Exhibit 4.3

                             CHESAPEAKE FUNDING LLC,
                                    as Issuer

                                       and

                              JPMORGAN CHASE BANK,
                              as Indenture Trustee




                       SERIES 2002-1 INDENTURE SUPPLEMENT

                            dated as of _______, 2002

                                       to

                                 BASE INDENTURE

                            dated as of June 30, 1999




                                  $650,000,000
                                       of
               Floating Rate Callable Asset-Backed Investor Notes

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                                Table of Contents
                                                                            Page
                                                                            ----

PRELIMINARY STATEMENT..........................................................1

DESIGNATION....................................................................1

ARTICLE I DEFINITIONS..........................................................1

ARTICLE II ARTICLE 5 OF THE BASE INDENTURE....................................13

   Section 5A.1  Establishment of Series 2002-1 Subaccounts...................13

   Section 5A.2  Allocations with Respect to the Series 2002-1 Investor Notes.14

   Section 5A.3  Determination of Interest....................................16

   Section 5A.4  Monthly Application of Collections...........................17

   Section 5A.5  Payment of Monthly Interest Payment..........................20

   Section 5A.6  Payment of Principal.........................................20

   Section 5A.7  The Administrator's Failure to Instruct the Indenture
                 Trustee to Make a Deposit or Payment.........................21

   Section 5A.8  Series 2002-1 Reserve Account................................21

   Section 5A.9  Series 2002-1 Yield Supplement Account.......................23

   Section 5A.10 Series 2002-1 Distribution Account...........................25

   Section 5A.11 Lease Rate Caps..............................................25

ARTICLE III AMORTIZATION EVENTS...............................................27

ARTICLE IV OPTIONAL PREPAYMENT................................................29

ARTICLE V SERVICING AND ADMINISTRATOR FEES....................................29

         Section 5.1 Servicing Fees...........................................29

         Section 5.2 Administrator Fee........................................29

ARTICLE VI FORM OF SERIES 2002-1 NOTES........................................30

         Section 6.1 Initial Issuance of Series 2002-1 Investor Notes.........30

         Section 6.2 Global Notes.............................................30

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         Section 6.3 Definitive  Notes........................................31

ARTICLE VII INFORMATION.......................................................31

ARTICLE VIII MISCELLANEOUS....................................................31

         Section 8.1 Ratification of Indenture................................31

         Section 8.2 Obligations Unaffected...................................31

         Section 8.3 Governing Law............................................31

         Section 8.4 Further Assurances.......................................31

         Section 8.5 Exhibits.................................................32

         Section 8.6 No Waiver; Cumulative Remedies...........................32

         Section 8.7 Amendments...............................................32

         Section 8.8 Severability.............................................32

         Section 8.9 Counterparts.............................................32

         Section 8.10 No Bankruptcy Petition..................................32

         Section 8.11 SUBIs...................................................33

         Section 8.12 Notice to Rating Agencies...............................34

         Section 8.13 Conflict of Instructions................................34

EXHIBITS
Exhibit A-1:      Form of Class A-1 Note
Exhibit A-2:      Form of Class A-2 Note
Exhibit B:        Form of Monthly Settlement Statement
Exhibit C:        Form of Series 2002-1 Lease Rate Cap

                                      -ii-

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          SERIES 2002-1 SUPPLEMENT, dated as of ________, 2002 (as amended,
supplemented, restated or otherwise modified from time to time, this "Indenture
Supplement") between CHESAPEAKE FUNDING LLC (formerly known as Greyhound Funding
LLC), a special purpose limited liability company established under the laws of
Delaware (the "Issuer"), and JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank) ("JPMorgan Chase"), a New York banking corporation, in its
capacity as Indenture Trustee (together with its successors in trust thereunder
as provided in the Base Indenture referred to below, the "Indenture Trustee"),
to the Base Indenture, dated as of June 30, 1999, between the Issuer and the
Indenture Trustee (as amended, modified, restated or supplemented from time to
time, exclusive of Indenture Supplements creating new Series of Investor Notes,
the "Base Indenture").

                             PRELIMINARY STATEMENT

          WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among
other things, that the Issuer and the Indenture Trustee may at any time and from
time to time enter into a Indenture Supplement to the Base Indenture for the
purpose of authorizing the issuance of one or more Series of Investor Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

                                  DESIGNATION

          There is hereby created a Series of Investor Notes to be issued
pursuant to the Base Indenture and this Indenture Supplement and such Series of
Investor Notes shall be designated generally as Series 2002-1 Floating Rate
Callable Asset Backed Investor Notes.

          The Series 2002-1 Investor Notes shall be issued in two classes: one
of which shall be designated as Series 2002-1 Floating Rate Callable Asset
Backed Investor Notes, Class A-1, and referred to herein as the Class A-1
Investor Notes and the other of which shall be designated as the Series 2002-1
Floating Rate Callable Asset Backed Investor Notes, Class A-2, and referred to
herein as the Class A-2 Investor Notes. The Class A-1 Investor Notes and the
Class A-2 Investor Notes are referred to herein collectively as the "Series
2002-1 Investor Notes." The Series 2002-1 Investor Notes shall be issued in
minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

          The net proceeds from the sale of the Series 2002-1 Investor Notes (as
defined herein) shall be deposited in the Series 2002-1 Collection Subaccount
and shall be used by the Issuer to fund the maintenance of the SUBI Certificates
under the Transfer Agreement and/or to reduce the Invested Amounts of other
Series of Investor Notes.

                                   ARTICLE I

                                  DEFINITIONS

          (a) All capitalized terms not otherwise defined herein are defined in
the Definitions List attached to the Base Indenture as Schedule 1 thereto. All
Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base

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Indenture, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the
Base Indenture, each capitalized term used or defined herein shall relate only
to the Series 2002-1 Investor Notes and not to any other Series of Investor
Notes issued by the Issuer.

          (b) The following words and phrases shall have the following meanings
with respect to the Series 2002-1 Investor Notes and the definitions of such
terms are applicable to the singular as well as the plural form of such terms
and to the masculine as well as the feminine and neuter genders of such terms:

          "Amortization Event" is defined in Article 3.

          "Assumed Lease Term" means, with respect to any Series 2002-1 Yield
Shortfall Lease, the number of months over which the Capitalized Cost of the
related Leased Vehicle is being depreciated thereunder.

          "Authorized Newspaper" means a daily newspaper published in the
English language of general circulation in Luxembourg (or if publication is not
practical in Luxembourg, in Europe).

          "Avis" means Avis Group Holdings, Inc. and its successors and assigns.

          "Calculation Agent" means JPMorgan Chase Bank, in its capacity as
calculation agent with respect to the Series 2002-1 Note Rates.

          "Cendant" means Cendant Corporation and its successors and assigns.

          "Class A-1 Final Maturity Date" means the June 2007 Payment Date.

          "Class A-1 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-1 Investor Notes, which is $295,000,000.

          "Class A-1 Interest Shortfall Amount" is defined in Section 5A.3(c).

          "Class A-1 Invested Amount" means as of any date of determination, an
amount equal to (a) the Class A-1 Initial Invested Amount minus (b) the amount
of principal payments made to Class A-1 Investor Noteholders on or prior to such
date.

          "Class A-1 Investor Noteholder" means the Person in whose name a Class
A-1 Investor Note is registered in the Note Register.

          "Class A-1 Investor Notes" means any one of the Series 2002-1 Floating
Rate Callable Asset Backed Investor Notes, Class A-1, executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-1. Definitive Class A-1 Investor Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.11 of the Base Indenture.

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          "Class A-1 Monthly Interest" means, with respect to any Series 2002-1
Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate
for such Series 2002-1 Interest Period, (ii) the Class A-1 Invested Amount on
the first day of such Series 2002-1 Interest Period, after giving effect to any
principal payments made on such date, or, in the case of the initial Series
2002-1 Interest Period, the Class A-1 Initial Invested Amount and (iii) a
fraction, the numerator of which is the number of days in such Series 2002-1
Interest Period and the denominator of which is 360.

          "Class A-1 Note Rate" means, (i) with respect to the initial Series
2002-1 Interest Period, ____% per annum and (ii) with respect to each Series
2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such Series 2002-1 Interest Period plus ____% per annum.

          "Class A-2 Final Maturity Date" means the June 2014 Payment Date.


          "Class A-2 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-2 Investor Notes, which is $355,000,000.

          "Class A-2 Interest Shortfall Amount" is defined in Section 5A.3(c).

          "Class A-2 Invested Amount" means, as of any date of determination, an
amount equal to (a) the Class A-2 Initial Invested Amount minus (b) the amount
of principal payments made to Class A-2 Investor Noteholders on or prior to such
date.

          "Class A-2 Investor Noteholder" means the Person in whose name a Class
A-2 Investor Note is registered in the Note Register.

          "Class A-2 Investor Notes" means any one of the Series 2002-1 Floating
Rate Asset Backed Callable Investor Notes, Class A-2, executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-2. Definitive Class A-2 Investor Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.11 of the Base Indenture.

          "Class A-2 Monthly Interest" means, with respect to any Series 2002-1
Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate
for such Series 2002-1 Interest Period, (ii) the Class A-2 Invested Amount on
the first day of such Series 2002-1 Interest Period, after giving effect to any
principal payments made on such date, or, in the case of the initial Series
2002-1 Interest Period, the Class A-2 Initial Invested Amount and (iii) a
fraction, the numerator of which is the number of days in such Series 2002-1
Interest Period and the denominator of which is 360.

          "Class A-2 Note Rate" means, (i) with respect to the initial Series
2002-1 Interest Period, ____% per annum and (ii) with respect to each Series
2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such Series 2002-1 Interest Period plus ____% per annum.

          "Deficiency" is defined in Section 5A.4(b)(i).

                                      -3-

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          "Dividend Amount" means, with respect to any Payment Date, the
aggregate amount of dividends payable to the Series 2002-1 Preferred Members in
respect of their Series 2002-1 Preferred Membership Interests pursuant to the
LLC Agreement.

          "Dollar", "US$" and "$" means lawful currency of the United States.

          "DTC" means The Depository Trust Company or its successor, as the
Clearing Agency for the Series 2002-1 Investor Notes.

          "Final Maturity Date" means the Class A-1 Final Maturity Date or the
Class A-2 Final Maturity Date.

          "Indenture Supplement" has the meaning set forth in the preamble.

          "Interest Shortfall" is defined in Section 5A.3(c).

          "LIBOR Determination Date" means, with respect to any Series 2002-1
Interest Period, the second London Business Day next preceding the first day of
such Series 2002-1 Interest Period.

          "London Business Day" means any day on which dealings in deposits in
Dollars are transacted in the London interbank market and banking institutions
in London are not authorized or obligated by law or regulation to close.

          "Monthly Interest Payment" is defined in Section 5A.4(c)(v).

          "One-Month LIBOR" means, for each Series 2002-1 Interest Period, the
rate per annum determined on the related LIBOR Determination Date by the
Calculation Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time, on such LIBOR Determination Date; provided, however, that if such rate
does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such
2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by
the Reference Banks to the Calculation Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the LIBOR Determination Date to prime banks in the London interbank
market for a period equal to one month; provided, further, that if fewer than
two quotations are provided as requested by the Reference Banks, "One-Month
LIBOR" for such Series 2002-1 Interest Period will mean the arithmetic mean
(rounded to the nearest one-one-hundred-thousandth of one percent) of the rates
quoted by major banks in New York, New York selected by the Calculation Agent,
at approximately 10:00 a.m., New York City time, on the first day of such Series
2002-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; provided, finally, that if no such quotes are
provided, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean
One-Month LIBOR as in effect with respect to the preceding Series 2002-1
Interest Period.

                                      -4-

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          "Outstanding" means, with respect to the Series 2002-1 Investor Notes,
all Series 2002-1 Investor Notes theretofore authenticated and delivered under
the Indenture, except (a) Series 2002-1 Investor Notes theretofore canceled or
delivered to the Transfer Agent and Registrar for cancellation, (b) Series
2002-1 Investor Notes which have not been presented for payment but funds for
the payment of which are on deposit in the Series 2002-1 Distribution Account
and are available for payment of such Series 2002-1 Investor Notes, and Series
2002-1 Investor Notes which are considered paid pursuant to Section 11.1 of the
Base Indenture, or (c) Series 2002-1 Investor Notes in exchange for or in lieu
of other Series 2002-1 Investor Notes which have been authenticated and
delivered pursuant to the Indenture unless proof satisfactory to the Indenture
Trustee is presented that any such Series 2002-1 Investor Notes are held by a
purchaser for value.

          "Payment Date" means the 7th day of each month, or if such date is not
a Business Day, the next succeeding Business Day, commencing July 8, 2002.

          "PHH" means PHH Corporation and its successors and assigns.

          "Prepayment Date" is defined in Article 4.

          "Rating Agencies" means, with respect to the Series 2002-1 Investor
Notes, Standard & Poor's, Moody's and any other nationally recognized rating
agency rating the Series 2002-1 Investor Notes at the request of the Issuer.

          "Rating Agency Condition" means, with respect to any action specified
herein as requiring satisfaction of the Rating Agency Condition, that each
Rating Agency shall have been given 10 days' (or such shorter period as shall be
acceptable to each Rating Agency) prior notice thereof and that each of the
Rating Agencies shall have notified the Issuer and the Indenture Trustee in
writing that such action will not result in a reduction or withdrawal of the
then current rating of the Series 2002-1 Investor Notes or of any Series 2002-1
Preferred Membership Interests.

          "Record Date" means, with respect to each Payment Date, the last day
of the immediately preceding calendar month.

          "Reference Banks" means four major banks in the London interbank
market selected by the Calculation Agent.

          "Series 2002-1" means Series 2002-1, the Principal Terms of which are
set forth in this Indenture Supplement.

          "Series 2002-1 Administrator Fee" is defined in Section 5.2.

          "Series 2002-1 Allocated Adjusted Aggregate Unit Balance" means, as of
any date of determination, the product of (a) the Adjusted Aggregate Unit
Balance and (b) the percentage equivalent of a fraction the numerator of which
is the Series 2002-1 Required Asset Amount as of such date and the denominator
of which is the sum of (x) the Series 2002-1 Required Asset Amount and (y) the
aggregate Required Asset Amounts with respect to each other Series of Investor
Notes as of such date, including all Series of

                                      -5-

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Investor Notes that have been paid in full but as to which the Amortization
Period shall have not ended.

          "Series 2002-1 Allocated Asset Amount Deficiency" means, as of any
date of determination, the amount, if any, by which the Series 2002-1 Allocated
Adjusted Aggregate Unit Balance is less than the Series 2002-1 Required Asset
Amount as of such date.

          "Series 2002-1 Amortization Period" means the period beginning at the
earlier of (a) the close of business on the Business Day immediately preceding
the day on which an Amortization Event is deemed to have occurred with respect
to the Series 2002-1 Investor Notes and (b) the close of business on the Period
End Date in November 2003 and ending on the date when (i) the Series 2002-1
Investor Notes are fully paid, (ii) all dividends accrued and accumulated on the
Series 2002-1 Preferred Membership Interests shall have been declared and paid
in full, (iii) the Series 2002-1 Preferred Membership Interests shall have been
redeemed in accordance with their terms and (iv) all amounts owing in respect of
the Series 2002-1 Preferred Membership Interests under the Series 2002-1
Preferred Membership Interest Purchase Agreement shall have been paid in full by
the Issuer.

          "Series 2002-1 Available Excess Collections Amount" means, on any
Business Day during the period commencing on a Period End Date to but excluding
the next succeeding Settlement Date, an amount equal to the excess, if any, of
(a) the amount deposited in the Series 2002-1 General Collection Subaccount
during the immediately preceding Monthly Period pursuant to Section 5A.2(a) over
(b) the sum of (i) the amounts to be distributed from the Series 2002-1
Settlement Collection Subaccount pursuant to paragraphs (i) through (xii) of
Section 5A.4(c) on such Settlement Date, and (ii) any amounts owing in respect
of the Series 2002-1 Preferred Membership Interests under the Series 2002-1
Preferred Membership Interest Purchase Agreement on such Settlement Date.

          "Series 2002-1 Basic Servicing Fee" is defined in Section 5.1.

          "Series 2002-1 Closing Date" means __________ 2002.

          "Series 2002-1 Collateral" means the Collateral, the Series 2002-1
Reserve Account, the Series 2002-1 Yield Supplement Account, the Series 2002-1
Distribution Account and the Series 2002-1 Lease Rate Caps.

          "Series 2002-1 Collection Subaccount" is defined in Section 5A.1(a).

          "Series 2002-1 Distribution Account" is defined in Section 5A.10(a).

          "Series 2002-1 Eligible Counterparty" means a financial institution
having on the date of any acquisition of a Lease Rate Cap short-term debt
ratings of at least A-1 by Standard & Poor's and P-1 by Moody's and long-term
unsecured debt ratings of at least A+ by Standard & Poor's and Aa3 by Moody's.

                                      -6-

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          "Series 2002-1 Excess Fleet Receivable Amount" means, for any
Settlement Date, an amount equal to the product of (a) the average daily Series
2002-1 Invested Percentage during the immediately preceding Monthly Period and
(b) the Excess Fleet Receivable Amount for such Settlement Date.

          "Series 2002-1 Gain on Sale Account Percentage" means 10%.

          "Series 2002-1 Global Notes" is defined in Section 6.2.

          "Series 2002-1 Hypothetical Yield Shortfall Amount" means, for any
Settlement Date, an amount equal to the product of (x) the excess, if any, of
the Series 2002-1 Minimum Yield Rate for such Settlement Date over the CP Rate
as of the last day of the immediately preceding Monthly Period, (y) the Series
2002-1 Invested Percentage on such Settlement Date of the aggregate Lease
Balance of all Floating Rate Leases as of the last day of the immediately
preceding Monthly Period and (z) 2.75.

          "Series 2002-1 Initial Invested Amount" means the sum of the Class A-1
Initial Invested Amount and the Class A-2 Initial Invested Amount.

          "Series 2002-1 Interest Period" means a period commencing on and
including a Payment Date and ending on and including the day preceding the next
succeeding Payment Date; provided, however, that the initial Series 2002-1
Interest Period shall commence on and include the Series 2002-1 Closing Date and
end on and include July 7, 2002.

          "Series 2002-1 Invested Amount" means, as of any date of
determination, the sum of the Class A-1 Invested Amount and the Class A-2
Invested Amount as of such date.

          "Series 2002-1 Invested Percentage" means, with respect to any
Business Day (i) during the Series 2002-1 Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction the
numerator of which shall be equal to the Series 2002-1 Allocated Adjusted
Aggregate Unit Balance as of the end of the immediately preceding Business Day
and the denominator of which is the sum of the numerators used to determine
invested percentages for allocations for all Series of Investor Notes (and all
classes of such Series of Investor Notes), including all Series of Investor
Notes that have been paid in full but as to which the Amortization Period has
not ended, as of the end of such immediately preceding Business Day or (ii)
during the Series 2002-1 Amortization Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction the numerator of which shall
be equal to the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of
the end of the Series 2002-1 Revolving Period, and the denominator of which is
the sum of the numerators used to determine invested percentages for allocations
for all Series of Investor Notes (and all classes of such Series of Investor
Notes), including all Series of Investor 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.

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          "Series 2002-1 Investor Noteholder" means, collectively, the Class A-1
Investor Noteholders and the Class A-2 Investor Noteholders.

          "Series 2002-1 Investor Note Owner" means, with respect to a Series
2002-1 Global Note, the Person who is the beneficial owner of an interest in
such Series 2002-1 Global Note, as reflected on the books of DTC, or on the
books of a Person maintaining an account with DTC (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of DTC).

          "Series 2002-1 Investor Notes" means, collectively, the Class A-1
Investor Notes and the Class A-2 Investor Notes.

          "Series 2002-1 Junior Preferred Membership Interests" means the Junior
Preferred Membership Interests relating to the Series 2002-1 Investor Notes, if
any, issued by the Issuer pursuant to the LLC Agreement.

          "Series 2002-1 Lease Rate Cap" means one or more interest rate caps,
substantially in the form of Exhibit C, from a Series 2002-1 Eligible
Counterparty.

          "Series 2002-1 Liquid Credit Enhancement Deficiency" means, on any
date of determination, the amount by which the Series 2002-1 Reserve Account
Amount is less than the Series 2002-1 Required Reserve Account Amount.

          "Series 2002-1 Minimum Yield Rate" means, for any Settlement Date, a
rate per annum equal to the sum of (i) the Series 2002-1 Weighted Average Cost
of Funds for such Settlement Date, (ii) 0.225% and (iii) 0.48%.

          "Series 2002-1 Monthly Interest" means, with respect to any Series
2002-1 Interest Period, the sum of Class A-1 Monthly Interest and Class A-2
Monthly Interest for such Series 2002-1 Interest Period.

          "Series 2002-1 Monthly Residual Value Gain" means, for any Settlement
Date, an amount equal to the product of (a) the average daily Series 2002-1
Invested Percentage during the immediately preceding Monthly Period and (b) the
Monthly Residual Value Gain for such Settlement Date.

          "Series 2002-1 Note Rate" means the Class A-1 Note Rate or the Class
A-2 Note Rate, as the context may require.

          "Series 2002-1 Note Termination Date" means the date on which the
Series 2002-1 Investor Notes are fully paid.

          "Series 2002-1 Preferred Member Distribution Account" means the
account established in respect of the Series 2002-1 Preferred Membership
Interests pursuant to the LLC Agreement.

          "Series 2002-1 Preferred Members" means the registered holders of the
Series 2002-1 Preferred Membership Interests.

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          "Series 2002-1 Preferred Membership Interest Purchase Agreement"
means, collectively, one or more purchase agreements among the Issuer, one or
more purchasers of the Series 2002-1 Senior Preferred Membership Interests
thereunder, the funding agents of such purchasers, one or more banks or other
financial institutions providing liquidity funding to such purchasers and the
Administrator, as the same may from time to time be amended, supplemented or
otherwise modified in accordance with its terms, and one or more purchase
agreements relating to the Series 2002-1 Junior Preferred Membership Interests
among the Issuer, one or more purchasers of the Series 2002-1 Junior Preferred
Membership Interests and the Administrator, as the same may from time to time be
amended, supplemented or otherwise modified in accordance with its terms.

          "Series 2002-1 Preferred Membership Interests" means the Series 2002-1
Senior Preferred Membership Interests and the Series 2002-1 Junior Preferred
Membership Interests, if any.

          "Series 2002-1 Principal Collection Subaccount" is defined in Section
5A.1(a).

          "Series 2002-1 Principal Payment Amount" means, for any Settlement
Date, an amount equal to the product of (a) the average daily Series 2002-1
Invested Percentage during the immediately preceding Monthly Period and (b) the
Principal Payment Amount for such Settlement Date.

          "Series 2002-1 Required Asset Amount" means, as of any date of
determination, the sum of the Series 2002-1 Invested Amount and the Series
2002-1 Required Overcollateralization Amount as of such date.

          "Series 2002-1 Required Enhancement Amount" means, on any date, the
Series 2002-1 Required Percentage on such date of the Series 2002-1 Initial
Invested Amount plus; if the Three-Month Average Residual Value Loss Ratio with
respect to the most recent Settlement Date exceeded 12.50%, an amount equal to
the product of (a) the Series 2002-1 Invested Percentage as the last day of the
Monthly Period immediately preceding such Settlement Date and (b) 90% of the
amount by which the Aggregate Residual Value Amount exceeded the Excess Residual
Value Amount, in each case, as of that date; provided, however, that, after the
declaration or occurrence of an Amortization Event, the Series 2002-1 Required
Enhancement Amount shall equal the Series 2002-1 Required Enhancement Amount on
the date of the declaration or occurrence of such Amortization Event.

          "Series 2002-1 Required Investor Noteholders" means Series 2002-1
Investor Noteholders holding more than 50% of the Series 2002-1 Invested Amount
(excluding any Series 2002-1 Investor Notes held by the Issuer or any Affiliate
of the Issuer).

          "Series 2002-1 Required Lease Rate Cap" means one or more Series
2002-1 Lease Rate Caps having, in the aggregate, a notional amount on each
Payment Date equal to the lesser of (x) the average daily Series 2002-1 Invested
Percentage during the Monthly Period immediately preceding such Payment Date of
the aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI
Portfolio as of the last day

                                      -9-

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of the immediately preceding Monthly Period that were not Fixed Rate Leases when
initially allocated to the Lease SUBI Portfolio or on the Series 2002-1 Closing
Date, plus, in the case of all such Fixed Rate Leases that are Closed-End
Leases, the aggregate Stated Residual Values of the related Leased Vehicles and
(y) the sum of the Series 2002-1 Invested Amount and the aggregate stated
liquidation preference of the Series 2002-1 Preferred Membership Interests on
such Payment Date and an effective strike rate based on the eurodollar rate set
forth therein in effect on the dates set forth therein at the most equal to the
weighted average fixed rate of interest on such Fixed Rate Leases minus [0.65]%
per annum.

          "Series 2002-1 Required Overcollateralization Amount" means, on any
date of determination during an Accrual Period, the amount by which the Series
2002-1 Required Enhancement Amount exceeds the sum of (a) the Series 2002-1
Reserve Account Amount and (b) the amount on deposit in the Series 2002-1
Principal Collection Subaccount on such date (excluding any amounts deposited
therein pursuant to Section 5A.2(d) during the Monthly Period commencing after
the first day of such Accrual Period).

          "Series 2002-1 Required Percentage" means, on any date of
determination, 15.9425% unless:

          (a) for the most recent Settlement Date all of the following were
true:

          (i) the Three Month Average Charge-Off Ratio was 0.50 % or less;

          (ii) the Twelve Month Average Charge-Off Ratio was 0.25% or less;

          (iii) the Three Month Average Residual Value Loss Ratio was 10.00% or
less;

          (iv) the Twelve Month Average Residual Value Loss Ratio was 5.00% or
less;

          (v) the Three Month Average Paid-In Advance Loss Ratio was 1.00% or
less;

          (vi) the Twelve Month Average Paid-In Advance Loss Ratio was 0.50% or
less; and

          (vii) the Three Month Average Delinquency Ratio was 4.50% or less;

in which case, the Series 2002-1 Required Percentage on such date will equal
14.9425% or

          (b) for the most recent Settlement Date any one of the following was
true:

          (i) the Three Month Average Charge-Off Ratio exceeded 0.75%;

          (ii) the Twelve Month Average Charge-Off Ratio exceeded 0.50%;

          (iii) the Three Month Average Residual Value Loss Ratio exceeded
12.50%;

                                      -10-

<PAGE>

          (iv) the Twelve Month Average Residual Value Loss Ratio exceeded
10.00%;

          (v) the Twelve Month Average Paid-In Advance Loss Ratio exceeded
0.75%; or

          (vi) the Three Month Average Delinquency Ratio exceeded 6.00%;

in which case, the Series 2002-1 Required Percentage on such date will equal
16.9425%.

          "Series 2002-1 Required Reserve Account Amount" means an amount equal
to 2.2538% of the Series 2002-1 Initial Invested Amount.

          "Series 2002-1 Required Yield Supplement Amount" means, on any
Settlement Date, the excess, if any, of (a) the Series 2002-1 Yield Shortfall
Amount for such Settlement Date over (b) 70% of the product of (x) the Series
2002-1 Invested Percentage on such Settlement Date and (y) the Class X 1999-1B
Invested Amount as of such Settlement Date (after giving effect to any increase
thereof on such Settlement Date); provided, however that upon the occurrence of
a Receivable Purchase Termination Event, the Series 2002-1 Required Yield
Supplement Amount on any Settlement Date will equal the Series 2002-1 Yield
Shortfall Amount for such Settlement Date.

          "Series 2002-1 Reserve Account" is defined in Section 5A.8(a).

          "Series 2002-1 Reserve Account Amount" means, on any date of
determination, the amount on deposit in the Series 2002-1 Reserve Account and
available for withdrawal therefrom.

          "Series 2002-1 Reserve Account Surplus" means, on any date of
determination, the amount, if any, by which the Series 2002-1 Reserve Account
Amount exceeds the Series 2002-1 Required Reserve Account Amount.

          "Series 2002-1 Revolving Period" means the period from and including
the Series 2002-1 Closing Date to but excluding the commencement of the Series
2002-1 Amortization Period.

          "Series 2002-1 Senior Preferred Membership Interests" means each
series of Senior Preferred Membership Interests relating to the Series 2002-1
Investor Notes issued by the Issuer pursuant to the LLC Agreement.

          "Series 2002-1 Series Servicing Fee Percentage" is defined in Section
5.1.

          "Series 2002-1 Supplemental Servicing Fee" is defined in Section 5.1.

          "Series 2002-1 Settlement Collection Subaccount" is defined in Section
5A.1(a).

          "Series 2002-1 Subaccounts" is defined in Section 5A.1(a).

          "Series 2002-1 Weighted Average Cost of Funds" means, for any
Settlement Date, the product of (a) the quotient of the sum of (i) the aggregate
amount of interest

                                  -11-

<PAGE>

payable on the Series 2002-1 Investor Notes on such Settlement Date and (ii) the
aggregate amount of dividends payable on the Series 2002-1 Preferred Membership
Interests on such Settlement Date, divided by the sum of (i) the Series 2002-1
Invested Amount as of the first day of the immediately preceding Series 2002-1
Interest Period and (ii) the aggregate stated liquidation preference of the
Series 2002-1 Preferred Membership Interests as of such day and (b) a fraction,
the numerator of which is 360 and the denominator of which is the number of days
in the Series 2002-1 Interest Period ending on such Settlement Date.

          "Series 2002-1 Weighted Average Yield Shortfall" means, for any
Settlement Date, the excess, if any, of (a) the Series 2002-1 Minimum Yield Rate
for such Settlement Date over (b) the Series 2002-1 Weighted Average Yield
Shortfall Lease Yield for such Settlement Date.

          "Series 2002-1 Weighted Average Yield Shortfall Lease Yield" means,
for any Settlement Date, the quotient of the sum of the product with respect to
each Series 2002-1 Yield Shortfall Lease of (a) the actual or implicit finance
charge rate applicable to such Series 2002-1 Yield Shortfall Lease and (b) the
Net Book Value of the Leased Vehicle subject to such Series 2002-1 Yield
Shortfall Lease as of the last day of the immediately preceding Monthly Period
divided by the aggregate Net Book Value of the Leased Vehicles subject to all of
the Series 2002-1 Yield Shortfall Leases as of the last day of the immediately
preceding Monthly Period.

          "Series 2002-1 Weighted Average Yield Shortfall Life" means, for any
Settlement Date, 50% of the weighted (on the basis of Net Book Value of the
related Leased Vehicle) average Assumed Lease Term of the Series 2002-1 Yield
Shortfall Leases, assuming that all scheduled lease payments are made thereon
when scheduled and that the Obligors thereunder do not elect to convert such
Series 2002-1 Yield Shortfall Leases to Fixed Rate Leases, as of the last day of
the immediately preceding Monthly Period.

          "Series 2002-1 Yield Shortfall Amount" means, for any Settlement Date,
(i) if the Series 2002-1 Hypothetical Yield Shortfall Amount for such Settlement
Date is less than 70% of the product of the Series 2002-1 Invested Percentage
and the Class X 1999-1B Invested Amount as of such Settlement Date (after giving
effect to any increase thereof on such Settlement Date), an amount equal to the
Series 2002-1 Hypothetical Yield Shortfall Amount and (ii) otherwise, an amount
equal to the product of (x) the Series 2002-1 Weighted Average Yield Shortfall
for such Settlement Date, (y) the Series 2002-1 Invested Percentage on such
Settlement Date of the aggregate Lease Balance of all Series 2002-1 Yield
Shortfall Leases as of the last day of the immediately preceding Monthly Period
and (z) the Series 2002-1 Weighted Average Yield Shortfall Life for such
Settlement Date.

          "Series 2002-1 Yield Shortfall Lease" means, as of any Settlement
Date, each Unit Lease that is a Floating Rate Lease with an actual or implicit
finance charge rate of less than the Series 2002-1 Minimum Yield Rate as of the
last day of the immediately preceding Monthly Period.

                                      -12-

<PAGE>

          "Series 2002-1 Yield Supplement Account" is defined in Section
5A.9(a).

          "Series 2002-1 Yield Supplement Account Amount" means, on any date of
determination, the amount on deposit in the Series 2002-1 Yield Supplement
Account and available for withdrawal therefrom.

          "Series 2002-1 Yield Supplement Account Surplus" means, on any date of
determination, the amount, if any, by which the Series 2002-1 Yield Supplement
Account Amount exceeds the Series 2002-1 Required Yield Supplement Amount.

          "Series 2002-1 Yield Supplement Deficiency" means, on any date of
determination, the amount by which the Series 2002-1 Yield Supplement Account
Amount is less than the Series 2002-1 Required Yield Supplement Amount.

          "Telerate Page 3750" has the meaning set forth in the International
Swaps Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions.

          "Total Cash Available" means, for any Settlement Date, the excess, if
any, of (a) the sum of (i) the aggregate amount of Collections allocated to the
Series 2002-1 General Collection Subaccount pursuant to Section 5A.2(a) during
the immediately preceding Monthly Period, (ii) an amount equal to the product of
the average daily Series 2002-1 Invested Percentage during such Monthly Period
and the amount of the Unit Repurchase Payments paid by the Servicer and/or SPV
on such Settlement Date, (iii) an amount equal to the product of the average
daily Series 2002-1 Invested Percentage during such Monthly Period and the
amount of the Monthly Servicer Advance made by the Servicer on such Settlement
Date, (iv) an amount equal to the product of the average daily Series 2002-1
Invested Percentage during such Monthly Period and the amount withdrawn from the
Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on the
Transfer Date immediately preceding such Settlement Date and (v) the investment
income on amounts on deposit in the Series 2002-1 Principal Collection
Subaccount and the Series 2002-1 General Collection Subaccount transferred to
the Series 2002-1 Settlement Collection Subaccount on such Settlement Date
pursuant to Section 5A.1(b) over (b) the amount withdrawn from the Series 2002-1
General Collection Subaccount pursuant to Section 5A.2(f) during the period
commencing on the Period End Date immediately preceding such Settlement Date to
but excluding such Settlement Date.

                                   ARTICLE II

                         ARTICLE 5 OF THE BASE INDENTURE

          Sections 5.1 through 5.4 of the Base Indenture and each other Section
of Article 5 of the Indenture relating to another Series shall read in their
entirety as provided in the Base Indenture or any applicable Indenture
Supplement. Article 5 of the Indenture (except for Sections 5.1 through 5.4
thereof and any portion thereof relating to another Series) shall read in its
entirety as follows and shall be exclusively applicable to the Series 2002-1
Investor Notes:

          Section   5A.1 Establishment of Series 2002-1 Subaccounts.

                                      -13-

<PAGE>

          (a) The Indenture Trustee shall establish and maintain in the name of
the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders
(i) a subaccount of the Collection Account (the "Series 2002-1 Collection
Subaccount"); and (ii) three subaccounts of the Series 2002-1 Collection
Subaccount: (1) the Series 2002-1 General Collection Subaccount, (2) the Series
2002-1 Principal Collection Subaccount and (3) the Series 2002-1 Settlement
Collection Subaccount (respectively, the "Series 2002-1 General Collection
Subaccount," the "Series 2002-1 Principal Collection Subaccount" and the "Series
2002-1 Settlement Collection Subaccount"); the accounts established pursuant to
this Section 5A.1(a), collectively, the "Series 2002-1 Subaccounts"), each
Series 2002-1 Subaccount to bear a designation indicating that the funds
deposited therein are held for the benefit of the Series 2002-1 Investor
Noteholders. The Indenture Trustee shall possess all right, title and interest
in all moneys, instruments, securities and other property on deposit from time
to time in the Series 2002-1 Subaccounts and the proceeds thereof for the
benefit of the Series 2002-1 Investor Noteholders. The Series 2002-1 Subaccounts
shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Series 2002-1 Investor Noteholders.

          (b) The Issuer shall instruct the institution maintaining the
Collection Account in writing to invest funds on deposit in the Series 2002-1
Subaccounts at all times in Permitted Investments selected by the Issuer (by
standing instructions or otherwise); provided, however, that funds on deposit in
a Series 2002-1 Subaccount may be invested together with funds held in other
subaccounts of the Collection Account. Amounts on deposit and available for
investment in the Series 2002-1 General Collection Subaccount shall be invested
by the Indenture Trustee at the written direction of the Issuer in Permitted
Investments that mature, or that are payable or redeemable upon demand of the
holder thereof, on or prior to the Business Day immediately preceding the next
Payment Date. Amounts on deposit and available for investment in the Series
2002-1 Principal Collection Subaccount shall be invested by the Indenture
Trustee at the written direction of the Issuer in Permitted Investments that
mature, or that are payable or redeemable upon demand of the holder thereof, (i)
in the case of any such investment made during the Series 2002-1 Revolving
Period, on or prior to the next Business Day and (ii) in the case of any such
investment made on any day during the Series 2002-1 Amortization Period, on or
prior to the Business Day immediately preceding the next Payment Date. On each
Settlement Date, all interest and other investment earnings (net of losses and
investment expenses) on funds deposited in the Series 2002-1 Principal
Collection Subaccount and the Series 2002-1 General Collection Subaccount shall
be deposited in the Series 2002-1 Settlement Collection Subaccount. The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of)
any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of principal of such Permitted Investment. In
the absence of written direction as provided hereunder, all funds on deposit in
the Collection Account shall remain uninvested.

          Section   5A.2 Allocations with Respect to the Series 2002-1 Investor
                    Notes.

          (a) Prior to 1:00 P.M., New York City time, on each Deposit Date, the
Administrator shall direct the Indenture Trustee in writing to allocate to the
Series 2002-1 Investor Noteholders and deposit in the Series 2002-1 General
Collection Subaccount an amount equal to the product of the Series 2002-1
Invested Percentage on such Deposit Date and the Collections deposited into the
Collection Account on such Deposit Date.

                                      -14-

<PAGE>

          (b) On the Series 2002-1 Closing Date, the Indenture Trustee shall (i)
deposit in the Series 2002-1 Settlement Collection Subaccount $___________ from
the net proceeds from the sale of the Series 2002-1 Investor Notes and (ii)
deposit the remainder of the net proceeds from the sale of the Series 2002-1
Investor Notes in the Series 2002-1 Principal Collection Subaccount.

          (c) On each Determination Date, the Administrator shall direct the
Indenture Trustee in writing to allocate to the Series 2002-1 Investor
Noteholders and deposit in the Series 2002-1 Settlement Collection Subaccount on
the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale
Account on such Transfer Date, in an amount equal to the product of the average
daily Series 2002-1 Invested Percentage during the immediately preceding Monthly
Period and the amount withdrawn from the Gain on Sale Account pursuant to
Section 5.2(e) of the Base Indenture on such Transfer Date.

          (d) On each Determination Date, the Administrator shall direct the
Indenture Trustee in writing to allocate to the Series 2002-1 Investor
Noteholders and deposit in the Series 2002-1 Settlement Collection Subaccount on
the immediately succeeding Settlement Date the following amounts:

          (i) any Unit Repurchase Payments made by the Servicer and/or SPV, in
     an amount equal to the product of the average daily Series 2002-1 Invested
     Percentage during the immediately preceding Monthly Period and the amount
     of such Unit Repurchase Payments;

          (ii) the Monthly Servicer Advance made by the Servicer, in an amount
     equal to the product of the average daily Series 2002-1 Invested Percentage
     during the immediately preceding Monthly Period and the amount of such
     Monthly Servicer Advance;

          (iii) payments made under the Lease Rate Caps maintained by the Issuer
     pursuant to Sections 5A.11(a) and (b), in an amount equal to the product of
     the average daily Series 2002-1 Invested Percentage during the immediately
     preceding Monthly Period and the amount of such payments; and

          (iv) all payments made to the Indenture Trustee under the Series
     2002-1 Lease Rate Cap.

          (e) During the Series 2002-1 Revolving Period, the Administrator may
direct the Indenture Trustee in writing on any Business Day to withdraw amounts
on deposit in the Series 2002-1 Principal Collection Subaccount for either of
the following purposes:

          (i) if such Business Day is an Additional Closing Date, to pay all or
     a portion of the Transferred Asset Payment due on such Additional Closing
     Date pursuant to the Transfer Agreement; or

          (ii) to reduce the Invested Amount of any Series of Investor Notes.

                                      -15-

<PAGE>

          (f) Prior to the occurrence of a Potential Amortization Event or an
Amortization Event, on any Business Day during the period commencing on a Period
End Date to but excluding the next succeeding Settlement Date on which the
Administrator is able to determine the amounts to be distributed from the Series
2002-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (xii)
of Section 5A.4(c) on such Settlement Date and any amounts owing in respect of
the Series 2002-1 Preferred Membership Interests under the Series 2002-1
Preferred Membership Interest Purchase Agreement on such Settlement Date, the
Administrator may direct the Indenture Trustee in writing to withdraw from the
Series 2002-1 General Collection Subaccount and pay to the Issuer the Series
2002-1 Available Excess Collections Amount for such Business Day.

          Section   5A.3 Determination of Interest.

          (a) JPMorgan Chase is hereby appointed Calculation Agent for the
purpose of determining the Series 2002-1 Note Rates for each Series 2002-1
Interest Period. On each LIBOR Determination Date, the Calculation Agent shall
determine the Series 2002-1 Note Rate for each Class of Series 2002-1 Investor
Notes for the next succeeding Series 2002-1 Interest Period and deliver notice
of such Series 2002-1 Note Rates to the Indenture Trustee. On each LIBOR
Determination Date, the Indenture Trustee shall deliver to the Administrator
notice of the Series 2002-1 Note Rate for each Class of Series 2002-1 Investor
Notes for the next succeeding Series 2002-1 Interest Period.

          (b) Until the Administrator shall give the Indenture Trustee written
notice that neither Class of the Series 2002-1 Investor Notes is listed on the
Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the
Calculation Agent to, cause (i) the Series 2002-1 Note Rate applicable to each
Class of the Series 2002-1 Investor Notes for the next succeeding Series 2002-1
Interest Period, the number of days in such Series 2002-1 Interest Period, the
Payment Date for such Series 2002-1 Interest Period and the amount of interest
payable on each Class of Series 2002-1 Investor Notes on such Payment Date to be
(A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock
Exchange no later than the Business Day immediately following each LIBOR
Determination Date and (B) published in the Authorized Newspaper as soon as
possible after its determination.

          (c) On each Determination Date, the Administrator shall determine the
excess, if any (the "Interest Shortfall"), of (i) the sum of (A) the Series
2002-1 Monthly Interest for the Series 2002-1 Interest Period ending on the next
succeeding Payment Date and (B) the amount of any unpaid Interest Shortfall, as
of the preceding Payment Date (together with any Additional Interest on such
Interest Shortfall) over (ii) the amount which will be available to pay such
amount in accordance with Section 5A.4(c) on such Payment Date. If the Interest
Shortfall with respect to any Payment Date is greater than zero, payments of
interest to the Series 2002-1 Investor Noteholders will be reduced on a pro rata
basis by the amount of the Interest Shortfall. The portion of the Interest
Shortfall allocable to each Class of Series 2002-1 Investor Notes shall be
referred to as the "Class A-1 Interest Shortfall Amount" and the "Class A-2
Interest Shortfall Amount", respectively. An additional amount of interest
("Additional Interest") shall accrue on the Class A-1 Interest Shortfall Amount
and the Class A-2 Interest Shortfall Amount for each Series 2002-1 Interest
Period at the applicable Series 2002-1 Note Rate for such Series 2002-1 Interest
Period. Until the Administrator shall give the Indenture Trustee written notice
that

                                      -16-

<PAGE>

neither Class of the Series 2002-1 Investor Notes is listed on the Luxembourg
Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation
Agent to, notify the Luxembourg Stock Exchange if, based solely on the
information contained in the Monthly Settlement Statement with respect to the
Series 2002-1 Investor Notes, the amount of interest to be paid on any Class of
the Series 2002-1 Investor Notes on any Payment Date is less than the amount
payable thereon on such Payment Date, the amount of such deficit and the amount
of interest that will accrue on such deficit during the next succeeding Series
2002-1 Interest Period by the Business Day prior to such Payment Date.

          (d) All communications by or on behalf of the Indenture Trustee to the
Luxembourg Stock Exchange pursuant to this Section 5A.3 shall be sent by
facsimile to [352 2626 5155, attention: Carlo Oly].

          Section   5A.4 Monthly Application of Collections.

          (a) On each Settlement Date, the Administrator shall direct the
Indenture Trustee in writing to withdraw from the Series 2002-1 General
Collection Subaccount and allocate to the Series 2002-1 Settlement Collection
Subaccount an amount equal to Total Cash Available for such Settlement Date
(less an amount equal to the investment income from the Series 2002-1 General
Collection Subaccount and the Series 2002-1 Principal Collection Subaccount
transferred to the Series 2002-1 Settlement Collection Subaccount pursuant to
Section 5A.1(b)).

          (b) (i) If the Administrator determines that the aggregate amount
distributable from the Series 2002-1 Settlement Collection Subaccount pursuant
to paragraphs (i) through (ix) of Section 5A.4(c) on any Payment Date exceeds
the Total Cash Available for such Payment Date (the "Deficiency"), the
Administrator shall notify the Indenture Trustee thereof in writing at or before
10:00 a.m., New York City time, on the Business Day immediately preceding such
Payment Date, and the Indenture Trustee shall, in accordance with such notice,
by 11:00 a.m., New York City time, on such Payment Date, withdraw from the
Series 2002-1 Reserve Account and deposit in the Series 2002-1 Settlement
Collection Subaccount an amount equal to the least of (x) such Deficiency, (y)
the product of the average daily Series 2002-1 Invested Percentage during the
immediately preceding Monthly Period and Aggregate Net Lease Losses for such
Monthly Period and (z) the Series 2002-1 Reserve Account Amount and, to the
extent that such amount is less than the Deficiency, withdraw from the Series
2002-1 Yield Supplement Account and deposit in the Series 2002-1 Settlement
Collection Subaccount an amount equal to the lesser of the amount of such
insufficiency and the Series 2002-1 Yield Supplement Account Amount. If the
Deficiency with respect to any Payment Date exceeds the amounts to be withdrawn
from the Series 2002-1 Reserve Account and the Series 2002-1 Yield Supplement
Account pursuant to the immediately preceding sentence, the Administrator shall
instruct the Indenture Trustee in writing at or before 10:00 a.m., New York City
time, on the Business Day immediately preceding such Payment Date, and the
Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York
City time, on such Payment Date, withdraw from the Series 2002-1 Reserve Account
and deposit in the Series 2002-1 Settlement Collection Subaccount an amount
equal to the lesser of (x) the remaining portion of the Deficiency and (y) the
Series 2002-1 Reserve Account Amount (after giving effect to the withdrawal
described in the immediately preceding sentence).

                                      -17-

<PAGE>

          (ii) If the Administrator determines that (A) the amount to be
deposited in the Series 2002-1 Distribution Account in accordance with Section
5A.4(c)(ix) and paid to the Class A-1 Investor Noteholders pursuant to Section
5A.6 on the Class A-1 Final Maturity Date is less than the Class A-1 Invested
Amount or (B) the amount to be deposited in the Series 2002-1 Distribution
Account in accordance with Section 5A.4(c)(ix) and paid to the Class A-2
Investor Noteholders pursuant to Section 5A.6 on the Class A-2 Final Maturity
Date is less than the Class A-2 Invested Amount, the Administrator shall notify
the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City
time, on the Business Day immediately preceding such Final Maturity Date, and
the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New
York City time, on such Final Maturity Date, withdraw from the Series 2002-1
Reserve Account and deposit in the Series 2002-1 Distribution Account an amount
equal to the lesser of such insufficiency and the Series 2002-1 Reserve Account
Amount (after giving effect to any withdrawal therefrom pursuant to Section
5A.4(b)(i) on such Final Maturity Date). In addition, if the Series 2002-1
Reserve Account Amount is less than such insufficiency on the Class A-2 Final
Maturity Date, the Administrator shall notify the Indenture Trustee thereof in
writing at or before 10:00 a.m., New York City time, on the Business Day
immediately preceding the Class A-2 Final Maturity Date, and the Indenture
Trustee shall, in accordance with such notice, by 11:00 a.m., New York City
time, on the Class A-2 Final Maturity Date, withdraw from the Series 2002-1
Yield Supplement Account and deposit in the Series 2002-1 Distribution Account
an amount equal to the lesser of such remaining insufficiency and the Series
2002-1 Yield Supplement Account Amount (after giving effect to any withdrawal
therefrom pursuant to Section 5A.4(b)(i) on the Class A-2 Final Maturity Date).

          (c) On each Payment Date, based solely on the information contained in
the Monthly Settlement Statement with respect to Series 2002-1 Investor Notes,
the Indenture Trustee shall apply the following amounts allocated to, or
deposited in, the Series 2002-1 Settlement Collection Subaccount on such Payment
Date in the following order of priority:

          (i) to SPV, an amount equal to the Series 2002-1 Excess Fleet
     Receivable Amount, if any, for such Payment Date;

          (ii) to the Gain On Sale Account, an amount equal to the Series 2002-1
     Monthly Residual Value Gain, if any, for such Payment Date;

          (iii) to the Servicer, an amount equal to the product of the Monthly
     Servicer Advance Reimbursement Amount for such Payment Date and the average
     daily Series 2002-1 Invested Percentage during the immediately preceding
     Monthly Period;

          (iv) if VMS is not the Servicer, to the Servicer, an amount equal to
     the Series 2002-1 Basic Servicing Fee for the Series 2002-1 Interest Period
     ending on such Payment Date plus, on the first Payment Date following the
     transfer of the servicing from VMS to a successor Servicer pursuant to
     Section 9.1 of the Series 1999-1 SUBI Servicing Supplement, to the extent
     not reimbursed by VMS, 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;

                                  -18-

<PAGE>

          (v) to the Series 2002-1 Distribution Account, an amount equal to the
     Series 2002-1 Monthly Interest payable on such Payment Date plus the amount
     of any unpaid Interest Shortfall, as of the preceding Payment Date,
     together with any Additional Interest on such Interest Shortfall (such
     amount, the "Monthly Interest Payment");

          (vi) if VMS is the Servicer, to the Servicer, an amount equal to the
     Series 2002-1 Basic Servicing Fee for the Series 2002-1 Interest Period
     ending on such Payment Date;

          (vii) to the Administrator, an amount equal to the Series 2002-1
     Administrator Fee for the Series 2002-1 Interest Period ending on such
     Payment Date;

          (viii) other than during a Lockout Period, to the Series 2002-1
     Preferred Member Distribution Account, an amount equal to the Dividend
     Amount for such Payment Date;

          (ix) (A) on any Payment Date immediately succeeding a Monthly Period
     falling in the Series 2002-1 Revolving Period, to the Series 2002-1
     Principal Collection Subaccount, an amount equal to the Series 2002-1
     Allocated Asset Amount Deficiency, if any, on such Payment Date, (B) on the
     earlier of (x) the second Payment Date following the November 2003
     Period End Date or (y) the first Payment Date following the occurrence of
     an Amortization Event, to the Series 2002-1 Distribution Account, an amount
     equal to the lesser of the Series 2002-1 Principal Payment Amount for such
     Payment Date and the Series 2002-1 Invested Amount on such Payment Date and
     (C) on any Payment Date on and after the Series 2002-1 Note Termination
     Date, to the Series 2002-1 Preferred Member Distribution Account, an amount
     equal to the Series 2002-1 Principal Payment Amount for such Payment Date
     (or, on the Series 2002-1 Note Termination Date, the portion thereof not
     deposited into the Series 2002-1 Distribution Account); provided, however
     that on or after the Series 2002-1 Note Termination Date during a Lockout
     Period, the Series 2002-1 Principal Payment Amount for such Payment Date
     (or, on the Series 2002-1 Note Termination Date, the portion thereof not
     deposited into the Series 2002-1 Distribution Account) shall be applied by
     the Indenture Trustee in accordance with Section 5.4(d) of the Base
     Indenture;

          (x) to the Series 2002-1 Reserve Account, to the extent that a Series
     2002-1 Liquid Credit Enhancement Deficiency exists or, on any Payment Date
     immediately succeeding a Monthly Period falling in the Series 2002-1
     Amortization Period, to the extent that a Series 2002-1 Allocated Asset
     Amount Deficiency exists, an amount equal to the greater of such
     deficiencies;

          (xi) to the Series 2002-1 Yield Supplement Account, to the extent that
     a Series 2002-1 Yield Supplement Deficiency exists (or, will exist after
     giving effect to any reduction in the Class X 1999-1B Invested Amount on
     such Payment Date), an amount equal to such deficiency;

          (xii) if VMS is not the Servicer, to the Servicer, an amount equal to
     any Series 2002-1 Supplemental Servicing Fee for the Series 2002-1 Interest
     Period ending on such Payment Date; and

                                      -19-

<PAGE>

          (xiii) to the Series 2002-1 Preferred Member Distribution Account, an
     amount equal to the balance remaining in the Series 2002-1 Settlement
     Collection Subaccount.

          Section 5A.5 Payment of Monthly Interest Payment.

          On each Payment Date, based solely on the information contained in the
Monthly Settlement Statement with respect to the Series 2002-1 Investor Notes,
the Indenture Trustee shall, in accordance with Section 6.1 of the Base
Indenture, pay to the Series 2002-1 Investor Noteholders, from the Series 2002-1
Distribution Account the Monthly Interest Payment to the extent of the amount
deposited in the Series 2002-1 Distribution Account for the payment of interest
pursuant to Section 5A.4(c)(v).

          Section   5A.6 Payment of Principal.

          (a) The principal amount of each Class of the Series 2002-1 Investor
Notes shall be due and payable on the Final Maturity Date with respect to such
Class.

          (b) On each Payment Date on which a deposit is made to the Series
2002-1 Distribution Account pursuant to Section 5A.4(c)(ix) or an amount is
deposited in the Series 2002-1 Distribution Account pursuant to Section
5A.4(b)(ii), based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2002-1 Investor Notes, the Indenture Trustee
shall, in accordance with Section 6.1 of the Base Indenture, pay during the
Series 2002-1 Amortization Period, pro rata to each Class A-1 Investor
Noteholder from the Series 2002-1 Distribution Account the amount deposited
therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in order to pay
the Class A-1 Invested Amount, and thereafter pro rata to each Class A-2
Investor Noteholder from the Series 2002-1 Distribution Account the amount
deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in
order to pay the Class A-2 Invested Amount; provided however that on any Payment
Date falling after the occurrence of an Amortization Event resulting from the
occurrence of an Event of Default described in Section 9.1(a), (b) or (f) of the
Base Indenture the Indenture Trustee shall pay pro rata to each Series 2002-1
Investor Noteholder from the Series 2002-1 Distribution Account the amounts
deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in
order to pay the Class A-1 Invested Amount and the Class A-2 Invested Amount.

          (c) The Indenture Trustee shall notify the Person in whose name a
Series 2002-1 Investor Note is registered at the close of business on the Record
Date preceding the Payment Date on which the Issuer expects that the final
installment of principal of and interest on such Series 2002-1 Investor Note
will be paid. Such notice shall be made at the expense of the Administrator and
shall be mailed within three (3) Business Days of receipt of a Monthly
Settlement Statement indicating that such final payment will be made and shall
specify that such final installment will be payable only upon presentation and
surrender of such Series 2002-1 Investor Note and shall specify the place where
such Series 2002-1 Investor Note may be presented and surrendered for payment of
such installment. Notices in connection with redemptions of Series 2002-1
Investor Notes shall be (i) transmitted by facsimile to Series 2002-1 Investor
Noteholders holding Global Notes and (ii) sent by registered mailed to Series
2002-1 Investor Noteholders holding Definitive Notes and shall specify that such
final installment will be payable only upon presentation and surrender of such
Series 2002-1 Investor Note and shall

                                      -20-

<PAGE>

specify the place where such Series 2002-1 Investor Note may be presented and
surrendered for payment of such installment.

          Section   5A.7 The Administrator's Failure to Instruct the Indenture
                    Trustee to Make a Deposit or Payment.

          When any payment or deposit hereunder or under any other Transaction
Document is required to be made by the Indenture Trustee at or prior to a
specified time, the Administrator shall deliver any applicable written
instructions with respect thereto reasonably in advance of such specified time.
If the Administrator fails to give notice or instructions to make any payment
from or deposit into the Collection Account or any subaccount thereof required
to be given by the Administrator, at the time specified herein or in any other
Transaction Document (after giving effect to applicable grace periods), the
Indenture Trustee shall make such payment or deposit into or from the Collection
Account or such subaccount without such notice or instruction from the
Administrator; provided that the Administrator, upon request of the Indenture
Trustee, promptly provides the Indenture Trustee with all information necessary
to allow the Indenture Trustee to make such a payment or deposit in the event
that the Indenture Trustee shall take or refrain from taking action pursuant to
this Section 5A.7, the Administrator shall, by 5:00 p.m., New York City time, on
any day the Indenture Trustee makes a payment or deposit based on information or
direction from the Administrator, provide (i) written confirmation of any such
direction and (ii) written confirmation of all information used by the
Administrator in giving any such direction.

          Section   5A.8 Series 2002-1 Reserve Account.

          (a) The Indenture Trustee shall establish and maintain in the name of
the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders
an account (the "Series 2002-1 Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2002-1 Investor Noteholders. The Series 2002-1 Reserve Account shall be
an Eligible Deposit Account; provided that, if at any time such account is not
an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of
obtaining knowledge of such reduction, establish a new Series 2002-1 Reserve
Account that is an Eligible Deposit Account. If the Indenture Trustee
establishes a new Series 2002-1 Reserve Account, it shall transfer all cash and
investments from the non-qualifying Series 2002-1 Reserve Account into the new
Series 2002-1 Reserve Account. Initially, the Series 2002-1 Reserve Account will
be established with JPMorgan Chase Bank.

          (b) The Issuer may instruct the institution maintaining the Series
2002-1 Reserve Account in writing to invest funds on deposit in the Series
2002-1 Reserve Account from time to time in Permitted Investments selected by
the Issuer (by standing instructions or otherwise); provided, however, that any
such investment shall mature not later than the Business Day prior to the
Payment Date following the date on which such funds were received. All such
Permitted Investments will be credited to the Series 2002-1 Reserve Account and
any such Permitted Investments that constitute (i) Physical Property (and that
is not either a United States Security Entitlement or a Security Entitlement)
shall be delivered to the Indenture Trustee in accordance with paragraph (a) of
the definition of "Delivery" and shall be held by the Indenture Trustee pending
maturity or disposition; (ii) United States Security Entitlements or Security
Entitlements

                                      -21-

<PAGE>

shall be Controlled by the Indenture Trustee pending maturity or disposition;
and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Indenture Trustee in accordance with
paragraph (b) of the definition of "Delivery" and shall be maintained by the
Indenture Trustee pending maturity or disposition. The Indenture Trustee shall,
at the direction and expense of the Administrator, take such additional action
as is required to maintain the Indenture Trustee's security interest in the
Permitted Investments credited to the Series 2002-1 Reserve Account. In absence
of written direction as provided hereunder, funds on deposit in the Series
2002-1 Reserve Account shall remain uninvested.

          (c) All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Series 2002-1 Reserve Account shall be deemed to
be on deposit and available for distribution.

          (d) If there is a Series 2002-1 Reserve Account Surplus on any
Settlement Date, the Administrator may notify the Indenture Trustee thereof in
writing and instruct the Indenture Trustee to withdraw from the Series 2002-1
Reserve Account and deposit in the Series 2002-1 Preferred Member Distribution
Account, and the Indenture Trustee shall withdraw from the Series 2002-1 Reserve
Account and deposit in the Series 2002-1 Preferred Member Distribution Account,
so long as no Series 2002-1 Allocated Asset Amount Deficiency exists or would
result therefrom, an amount up to the lesser of (i) such Series 2002-1 Reserve
Account Surplus on such Business Day and (ii) the Series 2002-1 Reserve Account
Amount on such Business Day.

          (e) Amounts will be withdrawn from the Series 2002-1 Reserve Account
in accordance with Section 5A.4(b).

          (f) In order to secure and provide for the repayment and payment of
the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the
Issuer hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Indenture Trustee, for the benefit of the Series
2002-1 Investor Noteholders, all of the Issuer's right, title and interest in
and to the following (whether now or hereafter existing or acquired): (i) the
Series 2002-1 Reserve Account, including any security entitlement thereto; (ii)
all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2002-1
Reserve Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series
2002-1 Reserve Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2002-1 Reserve Account, the funds on deposit therein from time to
time or the investments made with such funds; and (vi) all proceeds of any and
all of the foregoing, including, without limitation, cash. The Indenture Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Series 2002-1 Reserve Account and in all proceeds thereof and shall
be the only person authorized to originate entitlement orders in respect of the
Series 2002-1 Reserve Account. The Indenture Trustee and the Series 2002-1
Investor Noteholders shall have no interest in any amounts withdrawn from the
Series 2002-1 Reserve Account and deposited in the Series 2002-1 Preferred
Member Distribution Account.

                                      -22-

<PAGE>

          (g) On the first Payment Date after the Series 2002-1 Note Termination
Date on which the sum of (a) the Series 2002-1 Reserve Account Amount, (b) the
Series 2002-1 Yield Supplement Account Amount and (c) the amount available to be
deposited in the Series 2002-1 Preferred Member Distribution Account in
accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated
liquidation preference of the Series 2002-1 Preferred Membership Interests and
on any Payment Date thereafter, the Indenture Trustee, acting in accordance with
the written instructions of the Administrator shall withdraw from the Series
2002-1 Reserve Account all amounts on deposit therein for deposit in the Series
2002-1 Preferred Member Distribution Account.

          Section   5A.9 Series 2002-1 Yield Supplement Account.

          (a) The Indenture Trustee shall establish and maintain in the name of
the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders
an account (the "Series 2002-1 Yield Supplement Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2002-1 Investor Noteholders. The Series 2002-1 Yield Supplement
Account shall be an Eligible Deposit Account; provided that, if at any time such
account is not an Eligible Deposit Account, then the Indenture Trustee shall,
within 30 days of obtaining knowledge of such reduction, establish a new Series
2002-1 Yield Supplement Account that is an Eligible Deposit Account. If the
Indenture Trustee establishes a new Series 2002-1 Yield Supplement Account, it
shall transfer all cash and investments from the non-qualifying Series 2002-1
Yield Supplement Account into the new Series 2002-1 Yield Supplement Account.
Initially, the Series 2002-1 Yield Supplement Account will be established with
JPMorgan Chase Bank.

          (b) The Issuer may instruct the institution maintaining the Series
2002-1 Yield Supplement Account in writing to invest funds on deposit in the
Series 2002-1 Yield Supplement Account from time to time in Permitted
Investments selected by the Issuer (by standing instructions or otherwise);
provided, however, that any such investment shall mature not later than the
Business Day prior to the Payment Date following the date on which such funds
were received. All such Permitted Investments will be credited to the Series
2002-1 Yield Supplement Account and any such Permitted Investments that
constitute (i) Physical Property (and that is not either a United States
Security Entitlement or a Security Entitlement) shall be delivered to the
Indenture Trustee in accordance with paragraph (a) of the definition of
"Delivery" and shall be held by the Indenture Trustee pending maturity or
disposition; (ii) United States Security Entitlements or Security Entitlements
shall be Controlled by the Indenture Trustee pending maturity or disposition;
and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Indenture Trustee in accordance with
paragraph (b) of the definition of "Delivery" and shall be maintained by the
Indenture Trustee pending maturity or disposition. The Indenture Trustee shall,
at the direction and expense of the Administrator, take such additional action
as is required to maintain the Indenture Trustee's security interest in the
Permitted Investments credited to the Series 2002-1 Yield Supplement Account. In
absence of written direction as provided hereunder, funds on deposit in the
Series 2002-1 Yield Supplement Account shall remain uninvested.

                                      -23-

<PAGE>

          (c) All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Series 2002-1 Yield Supplement Account shall be
deemed to be on deposit and available for distribution.

          (d) If there is a Series 2002-1 Yield Supplement Account Surplus on
any Settlement Date, the Administrator may notify the Indenture Trustee thereof
in writing and request the Indenture Trustee to withdraw from the Series 2002-1
Yield Supplement Account and deposit in the Series 2002-1 Preferred Member
Distribution Account, and the Indenture Trustee shall withdraw from the Series
2002-1 Yield Supplement Account and deposit in the Series 2002-1 Preferred
Member Distribution Account an amount up to the lesser of (i) such Series 2002-1
Yield Supplement Account Surplus on such Business Day and (ii) the Series 2002-1
Yield Supplement Account Amount on such Business Day.

          (e) Amounts will be withdrawn from the Series 2002-1 Yield Supplement
Account in accordance with Section 5A.4(b).

          (f) In order to secure and provide for the repayment and payment of
the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the
Issuer hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Indenture Trustee, for the benefit of the Series
2002-1 Investor Noteholders, all of the Issuer's right, title and interest in
and to the following (whether now or hereafter existing or acquired): (i) the
Series 2002-1 Yield Supplement Account, including any security entitlement
thereto; (ii) all funds on deposit therein from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2002-1 Yield Supplement Account or the funds on deposit therein from
time to time; (iv) all investments made at any time and from time to time with
monies in the Series 2002-1 Yield Supplement Account, whether constituting
securities, instruments, general intangibles, investment property, financial
assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for the Series 2002-1 Yield Supplement Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including, without
limitation, cash. The Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Series 2002-1 Yield
Supplement Account and in all proceeds thereof and shall be the only person
authorized to originate entitlement orders in respect of the Series 2002-1 Yield
Supplement Account. The Indenture Trustee and the Series 2002-1 Investor
Noteholders shall have no interest in any amounts withdrawn from the Series
2002-1 Yield Supplement Account and deposited in the Series 2002-1 Preferred
Member Distribution Account.

          (g) On the first Payment Date after the Series 2002-1 Note Termination
Date on which the sum of (a) the Series 2002-1 Reserve Account Amount, (b) the
Series 2002-1 Yield Supplement Account Amount and (c) the amount available to be
deposited in the Series 2002-1 Preferred Member Distribution Account in
accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated
liquidation preference of the Series 2002-1 Preferred Membership Interests and
on any Payment Date thereafter, the Indenture Trustee, acting in accordance with
the written instructions of the Administrator shall withdraw from the Series
2002-1 Yield Supplement Account all amounts on deposit therein for deposit in
the Series 2002-1 Preferred Member Distribution Account.

                                      -24-

<PAGE>

          Section   5A.10 Series 2002-1 Distribution Account.

          (a) The Indenture Trustee shall establish and maintain in the name of
the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders
an account (the "Series 2002-1 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2002-1 Investor Noteholders. The Series 2002-1 Distribution Account
shall be an Eligible Deposit Account; provided that, if at any time such account
is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30
days of obtaining knowledge of such reduction, establish a new Series 2002-1
Distribution Account that is an Eligible Deposit Account. If the Indenture
Trustee establishes a new Series 2002-1 Distribution Account, it shall transfer
all cash and investments from the non-qualifying Series 2002-1 Distribution
Account into the new Series 2002-1 Distribution Account. Initially, the Series
2002-1 Distribution Account will be established with JPMorgan Chase Bank.

          (b) In order to secure and provide for the repayment and payment of
the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the
Issuer hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Indenture Trustee, for the benefit of the Series
2002-1 Investor Noteholders, all of the Issuer's right, title and interest in
and to the following (whether now or hereafter existing or acquired): (i) the
Series 2002-1 Distribution Account, including any security entitlement thereto;
(ii) all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2002-1
Distribution Account or the funds on deposit therein from time to time; (iv) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2002-1 Distribution Account, the funds on deposit therein from time
to time; and (v) all proceeds of any and all of the foregoing, including,
without limitation, cash. The Indenture Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Series 2002-1
Distribution Account and in all proceeds thereof and shall be the only person
authorized to originate entitlement orders in respect of the Series 2002-1
Distribution Account.

          Section   5A.11 Lease Rate Caps.

          (a) The Issuer shall have obtained on the Series 2002-1 Closing Date
and shall thereafter maintain one or more interest rate caps, each from a Series
2002-1 Eligible Counterparty, having, in the aggregate, a notional amount on the
Series 2002-1 Closing Date at least equal to the aggregate Lease Balance of all
Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the Series 2002-1
Closing Date, plus, in the case of all such Fixed Rate Leases that are
Closed-End Leases, the aggregate Stated Residual Values of the related Leased
Vehicles and on each Payment Date thereafter at least equal to the aggregate
scheduled Lease Balance of all such Fixed Rate Leases as of the last day of the
Monthly Period immediately preceding such Payment Date, plus, in the case of all
such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual
Values of the related Leased Vehicles, and an effective strike rate based on the
eurodollar rate set forth therein in effect on the dates set forth therein at
the most equal to the weighted average fixed rate of interest on such Fixed Rate
Leases minus [0.65]% per annum.

                                      -25-

<PAGE>

          (b) On or prior to the date that any Fixed Rate Lease is allocated to
the Lease SUBI Portfolio on or after the Series 2002-1 Closing Date, the Issuer
shall have obtained and shall thereafter maintain an interest rate cap from a
Series 2002-1 Eligible Counterparty having a notional amount equal to the
initial Lease Balance of such Fixed Rate Lease, plus, in the case of a
Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on
each Payment Date thereafter at least equal to the scheduled Lease Balance of
such Fixed Rate Lease as of the last day of the Monthly Period immediately
preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated
Residual Value of the related Leased Vehicle and an effective strike rate based
on the eurodollar rate set forth therein in effect on the dates set forth
therein at the most equal to the fixed rate of interest on such Fixed Rate Lease
minus [0.65]% per annum.

          (c) The Issuer may obtain an interest rate cap from a Series 2002-1
Eligible Counterparty in respect of any Fixed Rate Lease allocated to the Lease
SUBI Portfolio that was not a Fixed Rate Lease when initially allocated to the
Lease SUBI Portfolio or on the Series 2002-1 Closing Date having a notional
amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of
the Monthly Period immediately preceding the date as of which such Lease became
a Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual
Value of the related Leased Vehicle and on each Payment Date thereafter at least
equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day
of the Monthly Period immediately preceding such Payment Date, plus, in the case
of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and an effective strike rate based on the eurodollar rate set forth therein in
effect on the dates set forth therein at the most equal to the fixed rate of
interest on such Fixed Rate Lease minus [0.65]% per annum. If the Issuer obtains
an interest rate cap in respect of any Fixed Rate Lease satisfying the
requirements of this Section 5A.11(c), it shall maintain such interest rate cap.

          (d) The Issuer shall have obtained on the Series 2002-1 Closing Date
and shall thereafter maintain the Series 2002-1 Required Lease Rate Cap.

          (e) If the short-term credit rating of any provider of an interest
rate cap required to be obtained and maintained by the Issuer pursuant to this
Section 5A.11 falls below A-1 by Standard & Poor's or P-1 by Moody's or the
long-term unsecured credit rating of any such provider falls below A+ by
Standard & Poor's or Aa3 by Moody's, the Issuer shall obtain an equivalent
interest rate cap from a Series 2002-1 Eligible Counterparty within 30 days of
such decline in credit rating unless such provider provides some form of
collateral for its obligations under its interest rate cap and the Rating Agency
Condition is satisfied with respect to such arrangement. The Issuer will not
permit any interest rate cap required to be obtained and maintained by the
Issuer pursuant to this Section 5A.11 to be terminated or transferred in whole
or in part unless a replacement interest rate cap therefor has been provided as
described in the immediately preceding sentence and, after giving effect
thereto, the Issuer has the interest rate caps required to be obtained and
maintained by the Issuer pursuant to this Section 5A.11.

          (f) In order to secure and provide for the repayment and payment of
the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the
Issuer hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Indenture Trustee, for the

                                      -26-

<PAGE>

benefit of the Series 2002-1 Investor Noteholders, all of the Issuer's right,
title and interest in and to the Series 2002-1 Lease Rate Cap and all proceeds
thereof.

                                  ARTICLE III

                               AMORTIZATION EVENTS

          If any one of the following events shall occur with respect to the
Series 2002-1 Investor Notes:

          (a) the Series 2002-1 Reserve Account shall have become subject to an
injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

          (b) the Series 2002-1 Yield Supplement Account shall have become
subject to an injunction, estoppel or other stay or a Lien (other than a
Permitted Lien);

          (c) a Series 2002-1 Liquid Credit Enhancement Deficiency shall occur
and continue for at least two Business Days;

          (d) a Series 2002-1 Allocated Asset Amount Deficiency shall occur and
continue for at least two Business Days;

          (e) a Series 2002-1 Yield Supplement Deficiency shall occur and
continue for at least two Business Days;

          (f) the Three Month Average Charge-Off Ratio with respect to any
Settlement Date exceeds 1.00%;

          (g) the Three Month Average Paid-In Advance Loss Ratio with respect to
any Settlement Date exceeds 1.50%;

          (h) the Three Month Average Delinquency Ratio with respect to any
Settlement Date exceeds 7.00%;

          (i) the failure on the part of the Issuer to declare and pay dividends
on the Series 2002-1 Senior Preferred Membership Interests or the Series 2002-1
Junior Preferred Membership Interests on any Payment Date in accordance with
their terms;

          (j) any Servicer Termination Event shall occur;

          (k) any Termination Event shall occur;

          (l) an Event of Default with respect to the Series 2002-1 Investor
Notes shall occur;

          (m) there is at least $10,000,000 on deposit in the Series 2002-1
Principal Collection Subaccount on two consecutive Settlement Dates during the
Series 2002-1 Revolving Period;

                                      -27-

<PAGE>

          (n) an Insolvency Event shall occur with respect to SPV, the
Origination Trust, Avis, PHH, Cendant or VMS;

          (o) all principal and interest of the Class A-1 Investor Notes is not
paid in full on or before the Class A-1 Maturity Date or all principal and
interest of the Class A-2 Investor Notes is not paid in full on or before the
Class A-2 Maturity Date;

          (p) failure on the part of the Issuer (i) to make any payment or
deposit required by the terms of the Indenture (or within the applicable grace
period which shall not exceed two Business Days after the date such payment or
deposit is required to be made) or (ii) duly to observe or perform in any
material respect any covenants or agreements of the Issuer set forth in the Base
Indenture or this Indenture Supplement, which failure continues unremedied for a
period of 45 days after there shall have been given to the Issuer by the
Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-1
Required Investor Noteholders, written notice specifying such default and
requiring it to be remedied;

          (q) any representation or warranty made by the Issuer in the Base
Indenture or this Indenture Supplement, or any information required to be
delivered by the Issuer to the Indenture Trustee shall prove to have been
incorrect in any material respect when made or when delivered, which continues
to be incorrect in any material respect for a period of 45 days after there
shall have been given to the Issuer by the Indenture Trustee or the Issuer and
the Indenture Trustee by the Series 2002-1 Required Investor Noteholders,
written notice thereof;

          (r) the Indenture Trustee shall for any reason cease to have a valid
and perfected first priority security interest in the Collateral or any of VMS,
the Issuer or any Affiliate of either thereof shall so assert;

          (s) there shall have been filed against Cendant, PHH, VMS, the
Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the
Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section
412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to
make a required installment or other payment to a plan to which either of such
sections applies or (iii) a notice of any other Lien the existence of which
could reasonably be expected to have a material adverse effect on the business,
operations or financial condition of such Person, and, in each case, 40 days
shall have elapsed without such notice having been effectively withdrawn or such
Lien having been released or discharged;

          (t) one or more judgments or decrees shall be entered against the
Issuer involving in the aggregate a liability (not paid or fully covered by
insurance) of $100,000 or more and such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

          (u) any of the Transaction Documents shall cease, for any reason, to
be in full force and effect, other than in accordance with its terms;

then, in the case of any event described in clause (p) through (u) above, an
Amortization Event will be deemed to have occurred with respect to the Series
2002-1 Investor Notes only, if after the applicable grace period, either the
Indenture Trustee or Series 2002-1 Investor Noteholders

                                      -28-

<PAGE>

holding a Majority in Interest of the Series 2002-1 Investor Notes, declare that
an Amortization Event has occurred with respect to the Series 2002-1 Investor
Notes. In the case of any event described in clauses (a) through (o) above, an
Amortization Event with respect to the Series 2002-1 Investor Notes will be
deemed to have occurred without notice or other action on the part of the
Indenture Trustee or the Series 2002-1 Investor Noteholders.

                                   ARTICLE IV

                               OPTIONAL PREPAYMENT

          The Issuer shall have the option to prepay the Series 2002-1 Investor
Notes in full on any Payment Date after the Payment Date in December 2003. The
Issuer shall give the Indenture Trustee at least ten Business Days' prior
written notice of the Payment Date on which the Issuer intends to exercise such
option to prepay (the "Prepayment Date"). The prepayment price for the Series
2002-1 Investor Notes shall equal the aggregate outstanding principal balance of
the Series 2002-1 Investor Notes (determined after giving effect to any payments
of principal and interest on such Payment Date), plus accrued and unpaid
interest on such outstanding principal balance. Not later than 11:00 a.m., New
York City time, on such Prepayment Date, the Issuer shall deposit in the Series
2002-1 Distribution Account an amount equal to the prepayment price in
immediately available funds. The funds deposited into the Series 2002-1
Distribution Account will be paid by the Indenture Trustee to the Series 2002-1
Investor Noteholders on such Prepayment Date.

                                   ARTICLE V

                        SERVICING AND ADMINISTRATOR FEES

          Section 5.1 Servicing Fees. A periodic servicing fee (the "Series
2002-1 Basic Servicing Fee") shall be payable to the Servicer on each Payment
Date for the Series 2002-1 Interest Period ending on such Payment Date in an
amount equal to the product of (a) 0.215% (the "Series Servicing Fee
Percentage") times (b) the Series 2002-1 Allocated Adjusted Aggregate Unit
Balance as of the first day of such Series 2002-1 Interest Period times (c) the
number of days in such Series 2002-1 Interest Period divided by 365 (or 366, as
applicable) days; provided, however that if VMS is not the Servicer, the
servicing fee payable to the Servicer on each Payment Date hereunder may be
increased such that the sum of the Series 2002-1 Basic Servicing Fee and the
additional servicing fee payable to the Servicer hereunder (the "Series 2002-1
Supplemental Servicing Fee") for each Series 2002-1 Interest Period equals 110%
of the costs to the successor Servicer of servicing the portion of the Lease
SUBI Portfolio allocated to Series 2002-1 during such Series 2002-1 Interest
Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to
Series 2002-1 for each Series 2002-1 Interest Period shall equal the average
Series 2002-1 Invested Percentage during such Series 2002-1 Interest Period. The
Series 2002-1 Basic Servicing Fee and any Series 2002-1 Supplemental Servicing
Fee shall be payable to the Servicer on each Payment Date pursuant to Section
5A.4(c).

          Section 5.2 Administrator Fee. A periodic fee (the "Series 2002-1
Administrator Fee") shall be payable to the Administrator on each Payment Date
for the Series 2002-1 Interest

                                      -29-

<PAGE>

Period ending on such Payment Date in an amount equal to the product of (a)
0.01% times (b) the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as
of the first day of the immediately preceding Monthly Period times (c) the
number of days in such Series 2002-1 Interest Period divided by 365 (or 366, as
applicable) days. The Series 2002-1 Administrator Fee shall be payable to the
Administrator on each Payment Date pursuant to Section 5A.4(c)(vii).

                                   ARTICLE VI

                           FORM OF SERIES 2002-1 NOTES

          Section 6.1 Initial Issuance of Series 2002-1 Investor Notes.

          The Series 2002-1 Investor Notes are being offered and sold by the
Issuer in a registered public offering pursuant to an Underwriting Agreement,
dated _________, 2002, among the Issuer, VMS, PHH and J.P. Morgan Securities
Inc. and First Union Securities, Inc., as the representatives of the
underwriters.

          Section   6.2 Global Notes.

          The Series 2002-1 Investor Notes of each Class will be issued in the
form of one or more Global Notes in fully registered form, without coupons,
substantially in the form set forth in Exhibits A-1 and A-2, registered in the
name of Cede & Co., as nominee of DTC, and deposited with JPMorgan Chase, as
custodian of DTC (collectively, the "Series 2002-1 Global Notes").

          The Series 2002-1 Global Notes shall bear the following legends:

          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
     TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK,
     NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
     WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN
     WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
     DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE.

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
     TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS
     REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
     BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE &
     CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
     OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
     OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS
     AN INTEREST HEREIN.

                                      -30-

<PAGE>

          Section   6.3 Definitive Notes.

          No Series 2002-1 Note Owner will receive a Definitive Note
representing such Series 2002-1 Note Owner's interest in the Series 2002-1
Investor Notes other than in accordance with Section 2.11 of the Base Indenture.

                                   ARTICLE VII

                                   INFORMATION

          The Issuer hereby agrees to provide to the Indenture Trustee and each
provider of the Series 2002-1 Required Lease Rate Cap, on each Determination
Date, a Monthly Settlement Statement, substantially in the form of Exhibit B,
setting forth as of the last day of the most recent Monthly Period and for such
Monthly Period the information set forth therein. The Indenture Trustee shall
provide to the Series 2002-1 Investor Noteholders, or their designated agent,
copies of each Monthly Settlement Statement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          Section 8.1 Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.

          Section 8.2 Obligations Unaffected. The obligations of the Issuer to
the Series 2002-1 Investor Noteholders under this Indenture Supplement shall not
be affected by reason of any invalidity, illegality or irregularity of any of
the SUBI Certificates, the Sold Units or the Fleet Receivables.

          Section 8.3 Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

          Section 8.4 Further Assurances. Each of the Issuer and the Indenture
Trustee agrees, at the Administrator's expense, from time to time, to do and
perform any and all acts and to execute any and all further instruments required
or reasonably requested by the Series 2002-1 Required Investor Noteholders more
fully to effect the purposes of this Indenture Supplement and the sale of the
Series 2002-1 Investor Notes hereunder. The Issuer hereby authorizes the
Indenture Trustee to file any financing statements or similar documents or
notices or continuation statements relating to the Series 2002-1 Collateral
under the provisions of the UCC or similar legislation of any applicable
jurisdiction.

                                      -31-

<PAGE>

          Section 8.5 Exhibits. The following exhibits attached hereto
supplement the exhibits included in the Base Indenture:

          Exhibit A-1:   Form of Class A-1 Note
          Exhibit A-1:   Form of Class A-2 Note
          Exhibit B:     Form of Monthly Settlement Statement
          Exhibit C:     Form of Series 2002-1 Lease Rate Cap

          Section 8.6 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Indenture Trustee, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privileges provided by law.

          Section 8.7 Amendments. (a) This Indenture Supplement may be amended
in writing from time to time in accordance with the terms of the Base Indenture.

          (b) No amendment specified in this Indenture Supplement as requiring
satisfaction of the Rating Agency Condition shall be effective until the Rating
Agency Condition is satisfied with respect thereto.

          (c) The Issuer reserves the right, without any consent or other action
of the Series 2002-1 Investor Noteholders, to amend Schedule 1 to the Base
Indenture by (i) deleting "15%" from clause (a)(ii) of the definition of Excess
Longer-Term Lease Amount and substituting in lieu thereof "20%", (ii) deleting
"5%" from clause (b)(ii) of the definition of Excess Longer-Term Lease Amount
and substituting in lieu thereof "7.5%" and (c) deleting "10%" from clause (ii)
of the definition of Excess Residual Value Amount and substituting in lieu
thereof "7.5%".

          Section 8.8 Severability. If any provision hereof is void or
unenforceable in any jurisdiction, such voidness or unenforceability shall not
affect the validity or enforceability of (i) such provision in any other
jurisdiction or (ii) any other provision hereof in such or any other
jurisdiction.

          Section 8.9 Counterparts. This Indenture Supplement may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.

          Section 8.10 No Bankruptcy Petition. (a) By acquiring a Series 2002-1
Investor Note or an interest therein, each Series 2002-1 Investor Noteholder and
each Series 2002-1 Investor Note Owner hereby covenants and agrees that it will
not institute against, or join any other Person in instituting against, the
Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other similar proceedings under any federal or state bankruptcy
or similar law.

                                      -32-

<PAGE>

          (a) By acquiring a Series 2002-1 Investor Note or an interest therein,
each Series 2002-1 Investor Noteholder and each Series 2002-1 Investor Note
Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that,
prior to the date which is one year and one day after payment in full of all
obligations under each Securitization, it will not institute against, or join
any other Person in instituting against, the Origination Trust, SPV, any other
Special Purpose Entity, or any general partner or single member of any Special
Purpose Entity that is a partnership or limited liability company, respectively,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law.

          Section 8.11 SUBIs. By acquiring a Series 2002-1 Investor Note or an
interest therein, each Series 2002-1 Investor Noteholder and each Series 2002-1
Investor Note Owner and the Issuer hereby represents, warrants and covenants
that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate
series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38
of Title 12 of the Delaware Code, 12 Del.C. ss. 3801 et seq., (b)(i) the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet
Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the
Fleet Receivable SUBI only, as applicable, and not against any other SUBI
Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to any
other SUBI (used in this Section as defined in the Origination Trust Agreement),
any other SUBI Portfolio (used in this Section as defined in the Origination
Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such
other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against
any other SUBI Assets, (c) except to the extent required by law, UTI Assets or
SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet
Receivable SUBI) shall not be subject to the claims, debts, liabilities,
expenses or obligations arising from or with respect to the Lease SUBI or Fleet
Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or
holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the
Lease Receivable SUBI Portfolio shall be entitled to maintain any action against
or recover any assets allocated to the UTI or the UTI Portfolio or any other
SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim
relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or
the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio
or the Fleet Receivables shall be entitled to maintain any action against or
recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and
(e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the
Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate,
the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI
Certificate (used in this Section as defined in the Origination Trust
Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously
with the grant of any such assignment, pledge or security interest, (i) give to
the Origination Trust a non-petition covenant substantially similar to that set
forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an
agreement for the benefit of each holder, assignee or pledgee from time to time
of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release
all claims to the assets of the Origination Trust allocated to the UTI and each
other SUBI Portfolio and in the event that such release is not given effect, to
fully subordinate all claims it may be deemed to have against the assets of the
Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

                                      -33-

<PAGE>

          Section 8.12 Notice to Rating Agencies. The Indenture Trustee shall
provide to each Rating Agency a copy of each notice delivered to, or required to
be provided by, the Indenture Trustee pursuant to this Indenture Supplement or
any other Transaction Document.

          Section 8.13 Conflict of Instructions. In the event the Issuer and the
Administrator shall have delivered conflicting instructions to the Indenture
Trustee to take or refrain from taking action hereunder, the Indenture Trustee
shall follow the instructions of the Issuer.

                                      -34-

<PAGE>

          IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture Supplement to be duly executed by their respective officers
hereunto duly authorized as of the day and year first above written.

                                         CHESAPEAKE FUNDING LLC



                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:




                                        JPMORGAN CHASE BANK,
                                          as Indenture Trustee



                                         By:
                                             ----------------------------------
                                             Name:
                                             Title:

                                      -35-

<PAGE>


                                                                     EXHIBIT A-1
                                                                TO SERIES 2002-1
                                                            INDENTURE SUPPLEMENT


                     FORM OF GLOBAL CLASS A-1 INVESTOR NOTE

REGISTERED                                                         $____________
No. R-001


                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                     CUSIP (CINS) NO. __________
                                                             ISIN NO. __________


          THIS  NOTE IS A  GLOBAL  NOTE  WITHIN  THE  MEANING  OF THE  INDENTURE
HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITORY  TRUST
COMPANY ("DTC"),  A NEW YORK  CORPORATION,  55 WATER STREET,  NEW YORK, NEW YORK
10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR A SECURITY REGISTERED,  AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE  REGISTERED,  IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE  THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC
TO THE  ISSUER OR THE  TRANSFER  AGENT  AND  REGISTRAR,  AND ANY NOTE  ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE  OF DTC,  AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC, ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

          THE   PRINCIPAL  OF  THIS  CLASS  A-1  INVESTOR  NOTE  IS  PAYABLE  IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS CLASS A-1 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.

                             CHESAPEAKE FUNDING LLC

        SERIES 2002-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                   CLASS A-1

                                      A-1

<PAGE>

          CHESAPEAKE  FUNDING LLC, a limited  liability company formed under the
laws of the State of Delaware  (herein  referred to as the "Issuer"),  for value
received,  hereby  promises to pay to Cede & Co.,  or  registered  assigns,  the
principal sum of  ______________  Dollars,  which amount shall be payable in the
amounts and at the times set forth in the Indenture described herein,  provided,
however, that the entire unpaid principal amount of this Class A-1 Investor Note
shall be due on the Class A-1  Final  Maturity  Date.  However,  principal  with
respect  to the  Class A-1  Investor  Notes may be paid  earlier  under  certain
limited circumstances  described in the Indenture.  The Issuer will pay interest
on this Class A-1  Investor  Note for each Series  2002-1  Interest  Period,  in
accordance with the terms of the Indenture,  at the Class A-1 Note Rate for such
Interest  Period.  Each  "Series  2002-1  Interest  Period"  will  be  a  period
commencing  on and  including a Payment Date and ending on and including the day
preceding the next succeeding Payment Date; provided,  however, that the initial
Series 2002-1  Interest  Period shall  commence on and include the Series 2002-1
Closing  Date and end on and include  July 7,  2002.  Such  principal of and
interest on this Class A-1 Investor  Note shall be paid in the manner  specified
on the reverse hereof and in the Indenture.

          The  principal  of and  interest on this Class A-1  Investor  Note are
payable in such coin or currency of the United  States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Class A-1 Investor Note shall be applied
as provided in the Indenture. This Class A-1 Investor Note does not represent an
interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or
any affiliate of VMS other than the Issuer.

          Reference is made to the further provisions of this Class A-1 Investor
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Investor Note. Although a summary
of certain provisions of the Indenture is set forth below and on the reverse
hereof and made a part hereof, this Class A-1 Investor Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Issuer and
the Indenture Trustee. A copy of the Indenture may be requested from the
Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank,
450 West 33rd Street, New York, New York, 10001, Attention: Institutional Trust
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

          Unless the certificate of  authentication  hereon has been executed by
the Indenture Trustee whose name appears below by manual  signature,  this Class
A-1  Investor  Note shall not be  entitled to any  benefit  under the  Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.

                                      A-2

<PAGE>

          IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be
signed, manually or in facsimile, by its Authorized Officer.

Date:  ___________, 2002

                                       CHESAPEAKE FUNDING LLC


                                       By:___________________________
                                          Name:
                                          Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This  is one  of  the  Class  A-1  Investor  Notes  issued  under  the
within-mentioned Indenture.

                                       JPMORGAN CHASE BANK, as Indenture Trustee




                                       By:___________________________
                                          Authorized Signatory

                                      A-3

<PAGE>


                      [REVERSE OF CLASS A-1 INVESTOR NOTE]

          This  Class A-1  Investor  Note is one of a duly  authorized  issue of
Class A-1 Investor  Notes of the Issuer  designated  its Series 2002-1  Floating
Rate Asset Backed Investor Notes (herein called the "Class A-1 Investor Notes"),
all  issued  under (i) a Base  Indenture  dated as of June 30,  1999  (such Base
Indenture,  as  amended or  modified,  is herein  called the "Base  Indenture"),
between  the  Issuer  and  JPMorgan  Chase  Bank  (formerly  known as The  Chase
Manhattan  Bank),  as Indenture  Trustee (the  "Indenture  Trustee",  which term
includes any successor  Indenture Trustee under the Base Indenture),  and (ii) a
Series 2002-1  Indenture  Supplement  dated as of __________,  2002 (the "Series
2002-1 Indenture  Supplement") between the Issuer and the Indenture Trustee. The
Base  Indenture and the Series 2002-1  Supplement  are referred to herein as the
"Indenture".  The  Class A-1  Investor  Notes  are  subject  to all terms of the
Indenture.  All terms used in this Class A-1  Investor  Note that are defined in
the Indenture,  as  supplemented,  modified or amended,  shall have the meanings
assigned to them in or pursuant to the Indenture,  as so supplemented,  modified
or amended.

          The  Class A-1  Investor  Notes are and will be  equally  and  ratably
secured by the Series 2002-1 Collateral pledged as security therefor as provided
in the Indenture and the Series 2002-1 Indenture Supplement.

          Principal  of the Class A-1  Investor  Notes  will be  payable on each
Payment  Date  specified  in and  in the  amounts  described  in the  Indenture.
"Payment  Date"  means  the  7th  day of each  month,  or if such  date is not a
Business Day, the next succeeding Business Day, commencing July 8, 2002.

          The entire unpaid principal amount of this Series 2002-1 Investor Note
shall be due and payable on the Class A-1 Final Maturity  Date.  Notwithstanding
the  foregoing,  principal on the Class A-1 Investor  Notes will be paid earlier
during the Series 2002-1 Amortization Period as described in the Indenture.  All
principal payments on the Class A-1 Investor Notes shall be made pro rata to the
Class A-1 Investor Noteholders entitled thereto.

          The Issuer will have the option to prepay the Series  2002-1  Investor
Notes,  in whole but not in part,  on any Payment Date after the Payment Date in
December 2003. The prepayment price for the Series 2002-1 Investor Notes will be
equal to the amount set forth in the Indenture.

          Interest will accrue on this Class A-1 Investor  Notes for each Series
2002-1 Interest Period at a rate equal to (i) with respect to the initial Series
2002-1  Interest  Period,  ___% per annum and (ii) with  respect to each  Series
2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2002-1  Interest  Period plus ____% per annum (the "Class A-1 Note
Rate").  "One-Month  LIBOR" means, for each Series 2002-1 Interest  Period,  the
rate  per  annum  determined  on the  related  LIBOR  Determination  Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time, on such LIBOR Determination  Date;  provided,  however,  that if such rate
does not appear on  Telerate  Page  3750,  One-Month  LIBOR will mean,  for such
2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by

                                      A-4

<PAGE>

the Reference Banks to the  Calculation  Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately  11:00 a.m.,  London
time,  on the LIBOR  Determination  Date to prime banks in the London  interbank
market for a period equal to one month;  provided,  further,  that if fewer than
two  quotations  are provided as requested by the  Reference  Banks,  "One-Month
LIBOR" for such Series  2002-1  Interest  Period will mean the  arithmetic  mean
(rounded to the nearest  one-one-hundred-thousandth of one percent) of the rates
quoted by major banks in New York, New York selected by the  Calculation  Agent,
at approximately 10:00 a.m., New York City time, on the first day of such Series
2002-1  Interest  Period for loans in Dollars  to leading  European  banks for a
period  equal  to one  month;  provided,  finally,  that if no such  quotes  are
provided,  "One-Month  LIBOR" for such Series 2002-1  Interest  Period will mean
One-Month  LIBOR as in  effect  with  respect  to the  preceding  Series  2002-1
Interest Period.

          The Issuer shall pay interest on overdue  installments  of interest at
the Class A-1 Note Rate to the extent lawful.

          As provided in the Indenture,  the transfer of this Class A-1 Investor
Note may be registered  on the Note  Register  upon  surrender of this Class A-1
Investor Note for registration of transfer at the office or agency designated by
the Issuer  pursuant to the  Indenture,  duly endorsed by, or  accompanied  by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly executed by, the Holder hereof or his attorney duly  authorized in writing,
and  thereupon  one  or  more  new  Class  A-1  Investor   Notes  of  authorized
denominations  in the same  aggregate  principal  amount  will be  issued to the
designated transferee or transferees.  No service charge will be charged for any
registration  of transfer or exchange of this Class A-1 Investor  Note,  but the
transferor  may be  required to pay a sum  sufficient  to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          By acquiring a Class A-1 Investor  Note or an interest  therein,  each
Class A-1 Investor  Noteholder  and each Class A-1  Investor  Note Owner and the
Issuer and the Indenture  Trustee hereby covenants and agrees that, prior to the
date  which is one year and one day  after  payment  in full of all  obligations
under each  Securitization,  it will not  institute  against,  or join any other
Person in instituting  against,  the Origination  Trust,  SPV, any other Special
Purpose  Entity,  or any general partner or single member of any Special Purpose
Entity that is a partnership or limited  liability  company,  respectively,  any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law.

          Each  Class A-1  Investor  Noteholder,  by  acceptance  of a Class A-1
Investor Note or, in the case of a Class A-1 Investor  Note Owner,  a beneficial
interest in a Class A-1 Investor Note, hereby represents, warrants and covenants
that (a) each of the Lease  SUBI and the  Fleet  Receivable  SUBI is a  separate
series of the Origination Trust as provided in Section  3806(b)(2) of Chapter 38
of Title 12 of the Delaware Code, 12 Del.C. ss. 3801 et seq.,  (b)(i) the debts,
liabilities,  obligations  and expenses  incurred,  contracted  for or otherwise
existing with respect to the Lease SUBI,  the Lease SUBI  Portfolio or the Fleet
Receivable  SUBI shall be  enforceable  against the Lease SUBI  Portfolio or the
Fleet  Receivable  SUBI only,  as  applicable,  and not  against  any other SUBI
Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations

                                      A-5

<PAGE>

and expenses incurred,  contracted for or otherwise existing with respect to any
other  SUBI  (used  in  this  paragraph  as  defined  in the  Origination  Trust
Agreement),  any other SUBI Portfolio  (used in this paragraph as defined in the
Origination Trust Agreement),  the UTI or the UTI Portfolio shall be enforceable
against such other SUBI Portfolio or the UTI Portfolio only, as applicable,  and
not against any other SUBI Assets, (c) except to the extent required by law, UTI
Assets or SUBI  Assets  with  respect to any SUBI (other than the Lease SUBI and
the  Fleet  Receivable  SUBI)  shall  not  be  subject  to  the  claims,  debts,
liabilities,  expenses or obligations  arising from or with respect to the Lease
SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no
creditor or holder of a claim relating to the Lease SUBI,  the Fleet  Receivable
SUBI or the Lease  SUBI  Portfolio  shall be  entitled  to  maintain  any action
against or recover any assets  allocated to the UTI or the UTI  Portfolio or any
other SUBI or the assets allocated thereto,  and (ii) no creditor or holder of a
claim  relating to the UTI,  the UTI  Portfolio or any SUBI other than the Lease
SUBI or the Fleet  Receivable  SUBI or any SUBI Assets other than the Lease SUBI
Portfolio  or the Fleet  Receivables  shall be entitled  to maintain  any action
against  or  recover  any  assets  allocated  to the  Lease  SUBI  or the  Fleet
Receivable  SUBI, and (e) any  purchaser,  assignee or pledgee of an interest in
the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease
SUBI  Certificate,  the Fleet Receivable SUBI  Certificate,  any other SUBI, any
other SUBI Certificate (used in this Section as defined in the Origination Trust
Agreement),  the UTI or the UTI Certificate must, prior to or  contemporaneously
with the grant of any such assignment,  pledge or security interest, (i) give to
the Origination Trust a non-petition covenant  substantially similar to that set
forth in Section 6.9 of the  Origination  Trust  Agreement,  and (ii) execute an
agreement for the benefit of each holder,  assignee or pledgee from time to time
of the UTI or UTI Certificate and any other SUBI or SUBI  Certificate to release
all claims to the assets of the Origination  Trust allocated to the UTI and each
other SUBI Portfolio and in the event that such release is not given effect,  to
fully  subordinate all claims it may be deemed to have against the assets of the
Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

          Each Class A-1 Investor  Noteholder  or Class A-1 Investor Note Owner,
by  acceptance  of a Class  A-1  Investor  Note or,  in the case of a Class  A-1
Investor  Note  Owner,  a  beneficial  interest  in a Class A-1  Investor  Note,
covenants and agrees that by accepting  the benefits of the Indenture  that such
Class  A-1  Investor  Noteholder  or Class  A-1  Investor  Note  Owner  will not
institute  against,  or join with any other Person in instituting  against,  the
Issuer any bankruptcy,  reorganization,  arrangement,  insolvency or liquidation
proceedings,  or other  proceedings,  under any Federal or state  bankruptcy  or
similar law.

          It is the intent of the Issuer, each Class A-1 Investor Noteholder and
each Class A-1 Investor Note Owner that, for Federal, state and local income and
franchise  tax  purposes  only,  the  Class A-1  Investor  Notes  will  evidence
indebtedness of the Issuer secured by the Series 2002-1  Collateral.  Each Class
A-1  Investor  Noteholder  and  each  Class  A-1  Investor  Note  Owner,  by the
acceptance  of this  Class A-1  Investor  Note,  agrees to treat  this Class A-1
Investor  Note for  purposes of Federal,  state and local  income and  franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment  thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Series 2002-1  Investor  Notes under
the  Indenture  at any time by the Issuer  with the  consent of the Holders of a
Majority in Interest of the Series 2002-1 Investor Notes

                                      A-6

<PAGE>

affected  by  such  amendment  or  modification.  The  Indenture  also  contains
provisions  permitting the Holders of Series 2002-1 Investor Notes  representing
specified  percentages of the aggregate  outstanding amount of the Series 2002-1
Investor  Notes,  on behalf of the  Holders  of all the Series  2002-1  Investor
Notes,  to  waive  compliance  by the  Issuer  with  certain  provisions  of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such consent or waiver by the Holder of this Class A-1 Investor Note (or any
one or more  predecessor  Class A-1  Investor  Notes)  shall be  conclusive  and
binding upon such Holder and upon all future  Holders of this Class A-1 Investor
Note and of any Class A-1 Investor Note issued upon the registration of transfer
hereof or in exchange  hereof or in lieu hereof  whether or not notation of such
consent or waiver is made upon this Class A-1 Investor  Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the  Indenture  without  the  consent of  Holders of the Series  2002-1
Investor Notes issued thereunder.

          The term "Issuer" as used in this Class A-1 Investor Note includes any
successor to the Issuer under the Indenture.

          The Class A-1 Investor  Notes are issuable only in registered  form in
denominations as provided in the Indenture,  subject to certain  limitations set
forth therein.

          This Class A-1 Investor Note and the  Indenture  shall be governed by,
and  construed in  accordance  with,  the law of the State of New York,  and the
obligations,  rights and remedies of the parties  hereunder and thereunder shall
be determined in accordance with such law.

          No reference  herein to the  Indenture  and no provision of this Class
A-1 Investor  Note or of the Indenture  shall alter or impair the  obligation of
the Issuer,  which is absolute and  unconditional,  to pay the  principal of and
interest on this Class A-1 Investor  Note at the times,  place and rate,  and in
the coin or currency herein prescribed.

          Interests in this Global Note may be exchanged for  Definitive  Notes,
subject to the provisions of the Indenture.

                                      A-7

<PAGE>


                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee
---------------------------------

          FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns  and
transfers unto ---------------------------------------------

---------------------------------------------------------------------------
                           (name and address of assignee)

the  within  Class A-1  Investor  Note and all  rights  thereunder,  and  hereby
irrevocably constitutes and appoints ____________________, attorney, to transfer
said Class A-1 Investor Note on the books kept for  registration  thereof,  with
full power of substitution in the premises.

Dated:__________________            By:_______________________1(FN)


                                             Signature Guaranteed:

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


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


--------
1/       NOTE: The signature to this assignment must correspond with the name of
         the registered owner as it appears on the face of the within Class A-1
         Investor Note, without alteration, enlargement or any change
         whatsoever.

                                      A-8

<PAGE>

                                                                     EXHIBIT A-2
                                                                TO SERIES 2002-1
                                                            INDENTURE SUPPLEMENT


                     FORM OF GLOBAL CLASS A-2 INVESTOR NOTE

REGISTERED                                                        $_____________
No. R-001


                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                   CUSIP (CINS) NO. ____________
                                                           ISIN NO. ____________


          THIS  NOTE IS A  GLOBAL  NOTE  WITHIN  THE  MEANING  OF THE  INDENTURE
HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITORY  TRUST
COMPANY ("DTC"),  A NEW YORK  CORPORATION,  55 WATER STREET,  NEW YORK, NEW YORK
10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR A SECURITY REGISTERED,  AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY
BE  REGISTERED,  IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE  THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC
TO THE  ISSUER OR THE  TRANSFER  AGENT  AND  REGISTRAR,  AND ANY NOTE  ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE  OF DTC,  AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC, ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

          THE   PRINCIPAL  OF  THIS  CLASS  A-2  INVESTOR  NOTE  IS  PAYABLE  IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS CLASS A-2 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.

                             CHESAPEAKE FUNDING LLC

        SERIES 2002-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                   CLASS A-2

                                      A-9

<PAGE>

          CHESAPEAKE  FUNDING LLC, a limited  liability company formed under the
laws of the State of Delaware  (herein  referred to as the "Issuer"),  for value
received,  hereby  promises to pay to Cede & Co.,  or  registered  assigns,  the
principal sum of ________________  Dollars, which amount shall be payable in the
amounts and at the times set forth in the Indenture described herein,  provided,
however, that the entire unpaid principal amount of this Class A-2 Investor Note
shall be due on the Class A-2  Final  Maturity  Date.  However,  principal  with
respect  to the  Class A-2  Investor  Notes may be paid  earlier  under  certain
limited circumstances  described in the Indenture.  The Issuer will pay interest
on this Class A-2 Note for each Series  2002-1  Interest  Period,  in accordance
with the terms of the  Indenture  at the  Class A-2 Note Rate for such  Interest
Period.  Each "Series 2002-1 Interest Period" will be a period commencing on and
including a Payment Date and ending on and  including the day preceding the next
succeeding  Payment  Date;  provided,  however,  that the initial  Series 2002-1
Interest Period shall commence on and include the Series 2002-1 Closing Date and
end on and include  July 7,  2002.  Such principal of and interest on this
Class A-2  Investor  Note shall be paid in the manner  specified  on the reverse
hereof and in the Indenture.

          The  principal  of and  interest on this Class A-2  Investor  Note are
payable in such coin or currency of the United  States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Class A-2 Investor Note shall be applied
as provided in the Indenture. This Class A-2 Investor Note does not represent an
interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or
any affiliate of VMS other than the Issuer.

          Reference is made to the further provisions of this Class A-2 Investor
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Investor Note. Although a summary
of certain provisions of the Indenture is set forth below and on the reverse
hereof and made a part hereof, this Class A-2 Investor Note does not purport to
summarize the Indenture and reference is made to the Indenture for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Issuer and
the Indenture Trustee. A copy of the Indenture may be requested from the
Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank,
450 West 33rd Street, New York, New York, 10001, Attention: Institutional Trust
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Indenture.

          Unless the certificate of  authentication  hereon has been executed by
the Indenture Trustee whose name appears below by manual  signature,  this Class
A-2  Investor  Note shall not be  entitled to any  benefit  under the  Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.

                                      A-10

<PAGE>

          IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be
signed, manually or in facsimile, by its Authorized Officer.

Date:  ____________, 2002

                                       CHESAPEAKE FUNDING LLC


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This  is one  of  the  Class  A-2  Investor  Notes  issued  under  the
within-mentioned Indenture.

                                       JPMORGAN CHASE BANK, as Indenture Trustee




                                       By:
                                         ---------------------------------------
                                         Authorized Signatory

                                      A-11

<PAGE>

                      [REVERSE OF CLASS A-2 INVESTOR NOTE]

          This  Class A-2  Investor  Note is one of a duly  authorized  issue of
Class A-2 Investor  Notes of the Issuer  designated  its Series 2002-1  Floating
Rate Asset Backed Investor Notes (herein called the "Class A-2 Investor Notes"),
all  issued  under (i) a Base  Indenture  dated as of June 30,  1999  (such Base
Indenture,  as  amended or  modified,  is herein  called the "Base  Indenture"),
between  the  Issuer  and  JPMorgan  Chase  Bank  (formerly  known as The  Chase
Manhattan  Bank),  as Indenture  Trustee (the  "Indenture  Trustee",  which term
includes any successor  Indenture Trustee under the Base Indenture),  and (ii) a
Series 2002-1 Indenture  Supplement  dated as of ___________,  2002 (the "Series
2002-1 Indenture  Supplement") between the Issuer and the Indenture Trustee. The
Base  Indenture and the Series 2002-1  Supplement  are referred to herein as the
"Indenture".  The  Class A-2  Investor  Notes  are  subject  to all terms of the
Indenture.  All terms used in this Class A-2  Investor  Note that are defined in
the Indenture,  as  supplemented,  modified or amended,  shall have the meanings
assigned to them in or pursuant to the Indenture,  as so supplemented,  modified
or amended.

          The  Class A-2  Investor  Notes are and will be  equally  and  ratably
secured by the Series 2002-1 Collateral pledged as security therefor as provided
in the Indenture and the Series 2002-1 Indenture Supplement.

          Principal  of the Class A-2  Investor  Notes  will be  payable on each
Payment  Date  specified  in and  in the  amounts  described  in the  Indenture.
"Payment  Date"  means  the  7th  day of each  month,  or if such  date is not a
Business Day, the next succeeding Business Day, commencing __________, 2002.

          The entire unpaid principal amount of this Series 2002-1 Investor Note
shall be due and payable on the Class A-2 Final Maturity  Date.  Notwithstanding
the  foregoing,  principal on the Class A-2 Investor  Notes will be paid earlier
during the Series 2002-1 Amortization Period as described in the Indenture.  All
principal payments on the Class A-2 Investor Notes shall be made pro rata to the
Class A-2 Investor Noteholders entitled thereto.

          The Issuer will have the option to prepay the Series  2002-1  Investor
Notes,  in whole but not in part,  on any Payment Date after the Payment Date in
____________.  The prepayment price for the Series 2002-1 Investor Notes will be
equal to the amount set forth in the Indenture.

          Interest will accrue on this Class A-2 Investor  Notes for each Series
2002-1 Interest Period at a rate equal to (i) with respect to the initial Series
2002-1  Interest  Period,  ___% per annum and (ii) with  respect to each  Series
2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2002-1  Interest  Period  plus ___% per annum (the "Class A-2 Note
Rate").  "One-Month  LIBOR" means, for each Series 2002-1 Interest  Period,  the
rate  per  annum  determined  on the  related  LIBOR  Determination  Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time, on such LIBOR Determination  Date;  provided,  however,  that if such rate
does not appear on  Telerate  Page  3750,  One-Month  LIBOR will mean,  for such
2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by

                                      A-12

<PAGE>

the Reference Banks to the  Calculation  Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately  11:00 a.m.,  London
time,  on the LIBOR  Determination  Date to prime banks in the London  interbank
market for a period equal to one month;  provided,  further,  that if fewer than
two  quotations  are provided as requested by the  Reference  Banks,  "One-Month
LIBOR" for such Series  2002-1  Interest  Period will mean the  arithmetic  mean
(rounded to the nearest  one-one-hundred-thousandth of one percent) of the rates
quoted by major banks in New York, New York selected by the  Calculation  Agent,
at approximately 10:00 a.m., New York City time, on the first day of such Series
2002-1  Interest  Period for loans in Dollars  to leading  European  banks for a
period  equal  to one  month;  provided,  finally,  that if no such  quotes  are
provided,  "One-Month  LIBOR" for such Series 2002-1  Interest  Period will mean
One-Month  LIBOR as in  effect  with  respect  to the  preceding  Series  2002-1
Interest Period.

          The Issuer shall pay interest on overdue  installments  of interest at
the Class A-2 Note Rate to the extent lawful.

          As provided in the  Indenture and subject to certain  limitations  set
forth therein, the transfer of this Class A-2 Investor Note may be registered on
the  Note  Register  upon   surrender  of  this  Class  A-2  Investor  Note  for
registration  of  transfer  at the  office or agency  designated  by the  Issuer
pursuant  to the  Indenture,  duly  endorsed  by,  or  accompanied  by a written
instrument  of transfer  in form  satisfactory  to the  Indenture  Trustee  duly
executed by, the Holder hereof or his attorney duly  authorized in writing,  and
thereupon one or more new Class A-2 Investor  Notes of authorized  denominations
in the  same  aggregate  principal  amount  will  be  issued  to the  designated
transferee  or   transferees.   No  service  charge  will  be  charged  for  any
registration  of transfer or exchange of this Class A-2 Investor  Note,  but the
transferor  may be  required to pay a sum  sufficient  to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

          By acquiring a Class A-2 Investor  Note or an interest  therein,  each
Class A-2 Investor  Noteholder  and each Class A-2  Investor  Note Owner and the
Issuer and the Indenture  Trustee hereby covenants and agrees that, prior to the
date  which is one year and one day  after  payment  in full of all  obligations
under each  Securitization,  it will not  institute  against,  or join any other
Person in instituting  against,  the Origination  Trust,  SPV, any other Special
Purpose  Entity,  or any general partner or single member of any Special Purpose
Entity that is a partnership or limited  liability  company,  respectively,  any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law.

          Each  Class A-2  Investor  Noteholder,  by  acceptance  of a Class A-2
Investor Note or, in the case of a Class A-2 Investor  Note Owner,  a beneficial
interest in a Class A-2 Investor Note, hereby represents, warrants and covenants
that (a) each of the Lease  SUBI and the  Fleet  Receivable  SUBI is a  separate
series of the Origination Trust as provided in Section  3806(b)(2) of Chapter 38
of Title 12 of the Delaware Code, 12 Del.C. ss. 3801 et seq.,  (b)(i) the debts,
liabilities,  obligations  and expenses  incurred,  contracted  for or otherwise
existing with respect to the Lease SUBI,  the Lease SUBI  Portfolio or the Fleet
Receivable  SUBI shall be  enforceable  against the Lease SUBI  Portfolio or the
Fleet  Receivable  SUBI only,  as  applicable,  and not  against  any other SUBI
Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations

                                      A-13

<PAGE>

and expenses incurred,  contracted for or otherwise existing with respect to any
other  SUBI  (used  in  this  paragraph  as  defined  in the  Origination  Trust
Agreement),  any other SUBI Portfolio  (used in this paragraph as defined in the
Origination Trust Agreement),  the UTI or the UTI Portfolio shall be enforceable
against such other SUBI Portfolio or the UTI Portfolio only, as applicable,  and
not against any other SUBI Assets, (c) except to the extent required by law, UTI
Assets or SUBI  Assets  with  respect to any SUBI (other than the Lease SUBI and
the  Fleet  Receivable  SUBI)  shall  not  be  subject  to  the  claims,  debts,
liabilities,  expenses or obligations  arising from or with respect to the Lease
SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no
creditor or holder of a claim relating to the Lease SUBI,  the Fleet  Receivable
SUBI or the Lease  SUBI  Portfolio  shall be  entitled  to  maintain  any action
against or recover any assets  allocated to the UTI or the UTI  Portfolio or any
other SUBI or the assets allocated thereto,  and (ii) no creditor or holder of a
claim  relating to the UTI,  the UTI  Portfolio or any SUBI other than the Lease
SUBI or the Fleet  Receivable  SUBI or any SUBI Assets other than the Lease SUBI
Portfolio  or the Fleet  Receivables  shall be entitled  to maintain  any action
against  or  recover  any  assets  allocated  to the  Lease  SUBI  or the  Fleet
Receivable  SUBI, and (e) any  purchaser,  assignee or pledgee of an interest in
the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease
SUBI  Certificate,  the Fleet Receivable SUBI  Certificate,  any other SUBI, any
other SUBI Certificate (used in this Section as defined in the Origination Trust
Agreement),  the UTI or the UTI Certificate must, prior to or  contemporaneously
with the grant of any such assignment,  pledge or security interest, (i) give to
the Origination Trust a non-petition covenant  substantially similar to that set
forth in Section 6.9 of the  Origination  Trust  Agreement,  and (ii) execute an
agreement for the benefit of each holder,  assignee or pledgee from time to time
of the UTI or UTI Certificate and any other SUBI or SUBI  Certificate to release
all claims to the assets of the Origination  Trust allocated to the UTI and each
other SUBI Portfolio and in the event that such release is not given effect,  to
fully  subordinate all claims it may be deemed to have against the assets of the
Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

          Each Class A-2 Investor  Noteholder  or Class A-2 Investor Note Owner,
by  acceptance  of a Class  A-2  Investor  Note or,  in the case of a Class  A-2
Investor  Note  Owner,  a  beneficial  interest  in a Class A-2  Investor  Note,
covenants and agrees that by accepting  the benefits of the Indenture  that such
Class  A-2  Investor  Noteholder  or Class  A-2  Investor  Note  Owner  will not
institute  against,  or join with any other Person in instituting  against,  the
Issuer any bankruptcy,  reorganization,  arrangement,  insolvency or liquidation
proceedings,  or other  proceedings,  under any Federal or state  bankruptcy  or
similar law.

          It is the intent of the Issuer, each Class A-2 Investor Noteholder and
each Class A-2 Investor Note Owner that, for Federal, state and local income and
franchise  tax  purposes  only,  the  Class A-2  Investor  Notes  will  evidence
indebtedness of the Issuer secured by the Series 2002-1  Collateral.  Each Class
A-2  Investor  Noteholder  and  each  Class  A-2  Investor  Note  Owner,  by the
acceptance  of this  Class A-2  Investor  Note,  agrees to treat  this Class A-2
Investor  Note for  purposes of Federal,  state and local  income and  franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment  thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Series 2002-1  Investor  Notes under
the  Indenture  at any time by the Issuer  with the  consent of the Holders of a
Majority in Interest of the Series 2002-1 Investor Notes

                                      A-14

<PAGE>

affected  by  such  amendment  or  modification.  The  Indenture  also  contains
provisions  permitting the Holders of Series 2002-1 Investor Notes  representing
specified  percentages of the aggregate  outstanding amount of the Series 2002-1
Investor  Notes,  on behalf of the  Holders  of all the Series  2002-1  Investor
Notes,  to  waive  compliance  by the  Issuer  with  certain  provisions  of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such consent or waiver by the Holder of this Class A-2 Investor Note (or any
one or more  predecessor  Class A-2  Investor  Notes)  shall be  conclusive  and
binding upon such Holder and upon all future  Holders of this Class A-2 Investor
Note and of any Class A-2 Investor Note issued upon the registration of transfer
hereof or in exchange  hereof or in lieu hereof  whether or not notation of such
consent or waiver is made upon this Class A-2 Investor  Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the  Indenture  without  the  consent of  Holders of the Series  2002-1
Investor Notes issued thereunder.

          The term "Issuer" as used in this Class A-2 Investor Note includes any
successor to the Issuer under the Indenture.

          The Class A-2 Investor  Notes are issuable only in registered  form in
denominations as provided in the Indenture,  subject to certain  limitations set
forth therein.

          This Class A-2 Investor Note and the  Indenture  shall be governed by,
and  construed in  accordance  with,  the law of the State of New York,  and the
obligations,  rights and remedies of the parties  hereunder and thereunder shall
be determined in accordance with such law.

          No reference  herein to the  Indenture  and no provision of this Class
A-2 Investor  Note or of the Indenture  shall alter or impair the  obligation of
the Issuer,  which is absolute and  unconditional,  to pay the  principal of and
interest on this Class A-2 Investor  Note at the times,  place and rate,  and in
the coin or currency herein prescribed.

          Interests in this Global Note may be exchanged for  Definitive  Notes,
subject to the provisions of the Indenture.

                                      A-15

<PAGE>


                                   ASSIGNMENT

Social  Security  or  taxpayer  I.D.  or other  identifying  number of  assignee
---------------------------------

          FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns  and
transfers unto
                                   ---------------------------------------------

---------------------------------------------------------------------------
                           (name and address of assignee)

the  within  Class A-2  Investor  Note and all  rights  thereunder,  and  hereby
irrevocably constitutes and appoints ____________________, attorney, to transfer
said Class A-1 Investor Note on the books kept for  registration  thereof,  with
full power of substitution in the premises.

Dated:__________________            By:_______________________2(FN)


                                             Signature Guaranteed:

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


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



--------
2/       NOTE: The signature to this assignment must correspond with the name of
         the registered owner as it appears on the face of the within Class A-2
         Investor Note, without alteration, enlargement or any change
         whatsoever.

                                      A-16
<PAGE>