. We may pay principal on the series 2002-2 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 2002-2 notes on any payment
date after the April 2004 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 2002-2 Notes--Transfer Agreement".

     If we pay the principal of the 2002-2 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 2002-2 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 2002-2 notes were purchased.

     The following factors will affect the expected yield on your series 2002-2
notes:

     o    the purchase price paid for your series 2002-2 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 2002-2
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 2002-2 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    0.35% ABS for the seventh through twelfth month of the life of that
          lease,

     o    1.15% ABS for the thirteenth through eighteenth month of the life of
          that lease,

     o    1.90% ABS for the nineteenth through twenty-fourth month of the life
          of that lease and

     o    1.75% 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.

                                      -54-
<PAGE>

     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 2002-2 notes,

     o    we make all payments of principal and interest on the series 2002-2
          notes on the required dates,

     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 2002-2 notes will be sufficient to
          pay

          o    interest on the series 2002-2 notes, and

          o    the portion of the fees payable to the servicer and the
               administrator out of the Collections allocated to the series
               2002-2 notes,

     o    all lease prepayments are prepayments in full,

     o    the amortization period of the series 2002-2 notes begins at the close
          of business on the Period End Date in March 2004,

     o    depreciation payments on the leases allocated to the Lease SUBI as of
          September 19, 2002 are made in accordance with the rates at which the
          vehicles are then being depreciated under those leases,

     o    the closing date is November 20, 2002

     o    the Adjusted Aggregate Unit Balance as of September 19, 2002 is
          $3,124,231,900 and remains constant for the life of the series 2002-2
          notes,

     o    all Collections reinvested in additional leases and vehicles after
          September 19, 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
               September 19, 2002,

     o    the required asset amount of the series 1999-2 notes was $360,397,454
          as of the October 2002 payment date,

     o    the required asset amount of the series 2001-1 notes was $845,165,250
          as of the October 2002 payment date,

     o    the required asset amount of the series 2002-1 notes was $732,476,550
          as of the October 2002 payment date,

     o    the Required Asset Amount of the series 2002-2 notes is $561,797,187
          as of the closing date,

                                      -55-
<PAGE>

     o    there is one other series of notes outstanding, other than the series
          1999-2 notes, the series 2001-1 notes, the series 2002-1 notes and the
          series 2002-2 notes, with a required asset amount of $624,395,459 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, the series 2001-1
          notes and the series 2002-1 notes,

     o    we have not issued any preferred membership interests relating to the
          series 2002-2 notes,

     o    the amounts on deposit in the reserve account for the series 2002-2
          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 2002-2 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 2002-2 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 September 19, 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 September 19, 2002, will fully amortize each pool by its respective
remaining lease term.

<TABLE>
<CAPTION>
                                                  Remaining Lease                          Assumed Monthly Lease
                 Aggregate Unit Balance(a)         Term (months)         Age (months)             Payment
                 -----------------------------------------------------------------------------------------------
<S>                  <C>                                <C>                   <C>             <C>
1                    $  466,555,269.24                  16                    33              $29,159,704.33
2                     1,770,500,955.83                  37                    17               47,851.377.18
3                       583,465,414.99                  58                    17               10,059,748.53
4                       197,371,348.76                  85                    19                2,322,015.87
5                       106,338,911.47                  107                   14                  993,821.60

--------------------
(a)  Excludes vehicles not yet subject to a lease.
</TABLE>

     We cannot predict the actual depreciation rates on the leases allocated to
the Lease SUBI after September 19, 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 September 19,
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 each class of notes and the
weighted average lives of each class of 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 2002-2 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, the class A-2 notes and the class B 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.

                                      -56-
<PAGE>

<TABLE>
<CAPTION>
                      Percentage of Outstanding Principal Amount of Class A-1 Notes Remaining
                                    and Weighted Average Life of Class A-1 Notes

Payment Date                                                       Prepayment Assumptions

                                                      0%              50%          100%         150%          200%
                                                      --              ---          ----         ----          ----
<S>                                                  <C>              <C>           <C>          <C>          <C>
Closing Date..............................           100              100           100          100          100
December 7, 2002..........................           100              100           100          100          100
January 7, 2003...........................           100              100           100          100          100
February 7, 2003..........................           100              100           100          100          100
March 7, 2003.............................           100              100           100          100          100
April 7, 2003.............................           100              100           100          100          100
May 7, 2003...............................           100              100           100          100          100
June 7, 2003..............................           100              100           100          100          100
July 7, 2003..............................           100              100           100          100          100
August 7, 2003............................           100              100           100          100          100
September 7, 2003.........................           100              100           100          100          100
October 7, 2003...........................           100              100           100          100          100
November 7, 2003..........................           100              100           100          100          100
December 7, 2003..........................           100              100           100          100          100
January 7, 2004...........................           100              100           100          100          100
February 7, 2004..........................           100              100           100          100          100
March 7, 2004.............................           100              100           100          100          100
April 7, 2004.............................           100              100           100          100          100
May 7, 2004...............................            94               94            92           91           93
June 7, 2004..............................            89               87            85           82           84
July 7, 2004..............................            83               81            78           73           74
August 7, 2004............................            77               75            70           66           64
September 7, 2004.........................            72               68            63           59           52
October 7, 2004...........................            66               62            56           52           41
November 7, 2004..........................            60               56            49           45           29
December 7, 2004..........................            55               50            42           38           17
January 7, 2005...........................            49               44            35           31            4
February 7, 2005..........................            43               37            28           24            0
March 7, 2005.............................            37               31            21           17            0
April 7, 2005.............................            32               25            14            8            0
May 7, 2005...............................            26               19             8            0            0
June 7, 2005..............................            20               14             2            0            0
July 7, 2005..............................            14                8             0            0            0
August 7, 2005............................             9                2             0            0            0
September 7, 2005.........................             3                0             0            0            0
October 7, 2005...........................             0                0             0            0            0
November 7, 2005..........................             0                0             0            0            0
December 7, 2005..........................             0                0             0            0            0
January 7, 2006...........................             0                0             0            0            0
February 7, 2006..........................             0                0             0            0            0
March 7, 2006.............................             0                0             0            0            0
April 7, 2006.............................             0                0             0            0            0
May 7, 2006...............................             0                0             0            0            0
June 7, 2006..............................             0                0             0            0            0
July 7, 2006..............................             0                0             0            0            0
August 7, 2006............................             0                0             0            0            0
September 7, 2006.........................             0                0             0            0            0
October 7, 2006...........................             0                0             0            0            0
November 7, 2006..........................             0                0             0            0            0
December 7, 2006..........................             0                0             0            0            0
January 7, 2007...........................             0                0             0            0            0
February 7, 2007..........................             0                0             0            0            0
March 7, 2007.............................             0                0             0            0            0
April 7, 2007.............................             0                0             0            0            0
May 7, 2007...............................             0                0             0            0            0
June 7, 2007..............................             0                0             0            0            0
July 7, 2007..............................             0                0             0            0            0
August 7, 2007............................             0                0             0            0            0
September 7, 2007.........................             0                0             0            0            0
October 7, 2007...........................             0                0             0            0            0
November 7, 2007..........................             0                0             0            0            0
Weighted Average Life (years)(1)..........          2.16             2.09          2.00         1.95         1.84

--------------------
(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.
</TABLE>

                                                       -57-
<PAGE>

<TABLE>
<CAPTION>
                     Percentage of Outstanding Principal Amount of the Class A-2 Notes Remaining
                                     and Weighted Average Life of Class A-2 Notes

Payment Date                                                             Prepayment Assumptions
                                                      0%              50%          100%         150%          200%
                                                      --              ---          ----         ----          ----
<S>                                                  <C>              <C>           <C>          <C>          <C>
Closing Date..............................           100              100           100          100          100
December 7, 2002..........................           100              100           100          100          100
January 7, 2003...........................           100              100           100          100          100
February 7, 2003..........................           100              100           100          100          100
March 7, 2003.............................           100              100           100          100          100
April 7, 2003.............................           100              100           100          100          100
May 7, 2003...............................           100              100           100          100          100
June 7, 2003..............................           100              100           100          100          100
July 7, 2003..............................           100              100           100          100          100
August 7, 2003............................           100              100           100          100          100
September 7, 2003.........................           100              100           100          100          100
October 7, 2003...........................           100              100           100          100          100
November 7, 2003..........................           100              100           100          100          100
December 7, 2003..........................           100              100           100          100          100
January 7, 2004...........................           100              100           100          100          100
February 7, 2004..........................           100              100           100          100          100
March 7, 2004.............................           100              100           100          100          100
April 7, 2004.............................           100              100           100          100          100
May 7, 2004...............................           100              100           100          100          100
June 7, 2004..............................           100              100           100          100          100
July 7, 2004..............................           100              100           100          100          100
August 7, 2004............................           100              100           100          100          100
September 7, 2004.........................           100              100           100          100          100
October 7, 2004...........................           100              100           100          100          100
November 7, 2004..........................           100              100           100          100          100
December 7, 2004..........................           100              100           100          100          100
January 7, 2005...........................           100              100           100          100          100
February 7, 2005..........................           100              100           100          100           90
March 7, 2005.............................           100              100           100          100           77
April 7, 2005.............................           100              100           100          100           65
May 7, 2005...............................           100              100           100           99           53
June 7, 2005..............................           100              100           100           90           43
July 7, 2005..............................           100              100            95           81           34
August 7, 2005............................           100              100            87           72           24
September 7, 2005.........................           100               96            80           63           16
October 7, 2005...........................            97               90            72           53            8
November 7, 2005..........................            91               84            65           44            0
December 7, 2005..........................            87               79            58           35            0
January 7, 2006...........................            83               75            51           26            0
February 7, 2006..........................            80               70            44           17            0
March 7, 2006.............................            76               65            37            8            0
April 7, 2006.............................            72               59            30            0            0
May 7, 2006...............................            68               54            24            0            0
June 7, 2006..............................            64               48            17            0            0
July 7, 2006..............................            60               42            10            0            0
August 7, 2006............................            56               37             4            0            0
September 7, 2006.........................            52               31             0            0            0
October 7, 2006...........................            48               26             0            0            0
November 7, 2006..........................            43               20             0            0            0
December 7, 2006..........................            38               14             0            0            0
January 7, 2007...........................            33                9             0            0            0
February 7, 2007..........................            28                3             0            0            0
March 7, 2007.............................            23                0             0            0            0
April 7, 2007.............................            18                0             0            0            0
May 7, 2007...............................            12                0             0            0            0
June 7, 2007..............................             7                0             0            0            0
July 7, 2007..............................             2                0             0            0            0
August 7, 2007............................             0                0             0            0            0
September 7, 2007.........................             0                0             0            0            0
October 7, 2007...........................             0                0             0            0            0
November 7, 2007..........................             0                0             0            0            0
Weighted Average Life (years)(1)..........          3.83             3.55          3.19         2.95         2.56

--------------------
(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.
</TABLE>

                                                        -58-
<PAGE>

<TABLE>
<CAPTION>
                       Percentage of Outstanding Principal Amount of Class B Notes Remaining
                                     and Weighted Average Life of Class B Notes

Payment Date                                                             Prepayment Assumptions
                                                      0%              50%          100%         150%          200%
                                                      --              ---          ----         ----          ----
<S>                                                  <C>              <C>           <C>          <C>          <C>
Closing Date..............................           100              100           100          100          100
December 7, 2002..........................           100              100           100          100          100
January 7, 2003...........................           100              100           100          100          100
February 7, 2003..........................           100              100           100          100          100
March 7, 2003.............................           100              100           100          100          100
April 7, 2003.............................           100              100           100          100          100
May 7, 2003...............................           100              100           100          100          100
June 7, 2003..............................           100              100           100          100          100
July 7, 2003..............................           100              100           100          100          100
August 7, 2003............................           100              100           100          100          100
September 7, 2003.........................           100              100           100          100          100
October 7, 2003...........................           100              100           100          100          100
November 7, 2003..........................           100              100           100          100          100
December 7, 2003..........................           100              100           100          100          100
January 7, 2004...........................           100              100           100          100          100
February 7, 2004..........................           100              100           100          100          100
March 7, 2004.............................           100              100           100          100          100
April 7, 2004.............................           100              100           100          100          100
May 7, 2004...............................           100              100           100          100          100
June 7, 2004..............................           100              100           100          100          100
July 7, 2004..............................           100              100           100          100          100
August 7, 2004............................           100              100           100          100          100
September 7, 2004.........................           100              100           100          100          100
October 7, 2004...........................           100              100           100          100          100
November 7, 2004..........................           100              100           100          100          100
December 7, 2004..........................           100              100           100          100          100
January 7, 2005...........................           100              100           100          100          100
February 7, 2005..........................           100              100           100          100          100
March 7, 2005.............................           100              100           100          100          100
April 7, 2005.............................           100              100           100          100          100
May 7, 2005...............................           100              100           100          100          100
June 7, 2005..............................           100              100           100          100          100
July 7, 2005..............................           100              100           100          100          100
August 7, 2005............................           100              100           100          100          100
September 7, 2005.........................           100              100           100          100          100
October 7, 2005...........................           100              100           100          100          100
November 7, 2005..........................           100              100           100          100           98
December 7, 2005..........................           100              100           100          100           46
January 7, 2006...........................           100              100           100          100            0
February 7, 2006..........................           100              100           100          100            0
March 7, 2006.............................           100              100           100          100            0
April 7, 2006.............................           100              100           100           89            0
May 7, 2006...............................           100              100           100           35            0
June 7, 2006..............................           100              100           100            0            0
July 7, 2006..............................           100              100           100            0            0
August 7, 2006............................           100              100           100            0            0
September 7, 2006.........................           100              100            77            0            0
October 7, 2006...........................           100              100            33            0            0
November 7, 2006..........................           100              100             0            0            0
December 7, 2006..........................           100              100             0            0            0
January 7, 2007...........................           100              100             0            0            0
February 7, 2007..........................           100              100             0            0            0
March 7, 2007.............................           100               78             0            0            0
April 7, 2007.............................           100               41             0            0            0
May 7, 2007...............................           100                3             0            0            0
June 7, 2007..............................           100                0             0            0            0
July 7, 2007..............................           100                0             0            0            0
August 7, 2007............................            76                0             0            0            0
September 7, 2007.........................            44                0             0            0            0
October 7, 2007...........................            12                0             0            0            0
November 7, 2007..........................             0                0             0            0            0
Weighted Average Life (years)(1)..........          4.82             4.40          3.89         3.48         3.08

--------------------
(1)  The weighted average life of the class B 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 B notes.
</TABLE>

                                                       -59-
<PAGE>

                     Description of the Series 2002-2 Notes

General

     We will issue the series 2002-2 notes under the Base Indenture and the
indenture supplement relating to the series 2002-2 notes. Following is a summary
of the provisions of the series 2002-2 notes. This summary describes the
material provisions of the series 2002-2 notes. This summary is qualified in its
entirety by reference to the provisions of the Indenture.

     We have previously issued five series of notes, four 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 2002-2 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 2002-2 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 2002-2 notes. This
means that you, as an owner of the series 2002-2 notes, will generally not be
entitled to receive a definitive note representing your interest in the series
2002-2 notes: you will hold your series 2002-2 notes through a book-entry record
maintained by DTC. References in this prospectus to distributions, reports and
notices to the holders of series 2002-2 notes will be made to DTC or Cede & Co.,
as registered holder of the series 2002-2 notes in accordance with DTC's
procedures. References in this prospectus to actions by the holders of the
series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 notes will settle in
same-day funds.

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

                                      -60-
<PAGE>

     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 Boerse 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 Boerse 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 2002-2 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 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 2002-2
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

                                      -61-
<PAGE>

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 2002-2 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.

     Your purchase of a beneficial interest in the series 2002-2 notes under the
DTC system must be made by or through a DTC participant, which will receive a
credit for the series 2002-2 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 2002-2 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 2002-2 notes.
You will not receive definitive certificates representing your ownership
interest in the series 2002-2 notes, except in the event that use of the
book-entry system for the series 2002-2 notes is discontinued.

     To facilitate subsequent transfers, all series 2002-2 notes deposited by
DTC participants with DTC are registered in the name of DTC's nominee, Cede &
Co. The deposit of the series 2002-2 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 2002-2 notes. DTC's records reflect
only the identity of DTC participants to whose accounts such series 2002-2 notes
are credited, which may or may not be the owners of the series 2002-2 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 2002-2 notes will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect.

                                      -62-
<PAGE>

     Neither DTC nor Cede & Co. will consent or vote with respect to the series
2002-2 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 2002-2
notes are credited on the record date, identified in a listing attached to that
proxy.

     Principal and interest payments on the series 2002-2 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 2002-2 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 2002-2 notes will be the
responsibility of the DTC direct and indirect participants.

     Distributions on the series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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 participants 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 2002-2
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 2002-2 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
          2002-2 notes under the Indenture, owners of series 2002-2 notes
          representing a Majority in Interest of each class of the series 2002-2
          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 2002-2 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 2002-2 notes. When DTC surrenders the
global notes evidencing the series 2002-2 notes and the indenture trustee
receives instructions for registration of the definitive certificates, we will
issue the definitive certificates representing the series 2002-2 notes. After
definitive certificates representing the series 2002-2 notes are issued, the
indenture trustee will recognize the registered holders of the definitive
certificates as the holders of the series 2002-2 notes under the Indenture.

     The indenture trustee will distribute interest and principal payments on
the series 2002-2 notes issued in definitive form on each payment date directly
to the holders in whose names the series 2002-2 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 2002-2 notes as they appear on the register maintained by
the indenture trustee. In order to receive the final payment of principal of any
series 2002-2 notes issued in definitive form,

                                      -63-
<PAGE>

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 2002-2 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 2002-2 notes to the
registered holders of the series 2002-2 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 2002-2 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 2002-2 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 2002-2 notes after the record
date before the due date for the final payment of principal of the series 2002-2
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 2002-2 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 2002-2 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 2002-2 note, a
replacement series 2002-2 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 2002-2 note within seven days of when that note is due and payable,
instead of issuing a replacement series 2002-2 note, we may pay you when that
note is due or payable. Upon the issuance of any replacement series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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

                                      -64-
<PAGE>

appropriate, to receive the series 2002-2 notes against payment. Payment will
include interest accrued on the series 2002-2 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
2002-2 notes. After settlement has been completed, the series 2002-2 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 2002-2 notes will
appear the next day, in European time, and the cash debit will be back-valued
to, and the interest on the series 2002-2 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.

     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 2002-2 notes
would incur overdraft charges for one day, assuming they cleared the overdraft
when the series 2002-2 notes were credited to their accounts. However, interest
on the series 2002-2 notes would accrue from the value date. Therefore, in many
cases the investment income on the series 2002-2 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 2002-2 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 2002-2 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 2002-2
notes to the DTC participant's account against payment. Payment will include
interest accrued on the series 2002-2 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 2002-2 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,

                                      -65-
<PAGE>

     o    borrowing the series 2002-2 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 2002-2 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 2002-2 notes for each interest period on
each payment date to the holders in whose names the series 2002-2 notes are
registered as of the last business day of the calendar month 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 January 7, 2003.

     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 class B 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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 any class of the series 2002-2 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 such class of series 2002-2 notes
          for that interest period,

                                      -66-
<PAGE>

     o    the payment date for that interest period and

     o    the amount of interest payable on each such class of series 2002-2
          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 2002-2 notes is less than the amount of interest
payable on the series 2002-2 notes, we will pay the funds available to us to
make interest payments on the series 2002-2 notes on such payment date first to
the holders of the class A-1 and class A-2 notes ratably, based upon the
aggregate amount of interest due to each such class of series 2002-2 notes until
all interest due on the class A-1 notes and the class A-2 notes is paid in full
and then to the holders of the class B notes until all interest due on the class
B notes is paid in full.

     So long as any class of the series 2002-2 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
such class of the series 2002-2 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
2002-2 notes during a revolving period. The revolving period will begin on the
closing date and will end when the amortization period for the series 2002-2
notes begins. During the revolving period, all Collections deposited in the
principal collection subaccount for the series 2002-2 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
2002-2 notes beginning on the second payment date following the beginning of the
amortization period for the series 2002-2 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 2002-2 notes for distribution to the
holders of series 2002-2 notes, the lesser of the Principal Payment Amount for
that payment date and the outstanding principal amount of the series 2002-2
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, then to the holders of the class A-2
notes until the class A-2 notes are paid in full and then to the holders of the
class B notes until the class B 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 2002-2
notes for the payment of principal to the holders of the class A-1 notes and the
class A-2 notes on a pro rata basis until the class A-1 notes and the class A-2
notes have been paid in full and then to the holders of the class B notes until
the class B notes are 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 March 2004 and

will end on the date on which the series 2002-2 notes are paid in full and all
dividends and other amounts owing in respect of any preferred membership
interests that we may issue from time to time relating to the series 2002-2
notes have been paid in full and any such preferred membership interests
relating to the series 2002-2 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 November 2007, 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 November 2014, the final maturity date of the class
A-2 notes. We will pay the principal amount of the class B notes in full on or
prior to the payment date in November 2014, the final maturity date of the class
B notes. If the amounts that we have available to pay principal on any class of
the series 2002-2 notes on the final maturity date for that class of notes are
insufficient to pay that class of notes in full, the indenture trustee will
withdraw whatever is on deposit in the reserve account for the series 2002-2

                                      -67-
<PAGE>

notes to cover this deficiency. If there is a deficiency on the final maturity
date for the class B notes and the amount on deposit in the reserve account for
the series 2002-2 notes is not enough to pay such class of notes in full, the
indenture trustee will withdraw whatever is on deposit in the yield reserve
account for the series 2002-2 notes to cover the remaining deficiency.

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

     o    the reserve account for the series 2002-2 notes becomes subject to an
          injunction, estoppel or other stay or a lien, other than certain
          permitted liens,

     o    the yield supplement account for the series 2002-2 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 2002-2
          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 2002-2 Allocated
          Adjusted Aggregate Unit Balance for two or more business days,

     o    the amount on deposit in the yield supplement account for the series
          2002-2 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 any preferred membership
          interests that we may issue from time to time relating to the series
          2002-2 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 2002-2 notes occurs
          under the Indenture,

     o    there is at least $10,000,000 on deposit in the principal collection
          subaccount for the series 2002-2 notes on two consecutive payment
          dates during the revolving period for the series 2002-2 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 any class of series 2002-2 notes is not
          paid in full on the final maturity date of that class of series 2002-2
          notes.

     The following events will be amortization events only if after any
applicable grace period either the indenture trustee or the Series 2002-2
Required Investor Noteholders 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 2002-2 notes
          holding more than 50% of the aggregate principal amount of the series
          2002-2 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 2002-2 notes holding more than 50% of the aggregate
          principal amount of the series 2002-2 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,

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

                                      -68-
<PAGE>

     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 2002-2 notes and the following three administrative
subaccounts in the collection subaccount for the series 2002-2 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 2002-2 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 2002-2 notes and all funds and investments of funds on deposit in
those accounts will be part of the collateral that secures the series 2002-2
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:

     o    the gain on sale account,

     o    the reserve account for the series 2002-2 notes,

     o    the yield supplement account for the series 2002-2 notes,

     o    the general collection subaccount for the series 2002-2 notes and

                                      -69-
<PAGE>

     o    during the amortization period for the series 2002-2 notes, the
          principal collection subaccount.

During the revolving period for the series 2002-2 notes, investments in the
principal collection subaccount for the series 2002-2 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
2002-2 notes will be deposited into the settlement collection subaccount for the
series 2002-2 notes on each payment date. Any earnings on investments in

     o    the gain on sale account,

     o    the reserve account for the series 2002-2 notes and

     o    the yield supplement account for the series 2002-2 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 2002-2 notes
and deposit in the gain on sale account an amount equal to the product of

     o    the average daily Series 2002-2 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.

The indenture trustee will deposit into the settlement collection subaccount for
the series 2002-2 notes the average daily Series 2002-2 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.

                                      -70-
<PAGE>

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 2002-2 notes and
deposit into the general collection subaccount for the series 2002-2 notes the
Series 2002-2 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 2002-2 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 2002-2
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 2002-2 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 2002-2 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 2002-2 notes and deposit in the settlement collection subaccount for the
series 2002-2 notes the following amounts:

     o    the average daily Series 2002-2 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 2002-2 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 2002-2 Invested Percentage during the
          preceding Monthly Period of the amount withdrawn from the gain on sale
          account,

     o    the average daily Series 2002-2 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 2002-2
          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 2002-2 notes the aggregate
Collections deposited in the general collection subaccount for the series 2002-2
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 2002-2 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 2002-2 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 2002-2 notes as described above under
          "--Collection Account"

                                      -71-
<PAGE>

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 2002-2 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 2002-2 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 2002-2 Invested
          Percentage during the preceding Monthly Period of any Monthly Residual
          Value Gain for that date,

     o    to the servicer, the average daily Series 2002-2 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
          2002-2 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 2002-2 notes, accrued and
          unpaid interest on the series 2002-2 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
          2002-2 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 2002-2 notes,

     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 that we
          may have issued relating to the series 2002-2 notes,

     o    on any payment date following a Monthly Period in the revolving period
          for the series 2002-2 notes, to the principal collection subaccount
          for the series 2002-2 notes the amount by which the Required Asset
          Amount exceeds the Series 2002-2 Allocated Adjusted Aggregate Unit
          Balance on that payment date,

     o    on the earlier of the second payment date following the Period End
          Date in March 2004 and the first payment date following an
          amortization event for the series 2002-2 notes, to the distribution
          account for the series 2002-2 notes, the lesser of the Principal
          Payment Amount for that payment date and the outstanding principal
          amount of the series 2002-2 notes,

     o    on and after the payment date on which the series 2002-2 notes are
          paid in full, to redeem any preferred membership interests that we may
          have issued from time to time relating to the series 2002-2 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 2002-2 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 2002-2 notes, if the
          Series 2002-2 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 2002-2
          Allocated Adjusted Aggregate Unit Balance to equal the Required Asset
          Amount,

                                      -72-
<PAGE>

     o    to the yield supplement account for the series 2002-2 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 2002-2 notes.

If the administrator determines that the aggregate amount distributable from the
settlement collection subaccount for the series 2002-2 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 2002-2 notes and deposit in the settlement collection
subaccount for the series 2002-2 notes the least of

     o    the amount of the deficiency,

     o    the product of

          o    the average daily Series 2002-2 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

               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
2002-2 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 2002-2 notes.

     Principal Collection Subaccount. During the revolving period for the series
2002-2 notes, Collections allocated to the principal collection subaccount for
the series 2002-2 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 2002-2
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 2002-2 notes:

     o    to the holders of the series 2002-2 notes of each class, accrued and
          unpaid interest due on that payment date and any past due interest;
          provided, that, if the funds available to pay interest on the series
          2002-2 notes on such payment date are insufficient, then the indenture
          trustee will distribute the funds available to pay interest on the
          series 2002-2 notes on such payment date first ratably to each holder
          of class A-1 and class A-2 notes in the proportion that the amounts
          due to that holder bears to the amounts due to all of the holders of
          the class A-1 notes and the class A-2 notes until all interest due on
          that payment date and any past due interest on the class A-1 notes and
          class A-2 notes is paid in full and then to the holders of the class B
          notes until all interest due on that payment date and any past due
          interest on the class B notes is paid in full.

                                      -73-
<PAGE>

     o    during the amortization period for the series 2002-2 notes, all
          amounts deposited in the distribution account on account of principal
          to the holders of the class A-1 notes until the class A-1 notes have
          been paid in full, then to the holders of the class A-2 notes until
          the class A-2 notes have been paid in full and then to the holders of
          the class B notes until the class B 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
          first ratably to each holder of class A-1 and class A-2 notes until
          the class A-1 and class A-2 notes have been paid in full and then to
          the holders of the class B notes until the class B notes have been
          paid in full.

Distributions will be made to each holder of record of each class of the series
2002-2 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
2002-2 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 2002-2 notes, in whole but not
in part, on any payment date after the April 2004 payment date. If we exercise
our option to prepay, we will repay the principal amount of the series 2002-2
notes in full and pay all accrued and unpaid interest on the series 2002-2 notes
on that payment date. In order for us to prepay the series 2002-2 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 2002-2 notes on or prior to that payment
date.

     If we exercise our option to prepay the series 2002-2 notes, you will be
required to surrender your series 2002-2 notes in order to receive the final
payment of principal of your notes.

Final Payment

     The series 2002-2 notes will be retired on the date on which the final
payment of principal is made to the holders of the series 2002-2 notes, whether
as a result of optional prepayment or otherwise. Unless any class of the series
2002-2 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 any class of the series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2 Notes".

                                      -74-
<PAGE>

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, the
series 2001-1 notes and the series 2002-1 notes will be outstanding. For
information about the terms of the series 1999-2 notes, the series 1999-3 notes,
the series 2001-1 notes and the series 2002-1 notes, see "Chesapeake
Funding--Capitalization--Other Series of Notes and Senior Preferred Membership
Interests".

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 2002-2
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,

                                      -75-
<PAGE>

     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,

     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.

                                      -76-
<PAGE>

     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.

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

                                      -77-
<PAGE>

     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,

     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 2002-2 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 2002-2 notes a monthly settlement statement prepared by the administrator
setting forth the following information for the series 2002-2 notes:

     o    the average Series 2002-2 Invested Percentage during the preceding
          Monthly Period,

     o    the total amount distributed to the holders of the series 2002-2 notes
          on that payment date,

     o    the amount of the distribution allocable to principal of each class of
          the series 2002-2 notes,

     o    the amount of the distribution allocable to interest on each class of
          the series 2002-2 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 2002-2 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 2002-2 notes, the amount on deposit in the
          principal collection subaccount for the series 2002-2 notes and the
          Series 2002-2 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 2002-2
          Allocated Adjusted Aggregate Unit Balance or the amount on deposit in
          the reserve account for the series 2002-2 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 2002-2 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

                                      -78-
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     o    whether the amount on deposit in the yield supplement account for the
          series 2002-2 notes is less than the required yield supplement account
          amount as of that date.

     The monthly settlement statement will tell you the total amount distributed
to the holders of each class of the series 2002-2 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 such class of the series 2002-2 notes and as a percentage of
the outstanding principal amount of such class of the series 2002-2 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 2002-2 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 2002-2 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 2002-2 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

     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

                                      -79-
<PAGE>

     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.

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

                                      -80-
<PAGE>

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 2002-2 Notes

Our Assets

     We will secure our obligations under the notes, including the series 2002-2
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, 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 2002-2 notes
and the indenture supplement relating to the series 2002-2 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 2002-2 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 2002-2
          notes.

                                      -81-
<PAGE>

     The series 2002-2 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 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

                                      -82-
<PAGE>

          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

     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.

                                      -83-
<PAGE>

     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 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".

                                      -84-
<PAGE>

     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.

     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.

                                      -85-
<PAGE>

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

     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 2002-2 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 2002-2 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 aggregate principal amount of the series 2002-2 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
2002-2 notes or the preferred membership interests relating to the series 2002-2
notes that that arrangement will not result in the reduction or withdrawal of
the current rating of the series 2002-2 notes or of the preferred membership
interests relating to the series 2002-2 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.

                                      -86-
<PAGE>

                               Credit Enhancement

     We will provide the following credit enhancement for the series 2002-2
notes:

     o    lease overcollateralization to the extent that the Series 2002-2
          Allocated Adjusted Aggregate Unit Balance exceeds the aggregate
          principal amount of the series 2002-2 notes,

     o    the Fleet Receivable SUBI Certificate and the portion of the amounts
          payable to us as its holder allocated to the series 2002-2 notes,

     o    amounts withdrawn from the gain on sale account and allocated to the
          series 2002-2 notes,

     o    amounts on deposit in the reserve account for the series 2002-2 notes,

     o    amounts on deposit in the yield supplement account for the series
          2002-2 notes, and

     o    in the case of the class A-1 notes and the class A-2 notes, the
          subordination of the class B notes to such class A-1 notes and class
          A-2 notes.

Required Enhancement Amount

     We are required to maintain credit enhancement for the series 2002-2 notes
in the form of lease overcollateralization and/or amounts on deposit in the
reserve account for the series 2002-2 notes in an amount at least equal to the
Required Enhancement Amount.

     On the closing date, the Required Enhancement Amount will equal 5.163% of
the initial aggregate principal amount of the series 2002-2 notes. The Required
Enhancement Amount may increase to 5.871% or 6.787% of the initial aggregate
principal amount of the series 2002-2 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
2002-2 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
               2002-2 notes

          plus

          o    the amount on deposit in the principal collection subaccount for
               the series 2002-2 notes.

     If the sum of the aggregate principal amount of the series 2002-2 notes
plus the Required Overcollateralization Amount exceeds the Series 2002-2
Allocated Adjusted Aggregate Unit Balance for two or more business days, an
amortization event will occur.

                                      -87-
<PAGE>

Required Reserve Account Amount

     We are required to maintain $11,236,000, or 2.062% of the initial aggregate
principal amount of the series 2002-2 notes, on deposit in the reserve account
for the series 2002-2 notes. We will deposit that amount into the reserve
account for the series 2002-2 notes on the closing date. If the amount on
deposit in the reserve account for the series 2002-2 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 2002-2 notes as described under the caption "Description of the Series
2002-2 Notes--Monthly Distributions".

Required Yield Supplement Account Amount

     We are required to maintain on deposit in the yield supplement account for
the series 2002-2 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 2002-2 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
2002-2 notes an amount equal to the Yield Shortfall Amount. If the amount on
deposit in the yield supplement account for the series 2002-2 notes falls below
the required amount for two or more business days, an amortization event will
occur.

     The Yield Shortfall Amount as of October 7, 2002 would have been
$42,487,079 assuming that the weighted average cost of funds for the series
2002-2 notes during the one-month period then ending was 2.11% per annum. The
Yield Shortfall Amount will increase if our weighted average cost of funds for
the series 2002-2 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 senior preferred membership
interests and /or junior preferred membership interests relating to the series
2002-2 notes. See "Chesapeake Funding--Preferred Membership Interests".

     Funds will be withdrawn from and deposited in the yield supplement account
as described under "Description of the Series 2002-2 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,

                                      -88-
<PAGE>

               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,

               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

                                      -89-
<PAGE>

interest is represented by one or more certificates and is created under a
supplement to 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.

     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

                                      -90-
<PAGE>

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,

     o    the completeness of any lease,

     o    the performance or enforcement of any lease or any contract relating
          to a fleet management receivable,

                                      -91-
<PAGE>

     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 2002-2 Notes--Lease SUBI and Fleet Receivable SUBI
--Amendments to Lease SUBI and Fleet Receivable SUBI Supplements".

     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,

                                      -92-
<PAGE>

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,

     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

                                      -93-
<PAGE>

     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

     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

                                      -94-
<PAGE>

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
          provided that such fixed rate will not be 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.

     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

                                      -95-
<PAGE>

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.

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

                                      -96-
<PAGE>

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

     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

                                      -97-
<PAGE>

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

          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.

                                      -98-

     Servicing Fee. The portion of the base servicing fee allocable to the
series 2002-2 notes and payable to the servicer out of Collections allocated to
the series 2002-2 notes on each payment date will equal the product of

     o    0.215% per annum

     multiplied by

     o    the Series 2002-2 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 2002-2 notes and payable to the servicer out of
Collections allocated to the series 2002-2 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 2002-2 notes.

     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 2002-2 notes to pay the fees as described under
"Description of the Series 2002-2 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.

                                      -99-

<PAGE>

     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,

     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.

                                     -100-
<PAGE>

             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.

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.

                                     -101-
<PAGE>

     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 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,

                                     -102-
<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,

     o    those existing beneficial interests represented 100% of the beneficial
          interest in the assets of the origination trust,

                                     -103-
<PAGE>

     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.

                 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

                                     -104-
<PAGE>

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 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

                                     -105-
<PAGE>

     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 trust 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 2002-2 notes.

     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

                                     -106-
<PAGE>

     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 2002-2 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 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

                                     -107-
<PAGE>

     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 2002-2 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 2002-2 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.

Investment in Series 2002-2 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 2002-2 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
2002-2 notes will be "widely held" within the meaning of the plan asset
regulations and there can be no assurance that the series 2002-2 notes will be
"publicly-offered securities" for these purposes.

                                     -108-
<PAGE>

     If the series 2002-2 notes were deemed to be equity interests in us and no
exception under the plan assets regulation applied, we could be deemed to hold
the assets of an ERISA Plan that invests in the series 2002-2 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 responsibility standards of ERISA with respect to the
          ERISA Plan, and

     o    the fiduciary making the investment in the series 2002-2 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 2002-2 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 2002-2 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 2002-2 notes could be affected,
subsequent to their issuance, by certain changes in our structure or financial
condition.

     Prohibited Transaction Rules. Without regard to whether the series 2002-2
notes are treated as equity interests in us, the acquisition or holding of the
series 2002-2 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
2002-2 notes by an ERISA Plan depending on the type and circumstances of the
ERISA Plan fiduciary making the decision to acquire the series 2002-2 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 2002-2
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 2002-2 notes, or any interest in the
series 2002-2 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.

                                     -109-
<PAGE>

     Deemed Representation by Investors. By acquiring and holding a series
2002-2 note or an interest in a series 2002-2 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 2002-2 notes constitutes assets of any Plan or

     o    assuming that the series 2002-2 notes constitute indebtedness without
          substantial equity features for purposes of the plan assets
          regulation, its purchase and holding of series 2002-2 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 2002-2 notes, you should

     o    consult with your legal advisors concerning the impact of ERISA, the
          tax code and any applicable Similar Laws and the potential
          consequences of an investment in the series 2002-2 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 2002-2 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 2002-2 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 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 2002-2 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 2002-2 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 2002-2 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 2002-2 notes by a U.S. Note Owner.
Except as otherwise provided, this summary deals only with U.S. Note Owners who
purchase their series 2002-2 notes upon original issuance and at their original
"issue price" and who hold their series 2002-2 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.

                                     -110-
<PAGE>

     This discussion does not deal with special classes of beneficial owners of
     the series 2002-2 notes, such as

     o    dealers in securities or currencies,

     o    insurance companies,

     o    persons holding series 2002-2 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 2002-2 note.

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 2002-2 notes.

     Classification of the Series 2002-2 Notes. White & Case LLP has provided us
with its opinion that the series 2002-2 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 2002-2 note, you will agree
to treat the series 2002-2 notes as debt for U.S. federal income tax purposes.

     The following summary assumes that the series 2002-2 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
2002-2 notes were not classified properly as debt for U.S. federal income tax
purposes, the series 2002-2 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 2002-2 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 2002-2 Notes. It is expected that the stated
interest on the series 2002-2 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 2002-2 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 2002-2 note will be the first price at which a substantial amount of the
series 2002-2 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 2002-2 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
2002-2 notes were treated as being issued with original issue discount, U.S.
Note Owners would be required to include that

                                     -111-
<PAGE>

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 2002-2 note are made. The
includible amount for each payment will equal the product of

     o    the total amount of the series 2002-2 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 2002-2 note.

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 2002-2 Notes. A U.S. Note Owner
generally will recognize gain or loss on the sale, exchange, retirement or other
taxable disposition of a series 2002-2 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 2002-2 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 2002-2 note
generally will be capital gain or loss and generally will be long-term capital
gain or loss if the series 2002-2 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 2002-2 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 2002-2 note, and reduced by

     o    the amount of any payments made on the series 2002-2 note that are not
          payments of qualified stated interest and

     o    the amount of any amortizable bond premium on the series 2002-2 note.

     Optional Prepayment of the Series 2002-2 Notes. Under the applicable income
Treasury regulations, for purposes of determining the yield and maturity of the
series 2002-2 notes, an unconditional option held by us to redeem all or part of
the series 2002-2 notes is deemed exercised if our exercise of the option would
minimize the yield on the series 2002-2 notes. We will have the option to prepay
the series 2002-2 notes, in whole but not in part, on any payment date after the
December 2003 payment date. The prepayment price for the series 2002-2 notes
will be equal to the aggregate principal amount of the series 2002-2 notes plus
accrued and unpaid interest. Because our option to prepay the series 2002-2
notes would not be expected to reduce the yield on the series 2002-2 notes if
exercised, this prepayment option should be disregarded in determining the yield
and maturity of a series 2002-2 note.

     Non-U.S. Note Owners. If the interest or original issue discount paid or
accrued on a series 2002-2 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 2002-2 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

                                     -112-
<PAGE>

     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 2002-2 note on behalf of the Non-U.S. Note Owner certifies,
          under penalties of perjury, that it has received that statement 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 2002-2
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 2002-2 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 2002-2 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 2002-2 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 2002-2 notes were recharacterized, as discussed above under
the caption "--Classification of the Series 2002-2 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. 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

                                     -113-
<PAGE>

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 2002-2 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 2002-2 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 2002-2 note,

     o    the accrual of original issue discount on a series 2002-2 note and

     o    the proceeds of the sale of a series 2002-2 note before maturity
          within the United States

and "backup withholding" will apply if a non-exempt beneficial owner of series
2002-2 notes fails to provide the certification described below.

     Each beneficial owner of series 2002-2 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 2002-2 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 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 2002-2 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

                                     -114-
<PAGE>

     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 2002-2 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 2002-2
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 2002-2 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
2002-2 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 Rudnick 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.

     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.

                                  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         Principal Amount         Principal Amount
         Underwriters                           of Class A-1 Notes       of Class A-2 Notes        of Class B Notes

<S>                                             <C>                      <C>                       <C>
J.P. Morgan Securities Inc..................... $                        $                         $
Barclays Capital Inc...........................

                                     -115-
<PAGE>

<CAPTION>
                                                 Principal Amount         Principal Amount         Principal Amount
         Underwriters                           of Class A-1 Notes       of Class A-2 Notes        of Class B Notes

<S>                                             <C>                      <C>                       <C>
Banc of America Securities LLC.................
Blaylock & Partners, L.P.......................
Scotia Capital (USA) Inc.......................
Wachovia 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,
                                Price to Public             commissions                to exceed             not to exceed
<S>                                  <C>                         <C>                       <C>                     <C>
Class A-1 Notes                      100%                        %                         %                       %
Class A-2 Notes                      100%                        %                         %                       %
Class B 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>
                                                                                                         Underwriting
                                                                     Proceeds to Issuer                   discounts,
                                       Proceeds to                 (as % of the principal               concessions and
                                         Issuer                     amount of the notes)                   expenses
<S>                               <C>                                      <C>                       <C>
Class A-1 Notes                   $                                        %                         $
Class A-2 Notes                   $                                        %                         $
Class B 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 2002-2 notes will be
subject to certain conditions. The underwriters have agreed to purchase all of
the series 2002-2 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 2002-2
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
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 2002-2 notes to be issued by us on the closing date, without the prior
written consent of the underwriters.

                                     -116-
<PAGE>

     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
               2002-2 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 2002-2 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 2002-2 notes in, from or otherwise involving the United
               Kingdom.

     If you purchase your series 2002-2 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 2002-2 notes.

     The series 2002-2 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 2002-2 notes as
permitted by applicable law. The underwriters are not obligated to make a market
in the series 2002-2 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 2002-2 notes.

     In connection with the offering of the series 2002-2 notes, the
underwriters may make short sales of the series 2002-2 notes and may purchase
series 2002-2 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 2002-2 notes than they are required to purchase in the offering. The
underwriters must close out any short position by purchasing series 2002-2 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
2002-2 notes or preventing or retarding a decline in the price of the series
2002-2 notes. As a result, the price of the series 2002-2 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. 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.

     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 2002-2 notes will be made against
payment on or about the date in the last paragraph on the cover page of this
prospectus. The series 2002-2 notes are subject to a settlement cycle that
exceeds three business days. You should note the initial trading of the series
2002-2 notes may be affected by this long settlement period.

                                     -117-
<PAGE>

                                  Legal Matters

     The validity of the series 2002-2 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 Rudnick 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
2002-2 notes. In connection with our listing application, copies of our LLC
Agreement and a legal notice relating to the issuance of the series 2002-2 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 2002-2 notes have been accepted for clearance through the
facilities of DTC, Clearstream Banking and Euroclear. The securities
identification numbers for the series 2002-2 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
Class B 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 2002-2 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 August 16, 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 2002-2 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 2002-2 notes, nor are we aware that any such
proceedings are currently pending or threatened.

     Regular meetings of the holders of the series 2002-2 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 2002-2 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 2002-2 notes are listed on the Luxembourg Stock
Exchange.

     A copy of our LLC Agreement will, for so long as the series 2002-2 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 2002-2 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

                                     -118-
<PAGE>

Chesapeake Funding LLC if it had been operated as an unaffiliated entity 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 and
2000 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 D.L.
Peterson Trust if it had been operated as an unaffiliated entity), and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                                     -119-
<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,

     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

                                      G-1
<PAGE>
               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.

     "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

                                   G-2
<PAGE>

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, the
series 2002-2 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

          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,

                                       G-3
<PAGE>

          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 Receivables
               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 2002-2 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

     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,

                                      G-4
<PAGE>

     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,

     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.

                                      G-5
<PAGE>

     "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,

     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,

                                      G-6
<PAGE>

     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

     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,

                                      G-7
<PAGE>

     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,

     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.

                                      G-8
<PAGE>

     "Excess 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 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.

     "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 2002-2 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 2002-2 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.

                                      G-9
<PAGE>

     "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 28, 1999, as amended.

     "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 2002-2 notes, (i)
so long as any class A-1 notes or class A-2 notes are outstanding, 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 (ii) so long as any
class B notes are outstanding and no class A-1 notes or class A-2 notes are
outstanding, holders of class B notes evidencing more than 50% by outstanding
principal amount of the class B 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 2002-2 notes and any senior preferred membership interests
          and/or junior preferred membership interests relating to the series
          2002-2 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.

     "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 2002-2 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 Receivables 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

                                      G-11
<PAGE>

     divided by

     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.

     "Principal Payment Amount" means on any payment date the product of

     o    the average daily Series 2002-2 Invested Percentage during the
          preceding Monthly Period

                                      G-12
<PAGE>

     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.

     "Receivables 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 2002-2 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 2002-2 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 2002-2 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.

In addition after the declaration or occurrence of an amortization event with
respect to the series 2002-2 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

                                      G-13
<PAGE>

     o    the sum of

          o    the amount on deposit in the reserve account for the series
               2002-2 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 2002-2 notes.

     "Required Percentage" means on any date 5.871% 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 5.163% 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 6.787%.

     "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

          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

                                      G-14
<PAGE>

          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 2002-2 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 2002-2 Invested Percentage" means with respect to any business day
the percentage equivalent of a fraction the numerator of which is equal to the
Series 2002-2 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 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.

     "Series 2002-2 Required Investor Noteholders" means (i) so long as any
class A-1 notes or class A-2 notes are outstanding, holders of class A-1 notes
and class A-2 notes evidencing more than 50% of the aggregate outstanding
principal amount of the class A-1 notes and the class A-2 notes and (ii) so long
as any class B notes are outstanding and no class A-1 notes or class A-2 notes
are outstanding, holders of class B notes evidencing more than 50% of the
outstanding principal amount of the class B notes.

     "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.

                                      G-15
<PAGE>

     "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 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 2002-2 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.

                                      G-16
<PAGE>

     "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 2002-2 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 2002-2 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 2002-2 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
                         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-17
<PAGE>

              Index to Financial Statements of D.L. Peterson Trust

<TABLE>
<CAPTION>
AUDITED ANNUAL FINANCIAL STATEMENTS

<S>                                                                                                       <C>
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 Annual Financial Statements......................................................................F-5

<CAPTION>
UNAUDITED CONDENSED QUARTERLY FINANCIAL STATEMENTS

<S>                                                                                                       <C>
Condensed Statements of Operations and Trust Equity for the three and six
months ended June 30, 2002 and 2001.......................................................................F-10

Condensed Balance Sheets as of June 30, 2002 and
December 31, 2001.........................................................................................F-11

Notes to Condensed Financial Statements...................................................................F-12
</TABLE>

                                      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>

<TABLE>
<CAPTION>
                                                D. L. Peterson Trust
                                     STATEMENTS OF OPERATIONS AND TRUST EQUITY
                                                   (In thousands)

                                                                                                   Period from
                                                                                                  June 30, 1999
                                                                                                    (date of
                                                                                                 reconstitution)
                                                                      Year Ended                     through
                                                                     December 31,                 December 31,
                                                         -------------------------------------- ------------------
                                                               2001                2000               1999
                                                         ------------------ ------------------- ------------------

Revenues:
<S>                                                        <C>               <C>                  <C>
      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                                $        -         $        -          $      -
                                                            ===========        ===========         =========

                                         See Notes to Financial Statements.
</TABLE>

                                                        F-3
<PAGE>

<TABLE>
<CAPTION>
                                           D. L. Peterson Trust

                                              BALANCE SHEETS
                                              (In thousands)

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

                                    See Notes to Financial Statements.
</TABLE>

                                                   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 settlor 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).  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.

                                      F-5
<PAGE>

     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:

                                                    2001               2000
                                                    ----               ----

     Original cost                              $6,058,499         $4,083,511
     Accumulated depreciation                   (2,926,838)        (1,140,455)
                                                -----------        -----------
                                                $3,131,661         $2,943,056
                                                ===========        ==========

     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:


                                                    2001               2000
                                                    ----               ----

     Original cost                                $209,020           $203,523
     Accumulated depreciation                     (66,023)           (36,832)
                                                  --------           --------
                                                  $142,997           $166,691
                                                  ========           ========

     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>

     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>
     Vehicles 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>

                                      F-8
<PAGE>

     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>

<TABLE>
<CAPTION>
                                                    D. L. Peterson Trust

                                    CONDENSED STATEMENTS OF OPERATIONS AND TRUST EQUITY
                                                       (In thousands)


                                                                         Three Months                   Six Months
                                                                            Ended                          Ended
                                                                           June 30,                       June 30,
                                                                -------------------------       --------------------------
                                                                     2002            2001            2002           2001
                                                                     ----            ----            ----           ----
 <C>                                                             <C>             <C>             <C>
Revenue:
    Leasing revenue                                             $    305,787    $  308,129      $    598,294    $  619,326
                                                                ------------    ----------      ------------    ----------
Expenses:
    Depreciation on leased vehicles                                  264,642       250,511           519,840       496,059
    Interest on special unit of beneficial interest in leases -
        related party                                                 41,144        57,618            78,453       123,267
                                                                ------------    ----------      ------------    ----------
Total expenses                                                  $    305,786       308,129           598,293       619,326
                                                                ------------    ----------      ------------    ----------
Net income                                                      $          -             -                 -             -
                                                                ------------    ----------       -----------    ----------
Trust equity, inning of period                                             -             -                 -             -
                                                                ------------    ----------        ----------    ----------
Trust equity, end of period                                     $          -    $        -      $          -    $        -
                                                                ============    ==========      ============    ==========

                                       See Notes to Condensed Financial Statements.
</TABLE>

                                                           F-10
<PAGE>

<TABLE>
<CAPTION>
                                                   D. L. Peterson Trust

                                                 CONDENSED BALANCE SHEETS
                                                      (In thousands)


                                                                                        June 30,          December 31,
                                                                                          2002               2001
                                                                                    ------------------ ------------------
<S>                                                                                      <C>                <C>
Assets:

   Net investment in leases and leased vehicles:

        Vehicles under operating leases                                                  $  3,333,101       $  3,274,658
        Direct financing leases                                                               105,893            103,474
        Vehicles held for resale                                                               18,095             35,788
                                                                                    ------------------ ------------------
Total assets                                                                             $  3,457,089       $  3,413,920
                                                                                    ================== ==================
Liabilities and trust equity

Liabilities:
   Liability under special unit of beneficial interest in leases -
   related party                                                                         $  3,457,089       $  3,413,920
                                                                                    ------------------ ------------------

Total liabilities                                                                           3,457,089          3,413,920
                                                                                    ------------------ ------------------
Trust equity                                                                                     -                  -
                                                                                    ------------------ ------------------

Total liabilities and trust equity                                                       $  3,457,089       $  3,413,920
                                                                                    ================== ==================

                                       See Notes to Condensed Financial Statements.
</TABLE>

                                                           F-11
<PAGE>

                              D. L. Peterson Trust

                     NOTES TO CONDENSED 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 transfer
     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 the right to receive up to $80 million a month of the
     collections received in respect of the fleet service receivables (the
     "Fleet Receivable SUBI Certificate") and the other certificate representing
     an interest in the Fleet Receivable SUBI represents the amount of
     collections received each month in respect of the 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
     Chesapeake Funding LLC, formerly known as Greyhound Funding LLC
     ("Chesapeake"). Raven retained the Excess Fleet Receivable SUBI Certificate
     and the UTI Certificate. As of March 31, 2002, 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 settlor and initial beneficiary of DLPT. Chesapeake is a special
     purpose limited liability company organized under the laws of the State of
     Delaware. The sole common member of Chesapeake is Raven.

     Chesapeake 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 management's opinion, the accompanying unaudited Financial Statements
     contain all normal recurring adjustments necessary for a fair presentation
     of interim results reported. The results of operations reported for interim
     periods are not necessarily indicative of the results of operations for the
     entire year or any subsequent interim period. In addition, management is
     required to make estimates and assumptions that affect the amounts reported
     and related disclosures. Estimates, by their nature, are based on judgment
     and available information. Accordingly, actual results could differ from
     those estimates. The Financial Statements should be read in conjunction
     with DLPT's Annual Report on Form 10-K dated March 29, 2002.

                                      *****

                                      F-12
<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
                           4 New York Plaza, 6th Floor
                            New York, New York 10004

                   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
  LUXEMBOURG LISTING AGENT                    CO-PAYING AGENT AND
                                       CO-TRANSFER AGENT AND CO-REGISTRAR                PAYING AGENT
Banque Generale du Luxembourg                 JPMorgan Chase Bank                    JPMorgan Chase Bank
   50, Avenue J.F. Kennedy                      Luxembourg, S.A.                 4 New York Plaza, 6th Floor
      L-2951 Luxembourg                        45 Boulevard Royal                  New York, New York 10004
                                               L-2955 Luxembourg
</TABLE>
<PAGE>

                                   Prospectus

                                  $544,900,000

                             Chesapeake Funding LLC

      $255,000,000 Series 2002-2 Floating Rate Callable Asset Backed Notes,
                                    Class A-1

      $245,000,000 Series 2002-2 Floating Rate Callable Asset Backed Notes,
                                    Class A-2

      $44,900,000 Series 2002-2 Floating Rate Callable Asset Backed Notes,
                                     Class B


                             PHH Vehicle Management
                                 Services, LLC,
                                   As Servicer

                                    JPMorgan
                                Barclays Capital
                         Banc of America Securities LLC
                            Blaylock & Partners, L.P.
                                 Scotia Capital
                               Wachovia Securities


                               [__________], 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 not  offering  these  securities  in any  state  where  the  offer is not
permitted.
<PAGE>

                                     Part II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14. Other Expenses of Issuance and Distribution.

Registration Fee                                    $ 75,440
Printing and Engraving Expenses                       20,000
Legal Fees and Expenses                              500,000
Accounting Fees and Expenses                         165,000
Trustee Fees and Expenses                             15,000
Blue Sky Fees and Expenses                            10,000
Miscellaneous                                         34,560
Total                                               $800,000
                                                    ========

---------------
*    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. 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  liabilities  to which any such  person may become  subject
insofar as such losses, claims, damages, liabilities or actions 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 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.

                                      II-1
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

Exhibit
  No.     Description

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.
3.5       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.
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 Rudnick LLP regarding certain Maryland state tax
          matters.
10.1      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.
10.2      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 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.

                                      II-2
<PAGE>

10.3      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.
10.4      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.
10.5      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.
10.6      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.
10.7      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.
10.8      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.
10.9      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.
10.10     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.
10.11     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.
10.12     Form of Interest Rate Cap with Bank of America, National Association.
10.13     Form of Interest Rate Cap with JPMorgan Chase Bank.
10.14     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>

10.15     Guarantee of Avis Group Holdings, Inc. (formerly known as 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.
10.16     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.
10.17     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.
10.18     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 Rudnick 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 of the Registration Statement
          filed on September 4, 2002).
25        Statement of Eligibility and Qualification of the Indenture Trustee on
          Form T-1.

----------------
+Previously filed.
*Previously filed as to Exhibits 5 and 8.1

                                      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 Pre-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hunt Valley, state of Maryland on November 8,
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


                                      II-6

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on November 8, 2002.

<TABLE>
<CAPTION>

           Signatures                                                              Title
           ----------                                                              -----

<S>                                          <C>
                *                             Chief Executive Officer of Chesapeake Funding LLC
----------------------------------
 George J. Kilroy

/s/ Neil J. Cashen                            Chief Financial Officer of Chesapeake Funding LLC
----------------------------------
 Neil J. Cashen

               *                              Chief Accounting Officer of Chesapeake Funding LLC
----------------------------------
 Bradley J. Howatt

/s/ Joseph W. Weikel                          Manager of Chesapeake Funding LLC
----------------------------------
 Joseph W. Weikel

                *                             Manager of Chesapeake Funding LLC
----------------------------------
 Kevin Burns

                *                             Manager of Chesapeake Funding LLC
----------------------------------
 Tony Wong

                *                             President and Chief Executive Officer of Raven Funding LLC
----------------------------------
 George J. Kilroy

/s/ Neil J. Cashen                            Manager, Executive Vice President and Chief Financial Officer of
----------------------------------            Raven Funding LLC
 Neil J. Cashen

               *                              Chief Accounting Officer of Raven Funding LLC
----------------------------------
 Bradley J. Howatt

               *                              Manager of Raven Funding LLC
----------------------------------
 Christopher T. Burt

               *                              Manager of Raven Funding LLC
----------------------------------
 Bernard J. Angelo

                                      II-7

<PAGE>

/s/ Joseph W. Weikel                          Manager of Raven Funding LLC
----------------------------------
 Joseph W. Weikel

               *                              Manager of Raven Funding LLC
----------------------------------
 Duncan H. Cocroft

</TABLE>

* Signed by Neil J. Cashen pursuant to the power of attorney

/s/ Neil J. Cashen
------------------------------------
  Neil J. Cashen

                                      II-8

<PAGE>

                                  EXHIBIT INDEX

Exhibit
  No.     Description

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.
3.5       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.
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 Rudnick LLP regarding certain Maryland state tax
          matters.
10.1      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.
10.2      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 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.
<PAGE>

10.3      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.
10.4      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.
10.5      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.
10.6      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.
10.7      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.
10.8      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.
10.9      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.
10.10     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.
10.11     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.
10.12     Form of Interest Rate Cap with Bank of America, National Association.
10.13     Form of Interest Rate Cap with JPMorgan Chase Bank.
10.14     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.
<PAGE>

10.15     Guarantee of Avis Group Holdings, Inc. (formerly known as 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.
10.16     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.
10.17     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.
10.18     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 Rudnick 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 of the Registration Statement
          filed on September 4, 2002).
25        Statement of Eligibility and Qualification of the Indenture Trustee on
          Form T-1.
--------------
+Previously filed
*Previously filed as to Exhibits 5 and 8.1