exv4w7w7






Exhibit 4.7.7




Execution Version




BNY TRUST COMPANY OF CANADA




as Issuer Trustee

of



FLEET LEASING RECEIVABLES TRUST



and



COMPUTERSHARE TRUST COMPANY OF CANADA



as Indenture Trustee and Paying Agent



 





SERIES 2010-2 SUPPLEMENTAL INDENTURE



August 31, 2010



 











 




SERIES 2010-2 SUPPLEMENTAL INDENTURE




TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 1	 	 	 	 
	 
	 	INTERPRETATION	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Interpretation	 	 	2	 
	Section 1.3
	 	Extended Meanings	 	 	2	 
	Section 1.4
	 	Sections and Headings	 	 	3	 
	Section 1.5
	 	Proper Law of Supplemental Indenture	 	 	3	 
	Section 1.6
	 	Invalidity of Provisions	 	 	3	 
	Section 1.7
	 	Computation of Time Periods	 	 	3	 
	Section 1.8
	 	Non-Business Days	 	 	3	 
	Section 1.9
	 	Accounting Principles	 	 	4	 
	Section 1.10
	 	Currency	 	 	4	 
	Section 1.11
	 	References to Acts of the Trust	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 2	 	 	 	 
	 
	 	PRINCIPAL TERMS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Principal Terms	 	 	5	 
	Section 2.2
	 	Application of Moneys	 	 	8	 
	Section 2.3
	 	Voting	 	 	9	 
	Section 2.4
	 	Clean-Up Provision	 	 	9	 
	Section 2.5
	 	Notice of Sale of Related Collateral	 	 	9	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 3	 	 	 	 
	 
	 	ACKNOWLEDGMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Noteholder Agreements and Acknowledgments	 	 	10	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 4	 	 	 	 
	 
	 	GENERAL	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Confirmation of Trust Indenture	 	 	12	 
	Section 4.2
	 	Obligations of the Trust	 	 	12	 
	Section 4.3
	 	Acceptance	 	 	12	 
	Section 4.4
	 	Limitation of Liability of Issuer Trustee	 	 	13	 
	Section 4.5
	 	Execution in Counterparts	 	 	13	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 4.6
	 	Formal Date	 	 	14	 
	Section 4.7
	 	Delivery of Executed Copies	 	 	14	 






	 	 	 	 	 

	Schedules
	 	 	 	 
	 
	Schedule A
	 	—	 	Form of Class A Asset-Backed Note
	Schedule B
	 	—	 	Form of Class B Asset-Backed Note






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SERIES 2010-2

SUPPLEMENTAL INDENTURE




     SERIES 2010-2 SUPPLEMENTAL INDENTURE made as of August 31, 2010, between BNY TRUST COMPANY OF
CANADA, a trust company established under the laws of Canada (the “Issuer Trustee”), as Issuer
Trustee of FLEET LEASING RECEIVABLES TRUST, a trust established under the laws of the Province of
Ontario pursuant to a Declaration of Trust made November 2, 2009, amended and restated on November
16, 2009 and further amended on January 27, 2010 and on August 31, 2010 (the “Trust”), and
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company established under the laws of Canada (the
“Indenture Trustee”).



     WHEREAS, pursuant to the Trust Indenture, provision was made for the issuance of Notes from
time to time;



     AND WHEREAS, pursuant to Section 2.3 of the Trust Indenture, the Notes may, at the election of
the Issuer Trustee, be issued in one or more Series by the execution and delivery of a Related
Supplement;



     AND WHEREAS the Issuer Trustee has authorized the issuance of a Series of Notes to be known as
the “Series 2010-2 Notes”;



     AND WHEREAS the parties are executing and delivering this Supplemental Indenture to provide
for the issuance of the Series 2010-2 Notes;



     AND WHEREAS the foregoing recitals and statements of fact are made by the Trust and not by the
Indenture Trustee;



     NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES and it is hereby covenanted, agreed and
declared as follows:



ARTICLE 1

INTERPRETATION




Section 1.1 Definitions.





	(1)	 	In this Supplemental Indenture the following terms will have the following meanings:
	 
	 	 	“Business Days” shall have the meaning set out in the Purchase Agreement.
	 
	 	 	“CDOR” has the meaning set out in the Note Purchase Agreement.
	 
	 	 	“Class A Interest Rate” has the meaning set forth in the Note Purchase Agreement.
	 
	 	 	“Class B Interest Rate” means, with respect to each Class B Asset-Backed Note, a variable
annual rate of interest equal to CDOR (as calculated for each Reporting Period,











 



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		 	on the first day of such Reporting Period, or, in the case of the first Reporting Period, on
the Series Issuance Date), plus 3.50%.
	 
	 	 	“Note Purchase Agreement” means the note purchase agreement made as of August 31, 2010 among
the Trust, PHH LP, PHH VMS and Canadian Imperial Bank of Commerce and the persons who become
parties thereto in accordance with the terms thereof from time to time (as amended,
supplemented, modified, restated or replaced from time to time).
	 
	 	 	“Purchase Agreement” means the master trust purchase agreement made as of August 31, 2010
among BNY Trust Company of Canada as trustee of the Trust, PHH VMS, PHH LP and PHH
Corporation.
	 
	 	 	“Series Accounts” means any bank or other depository accounts maintained by or on behalf of
the Trust from time to time with respect to the Series 2010-2 Notes, including the Related
Collection Account, any Related Collateral Account, the Cash Spread Account and the Yield
Supplement Account.
	 
	 	 	“Series 2010-2 Notes” means the Notes to be created and issued hereunder in two Classes, to
be known as Class A Asset-Backed Notes and Class B Asset-Backed Notes.
	 
	 	 	“Supplemental Indenture” means this Supplemental Indenture, together with the Schedules
hereto, as amended, supplemented, modified, restated or replaced from time to time, together
with all schedules hereto.
	 
	 	 	“Trust Indenture” means the trust indenture made as of November 16, 2009 between the Trust
and the Indenture Trustee as amended, supplemented, modified, restated or replaced from time
to time, including pursuant to the terms of this Supplemental Indenture.
	 
	(2)	 	Unless otherwise defined in Section 1.1(1), all capitalized terms used in this Supplemental
Indenture shall have the meanings attributed thereto in the Trust Indenture, and if not
defined therein, shall have the meanings attributed thereto in the Purchase Agreement.





Section 1.2 Interpretation.




     Subject to the next following sentences, this Supplemental Indenture is supplemental to the
Trust Indenture and the Trust Indenture shall be read in conjunction with this Supplemental
Indenture and all of the provisions of the Trust Indenture, shall apply to and shall have effect in
connection with this Supplemental Indenture in the same manner as if all of the provisions of the
Trust Indenture and of this Supplemental Indenture were contained in one instrument. If any terms
of the Trust Indenture are inconsistent with the express terms hereof, the terms of the Trust
Indenture shall be, solely in respect of the Series 2010-2 Notes, amended and supplemented so as









 



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to be consistent herewith. The provisions of this Supplemental Indenture are applicable only
in respect of the Series 2010-2 Notes and not the Notes of any other Series.




Section 1.3 Extended Meanings.




     Words importing the singular number only will include the plural and vice versa and words
importing any gender will include all genders. Unless the context requires otherwise, a reference
in this Supplemental Indenture to any agreement, instrument or declaration means such agreement,
instrument or declaration as the same may be amended, supplemented, modified, restated or replaced
from time to time. Any reference herein to “include”, “includes” or “including” means “include
without limitation”, “includes without limitation” or “including without limitation”, as
applicable.



Section 1.4 Sections and Headings.




     The table of contents does not form part of this Supplemental Indenture. The division of this
Supplemental Indenture into Articles and Sections and the insertion of headings are for convenience
of reference only and will not affect the construction or interpretation of this Supplemental
Indenture. The terms “this Supplemental Indenture”, “hereof”, “hereunder” and similar expressions
refer to this Supplemental Indenture and not to any particular Article, Section or other portion of
this agreement and include any agreement or instrument supplemental or ancillary hereto. Unless
something in the subject matter or context is inconsistent therewith, references herein to Articles
and Sections are to Articles and Sections of this Supplemental Indenture.



Section 1.5 Proper Law of Supplemental Indenture.




     This Supplemental Indenture will be governed by and construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable therein and each of the parties
hereto attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario.



Section 1.6 Invalidity of Provisions.




     Except for any provision or covenant contained herein which is fundamental to the subject
matter of this Supplemental Indenture (including, without limitation, those that relate to the
payment of money), if one or more provisions of this Supplemental Indenture is for any reason
whatever held invalid, such provision will be deemed severable from the remaining covenants,
agreements and provisions of this Supplemental Indenture and will in no way affect the validity or
enforceability of such remaining provisions or the rights of any parties hereto.



Section 1.7 Computation of Time Periods.




     In this Supplemental Indenture, with respect to the computation of periods of time from a
specified date to a later specified date, unless otherwise expressly stated, the word “from” means
“from and including” and the words “to” and “until” each mean “to but excluding”.









 



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Section 1.8 Non-Business Days.




     Whenever any payment to be made hereunder shall be stated to be due, any calculation is to be
made or any other action to be taken hereunder shall be stated to be required to be taken on a day
other than a Business Day, such payment shall be made, such calculation shall be made and such
other action shall be taken on the next succeeding Business Day and an extension of time shall be
included for such purposes. Any payment made after 3:00 p.m. (Toronto time) on a Business Day shall
be deemed to be made on the next following Business Day.



Section 1.9 Accounting Principles.




     Where the character or amount of any asset or liability or item of revenue or expense is
required to be determined, or any consolidation or other accounting computation is required to be
made for the purpose of this Supplemental Indenture, such determination or calculation will, to the
extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the
parties, be made in accordance with GAAP applied on a consistent basis. Wherever in this
Supplemental Indenture reference is made to “GAAP”, such reference will be deemed to be to
generally accepted accounting principles from time to time approved by the Canadian Institute of
Chartered Accountants, or, where so elected by the relevant Person, as approved by the Financial
Accounting Standards Board, or in either event any successor institute, until such time as the
reporting entity in question is required to or chooses to adopt International Financial Reporting
Standards, in which case such reference will be deemed to be to the International Financial
Reporting Standards as published by the International Accounting Standards Board, or any successor
accounting standards board, in each case, applicable as at the date on which such calculation is
made or required to be made in accordance with GAAP. To the extent that the definitions of
accounting terms in this Supplemental Indenture or in any certificate or other documents are
inconsistent with the meaning of such terms under GAAP, the definitions in this Supplemental
Indenture or in any such certificate or other document shall prevail.



Section 1.10 Currency.




     Unless stated otherwise, all amounts herein are stated in Canadian Dollars.



Section 1.11 References to Acts of the Trust.




     For greater certainty, where any reference is made in this Supplemental Indenture to an act to
be performed by, an appointment to be made by, an obligation or liability of, an asset or right of,
a discharge or release to be provided by, a suit or proceeding to be taken by or against, or a
covenant, representation or warranty (other than relating to the constitution or existence of the
Trust) by or with respect to either: (i) the Trust; or (ii) the Issuer Trustee, such reference
will be construed and applied for all purposes as if it referred to an act to be performed by, an
appointment to be made by, an obligation or liability of, an asset or right of, a discharge or
release to be provided by, a suit or proceeding to be taken by or against, or a covenant,
representation or warranty (other than relating to the constitution or existence of the Trust) by
or









 



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with respect to, the Issuer Trustee as trustee of the Trust or any agent appointed by it to
act on its behalf.




ARTICLE 2

PRINCIPAL TERMS




Section 2.1 Principal Terms.




     The Principal Terms of the Series 2010-2 Notes are as follows:




	 	(a)	 	Name of Notes. The Notes to be issued hereunder shall be designated as “Series
2010-2 Notes” and such Notes shall be issued in two Classes, designated as Class A
Asset-Backed Notes and Class B Asset-Backed Notes;
	 
	 	(b)	 	Types of Notes. The Class A Asset-Backed Notes shall be Senior Notes, and the
Class B Asset-Backed Notes shall be Subordinated Notes;
	 
	 	(c)	 	Aggregate Principal Amount. The aggregate principal amount of the Class A
Asset-Backed Notes and the Class B Asset-Backed Notes which may be issued is unlimited;
	 
	 	(d)	 	Series Issuance Date. The Related Series Issuance Date for the Series 2010-2
Notes shall be August 31, 2010;
	 
	 	(e)	 	Distribution Dates. The Distribution Dates for the Series 2010-2 Notes, shall
be each Distribution Date under the Purchase Agreement;
	 
	 	(f)	 	Class A Interest. Each Class A Asset-Backed Note shall bear interest on the
outstanding principal balance thereof at a rate per annum (based on a year of 365 days)
equal to the Class A Interest Rate with respect thereto. Interest on the Class A
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-2 Notes until the payment in full of the Class A Asset-Backed Notes, shall be
payable monthly in arrears on each Distribution Date and shall be calculated with
respect to each Reporting Period and the related Distribution Date, as an amount equal
to the product of (A) the weighted average Class A Interest Rate during such Reporting
Period, (B) the weighted average closing daily outstanding principal amount of the
Class A Asset-Backed Notes during such Reporting Period, and (C) a fraction equal to
the actual number of days in such Reporting Period divided by 365;
	 
	 	(g)	 	Class B Interest. Each Class B Asset-Backed Note shall bear interest on the
outstanding principal balance thereof at a rate per annum (based on a year of 365 days)
equal to the Class B Interest Rate with respect thereto. Interest on the Class B
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-2 Notes until the payment in full of the Class B Asset-Backed Notes,











 



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	 	 	 	shall be payable monthly in arrears on each Distribution Date and shall be
calculated with respect to each Reporting Period and the related Distribution Date,
as an amount equal to the product of (A) the Class B Interest Rate, (B) the weighted
average closing daily outstanding principal amount of the Class B Asset-Backed Notes
during such Reporting Period, and (C) a fraction equal to the actual number of days
in such Reporting Period divided by 365;
	 
	 	(h)	 	Overdue Interest. Without limiting any obligation of the Trust to make
payments of interest when due, interest due on the Series 2010-2 Notes but not paid on
any Distribution Date shall be due on the next Distribution Date, together with
additional interest on such overdue interest at the same rate;
	 
	 	(i)	 	Payment of Principal. The principal amount of each Series 2010-2 Note of a
particular Class payable on each Distribution Date shall be an amount equal to the pro
rata portion of the aggregate amount available (and required) to be applied by the
Trust to such Class of Series 2010-2 Notes on such Distribution Date pursuant to
Section 6.1(2)(b)(ii) of the Purchase Agreement; provided that payment of such
principal amounts shall be made (i) first, on a pari passu basis, to the Class A
Asset-Backed Notes, until all principal owing in respect thereof is paid in full, and
(ii) thereafter to the Class B Asset-Backed Notes; provided further that, on the
maturity date for each Class of Series 2010-2 Notes, all outstanding principal owing in
respect of the Notes of each such Class shall be payable by the Trust;
	 
	 	(j)	 	Language and Currency. The Series 2010-2 Notes shall be denominated in
Canadian Dollars, and such Notes may be in the English language or the English and the
French languages;
	 
	 	(k)	 	Form of Notes. The Series 2010-2 Notes and the certificate of the Paying Agent
to be endorsed thereon shall be substantially in the form of (i) Schedule A in the case
of the Class A Asset-Backed Notes and (ii) Schedule B in the case of Class B
Asset-Backed Notes, in each case with such appropriate insertions, omissions,
substitutions and variations as may be approved by the Issuer Trustee and the Paying
Agent;
	 
	 	(l)	 	Maturity Date. The maturity date of each Series 2010-2 Note is as specified
therein;
	 
	 	(m)	 	Other Deliveries. The Related Hedging Transactions with respect to the Series
2010-2 Notes is the transaction under the Swap Agreement and any other Hedging
Transactions entered into as contemplated by the Purchase Agreement, and the execution
and delivery of the Swap Agreement by the Trust and the Swap Counterparty is a
condition to the initial issuance of the Series 2010-2 Notes;










 



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	 	(n)	 	Book-Based Notes and Definitive Notes. The Series 2010-2 Notes shall initially
be Definitive Notes, and, if approved by the Issuer Trustee and the Paying Agent, may
thereafter be Book-Based Notes;
	 
	 	(o)	 	Minimum Amounts. The Series 2010-2 Notes shall be issued in minimum
denominations of $150,000;
	 
	 	(p)	 	Security for Related Obligations Secured. Unless and until any Refinancing
Notes forming part of a new Series are issued, the Related Collateral with respect to
the Series 2010-2 Notes (including the Portfolio of Assets acquired pursuant to the
Purchase Agreement, the Cash Spread Account and the Yield Supplement Account) shall be
held as security for the due payment of the Related Obligations Secured alone and shall
not be available for the Related Specified Creditors with respect to any other Series.
For greater certainty, the Related Collateral includes all rights of the Trust under
the Swap Agreement and any other Related Hedging Transactions entered into as
contemplated by the Purchase Agreement including in respect of any cash collateral or
similar account established pursuant to the Swap Agreement or any such other Related
Hedging Transactions. The Related Obligations Secured shall be secured solely by the
Related Collateral and recourse in respect of the Related Obligations Secured shall be
limited to such Related Collateral. If any Refinancing Notes forming part of a new
Series are issued, the Related Collateral with respect to the Series 2010-2 Notes
(including the Portfolio of Assets acquired pursuant to the Purchase Agreement, the
Cash Spread Account and the Yield Supplement Account) shall be held as security solely
for the due payment of the Related Obligations Secured with respect to the Series
2010-2 Notes and the Related Obligations Secured with respect to the relevant Series
for the Refinancing Notes, and shall not be available for the Related Specified
Creditors with respect to any other Series;
	 
	 	(q)	 	Related Rating Agencies. DBRS is the sole initial Rating Agency in respect of
the Series 2010-2 Notes, but the Trust may, at its option, arrange to add Moody’s as a
Rating Agency as well;
	 
	 	(r)	 	Related Securitization Agreement. The Related Securitization Agreement in
respect of the Series 2010-2 Notes is the Purchase Agreement and the Master Lease
delivered thereunder;
	 
	 	(s)	 	Initial Rating of Notes. The Series 2010-2 Notes will initially be rated (i)
AAA by DBRS for the Class A Asset-Backed Notes, and (ii) A by DBRS for the Class B
Asset-Backed Notes;
	 
	 	(t)	 	Reserves. The Reserves with respect to Series 2010-2 shall be any Deferred
Rent from time to time payable under the Purchase Agreement, and all amounts from time
to time in the Cash Spread Account or the Yield Supplement Account;










 



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	 	(u)	 	Paying Agent. The Paying Agent for the Series 2010-2 Notes will be
Computershare Trust Company of Canada;
	 
	 	(v)	 	Renewal or Extension of Senior Notes. For purposes of Section 3.3(1) of the
Trust Indenture, the holders of Series 2010-2 Notes which are Senior Notes may at any
time in their discretion renew or extend the time of payment of such Senior Notes or
exercise any other of their rights in respect thereof, including, without limitation,
the waiver of a Related Event of Default thereunder, all without assent from the
holders of Series 2010-2 Notes which are Subordinated Notes or the Indenture Trustee;
provided however that the holders of such Senior Notes or the Indenture Trustee shall
provide not less than 10 Business Days prior written notice to the holders of such
Subordinated Notes and the Related Rating Agencies of any such actions; and
	 
	 	(w)	 	Events of Default that Can be Waived. For purposes of Section 8.2(3) of the
Trust Indenture, all Related Events of Default may be waived with the consent of each
holder of the Senior Notes or as may otherwise be provided for under the Note Purchase
Agreement.





Section 2.2 Application of Moneys.





	(1)	 	For purposes of Section 9.5 of the Trust Indenture, all moneys standing at any time in any
Related Collateral Account with respect to Series 2010-2 Notes or otherwise received by the
Indenture Trustee or by the Receiver pursuant to Article 9 of the Trust Indenture with respect
to Series 2010-2 Notes or any Related Collateral shall be applied as follows:






	 	(a)	 	first, in payment or reimbursement:






	 	(i)	 	to each of the Indenture Trustee, the Paying Agent
and the Issuer Trustee of the Related Proportionate Share of all fees and
expenses payable to each of them under the provisions hereof and the
Declaration of Trust, respectively (or to any Specified Creditor who has
advanced or paid any such sums in the amount of such sums); and
	 
	 	(ii)	 	to the Indenture Trustee, of the Related
Proportionate Share of all costs, charges and expenses of and incidental
to the appointment of a Receiver of the Related Collateral (including
legal fees and disbursements on a full indemnity basis) and the exercise
by such Receiver or the Indenture Trustee of all or any of the powers
granted to them under this Indenture, including the reasonable
remuneration of such Receiver or any agent or employee of such Receiver or
any agent of the Indenture Trustee and all outgoings properly paid by such
Receiver or the Indenture Trustee in exercising their powers as aforesaid;
and










 



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	 	(b)	 	thereafter, in accordance with Section 6.1 of the Purchase Agreement.






	(2)	 	The Trust has no right to prepay or redeem the Series 2010-2 Notes, other than pursuant to
the application of Collections in accordance with Section 6.1 of the Purchase Agreement or as
otherwise contemplated herein.






	(3)	 	Prior to a Related Event of Default, Collections shall be applied in accordance with Article
6 of the Purchase Agreement.





Section 2.3 Voting.





	(1)	 	If at any time the Series 2010-2 Notes are Book-Entry Notes, the voting rights of the Series
2010-2 Noteholders holding interests in those Book-Entry Notes may be exercised through the
Clearing Agency (pursuant to the rules and procedures of the Clearing Agency) or by the
beneficial owners of the Series 2010-2 Notes; provided however that the Trust or the Indenture
Trustee, as applicable, may require such beneficial owners to provide proof satisfactory to
the Trust and the Indenture Trustee (i) of such ownership (whether by the provision of a
statutory declaration or such other evidence as may reasonably be requested); and (ii) that
such beneficial owner has not exercised its voting rights through the Clearing Agency.






	(2)	 	Notwithstanding Section 1.2 of the Trust Indenture, in determining whether Noteholders
holding the requisite percentage of Notes of any Class have given any request, demand,
authorization, direction, notice, consent, vote or waiver pursuant to the Trust Indenture,
Notes owned by any Originator, any Servicer or an Affiliate of either, shall not be
disregarded and shall be deemed to be outstanding if (i) in the case of an Originator or its
Affiliates, there are no Noteholders at such time other than an Originator or its Affiliates,
and (ii) in the case of any Servicer or an Affiliate, the subject matter of the request,
demand, authorization, direction, notice, consent, vote or waiver in question does not relate
to its role as Servicer, any replacement of it as Servicer or any Servicer Default.





Section 2.4 Clean-Up Provision.




     If the Seller exercises its option to purchase the Purchased Assets pursuant to Section 7.3 of
the Purchase Agreement, the Trust shall, out of the proceeds thereof and any amounts then in the
Cash Spread Account and the Yield Supplement Account, pay all amounts outstanding in respect of the
Series 2010-2 Notes and any Refinancing Notes on the related Distribution Date and all other
Related Obligations Secured in respect of the Series 2010-2 Notes and any Refinancing Notes on the
date such rights are exercised, subject to and in accordance with the priority of payments provided
for in Section 6.1 of the Purchase Agreement.



Section 2.5 Notice of Sale of Related Collateral.




     So long as no Event of Termination (other than under Sections 7.1(e), (f) or (g) of the
Purchase Agreement) has occurred and is continuing, the Seller shall be entitled to notice of the









 



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sale of the Related Asset Interests or any part thereof by the Indenture Trustee and to
purchase Related Asset Interests at their then fair market value.




ARTICLE 3

ACKNOWLEDGMENTS




Section 3.1 Noteholder Agreements and Acknowledgments.




     By acceptance of any Series 2010-2 Note (including any beneficial ownership of any such 2010-2
Notes held through the Book-Entry System), the Noteholder thereof specifically agrees with and
represents and acknowledges to the Trust, the Indenture Trustee and the Paying Agent that:




	 	(a)	 	no transfer of such Note will be made unless (i) the registration and
prospectus requirements of all applicable securities laws are complied with, or such
transfer is otherwise exempt from any registration and prospectus requirements of all
applicable securities laws; and (ii) such transfer complies with the Note Purchase
Agreement;
	 
	 	(b)	 	(i) no prospectus or other public offering document relating to any Class of
Notes has been delivered under any applicable securities laws, (ii) no other offering
document has been delivered to such Noteholder in connection with the offering or
issuance of the Notes held by such Noteholder, (iii) the Notes are being sold on a
private placement basis exempt from the prospectus requirements of applicable
securities laws and (iv) the resale of the Notes may be restricted under applicable
securities laws;
	 
	 	(c)	 	as a further condition to the registration of any sale, transfer, assignment,
participation, pledge or other disposition or encumbrance of a Series 2010-2 Note
(other than transfers of beneficial ownership through the Book-Entry System, in which
each prospective transferee will be deemed to so represent when it becomes a holder),
the prospective transferee of such Note will be required to represent to the Indenture
Trustee, the Paying Agent and the Trust the following, unless determined otherwise by
the Trust (as certified to the Indenture Trustee in an Officer’s Certificate):






	 	(i)	 	it understands that no subsequent transfer of the
Note is permitted unless the proposed transferee complies with the
requirements of this section; and
	 
	 	(ii)	 	it understands that any purported transfer of the
Note (or any interest therein) in contravention of any of the restrictions
and conditions contained in this Section 3.1 will be null and void, and
the purported











 



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	 	 	 	transferee in any such purported transfer will not be recognized by the
Trust or any other person as a Noteholder for any purpose; and






	 	(d)	 	that it has been, and may in the future be, entrusted with certain information
which is non-public, confidential, or proprietary in nature, and that,






	 	(i)	 	without the prior written consent of the Seller,
except as required by law or, after any Related Event of Default, to
enforce its rights and remedies hereunder, it will keep all Information
confidential and will not disclose any Information to any one other than
such Noteholder or its affiliates, or their respective directors,
officers, employees, agents, advisors or representatives (collectively,
“Representatives”), in any manner whatsoever, in whole or in part, and
will not use any Information and will ensure that its Representatives do
not use any Information, for any purpose other than for the purpose of
evaluating and administering such Noteholder’s ownership of Notes;
	 
	 	(ii)	 	“Information” means any and all information, data,
documents and materials relating to the business and operations of the
Seller or its other affiliates (including any other entity identified by
the Seller in writing as an affiliate), whether oral, in writing or other
tangible or intangible form, including any information relating to
accounts, Obligations, assets, profitability, methods of operation,
vendors, service providers, suppliers, systems, procedures, algorithms or
computer hardware or software, and other confidential information of the
Seller or its affiliates, including any confidential information of third
parties in the possession of the Seller or its affiliates, and any copies,
analyses, compilations, forecasts, studies, reports, memoranda, notes or
other documents prepared by the Noteholder or its affiliates or the
Representatives that contain or are based, in whole or in part, on such
information, including the computer tapes or files upon which such
information is stored, and including further any reports or other
information provided from time to time by the Seller under the Purchase
Agreement or by the Trust under the Trust Indenture, but Information will
not include any item of Information, which: (w) is or becomes publicly
available (either to the general public or to any relevant trade or
industry group), other than as a result of a breach of this Agreement by
such Noteholder, its affiliates or Representatives; (x) is or becomes
available to the Noteholder, its affiliates or Representatives on a
non-confidential basis, provided that such Noteholder its affiliates or
Representatives has no knowledge or notice that the source of such
information was bound by a confidentiality agreement with respect to such
information; (y) has been otherwise independently acquired or developed by
the











 



-12-







	 	 	 	Noteholder, its affiliates or Representatives without the aid,
application or use of any Information; or (z) is known by the
Noteholder, its affiliates or Representatives without restriction prior
to its disclosure to the Noteholder. The burden for establishing that
any Information falls within one of the foregoing exceptions shall be
the responsibility of the Noteholder; and
	 
	 	(iii)	 	if such Noteholder, its affiliates, or
Representatives becomes legally compelled to disclose any of the
Information, the Noteholder will provide the Seller with prompt notice
(unless the Noteholder is prohibited by law or court order from doing so)
so that the Seller may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this confidentiality
provision. If such protective order or other remedy is not obtained, or
if the Seller waives compliance with the provisions of this
confidentiality provision, the Noteholder will furnish only that portion
of the Information which the Noteholder is advised by its counsel is
legally required and will take commercially necessary steps to obtain
assurance that confidential treatment will be accorded the Information.
Notwithstanding the foregoing, the Noteholder may (without notifying the
Seller) disclose Information to any regulatory authority having
jurisdiction over the Noteholder in the course of any routine regulatory
examination of such Noteholder conducted by such authority;
provided, however, that such authority is notified of the
confidential nature of the Information and of the need to keep the
Information confidential.





ARTICLE 4

GENERAL




Section 4.1 Confirmation of Trust Indenture.




     The Trust Indenture as supplemented by this Supplemental Indenture, shall and does continue in
full force and effect, otherwise unamended, and the Trust Indenture, as so supplemented together
with all the grants created thereby, are hereby ratified and confirmed.



Section 4.2 Obligations of the Trust.




     Nothing contained in this Supplemental Indenture shall in any way modify or relieve the Trust
from its obligations to carry out its covenants contained in the Trust Indenture.



Section 4.3 Acceptance.




     The Indenture Trustee hereby accepts the trust in this Supplemental Indenture declared and
provided for and agrees to perform the same on the terms and conditions herein set forth.









 



-13-


Section 4.4 Limitation of Liability of Issuer Trustee.





	(1)	 	The Issuer Trustee has entered into this Supplemental Indenture solely in its capacity as
trustee of the Trust and not in its personal capacity, and any and all of the representations,
warranties, undertakings, covenants, indemnities, agreements and other obligations made on the
part of or by the Issuer Trustee herein are made and intended not as personal representations,
warranties, undertakings, covenants, indemnities, agreements and other obligations of or by
the Issuer Trustee or for the purpose or with the intention of binding the Issuer Trustee in
its personal capacity, but are made and intended for the purpose of binding only the Trust and
the Trust Property or a specific portion thereof. No property or assets of the Issuer
Trustee, whether owned beneficially by it in its personal capacity or otherwise (other than
the Trust Property), will be subject to levy, execution or other enforcement procedures with
regard to any of the representations, warranties, undertakings, covenants, indemnities,
agreements or other obligations of the Trust or the Issuer Trustee hereunder, and no recourse
may be had or taken, directly or indirectly against the Issuer Trustee in its personal
capacity, any beneficiary of the Trust or any affiliate, shareholder, director, officer,
representative, employee or agent of the Issuer Trustee or any predecessor or successor of the
Issuer Trustee with regard to the representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations of the Trust or the Issuer Trustee hereunder.
	 
	(2)	 	This Supplemental Indenture shall be deemed and construed for all purposes as if made by the
Financial Services Agent in and only in its capacity as agent of the Issuer Trustee. Any
liability of the Financial Services Agent under this Supplemental Indenture is non-recourse to
the Financial Services Agent in its personal capacities and limited solely to the property of
the Trust. No other property or assets of the Financial Services Agent, whether owned by it
in its personal capacity or otherwise, will be subject to levy, execution or other enforcement
procedure with regard to any obligation under this Agreement.
	 
	(3)	 	The foregoing will not in any way affect any rights that the other parties hereto may have
hereunder to (a) proceed against any person with respect to the enforcement of any guarantee
of, or collateral security for, payment of such obligations or (b) recover any funds, damages,
expenses or costs as a result of fraud, wilful misconduct, bad faith, negligence or
misrepresentation by the Issuer Trustee or the Financial Services Agent in its personal
capacity.





Section 4.5 Execution in Counterparts.




     This Supplemental Indenture may be executed in several counterparts, each of which when so
executed shall be deemed to be an original and the counterparts together shall constitute one and
the same instrument.









 



-14-


Section 4.6 Formal Date.




     For purpose of convenience, this Supplemental Indenture may be referred to as bearing a formal
date of August 31, 2010, irrespective of the actual date of its execution.



Section 4.7 Delivery of Executed Copies.




     Each party acknowledges delivery of an executed copy of this Supplemental Indenture.



[Signature page follows]









 



 


     IN WITNESS WHEREOF the parties hereto have duly executed this Supplemental Indenture.



	 	 	 	 	 
	 	BNY TRUST COMPANY OF CANADA in its capacity as trustee of
FLEET LEASING RECEIVABLES TRUST, by its Financial Services
Agent, PHH VEHICLE MANAGEMENT SERVICES INC.

 	 
	 	By:  	/s/        Mark E. Johnson
 	 
	 	 	Name:  	Mark E. Johnson 	 
	 	 	Title:  	Senior Vice-President and Treasurer 	 
	 



	 	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA, as
Indenture Trustee and Paying Agent

 	 
	 	By:  	/s/  Sean Pigot
 	 
	 	 	Professional, Corporate Trust 	 
	 	 	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Stanley Kwan
 	 
	 	 	Administrator, Corporate Trust 	 
	 	 	Authorized Signatory 	 
	 



Signature Page to Series 2010-2 Supplemental Indenture









 



 


SCHEDULE A




			
	 	 	 
	Issue Date: [ ]
	 	No.[ ]






FLEET LEASING RECEIVABLES TRUST

SERIES 2010-2 CLASS A ASSET-BACKED NOTE



FLEET LEASING RECEIVABLES TRUST (the “Trust”) for value received and subject to the following,
hereby promises to pay to or to the order of




[ ]



the principal sum of $[ ] in lawful money of Canada or such other amount as may from time to time
be reflected in the records of the Trust (or its agents) (which records shall be prima facie
evidence of the principal amount outstanding hereunder in the absence of manifest mathematical
error) with interest on the outstanding principal amount hereof at a per annum rate (based on a
year of 365 days) equal to the Class A Interest Rate with respect to the holder hereof from the
date hereof to the date of maturity, upon due presentation and surrender of this Series 2010-2
Class A Asset-Backed Note. Except to the extent repaid prior to such date in accordance with the
Trust Indenture, the outstanding principal amount of the Series 2010-2 Class A Asset-Backed Notes
shall be due and payable on the maturity date of the Series 2010-2 Class A Asset-Backed Notes. The
maturity date of the Class A Asset-Backed Note shall be the Final Collection Date (as defined in
the Purchase Agreement). Capitalized terms used in this Note and not defined herein shall have the
meanings assigned thereto in the Trust Indenture.



This Series 2010-2 Class A Asset-Backed Note is one of the duly authorized Series 2010-2 Class A
Asset-Backed Notes of the Trust issued under the trust indenture made as of November 16, 2009, and
the supplemental indenture made as of [ ], 2010 relating to the Series 2010-2 Notes, among the
Trust and Computershare Trust Company of Canada, as Indenture Trustee (the said trust indenture and
supplemental indenture, as further amended and supplemented by instruments supplemental thereto,
are hereinafter referred to as the “Trust Indenture”). Reference is hereby made to the Trust
Indenture for the rights of the holders of the Series 2010-2 Class A Asset-Backed Notes issued and
to be issued thereunder. This Series 2010-2 Class A Asset-Backed Note is also subject to the terms
and conditions of the Note Purchase Agreement. The Issuer Trustee has entered into the Trust
Indenture and issued this Series 2010-2 Class A Asset-Backed Note in its capacity as trustee of the
Trust and not in its personal capacity. The liability of the Issuer Trustee hereunder and under
the Trust Indenture is limited to the Related Collateral. No other property or assets of the
Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy,
execution or other enforcement procedures with regard to any obligation hereunder or under the
Trust Indenture. This Series 2010-2 Class A Asset-Backed Note shall be governed by and construed
in accordance with the laws of the Province of Ontario.











	 	 	 	 	 	 	 	 	 	 	 

	Countersigned by Computershare Trust Company
of Canada, as Indenture Trustee	 	 	 	BNY TRUST COMPANY OF CANADA, in its
capacity as trustee of FLEET LEASING
RECEIVABLES TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signing Officer
	 	 	 	 	 	Authorized Signing Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date of
Countersignature:
__________________	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	Authorized Signing Officer	 	 












 



 


SCHEDULE B




			
	 	 	 
	Issue Date: [ ]
	 	No.[ ]






FLEET LEASING RECEIVABLES TRUST

SERIES 2010-2 CLASS B ASSET-BACKED NOTE



FLEET LEASING RECEIVABLES TRUST (the “Trust”) for value received and subject to the following,
hereby promises to pay to or to the order of




[ ]



the principal sum of $[ ] in lawful money of Canada or such other amount as may from time to time
be reflected in the records of the Trust (or its agents) (which records shall be prima facie
evidence of the principal amount outstanding hereunder in the absence of manifest mathematical
error) with interest on the outstanding principal amount hereof at a per annum rate (based on a
year of 365 days) equal to the Class B Interest Rate with respect to the holder hereof from the
date hereof to the date of maturity, upon due presentation and surrender of this Series 2010-2
Class B Asset-Backed Note. Except to the extent repaid prior to such date in accordance with the
Trust Indenture, the outstanding principal amount of the Series 2010-2 Class B Asset-Backed Notes
shall be due and payable on the maturity date of the Series 2010-2 Class B Asset-Backed Notes. The
maturity date of the Class B Asset-Backed Note shall be the Final Collection Date (as defined in
the Purchase Agreement). Capitalized terms used in this Note and not defined herein shall have the
meanings assigned thereto in the Trust Indenture.



This Series 2010-2 Class B Asset-Backed Note is one of the duly authorized Series 2010-2 Class B
Asset-Backed Notes of the Trust issued under the trust indenture made as of November 16, 2009, and
the supplemental indenture made as of [ ], 2010 relating to the Series 2010-2 Notes, among the
Trust and Computershare Trust Company of Canada, as Indenture Trustee (the said trust indenture and
supplemental indenture, as further amended and supplemented by instruments supplemental thereto,
are hereinafter referred to as the “Trust Indenture”). Reference is hereby made to the Trust
Indenture for the rights of the holders of the Series 2010-2 Class B Asset-Backed Notes issued and
to be issued thereunder. This Series 2010-2 Class B Asset-Backed Note is also subject to the terms
and conditions of the Note Purchase Agreement. The Issuer Trustee has entered into the Trust
Indenture and issued this Series 2010-2 Class B Asset-Backed Note in its capacity as trustee of the
Trust and not in its personal capacity. The liability of the Issuer Trustee hereunder and under
the Trust Indenture is limited to the Related Collateral. No other property or assets of the
Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy,
execution or other enforcement procedures with regard to any obligation hereunder or under the
Trust Indenture. This Series 2010-2 Class B Asset-Backed Note shall be governed by and construed
in accordance with the laws of the Province of Ontario..




	 	 	 	 	 	 	 	 	 	 	 
	Countersigned by Computershare Trust Company
of Canada, as Indenture Trustee	 	 	 	BNY TRUST COMPANY OF CANADA, in its
capacity as trustee of FLEET LEASING
RECEIVABLES TRUST	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signing Officer
	 	 	 	 	 	Authorized Signing Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date of
Countersignature:
__________________	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	Authorized Signing Officer