<PAGE>
                                                              Exhibit 10.6


                                AMENDMENT NO. 1

                         DATED AS OF OCTOBER 28, 1999


                                      TO


                           ADMINISTRATION AGREEMENT



                                     AMONG



                             GREYHOUND FUNDING LLC


                              RAVEN FUNDING LLC,


                      PHH VEHICLE MANAGEMENT SERVICES LLC
                               AS ADMINISTRATOR


                                      AND


                           THE CHASE MANHATTAN BANK,
                             AS INDENTURE TRUSTEE



                           DATED AS OF JUNE 30, 1999









<PAGE>

                               Table of Contents


                                                                          Page

SECTION 1:  CERTAIN DEFINED TERMS . . . . . . . . . . . . . . . . . . . . .  1

SECTION 2:  AMENDMENT TO SECTION 2  OF ADMINISTRATION AGREEMENT . . . . . .  1

SECTION 3:  AMENDMENT TO SECTION 3  OF ADMINISTRATION AGREEMENT . . . . . .  2

SECTION 4:  AMENDMENT TO SECTION 6  OF ADMINISTRATION AGREEMENT . . . . . .  2

SECTION 5:  SCHEDULE TO ADMINISTRATION AGREEMENT  . . . . . . . . . . . . .  2

SECTION 6:  CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . . . . . . .  3

SECTION 7:  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .  3
          Section 7.1    Duplicate Originals.   . . . . . . . . . . . . . .  3
          Section 7.2    Ratification and Effect.   . . . . . . . . . . . .  3
          Section 7.3    GOVERNING LAW  . . . . . . . . . . . . . . . . . .  3
          Section 7.4    Headings   . . . . . . . . . . . . . . . . . . . .  3
          Section 7.5    Counterparts   . . . . . . . . . . . . . . . . . .  3
          Section 7.6    Severability of Provisions   . . . . . . . . . . .  3
























                                      -i-

<PAGE>
          AMENDMENT, dated as of October 28, 1999 ("Amendment"), to
ADMINISTRATION AGREEMENT, dated as of June 30, 1999, among GREYHOUND FUNDING
LLC, a special purpose, limited liability company established under the laws
of Delaware (the "Issuer"), RAVEN FUNDING LLC, a special purpose, limited
liability company established under the laws of Delaware ("SPV"), PHH VEHICLE
MANAGEMENT SERVICES, LLC, a Delaware limited liability company, as
administrator (the "Administrator"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee") under the Base Indenture, dated as of June
30, 1999, between the Issuer and the Indenture Trustee, as amended on the
date hereof.


                             W I T N E S S E T H:


          WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee are parties to an Administration Agreement, dated as of June 30, 1999
(the "Administration Agreement");

          WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee desire to amend certain terms of the Administration Agreement; and

          WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee  have duly authorized the execution and delivery of this Amendment;

          NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Administration
Agreement be amended and supplemented as follows:

                       SECTION 1:  CERTAIN DEFINED TERMS

          Certain capitalized terms used herein, and not defined herein,
shall have the respective meanings assigned to such terms in the
Administration Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.

        SECTION 2:  AMENDMENT TO SECTION 2 OF ADMINISTRATION AGREEMENT

          The Clause (M) of Section 2.1(a) of the Administration Agreement is
hereby amended and restated in its entirety as follows:

<PAGE>

          "(M)  to prepare and deliver to the Indenture Trustee written
     instructions with respect to the investment of funds on deposit in the
     Collection Account and any Series Accounts and the liquidation of such
     investments as required or permitted, and to prepare and deliver to the
     Indenture Trustee such additional instructions as are required to
     maintain the Indenture Trustee's security interest in the Permitted
     Investments credited to the Collection Account and any Series Accounts
     (Section 5.1(c) of the Base Indenture)."


        SECTION 3:  AMENDMENT TO SECTION 3 OF ADMINISTRATION AGREEMENT

          The first sentence of Section 3 of the Administration Agreement is
hereby amended and restated in its entirety as follows:

     "The Administrator hereby agrees to pay to the Indenture Trustee the
     compensation set forth on the Fee Schedule attached hereto."

        SECTION 4:  AMENDMENT TO SECTION 6 OF ADMINISTRATION AGREEMENT

          The first sentence of Section 6 of the Administration Agreement is
hereby amended and restated in its entirety as follows:

     "As compensation for the performance of the Administrator's
     obligations under this Agreement on behalf of the Issuer and, as
     reimbursement for its expenses related thereto, the Administrator
     shall be entitled to receive a fee for each Monthly Period in an
     amount equal to 0.01% per annum of the numerator used to determine
     the Invested Percentage with respect to each Series of Investor
     Notes Outstanding on the last day of the immediately preceding
     Monthly Period (calculated for the actual number of days elapsed
     during such period over a 360-day year), payable by the Holders of
     the Investor Notes of each Series in accordance with the related
     Indenture Supplement on each Payment Date."

               SECTION 5:  SCHEDULE TO ADMINISTRATION AGREEMENT

          The Administration Agreement is hereby amended to include the Fee
Schedule attached to this Amendment.









                                      -2-

<PAGE>

                       SECTION 6:  CONDITIONS PRECEDENT

          This Amendment shall become effective and shall be binding on each
of the parties hereto upon the effectiveness of Supplemental Indenture No. 1,
dated as of October 28, 1999, to the Base Indenture.


                           SECTION 7:  MISCELLANEOUS

          Section 7.1  Duplicate Originals.

          The parties may sign any number of copies of this Amendment.  One
signed copy is enough to prove this Amendment.

          Section 7.2  Ratification and Effect.

          The Administration Agreement, as amended and supplemented by this
Amendment No. 1, is in all respects ratified and confirmed, shall continue to
be in full force and effect, and shall be read, taken and construed as one
and the same instrument.

          Section 7.3    GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

          Section 7.4    Headings.  The various headings in this Amendment
are for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Amendment.

          Section 7.5    Counterparts.  This Amendment may be executed in two
or more counterparts, and by different parties on separate counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

          Section 7.6    Severability of Provisions.  If any one or more of
the covenants, agreement, provisions or terms of this Amendment shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed enforceable to the fullest extent
permitted, and if not so permitted, shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
of this Amendment.





                                      -3-

<PAGE>

          IN WITNESS WHEREOF, the Issuer and SPV have caused this Amendment
No. 1 to be duly executed by their respective duly authorized officers as of
the day and year first written above.

                                   GREYHOUND FUNDING LLC



                                   By:     /s/ Tony Wong
                                           ---------------------------------
                                   Name:   Tony Wong
                                   Title:  Manager


                                   RAVEN FUNDING LLC



                                   By:     /s/ Bernard J. Angelo
                                           ----------------------------------
                                   Name:   Bernard J. Angelo
                                   Title:  Manager


                                   PHH VEHICLE MANAGEMENT SERVICES LLC



                                   By:     /s/  Gerard Kennell
                                           ----------------------------------
                                   Name:
                                   Title:


                                   THE CHASE MANHATTAN BANK,
                                     as Indenture Trustee



                                   By:     /s/ Jennifer Cupo
                                           ----------------------------------
                                   Name:   Jennifer Cupo
                                   Title:  Vice President





                                      -4-

<PAGE>
                                                               Exhibit 10.6

                           ADMINISTRATION AGREEMENT


          This ADMINISTRATION AGREEMENT, dated as of June 30, 1999 (this
"Agreement"), is by and among GREYHOUND FUNDING LLC, a Delaware limited
liability company (the "Issuer"), RAVEN FUNDING LLC, a Delaware limited
liability company ("SPV"), PHH VEHICLE MANAGEMENT SERVICES, LLC, a Delaware
limited liability company, as administrator (the "Administrator"), and THE
CHASE MANHATTAN BANK, an New York banking corporation, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee" under the
Base Indenture (as defined herein)).

          WHEREAS, each of the Issuer and SPV has entered into the
Transaction Documents to which it is a party.

          WHEREAS, each of the Issuer and SPV desires to have the
Administrator perform certain of its duties under the Transaction Documents
and to provide such additional services consistent with the terms of this
Agreement and the Transaction Documents as the Issuer or SPV, as the case may
be, may from time to time request; and

          WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and
SPV on the terms set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

          1.   Definitions and Usage.  Unless specified herein, capitalized
terms used herein (including the preamble and recitals hereto) shall have the
meaning assigned to such terms in the Definitions List attached as Schedule 1
to the Base Indenture, dated as of June 30, 1999 (the "Base Indenture"),
between the Issuer, and the Indenture Trustee.

          2.   Duties of the Administrator.  (a)  Certain Duties with Respect
to the Indenture.  The Administrator agrees to perform all its duties as
Administrator under the Base Indenture and each Indenture Supplement. In
addition, the Administrator agrees to perform the following duties on behalf
of the Issuer under the Base Indenture:

          (A)  to cause the Note Register to be kept and to give the
     Indenture Trustee notice of any appointment of a new Note Registrar and
     the location, or change in location, of the Transfer Agent and Registrar
     and the office or offices where Notes may be surrendered for
     registration of transfer or exchange (Section 2.4 of the Base
     Indenture);

<PAGE>

          (B)  to prepare and deliver to the Indenture Trustee an Issuer
     Request with respect to funds remaining unclaimed for two years after
     the related payment was due under the circumstances described in Section
     2.6(c) (Section 2.6(c) of the Base Indenture);

          (C)  to furnish to the Indenture Trustee at least seven Business
     Days before each Payment Date and at such other time as the Indenture
     Trustee may request in writing, a list of the names and addresses of
     Investor Noteholders of each Series of Investor Notes (Section 2.8 of
     the Base Indenture);

          (D)  to prepare Definitive Notes and arrange the delivery thereof
     (Section 2.11 of the Base Indenture);

          (E)  to prepare, obtain or file the instruments, opinions and
     certificates and other documents required for the release of collateral
     (Section 3.2(b) of the Base Indenture);

          (F)  to deliver to the Indenture Trustee copies of each of the
     reports, statements,  certificates and other materials delivered to the
     Issuer by the Servicer and referred to in Section 4.1(a) (Section 4.1(a)
     of the Base Indenture);

          (G)  to deliver to the Indenture Trustee, in accordance with
     Section 4.1(a)(vi) of the Base Indenture, a copy of the additional
     information regarding the financial position, results of operations or
     business of the Origination Trust or VMS delivered to the Issuer
     pursuant to the Origination Trust Documents (Section 4.1(a)(vi) of the
     Base Indenture);

          (H)  to prepare and deliver to the Indenture Trustee or the Paying
     Agent written instructions to make withdrawals and payments from the
     Collection Account and any Series Accounts specified in the Base
     Indenture or in an Indenture Supplement (Sections 4.1(b) and 5.4(b) of
     the Base Indenture);

          (I)  to deliver to any Investor Noteholder and any prospective
     purchaser of Investor Notes the information required by Rule 144A(d)(4)
     of the Securities Act (Section 4.3 of the Base Indenture);

          (J)  to deliver to the Indenture Trustee or the Paying Agent and
     the Rating Agencies the Monthly Settlement Statement with respect to
     each Series of Investor Notes (Section 4.4 of the Base Indenture);

          (K)  to deliver to the Indenture Trustee or the Paying Agent a copy
     of the annual financial statements of the Issuer (Section 4.4(b) of the
     Base Indenture);

                                      -2-

<PAGE>

          (L)  to prepare and deliver to the Indenture Trustee and the Paying
     Agent the Annual Noteholders' Tax Statement required to be delivered to
     Investor Noteholders (Section 4.4(c) of the Base Indenture);

          (M)  to prepare and deliver to the Indenture Trustee written
     instructions with respect to the investment of funds on deposit in the
     Collection Account and the liquidation of such investments as required
     or permitted (Section 5.1(c) of the Base Indenture);

          (N)  to prepare and deliver to the Indenture Trustee written
     instructions with respect to the investment of funds on deposit in the
     Gain On Sale Account and the liquidation of such investments as required
     or permitted (Section 5.2(b) of the Base Indenture);

          (O)  to prepare and deliver to the Indenture Trustee written
     instructions to withdraw amounts from the Gain On Sale Account (Section
     5.2(e) of the Base Indenture);

          (P)  to maintain an office or agency in the City of New York for
     registration of transfer or exchange of Investor Notes (Section 8.2);

          (Q)  to obtain and preserve the Issuer's qualification to do
     business in each jurisdiction in which the failure to so qualify would
     have a material adverse effect on the business and operations of the
     Issuer or which qualification shall be necessary to protect the validity
     and enforceability of the Indenture, the Investor Notes and any
     instrument or agreement included in the Issuer Assets (Section 8.4 of
     the Base Indenture);

          (R)  to deliver notice to the Indenture Trustee and the Rating
     Agencies of any default under any of the Transaction Documents (Section
     8.7(b) of the Base Indenture);

          (S)  to prepare (for execution by the Issuer) and file all such
     supplements and amendments to the Base Indenture and all such UCC
     financing statements and continuation statements required to be filed by
     the terms of the Indenture and the Transfer Agreement (Sections 8.7(c)
     and 8.11 of the Base Indenture);

          (T)  to deliver notice to the Indenture Trustee and the Rating
     Agencies of any Potential Amortization Event, Amortization Event,
     Potential Termination Event, Termination Event, Event of Default or
     Default under any of the Transaction Documents (Section 8.8 of the Base
     Indenture);

          (U)  to deliver notice to the Indenture Trustee and each Rating
     Agency of the commencement or existence of any proceeding by or before

                                      -3-

<PAGE>

     any Governmental Authority against or affecting the Issuer which is
     reasonably likely to have a material adverse effect on the business,
     condition (financial or otherwise), results of operations, properties or
     performance of the Issuer or the ability of the Issuer to perform its
     obligations under the Indenture or the other Transaction Documents to
     which it is a party (Section 8.9 of the Base Indenture);

          (V)  to deliver to the Indenture Trustee and each Rating Agency,
     such information as the Indenture Trustee or such Rating Agency may
     reasonably request in connection with the transactions contemplated by
     the Indenture (Section 8.10 of the Base Indenture);

          (W)  to obtain annual Opinions of Counsel in accordance with
     Section 8.12 of the Indenture (Section 8.12 of the Base Indenture);

          (X)  to prepare and deliver notice to Investor Noteholders of the
     removal of the Indenture Trustee and the appointment of a successor
     Indenture Trustee (Section 10.8 of the Base Indenture);

          (Y)  to monitor the Issuer's obligations as to the satisfaction and
     discharge of the Indenture and the preparation of an Officers'
     Certificate and the obtaining of the Opinion of Counsel and the
     Independent Certificate relating thereto (Section 11.1 of the Base
     Indenture);

          (Z)  to obtain Opinions of Counsel with respect to the execution of
     supplemental indentures and the mailing to the Investor Noteholders of
     notices with respect to such supplemental indentures (Sections 12.1 and
     12.2 of the Base Indenture);

          (AA)  to prepare all Officers' Certificates, Opinions of Counsel
     and Independent Certificates with respect to any requests by the Issuer
     to the Indenture Trustee to take any action under the Indenture (Section
     13.1(a) of the Base Indenture);

          (BB)  to prepare and deliver Officers' Certificates and obtain
     Independent Certificates, if necessary, for the release of property from
     the lien of the Indenture (Section 13.1(b) of the Base Indenture); and

          (CC)   to record the Indenture, if applicable (Section 13.15 of the
     Base Indenture).

          (b)  Certain Duties of the Issuer with Respect to the Transfer
Agreement.  The Administrator agrees to perform the following duties on
behalf of the Issuer under the Transfer Agreement:



                                      -4-

<PAGE>

          (A) to pay to SPV on each Additional Closing Date from amounts
     available under the Indenture the Transferred Asset Payment for such
     Additional Closing Date (Section 2.3 of the Transfer Agreement); and

          (B)  to do and perform, from time to time, any and all acts and to
     prepare for execution by the Issuer of any and all further instruments
     required or reasonably requested by SPV more fully to effect the
     purposes of the Transfer Agreement, including the preparation of any
     financing statements or continuation statements relating to any
     Transferred Assets purchased thereunder for filing under the provisions
     of the UCC of any applicable jurisdiction (Section 8.10 of the Transfer
     Agreement).

          (c)  Certain Duties of SPV with Respect to the Transfer Agreement.
The Administrator agrees to perform the following duties on behalf of SPV
under the Transfer Agreement:

          (A)  to prepare (for execution by SPV) and deliver to the Issuer
     the Initial Assignment (Section 2.2(a) of the Base Indenture);

          (B)  to prepare (for execution by SPV) and deliver to the Issuer
     Additional  Assignments (Section 2.2(b) of the Base Indenture);

          (C)  to obtain and preserve SPV's qualification to do business in
     each jurisdiction in which the failure to so qualify would have a
     material adverse effect on the business and operations of SPV or which
     qualification shall be necessary to protect the validity and
     enforceability of the Transfer Agreement and any instrument or agreement
     included in the Transferred Assets (Section 6.1 of the Transfer
     Agreement);

          (D)  to prepare (for execution by SPV) and file all such UCC
     financing statements and continuation statements required to be filed by
     the terms of the Transfer Agreement (Sections 6.4(c), 7.1, 7.3 and 8.10
     of the Transfer Agreement);

          (E)  to deliver notice to the Issuer, the Indenture Trustee and the
     Rating Agencies of any Potential Termination Event (Section 6.5 of the
     Transfer Agreement);

          (F)  to deliver notice to the Issuer, the Indenture Trustee and
     each Rating Agency of the commencement or existence of any proceeding by
     or before any Governmental Authority against or affecting SPV which is
     reasonably likely to have a material adverse effect on the business,
     condition (financial or otherwise), results of operations, properties or
     performance of SPV or the ability of SPV to perform its obligations


                                      -5-

<PAGE>

     under the Transfer Agreement or the other Transaction Documents to which
     it is a party (Section 6.6 of the Transfer Agreement);

          (G)  to deliver to the Issuer, the Indenture Trustee and each
     Rating Agency, such information as the Issuer, the Indenture Trustee or
     such Rating Agency may reasonably request in connection with the
     transactions contemplated by the Transfer Agreement (Section 6.7 of the
     Transfer Agreement); and

          (H)  to mark SPV's computer files, if any, to reflect the transfer
     of the Transferred Assets to the Issuer (Section 7.2 of the Transfer
     Agreement).

          3.  Indemnification of Indenture Trustee.  The Administrator hereby
agrees to pay to the Indenture Trustee $500 per month pursuant to the Fee
Schedule between the Indenture Trustee and the Administrator.  The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Administrator agrees to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by the Indenture Trustee, including costs of collection, in addition to the
compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee's agents, counsel, accountants and experts.  The Administrator hereby
agrees to indemnify the Indenture Trustee against any and all loss, liability
or expense (including the reasonable fees of counsel) incurred by it in
connection with the administration of the trust under the Indenture and the
performance of its duties thereunder.

          The Administrator's payment obligations to the Indenture Trustee
pursuant to this Section 3 shall survive the resignation or termination of
the Indenture Trustee and the discharge of the Indenture.  When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in
Section 8.1(f) of the Base Indenture with respect to the Issuer, the expenses
are intended to constitute expenses of administration under the Bankruptcy
Code or any other applicable federal or state bankruptcy, insolvency or
similar law.

          4.  Additional Duties; Additional Information.  Subject to Section
9 of this Agreement, and in accordance with the directions of the Issuer or
SPV, the Administrator shall administer, perform or supervise the performance
of such other activities in connection with the Issuer Assets and the
Transaction Documents as are not covered by any of the foregoing provisions
and as are expressly requested by the Issuer or SPV, as the case may be, and
are reasonably within the capability of the Administrator. The Administrator
shall furnish to the Issuer or SPV from time to time such additional
information regarding the Issuer Assets and the Transaction Documents as such
party shall reasonably request.

                                      -6-

<PAGE>

          5.  Records.  The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer or SPV
at any time during normal business hours.

          6.  Compensation.  As compensation for the performance of the
Administrator's obligations under this Agreement on behalf of the Issuer and,
as reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive a fee for each Monthly Period in an amount equal to 0.01%
per annum of the Required Asset Amount with respect to each Series of
Investor Notes Outstanding on the last day of  the immediately preceding
Monthly Period (calculated for the actual number of days elapsed during such
period over a 360-day year), payable by the Holders of the Investor Notes of
each Series in accordance with the related Indenture Supplement on each
Payment Date.  As compensation for the performance of the Administrator's
obligations under this Agreement on behalf of SPV and, as reimbursement for
its expenses related thereto, the Administrator shall be entitled to receive
a fee for each Monthly Period in an amount equal to $1,000, payable by SPV on
each Payment Date only to the extent of any distributions received by SPV on
account of its Common Membership Interest on such Payment Date.

          7.  Use of Subcontractors.  The Administrator may contract with
other Persons to assist it in performing its duties under this Agreement, and
any performance of such duties by a Person identified to the Indenture
Trustee in an Officer's Certificate of the Administrator shall be deemed to
be action taken by the Administrator. Any such contract shall not relieve the
Administrator of its liability and responsibility with respect to the duties
to which such contract relates.

          8.  Transactions with Affiliates.  In carrying out the foregoing
duties or any of its other obligations under this Agreement, the
Administrator may enter into transactions or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such transactions or
dealings shall be in accordance with any directions received from the Issuer
and the Indenture Trustee and shall be, in the Administrator's opinion, no
less favorable to the parties hereto than would be available from
unaffiliated parties.

          9.  Indemnification.  The Administrator shall indemnify and hold
harmless the Issuer, the Indenture Trustee, the SPV and their respective
directors, officers, agents and employees (collectively, the "Indemnified
Parties") from and against any loss, liability, expense, damage or injury
suffered or sustained by reason of any acts, omissions or alleged acts or
omissions arising out of the activities of the Administrator pursuant to this
Agreement, including but not limited to any judgment, award, settlement,
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim;

                                      -7-

<PAGE>

provided, however, that the Administrator shall not indemnify any Indemnified
Party if such acts, omissions or alleged acts or omissions constitute bad
faith, negligence or willful misconduct by such Indemnified Party. The
indemnity provided herein shall survive the termination of this Agreement and
the removal of the Administrator.

          10.  Independence of the Administrator.  Unless otherwise provided
in the Transaction Documents, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer or SPV
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Indenture Trustee,
the Administrator shall have no authority to act for or represent the
Indenture Trustee in any way and shall not otherwise be deemed an agent of
the Indenture Trustee.

          11.  No Joint Venture.  Nothing contained in this Agreement (i)
shall constitute the Administrator and any of the Issuer or SPV as members of
any partnership, joint venture, association, syndicate, unincorporated
business or other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.

          12.  Other Activities of Administrator.  Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an admin-
istrator for any other person or entity even though such person or entity may
engage in business activities similar to those of the parties hereto.

          13.  Term of Agreement; No Resignation.

          (a)  This Agreement shall continue in force until the termination
of the Indenture and the LLC Agreement in accordance with their respective
terms and the payment in full of all obligations owing thereunder, upon which
event this Agreement shall automatically terminate.

          (b)  The Administrator shall not resign from the obligations and
duties imposed hereunder.

          14.  Notices.  Any notice, report or other communication given
hereunder shall be in writing and addressed of follows:

          (a)  if to the Issuer, to:

               Greyhound Funding LLC
               c/o Global Securitization Services, LLC
               25 West 43rd Street, Suite 704

                                      -8-

<PAGE>

               New York, NY 10036
               Attention: President
               Telecopier No.: (212) 302-8767

          (b)  if to SPV, to:

               Raven Funding LLC
               c/o Global Securitization Services, LLC
               25 West 43rd Street, Suite 704
               New York, NY 10036
               Attention: President
               Telecopier No.: (212) 302-8767

          (c)  if to the Administrator, to:

               PHH Vehicle Management Services, LLC
               900 Old Country Road
               Garden City, New York 11530
               Telecopier: (516) 222- 3751
               Attention: General Counsel

          (d)  If to the Indenture Trustee, to:

               The Chase Manhattan Bank
               450 West 33rd Street
               New York, New York 10001
               Attention:      Capital Markets Fiduciary Services, VMS Auto
                               Lease Backed Securitization

or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid,
delivered by overnight courier or hand-delivered to the address of such party
as provided above.

          15.  Amendments.  This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Issuer, SPV and the
Administrator with any consents required pursuant to Section 12.2 of the Base
Indenture

          16.  Successors and Assigns.  This Agreement may not be assigned by
the Administrator unless such assignment is previously consented to in
writing by the Issuer, SPV and the Indenture Trustee and subject to the
satisfaction of the Rating Agency Condition with respect to each Series of
Outstanding Notes and each series of Preferred Membership Interests. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the Each of the parties hereto acknowledges that the Issuer has

                                      -9-

<PAGE>

pledged all of its rights under this Agreement to the Indenture Trustee on
behalf of the Investor Noteholders pursuant to the Indenture and (ii) SPV has
pledged all of its rights under this Agreement to the Issuer pursuant to the
Transfer Agreement.

          17.  Governing Law.  This agreement and the rights and obligations
of the parties hereunder shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.

          18.  Heading.  The Section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.

          19.  Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall be an original, but all of which
together shall constitute but one and the same agreement.

          20.  Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

          21.  Nonpetition Covenants. The Administrator hereby covenants and
agrees that, prior to the date which is one year and one day after the
payment in full of all of the Investor Notes and the redemption of all series
of Preferred Membership Interests, it will not institute against, or join any
other Person in instituting against, any of the Issuer or SPV any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States. The provisions of this Section 21 shall survive the
termination of this Agreement.















                                     -10-

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.


                              GREYHOUND FUNDING LLC


                              By: /s/ Kevin P. Burns
                                  ______________________________________
                                  Name:  Kevin P. Burns
                                  Title: Manager


                              RAVEN FUNDING LLC


                              By: /s/ Kevin Sheehan
                                  ______________________________________
                                  Name:  Kevin Sheehan
                                  Title: Manager


                              PHH VEHICLE MANAGEMENT SERVICES, LLC


                              By: /s/ Gerard Kennell
                                  ______________________________________
                                  Name:  Gerard Kennell
                                  Title: Senior Vice President


                              THE CHASE MANHATTAN BANK,
                                  as Indenture Trustee


                              By: /s/ Jennifer Cupo
                                  ______________________________________
                                  Name:  Jennifer Cupo
                                  Title: Vice President













                                     -11-