Exhibit 4.1


                              GREYHOUND FUNDING LLC,
                                    as Issuer



                                       and



                            THE CHASE MANHATTAN BANK,
                               as Indenture Trustee







                           SUPPLEMENTAL INDENTURE No. 1

                           Dated as of October 28, 1999


                                        to


                                  BASE INDENTURE



                            Dated as of June 30, 1999







                                Asset Backed Notes
                               (Issuable in Series)










<PAGE>

                             TABLE OF CONTENTS

                                                                          Page


        SECTION 1:  CERTAIN DEFINED TERMS; AMENDMENT OF SCHEDULE 1  . .   1
                    SECTION 1.1   Certain Defined Terms . . . . . . . .   1
                    SECTION 1.2   Amendment of Schedule 1 . . . . . . .   1

        SECTION 2:  AMENDMENTS OF BASE INDENTURE  . . . . . . . . . . .   2
                    SECTION 2.1   Amendment to Section 1.4.   . . . . .   2
                    SECTION 2.2   Amendment to Section 2.4.   . . . . .   2
                    SECTION 2.7   Amendment to Section 6.1. . . . . . .   4
                    SECTION 2.8   Amendment to Section 7.13.  . . . . .   5
                    SECTION 2.9   Amendment to Section 8.7. . . . . . .   5
                    SECTION 2.11  Amendment to Section 8.18.  . . . . .   5
                    SECTION 2.12  Amendment to Section 9.1. . . . . . .   5
                    SECTION 2.13  Amendment to Article 9. . . . . . . .   6
                    SECTION 2.15  Amendments to Section 12.2. . . . . .   6

        SECTION 3:  REPRESENTATIONS AND WARRANTIES  . . . . . . . . . .   6
                    SECTION 3.1   Affirmation of Representations
                                  and Warranties. . . . . . . . . . . .   7
                    SECTION 3.2   LLC Agreement and Governmental
                                  Authorization.  . . . . . . . . . . .   7
                    SECTION 3.3   Binding Effect. . . . . . . . . . . .   7
                    SECTION 3.4   No Consent. . . . . . . . . . . . . .   7

        SECTION 4:  CONDITIONS PRECEDENT  . . . . . . . . . . . . . . .   8

        SECTION 5:  MISCELLANEOUS . . . . . . . . . . . . . . . . . . .   9
                    SECTION 5.1    Duplicate Originals.  . . . . . . . .  9
                    SECTION 5.3    Ratification and Effect.  . . . . . . 10
                    SECTION 5.4    Severability of Provisions.   . . . . 10
                    SECTION 5.5    Counterparts. . . . . . . . . . . . . 10
                    SECTION 5.6    Table of Contents, Headings, etc. . . 10
                    SECTION 5.7    Choice of Law . . . . . . . . . . . . 10








                                               i


<PAGE>

          SUPPLEMENTAL INDENTURE No. 1, dated as of October 28, 1999
("Supplemental Indenture"), to BASE INDENTURE, dated as of June 30, 1999,
between GREYHOUND FUNDING LLC, a special purpose, limited liability company
established under the laws of Delaware (the "Issuer"), and THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), as trustee (in such
capacity, the "Indentue Trustee").


                             W I T N E S S E T H:


          WHEREAS, the Issuer and Chase are parties to a Base Indenture,
dated as of June 30, 1999 (the "Base Indenture");

          WHEREAS, the Issuer desires to amend certain terms of the Base
Indenture;

          WHEREAS, the Issuer desires to amend and supplement certain terms
defined in the Definitions List attached as Schedule 1 to the Indenture;

          WHEREAS, the Isser has duly authorized the execution and delivery
of this Supplemental Indenture; and

          WHEREAS, Chase, as Indenture Trustee, is willing to enter into this
Supplemental Indenture;

          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 Base Indenture
be amended and supplemented as follows:

          SECTION 1:  CERTAIN DEFINED TERMS; AMENDMENT OF SCHEDULE 1

          SECTION 1.1   Certain Defined Terms

          Certain capitalized terms used herein shall have the meanings
assigned to such terms in the amended Definitions List attached hereto as
Schedule 1 (the "Definitions List"), as such Definitions List may be
hereafter further amended or modified from time to time in accordance with
the provisions of the Base Indenture.

          SECTION 1.2   Amendment of Schedule 1

          From and after the date of this Supplemental Indenture, which shall
not be a date prior to the satisfaction of each of the conditions to
effectiveness of this Supplemental Indenture set forth in Section 3 hereof,
any reference in the Indenture or any other Transaction Document to the
"Definitions List" or "Schedule 1 to the Indenture" shall mean Schedule 1 to
this Supplemental Indenture, and any reference to a capitalized term shall

<PAGE>

have the meanings assigned to such term therein, unless the context otherwise
requires.

                    SECTION 2:  AMENDMENTS OF BASE INDENTURE


          Section 2.1  Amendment to Section 1.4.

          Section 1.4 of the Base Indenture is hereby amended by deleting the
word "and" from the end of  Clause (v) thereof, deleting the period at the
end of Clause (v) thereof and substituting in lieu thereof "; and" and adding
the following new Clause (vii):

          "(vii)  any references herein to Notes or Noteholders means
     Investor Notes or Investor Noteholders."


          Section 2.2  Amendment to Section 2.4.

          The third sentence of Section 2.4(a) of the Base Indenture is
hereby amended and restated in its entirety as follows:

     "If any form of Investor Note is issued as a Global Note, the Indenture
     Trustee may, or if and so long as any Series of Investor Notes is listed
     on the Luxembourg Stock Exchange and the rules of such exchange shall so
     require, the Indenture Trustee shall appoint a co-transfer agent and
     co-registrar in Luxembourg or another European city."

          Section 2.3  Amendment to Section 2.6.

          The sixth sentence of Section 2.6(a) of the Base Indenture is
hereby amended and restated in its entirety as follows:

     "If any form of Investor Note is issued as a Global Note, or if and so
     long as any Series of Investor Notes are listed on the Luxembourg Stock
     Exchange and the rules of such exchange shall so require, the Indenture
     Trustee shall appoint a co-paying agent in Luxembourg or another
     European city."

          Section 2.4  Amendment to Section 3.2.





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<PAGE>

          Section 3.2 of the Base Indenture is hereby amended and restated in
its entirety as follows:

               "Section 3.2 Transaction Documents.

               (a)  Promptly following a request from the Indenture Trustee
     to do so and at the Administrator's expense, the Issuer agrees to take
     all such lawful action as the Indenture Trustee may request to compel or
     secure the performance and observance by SPV, the Servicer, the
     Administrator, VMS or PHH Consumer Lease or any other party to any of
     the Transaction Documents, as applicable, of each of their respective
     obligations under the Transaction Documents,  in each case in accordance
     with the applicable terms thereof, and to exercise any and all rights,
     remedies, powers and privileges lawfully available to the Issuer to the
     extent and in the manner directed by the Indenture Trustee, including
     the transmission of notices of default thereunder and the institution of
     legal or administrative actions or proceedings to compel or secure
     performance by SPV, the Servicer, the Administrator, VMS or PHH Consumer
     Lease or any other party to any of the Transaction Documents, as
     applicable, of each of their respective obligations under the
     Transaction Documents.  If (i) the Issuer shall have failed, within 30
     days of receiving the direction of the Indenture Trustee, to take
     commercially reasonable action to accomplish such directions of the
     Indenture, (ii) the Issuer refuses to take any such action, or (iii) the
     Indenture Trustee reasonably determines that such action must be taken
     immediately, the Indenture Trustee may take such previously directed
     action and any related action permitted under this Indenture which the
     Indenture Trustee thereafter determines is appropriate (without the need
     under this provision or any other provision under the Indenture to
     direct the Issuer to take such action), on behalf of the Issuer and the
     Investor Noteholders.

               (b)  If an Event of Default has occurred and is continuing
     with respect to any Series of Outstanding Investor Notes, the Indenture
     Trustee may, and, at the direction (which direction shall be in writing)
     of the Holders of a Majority in Interest of such Series of Outstanding
     Investor Notes (or, if an Event of Default with respect to more than one
     Series of Investor Notes has occurred, a Majority in Interest of each
     Series of Investor Notes with respect to which an Event of Default shall
     have occurred) shall exercise all rights, remedies, powers, privileges
     and claims of the Issuer against SPV, the Origination Trust or the
     Servicer under or in connection with the Transfer Agreement and the
     Origination Trust Documents, including the right or power to take any
     action to compel or secure performance or observance by SPV, the
     Origination Trust or the Servicer of each of their respective
     obligations to the Issuer thereunder and to give any consent, request,
     notice, direction, approval, extension or waiver under the Transfer
     Agreement and the Origination Trust Documents, and any right of the
     Issuer to take such action shall be suspended; provided that, if an
     Event of Default has occurred and is continuing with respect to less

                                      -3-

<PAGE>

     than all Series of Outstanding Investor Notes, the Indenture Trustee may
     not take any action hereunder that is detrimental to the rights of the
     Holders of the Investor Notes with respect to which no Event of Default
     shall have occurred.

               (c)  Without derogating from the absolute nature of the
     assignment granted to the Indenture Trustee under this Indenture or the
     rights of the Indenture Trustee hereunder, the Issuer agrees that it
     will not, without the consent of the Holders of a Majority in Interest
     of each Series of Outstanding Investor Notes, (i) amend, modify, waive,
     supplement, terminate or surrender, or agree to any amendment,
     modification, supplement, termination, waiver or surrender of, the terms
     of any of the Issuer Assets, including any of the Transaction Documents
     or (ii) waive timely observance by SPV under the Transfer Agreement or
     the Origination Trust, VMS or the Servicer under the Origination Trust
     Documents.  Upon the occurrence of a Servicer Termination Event, the
     Issuer will not, without the prior written consent of the Indenture
     Trustee or the Holders of a Majority in Interest of each Series of
     Outstanding Notes, terminate the Servicer and appoint a successor
     Servicer in accordance with the Servicing Agreement and will terminate
     the Servicer and appoint a successor Servicer in accordance with the
     Servicing Agreement if so directed by the Indenture Trustee or the
     Holders of a Majority in Interest of each Series of Outstanding Notes."

          Section 2.5  Amendment to Section 3.3.

          Section 3.3 of the Base Indenture is hereby amended by (a) deleting
the reference to "this Section 3.2" in paragraph (a) and inserting in lieu
thereof a reference to "this Section 3.3" and (a) deleting the reference to
"this Section 3.2(b)" in paragraph (b) and inserting in lieu thereof a
reference to "this Section 3.3(b)."


          Section 2.6  Amendment to Section 3.4.

          Section 3.4 of the Base Indenture is hereby amended by deleting the
reference to "Section 3.2(a)" and inserting in lieu thereof a reference to
"Section 3.3(a)."

          Section 2.7  Amendment to Section 6.1.

          Clause (a) of Section 6.1 of the Base Indenture is hereby amended
by adding the following sentence to the end of said Clause:

     "The final payment of any Definitive Note, however, will be made only
     upon presentation and surrender of such Definitive Note at the offices
     or agencies specified in the notice of final distribution with respect

                                      -4-

<PAGE>

     to such Definitive Note on a Payment Date which is a business day in the
     place of presentation."

          Section 2.8  Amendment to Section 7.13.

          Section 7.13 of the Base Indenture is hereby amended by (a)
deleting Clause (a) thereof in its entirety and inserting in lieu thereof the
following new Clause (a):

          "(a) Each of the SUBI Certificates has been duly registered in the
     name of the Issuer, endorsed in blank, and delivered to the Indenture
     Trustee and all other action necessary (including the filing of UCC-1
     financing statements) to protect and perfect the Indenture Trustee's
     security interest in the Collateral now in existence and hereafter
     acquired or created has been duly and effectively taken."

          Section 2.9  Amendment to Section 8.7.

          Section 8.7 of the Base Indenture is hereby amended by deleting
clause (d) in its entirety and changing paragraph "(e)" to paragraph "(d)".

          Section 2.10 Amendment to Section 8.2.

          Section 8.2 of the Base Indenture is hereby amended by adding the
following sentence after the second sentence in such Section as follows:

     "In addition, Definitive Notes will be transferable or exchangeable at
     the offices of any co-transfer agent and co-registrar in Luxembourg
     appointed in accordance with the terms hereof."

          Section 2.11 Amendment to Section 8.18.

          Section 8.18 of the Base Indenture is hereby amended by adding the
following sentence to the end of said Section:

     "The Issuer shall not issue any series of Preferred Membership Interests
     unless, prior to such issuance, each Rating Agency confirms that after
     such issuance the Rating Agency Condition will be met."

          Section 2.12 Amendment to Section 9.1.

          Section 9.1 of the Base Indenture is hereby amended by deleting
Clause (b) thereof and inserting in lieu thereof the following new Clause
(b):

          "(b) default in the payment of the principal of any Investor Note
     of any Series when the same becomes due and payable;"

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<PAGE>

          Section 2.13 Amendment to Article 9.

          Article 9 of the Base Indenture is hereby amended by deleting
Section 9.6 in its entirety and changing Section 9.7 through Section 9.14 to
Section 9.6 through Section 9.13, respectively.

          Section 2.14 Amendment to Section 10.1.

          Section 10.1(c) of the Base Indenture is hereby amended by deleting
the reference to "Section 9.12" and inserting in lieu thereof a reference to
"Section 9.11."

          Section 2.15 Amendments to Section 12.2.

     Section 12.2 of the Base Indenture is hereby amended by (a) deleting the
proviso to the first sentence of said Section and inserting in lieu thereof
the following new proviso:

     "provided that, (a) if such amendment, modification or waiver of or to
     this Indenture, the Indenture Supplement with respect to a Series of
     Investor Notes or any Transaction Document does not affect the
     Noteholders of a particular Series of Investor Notes (as substantiated
     by an Opinion of Counsel to such effect), then the consent of the
     Investor Noteholders of such Series shall not be required to such
     amendment, modification or waiver, (b) if such amendment, modification
     or waiver of or to any Transaction Document does not adversely affect in
     any material respect the Noteholders of any Series of Investor Notes (as
     substantiated by an Opinion of Counsel to such effect), then no consent
     of Investor Noteholders shall be required to such amendment,
     modification or waiver and (c) if such amendment or modification of the
     LLC Agreement relates to the issuance of any series of Junior Preferred
     Membership Interests, then no consent of Investor Noteholders shall be
     required to such amendment or modification so long as the Rating Agency
     Condition is satisfied with respect to such amendment or modification;
     provided further that the Rating Agency Condition is satisfied with
     respect to any such amendment, modification or waiver"; and

     (b)  deleting the reference to "this Section 11.2" in clause (i) of the
second sentence thereof and inserting in lieu thereof a reference to "this
Section 12.2."


                 SECTION 3:  REPRESENTATIONS AND WARRANTIES

          In order to induce the Indenture Trustee to agree to this
Supplemental Indenture, the Issuer hereby represents and warrants, as


                                      -6-

<PAGE>

follows, for the benefit of the Indenture Trustee and the Investor
Noteholders, as of the date hereof.

          Section 3.1  Affirmation of Representations and Warranties.

          Each representation and warranty of the Issuer set forth in the
Base Indenture and in each other Transaction Document to which it is a party,
is true and correct as of the date of this Supplemental Indenture as though
such representation or warranty were being made on and as of the date hereof
and is hereby deemed repeated as though fully set forth herein.

          Section 3.2  LLC Agreement and Governmental Authorization.

          The execution, delivery and performance by the Issuer of this
Supplemental Indenture (a) is within the Issuer's power, has been duly
authorized by all necessary action, (b) requires no action by or in respect
of, or filing with, any governmental body, agency or official which has not
been obtained and (c) does not contravene, or constitute a default under, any
Requirement of Law or any provision of applicable law, its certificate of
formation or the LLC Agreement or of any law or  governmental regulation,
rule, contract, agreement, judgment, injunction, order, decree or other
instrument bindng upon the Issuer or any of the Issuer Assets or result in
the creation or imposition of any Lien on any Issuer Asset except for Liens
created by the Indenture or the other Transaction Documents.  This
Supplemental Indenture has been executed and delivered by a duly authorized
officer of the Issuer.

          Section 3.3  Binding Effect.

          This Supplemental Indenture is a legal, valid and binding
obligation of the Issuer enforceable against the Issuer in accordance with
its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws affecting creditors' rights generally or by general equitable
principles, whether considered in a proceeding at law or in equity and by an
implied covenant of good faith and fair dealing).

          Section 3.4  No Consent.

          No consent, action by or in respect of, approval or other
authorization of, or registration, declaration or filing with, any
Governmental Authority or other Person is required for the valid execution
and delivery of this Supplemental Indenture or for the performance of any of
the Issuer's obligations hereunder other than such consents, approvals,
authorizations, registrations, declarations or filings as were obtained by
the Issuer prior to the date hereof.


                                      -7-

<PAGE>

                       SECTION 4:  CONDITIONS PRECEDENT

          This Supplemental Indenture shall become effective and shall be
binding on each of the parties hereto upon the satisfaction or due waiver of
each of the following conditions precedent:

     1.   The consent of the Holders of a Majority in Interest of each Series
          of Outstanding Investor Notes shall have been given in respect of
          this Supplemental Indenture and a copy thereof provided to the
          Indenture Trustee.

     2.   The Series 1999-1 Investor Notes shall have been repaid in full and
          the Series 1999-1 Preferred Membership Interests shall have been
          redeemed in full.

     3.   The Indenture Trustee shall have received evidence satisfactory to
          it that each Manager of the Issuer has approved this Supplemental
          Indenture.

     4.   The Indenture Trustee shall have received an Officer's Certificate
          of the Issuer dated as of the date hereof to the effect that (i) no
          Amortization Event, Potential Amortization Event, Event of Default
          or Potential Event of Default is continuing or will occur as a
          result of the execution and delivery of this Supplemental Indenture
          and (ii) the execution and delivery of this Supplemental Indenture
          will not result in any breach of any of the terms, conditions or
          provisions of or constitute a default under any indenture,
          mortgage, deed of trust or other agreement or instrument,
          including, without limitation, any Transaction Document, to which
          the Issuer is a party or by which it or its property is bound or
          any order of any court or administrative agency entered in any
          suit, action or other judicial or administrative proceeding to
          which the Issuer is party or by which it or its property may be
          bound or to which it or its property may be subject.

     5.   The Indenture Trustee shall have received an Opinion of Counsel,
          subject to the assumptions and qualifications stated therein, and
          in a form substantially acceptable to the Indenture Trustee, dated
          the date hereof, substantially to the effect that:

          i.   all conditions precedent provided for in the Base Indenture
               with respect to the execution and delivery of this
               Supplemental Indenture have been complied with in all material
               respects;

          ii.  the Issuer is duly organized under the jurisdiction of its
               formation and has the power and authority to execute and

                                      -8-

<PAGE>

               deliver this Supplemental Indenture, and SPV is duly organized
               under the jurisdiction of its formation and has the power and
               authority to execute and deliver the Amendment to the Transfer
               Agreement (as defined in Clause 6 below);

          iii. this Supplemental Indenture has been duly authorized, executed
               and delivered by the Issuer; and the Amendment to the Transfer
               Agreement has been duly authorized, executed and delivered by
               the Issuer and SPV;

          iv.  the Supplemental Indenture is a legal, valid and binding
               obligation of the Issuer enforceable in accordance with its
               terms, subject to bankruptcy, insolvency, reorganization,
               moratorium and other similar laws affecting creditors' rights
               generally and to general principles of equity;

          v.   the Amendment to the Transfer Agreement is a legal, valid and
               binding obligation of the Issuer and SPV, enforceable in
               accordance with its terms, subject to bankruptcy, insolvency,
               reorganization, moratorium and other similar laws affecting
               creditors' rights generally and to general principles of
               equity; and

          vi.  such other matters as the Indenture Trustee may reasonably
               require;

     6.   The Indenture Trustee shall have received duly executed
          counterparts of the Amendment to the Transfer Agreement, dated as
          of October 28, 1999, between the Issuer and SPV (the "Amendment to
          the Transfer Agreement"), duly executed by the Issuer and SPV; and

     7.   The Indenture Trustee shall have received such other documents,
          instruments, certifications, agreements or other items as the
          Indenture Trustee may reasonably require.

                         SECTION 5:  MISCELLANEOUS

          Section 5.1  Duplicate Originals.

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

          Section 5.2  Indenture Trustee Consent.

          By its execution hereof, the Indenture Trustee consents to the
execution and delivery by the Issuer of the Amendment to the Transfer
Agreement.

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<PAGE>

          Section 5.3  Ratification and Effect.

          The Base Indenture, as amended and supplemented by this
Supplemental Indenture 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 5.4  Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or
terms of this Supplemental Indenture shall for any reason whatsoever be held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of
this Supplemental Indenture and shall in no way affect the validity of
enforceability of the other provisions of this Supplemental Indenture.

          Section 5.5  Counterparts.

          This Supplemental Indenture 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 5.6  Table of Contents, Headings, etc..

          The table of contents and headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

          Section 5.7  Choice of Law.

          THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.














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<PAGE>

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

                              GREYHOUND FUNDING LLC,
                                as Issuer



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


                              THE CHASE MANHATTAN BANK,
                                as Indenture Trustee



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


                                                          AMENDED AND RESTATED
                                                                    SCHEDULE 1
                                                                        TO THE
                                                                BASE INDENTURE

                               DEFINITIONS LIST


          "Accrual Period" means the period from and including a Settlement
Date (or, in the case of the initial Accrual Period, October 28, 1999) to but
excluding the succeeding Settlement Date.

          "Additional Assignment" is defined in Section 2.2 of the Transfer
Agreement.

          "Additional Closing Date" is defined in Section 2.3 of the Transfer
Agreement.

          "Additional Equipment Assets" means the Master Lease Agreements,
the Leases arising thereunder and the Leased Vehicles subject to such Leases
and the Related Rights associated therewith transferred to the Origination
Trust pursuant to the Additional Equipment Assets Contribution Agreement and
allocated to the Lease SUBI.

          "Additional Equipment Assets Contribution Agreement" means that
certain Assignment and Assumption Agreement dated as of October 28, 1999,
between SPV and the Origination Trust.

          "Additional Units" means any Unit allocated to the Lease SUBI
Portfolio after the Initial Closing Date.

          "Additional Equipment Assets Assignment and Assumption Agreement"
means that certain Assignment and Assumption Agreement dated as of October
28, 1999, between VMS and SPV.

          "Adjusted Aggregate Unit Balance" means, as of any date of
determination, an amount equal to the sum of (a) the excess of (i) the
Aggregate Lease Balance over (ii) the Aggregate Lease Adjustment Amount as of
such date, (b) 90% of the excess of (i) the Aggregate Residual Value Amount
over (ii) the Excess Residual Value Amount as of such date and (c) 90% of the
excess of (i) the Aggregate Paid-In Advance Balance over (ii) the Excess
Paid-In Advance Amount as of such date.

          "Administration Agreement" means the Administration Agreement,
dated as of the Initial Closing Date, by and among the Administrator, the
Issuer, SPV and the Indenture Trustee, as amended, modified or supplemented
from time to time in accordance with its terms.

<PAGE>

          "Administrator" means VMS or a successor Administrator under the
Administration Agreement.

          "Administrator Fee" is defined in the Administration Agreement.

          "Affiliate" means, with respect to any specified Person, another
Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified. For purposes of this definition, "control" means the power to
direct the management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise; and
"controlled" and "controlling" have meanings correlative to the foregoing.

          "Aggregate Invested Amount" means the sum of the Invested Amounts
with respect to all Series of Outstanding Investor Notes.

          "Aggregate Invested Percentage" means, with respect to Collections
for any Monthly Period, the sum of the Invested Percentages for all Series of
Outstanding Notes for such Monthly Period.

          "Aggregate Lease Adjustment Amount" means, as of any date of
determination, an amount equal to the sum of (a) the Overconcentration Amount
as of such date, (b) the Excess Longer-Term Lease Amount as of such date, (c)
the Excess State Obligor Risk Amount as of such date, (d) the Excess Consumer
Lease Amount as of such date and (e) the Excess High Lease Balance Amount as
of such date.

          "Aggregate Lease Balance" means, as of any date of determination
during an Accrual Period, an amount equal to the sum of the Lease Balances of
each Eligible Lease allocated to the Lease SUBI Portfolio as of the last day
of the Monthly Period immediately preceding the first day of such Accrual
Period.

          "Aggregate Net Lease Losses" means, for any Monthly Period, an
amount equal to the excess of the aggregate Lease Balances of all Unit Leases
that became Charged-Off Leases during such Monthly Period over the aggregate
amount of Recoveries received during such Monthly Period.

          "Aggregate Paid-In Advance Balance" means, as of any date of
determination during an Accrual Period, an amount equal to the Cost of each
Eligible Paid-In Advance Vehicle allocated to the Lease SUBI Portfolio as of
the last day of the Monthly Period immediately preceding the first day of
such Accrual Period (or, if any such Eligible Paid-In Advance Vehicle was
allocated to the Lease SUBI Portfolio after the last day of such Monthly
Period, the Cost thereof as of the date such Eligible Paid-In Advance Vehicle
was allocated to the Lease SUBI Portfolio).


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<PAGE>

          "Aggregate Residual Value Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the aggregate for
each Unit Vehicle subject to a  Closed-End Lease allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding the
first day of such Accrual Period of the lesser of (a) the Stated Residual
Value of such Unit Vehicle and (b) the Net Book Value of such Unit Vehicle as
of such day.

          "Aggregate Unit Balance" means, as of any date of determination, an
amount equal to the sum of (a) the Aggregate Lease Balance, (b) the Aggregate
Paid-In Advance Balance and (c) the Aggregate Residual Value Amount as of
such date.

          "ALG Residual Value" means, with respect to a Leased Vehicle
subject to a Closed-End Lease, an amount equal to the residual percentage of
the manufacturer's suggested retail price of such Leased Vehicle specified in
the ALG Residual Percentage Guide published by Automotive Lease Guide for the
make and model of such Leased Vehicle and the lease term of such Closed-End
Lease.

          "Amortization Commencement Date" means, with respect to a Series of
Investor Notes, the date on which an Amortization Event with respect to such
Series is deemed to have occurred pursuant to the related Indenture
Supplement.

          "Amortization Event" with respect to each Series of Investor Notes,
is defined in the related Indenture Supplement.

          "Amortization Period" means, with respect to any Series of Investor
Notes or any Class within a Series of Investor Notes, the period following
the Revolving Period during which principal is distributed to Investor
Noteholders, which shall be the controlled amortization period, the principal
amortization period, the rapid amortization period, or other amortization
period, in each case as defined with respect to such Series in the related
Indenture Supplement.

          "Annual Investor Noteholders' Tax Statement" is defined in Section
4.4(c) of the Base Indenture.

          "Annual Servicing Report" is defined in Section 4.1(a) of the Base
Indenture.

          "Applicable Gain on Sale Account Percentage" means, on any date of
determination, the highest Series Gain on Sale Account Percentage with
respect to any Series of Investor Notes Outstanding.



                                      -3-

<PAGE>

          "Applicable Law" means all applicable laws, statutes, treaties,
rules, codes, ordinances, regulations, certificates, orders, interpretations,
licenses and permits of any Governmental Authority from time to time in
effect, and judgments, decrees, injunctions, writs, orders or like action of
any court, arbitrator or other administrative, judicial or quasi-judicial
tribunal or agency of competent jurisdiction (including laws specifically
mandating compliance by property owners).

          "Applicants" is defined in Section 2.8 of the Base Indenture.

          "ARAC" means Avis Rent A Car, Inc., a Delaware corporation.

          "ARAC Guaranty" means the Guaranty, dated as of October 28, 1999,
from ARAC pursuant to which ARAC has guaranteed certain of VMS's obligations
under the Origination Trust Servicing Agreement, as the same may be amended,
supplemented or modified from time to time.

          "Asset Deficiency" means, as of any date of determination, the
amount, if any, by which the Required Aggregate Asset Amount as of such date
exceeds the Adjusted Aggregate Unit Balance as of such date.

          "Asset Purchase Agreement" means the Asset Sale Agreement, dated as
of the Initial Closing Date, among VMS, PHH Consumer Lease and SPV, as
amended, modified or supplemented from time to time in accordance with its
terms.

          "Authorized Officer" means (a) as to the Administrator or the
Servicer, any of the President, any Executive Vice President or any Vice
President of the Administrator or the Servicer, as the case may be, (b) as to
the Issuer, any officer (or agent acting pursuant to a power of attorney) of
the Issuer or of any Manager acting on behalf of the Issuer and who is
identified on the list of Authorized Officers delivered by the Manager to the
Indenture Trustee on the Initial Closing Date (as such list may be modified
or supplemented from time to time thereafter) and (c) as to SPV, any officer
(or agent acting pursuant to a power of attorney) of SPV or of any manager of
SPV acting on behalf of SPV and who is identified on the list of Authorized
Officers delivered by SPV to the Indenture Trustee on the Initial Closing
Date (as such list may be modified or supplemented from time to time
thereafter).

          "Bankruptcy Code" means The Bankruptcy Reform Act of 1978, as
amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

          "Base Indenture" means the Base Indenture, dated as of the Initial
Closing Date, between the Issuer and the Indenture Trustee, as amended,
modified or supplemented from time to time, exclusive of Indenture
Supplements creating new Series of Investor Notes.

                                      -4-

<PAGE>

          "Bearer Notes" is defined in Section 2.1 of the Base Indenture.

          "Bearer Rules" means the provisions of the Internal Revenue Code,
in effect from time to time, governing the treatment of bearer obligations,
including sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations
thereunder including, to the extent applicable to any Series of Notes,
Proposed or Temporary Regulations.

          "Beneficial Owner" means, with respect to a Book-Entry Note, the
Person who is the beneficial owner of such Book-Entry Note, as may be
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

          "Book-Entry Notes" means beneficial interests in the Investor
Notes, ownership and transfers of which shall be evidenced or made through
book entries by a Clearing Agency as described in Section 2.10 of the Base
Indenture; provided that after the occurrence of a condition whereupon
book-entry registration and transfer are no longer permitted and Definitive
Notes are issued to the Beneficial Owners, such Definitive Notes shall
replace Book-Entry Notes.

          "Business Day" means any day other than a Saturday, Sunday or other
day on which banks are authorized or required by law to be closed in New
York, Maryland or Delaware.

          "Capitalized Cost" means, with respect to any Leased Vehicle, the
amount identified by the Servicer as the "Capitalized Cost" of such Leased
Vehicle, including, to the extent provided therein, delivery charges, taxes
and any registration or titling fees.

          "Cedel" means Cedel Bank, societe anonyme.

          "Certificated Security" means a "certificated security" within the
meaning of the applicable UCC.

          "Certificate of Title" means, with respect to any Leased Vehicle,
the certificate of title or other evidence of ownership of such Leased
Vehicle duly issued by the government department or agency in the
jurisdiction in which such Leased Vehicle is registered in accordance with
the certificate of title act or statute of the jurisdiction applicable to
such Leased Vehicle or, to the extent that a certificate of title or other
evidence of ownership has not been issued, the application (or copy thereof)
for the foregoing.

          "Charged-Off Lease" means a Lease or Consumer Lease that was or
should have been charged off by the Servicer as uncollectible in accordance

                                      -5-

<PAGE>

with the Policies or as to which a scheduled lease payment thereon is 270 or
more days past due.

          "Charged-Off Receivable" means a Fleet Receivable that was or
should have been charged off by the Servicer as uncollectible in accordance
with the Policies or which is 270 or more days past due.

          "Charge-Off Ratio" means, for any specified Settlement Date, twelve
times the quotient, expressed as a percentage, of (a) Aggregate Net Lease
Losses for the preceding Monthly Period, divided by (b) the Aggregate Lease
Balance as of the last day of the second preceding Monthly Period.

          "Chase" means The Chase Manhattan Bank, a New York banking
corporation.

          "Class" means, with respect to any Series of Notes, any one of the
classes of Notes of that Series as specified in the related Indenture
Supplement.

          "Class X 1999-1B Invested Amount" is defined in the Fleet
Receivable SUBI Supplement.

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency or a Foreign Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency or the Foreign Clearing
Agency.

          "Closed-End Lease" means a lease obligation in respect of a single
vehicle which may arise pursuant to a master lease agreement providing for
the lease of a fleet of vehicles or pursuant to a lease agreement providing
for the lease of a single vehicle that, in each case, allows the lessee
thereunder to return the vehicle subject thereto to the lessor at or prior to
lease termination and obligates the lessee thereunder to pay to the lessor at
lease termination only Incidental Lease Termination Charges.

          "Closing Date" means the Initial Closing Date or any Series Closing
Date.

          "Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time, and any successor statute
of similar import, in each case as in effect from time to time. References to
sections of the Code also refer to any successor sections.


                                      -6-

<PAGE>

          "Collateral" is defined in Section 3.1 of the Base Indenture.

          "Collection Account" is defined in Section 5.1 of the Base
Indenture.

          "Collections" means (a) all payments on the Collateral, including,
without limitation, (i) all monthly lease payments and other lease payments
on the Unit Leases, (ii) all proceeds from the sale or other disposition of
Unit Vehicles, including Recoveries, (iii) all insurance proceeds and
warranty payments with respect to Unit Vehicles, (iv) all termination
payments and Incidental Lease Termination Payments received in respect of the
Unit Leases, (v) all other payments in respect of the Unit Leases, (vi) all
payments in respect of the Fleet Receivables and payments by VMS under the
Receivable Purchase Agreement, (vii) all payments by VMS or PHH Consumer
Lease under the Asset Purchase Agreement, (viii) all payments by SPV under
the Transfer Agreement and (ix) all payments in respect of any Hedging
Instruments in the Collateral, whether such payments are in the form of cash,
checks, wire transfers or other forms of payment and (b) all amounts earned
on Permitted Investments of funds in the Collection Account and, to the
extent so specified in an Indenture Supplement, in a Series Account.

          "Common Member" means SPV, as the holder of the Common Membership
Interest.

          "Common Membership Interest" means the Common Membership Interest
issued pursuant to the LLC Agreement.

          "Consumer Lease" means an Open-End Lease or a Closed-End Lease
originated by PHH Consumer Lease, individually or on behalf of the
Origination Trust, that is in all material respects in a form attached to the
Series 1999-1 SUBI Servicing Supplement.

          "Contingent Obligation" as applied to any Person, means any direct
or indirect liability, contingent or otherwise, of that Person (a) with
respect to any indebtedness, lease, dividend, letter of credit or other obli-
gation of another if the primary purpose or intent thereof by the Person
incurring the Contingent Obligation is to provide assurance to the obligee of
such obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof or (b) under any letter of credit issued for
the account of that Person or for which that Person is otherwise liable for
reimbursement thereof.  Contingent Obligation shall include (a) the direct or
indirect guarantee, endorsement (otherwise than for collection or deposit in
the ordinary course of business), co-making, discounting with recourse or
sale with recourse by such Person of the obligation of another and (b) any
liability of such Person for the obligations of another through any agreement

                                      -7-

<PAGE>

(contingent or otherwise) (i) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment
or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), (ii) to maintain the
solvency of any balance sheet item, level of income or financial condition of
another or (iii) to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement,
if in the case of any agreement described under subclause (i) or (ii) of this
sentence the primary purpose or intent thereof is as described in the
preceding sentence. The amount of any Contingent Obligation shall be equal to
the amount of the obligation so guaranteed or otherwise supported.

          "Contractual Obligation" means, with respect to any Person, any
provision of any security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument
to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.

          "Control" means (a) with respect to a Security Entitlement, the
Indenture Trustee (i) is identified in the records of the Securities
Intermediary for such Security Entitlement as the person having such Security
Entitlement against such Security Intermediary or (ii) has obtained the
agreement, in writing, of the Securities Intermediary for such Security
Entitlement that it will comply with orders of the Indenture Trustee
regarding the transfer or redemption of such Security Entitlement without
further consent of any other person; or (b) with respect to a United States
Security Entitlement, (i) the Indenture Trustee is a participant in the book
entry system maintained by the Federal Reserve Bank that is acting as a
fiscal agent for the issuer of such United States Security Entitlement and
such Federal Reserve Bank has indicated by book entry that such United States
Securities Entitlement has been credited to the Indenture Trustee's
securities account in such book entry system or (ii) (A) the Indenture
Trustee (x) is identified in the records of the Securities Intermediary for
such United States Security Entitlement as the person having such Security
Entitlement against such Securities Intermediary or (y) has obtained the
agreement, in writing, of the Securities Intermediary for such Security
Entitlement that it will comply with orders of the Indenture Trustee
regarding the transfer or redemption of such Security Entitlement without
further consent of any other person, (B) the Securities Intermediary for such
United States Securities Entitlement is a participant in the book entry
system maintained by the Federal Reserve Bank that is acting as fiscal agent
for the issuer of such United States Securities Entitlement and (C) such
Federal Reserve Bank has indicated by book entry that such United States
Securities Entitlement has been credited to such Securities Intermediary's
securities account in such book entry system.



                                      -8-

<PAGE>

          "Contribution Agreement" means the Contribution Agreement, dated as
of the Initial Closing Date, between SPV and the Origination Trust, as
amended, modified or supplemented from time to time in accordance with its
terms.

          "Controlled Group" means, with respect to any Person, such Person,
whether or not incorporated, and any corporation, trade or business that is,
along with such Person, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in Sections 414(b) and
(c), respectively of the Code.

          "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution of
the Indenture is located at 450 West 33rd Street, 14th Floor, New York, NY
10001-2597, Att: Capital Markets Fiduciary Services - VMS Auto Lease Backed
Securitization.

          "Cost" means, with respect to any Paid-In Advance Vehicle, the
price paid for such Vehicle to the dealer, the manufacturer or a vendor, plus
delivery charges and taxes and any registration or titling fees.

          "Coupon" is defined in Section 2.1 of the Base Indenture.

          "CP Rate" means the rate on commercial paper for each day set forth
in Statistical Release H.15(519), "Selected Interest Rates" published by the
Board Of Governors of the Federal Reserve System.

          "Credit Enhancement" means, with respect to any Series of Investor
Notes, the subordination, cash collateral account, collateral interest,
letter of credit, surety bond, insurance policy, spread account, reserve
account, cross-support feature, interest rate swap, currency swap or any
other contract or agreement for the benefit of the holder of the Investor
Notes of such Series as designated in the related Indenture Supplement.

          "Custodian Agreement" means the Custodian Agreement, dated as of
the Initial Closing Date, by and among the Custodian, the Servicer and the
Origination Trust, as amended, modified or supplemented from time to time in
accordance with its terms, and any other Custodian Agreement entered into in
accordance with the terms and conditions of the Origination Trust Servicing
Agreement.

          "Custodian" means the party named as such in the Custodian
Agreement until a successor replaces it in accordance with the applicable
provisions of the Custodian Agreement and thereafter means the successor
serving thereunder.


                                      -9-

<PAGE>

          "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

          "Definitions List" means this Definitions List, as amended or
modified from time to time.

          "Definitive Notes" is defined in Section 2.10 of the Base
Indenture.

          "Delinquency Ratio" means, for any specified Settlement Date, the
quotient, expressed as a percentage, of (a) the aggregate billings with
respect to all Leases and all Fleet Receivables which were unpaid for 60 days
or more from the original due date thereof as of the last day of the
immediately preceding Monthly Period divided by (b) the sum of (i) the
aggregate billings with respect to all Leases and all Fleet Receivables which
were unpaid as of the last day of the second preceding Monthly Period and
(ii) the aggregate amount billed with respect to all Leases and all Fleet
Receivables during the immediately preceding Monthly Period.

          "Delivery" means (a) with respect to any Physical Property (that is
not either a United States Security Entitlement or a Security Entitlement),
physical delivery thereof to the Indenture Trustee or its nominee or
custodian by an effective endorsement, or registered in the name of, the
Indenture Trustee or its nominee or custodian endorsed in blank and (b) with
respect to any Uncertificated Security, the issuer thereof registers the
Indenture Trustee as the registered owner thereof or the Indenture Trustee
otherwise satisfies the requirements of Revised Article 8.

          "Depository" is defined in Section 2.10 of the Base Indenture.

          "Depository Agreement" means, with respect to a Series having Book-
Entry Notes, the agreement among the Issuer, the Indenture Trustee and the
Clearing Agency or the Foreign Clearing Agency, or as otherwise provided in
the related Indenture Supplement.

          "Deposit Date" means each Business Day on which Collections are
deposited into the Collection Account.

          "Deposit Report" is defined in Section 4.1 of the Base Indenture.

          "Determination Date" means the second Business Day prior to each
Settlement Date.

          "Dividend Rate" means, with respect to each series of Preferred
Membership Interests, the rate at which distributions of interest with
respect to such Preferred Membership Interests are made.


                                     -10-

<PAGE>

          "Dollar" and the symbol "$" mean the lawful currency of the United
States.

          "Eligible Consumer Lease" means a Consumer Lease that as of the
date allocated to the Lease SUBI Portfolio satisfied the following
eligibility criteria (or, in the case of clause (xxiii) below, satisfied the
criteria set therein as of the later of the date allocated to the Lease SUBI
Portfolio and October 28, 1999):

            (i)  it was not a Charged-Off Lease;

           (ii)  it was not an Ineligible Delinquent Lease;

          (iii)  it was an obligation of an Eligible Obligor;

           (iv)  it had an initial term of 60 months or less;

            (v)  it was denominated and payable only in Dollars in the United
     States;

           (vi)  it was originated and has been administered since origination
     in accordance with Applicable Law;

          (vii)  it was originated in accordance with the Policies;

         (viii)  it did not contravene in any material respect any Applicable
     Law and VMS or PHH Consumer Lease is not in violation in any material
     respect of any Applicable Law in connection with it;

           (ix)  it was not subject to any dispute in whole or in part or to
     any offset, counterclaim, defense, rescission, recoupment or
     subordination;

            (x)  it was the legal, valid and binding obligation of the Obligor
     thereunder, enforceable against such Obligor to pay the full amount
     thereof in accordance with its terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium
     or similar laws affecting the enforcement of creditors' rights generally
     and by general equitable principles (whether enforcement is sought by
     proceedings in equity or law);

           (xi)  the Origination Trust has only one "original" counterpart of
     such Consumer Lease and such original is held by the Custodian;

          (xii)  it is either an Open-End Lease or a Closed-End Lease;



                                     -11-

<PAGE>

         (xiii)  it is a "hell or high water" net lease under which the
     Obligor's payment obligations thereunder are absolute, unconditional and
     noncancellable and not subject to abatement or adjustment;

          (xiv)  the Obligor thereunder is required to maintain casualty
     insurance with respect to the related Leased Vehicle in accordance with
     the Policies;

           (xv)  any consents, approvals or authorizations necessary for the
     assignment and sale thereof by PHH Consumer Lease to SPV and by SPV to
     the Origination Trust have been obtained;

          (xvi)  if not originated by the Origination Trust, all right, title
     and interest in it has been validly sold by PHH Consumer Lease to SPV
     pursuant to the Asset Purchase Agreement and validly assigned by SPV to
     the Origination Trust pursuant to the Contribution Agreement;

         (xvii)  the Obligor of which has accepted the related Leased Vehicle;

        (xviii)  it provides for equal monthly depreciation payments and
     accrues a finance or other lease charge on the Net Book Value of the
     related Leased Vehicle at a floating rate at least equal to the CP Rate
     from time to time or at a fixed rate;

          (xix)  if a Closed-End Lease, the Stated Residual Value of the
     related Leased Vehicle was no greater than the ALG Residual Value
     thereof at origination;

           (xx)  if a Fixed Rate Lease, on or before the date on which such
     Fixed Rate Lease was allocated to the Lease SUBI Portfolio, the Issuer
     held any Lease Rate Cap with respect to such Fixed Rate Lease required
     to be held by the Issuer by the terms of any Indenture Supplement;

          (xxi)  if a Floating Rate Lease, the Obligor thereunder has no right
     to convert the floating rate at which the finance charges accrue
     thereunder to a fixed rate;

         (xxii)  the Leased Vehicle leased thereunder (x) is free and clear of
     all Liens (other than Permitted Liens) and (y) the Certificate of Title
     for such Leased Vehicle is registered in the name of the Origination
     Trust; and

        (xxiii)  the Certificate of Title for the Leased Vehicle leased
     thereunder indicates only a Lien in the name of (1) PHH Consumer Lease,
     in the case of a Consumer Lease originated by PHH Consumer Lease and
     assigned to the Origination Trust or a Consumer Lease originated by the
     Origination Trust prior to September 30, 1999 or (2) SPV, in the case of

                                     -12-

<PAGE>

     all other Consumer Leases (or, such a Certificate of Title has been
     applied for).

          "Eligible Deposit Account" means (a) a segregated identifiable
trust account established in the trust department of a Qualified Trust
Institution or (b) a separately identifiable deposit account established in
the deposit taking department of a Qualified Institution.

          "Eligible Lease" means either (a) a Lease that as of the date
allocated to the Lease SUBI Portfolio was an Eligible Consumer Lease or (b) a
Lease that as of the date allocated to the Lease SUBI Portfolio was under an
Eligible Master Lease and satisfied the following eligibility criteria (or,
in the case of clause (j) below satisfied the criteria set forth therein as
of the later of the date allocated to the Lease SUBI Portfolio and October
28,1999):

          (a)  it had an initial term of 144 months or less and a remaining
     term of 120 months or less;

          (b)  the Obligor of which has accepted the related Leased Vehicle;

          (c) except for any Lease that is an Additional Equipment Asset, if
     an Open-End Lease, it provides for equal monthly depreciation payments
     and, if a Closed-End Lease, it provides for monthly depreciation
     payments that over the term of the Lease reduce the Capitalized Cost of
     the related Leased Vehicle to the Stated Residual Value thereof;

          (d) if an Open-End Lease that is an Additional Equipment Asset, it
     provides for at least quarterly depreciation payments and, if a Closed-
     End Lease that is an Additional Equipment Asset, it provides for at
     least quarterly depreciation payments that over the term of the Lease
     reduce the Capitalized Cost of the related Leased Vehicle to the Stated
     Residual Value thereof;

          (e) it accrues a finance or other lease charge on the Net Book
     Value of the related Leased Vehicle at a floating rate at least equal to
     the CP Rate from time to time or at a fixed rate;

          (f)  if a Closed-End Lease, the Stated Residual Value of the
     related Leased Vehicle was no greater than the ALG Residual Value
     thereof at origination or, in the case of any Leased Vehicle the
     residual value of which is not specified in the ALG Residual Percentage
     Guide published by the Automotive Lease Guide, the estimated residual
     value of the related Leased Vehicle contained in a comparable industry
     source of equipment residual values or if such a source is not
     available, contained in a source VMS believes is reasonable;


                                     -13-

<PAGE>

          (g)  on or before the date on which such Lease was allocated to the
     Lease SUBI Portfolio, the Issuer held any Lease Rate Cap with respect to
     such Lease required to be held by the terms of the Indenture or any
     Indenture Supplement;

          (h)  if a Floating Rate Lease and the Obligor thereunder has the
     right to convert the floating rate at which the finance charges accrue
     thereunder to a fixed rate, upon conversion the fixed rate will be at
     least equal to the sum of the PHH Treasury Note Rate on the conversion
     date and 0.50%;

          (i)  the Leased Vehicle leased thereunder (x) is free and clear of
     all Liens (other than Permitted Liens) and (y) if such Leased Vehicle is
     subject to a certificate of title act or statute, the Certificate of
     Title for such Leased Vehicle is registered in the name of the
     Origination Trust; and

          (j)  (x) if the Leased Vehicle leased thereunder is subject to a
     certificate of title act or statute, the Certificate of Title for such
     Leased Vehicle indicates only a Lien in the name of (1) VMS, in the case
     of a Lease originated by VMS and assigned to the Origination Trust or a
     Lease originated by the Origination Trust prior to September 30, 1999 or
     (2) SPV, in the case of all other Leases (or, such a Certificate of
     Title has been applied for) or (y) if such Leased Vehicle is not subject
     to a certificate of title act or statute, all filings necessary to
     evidence the security interest of  (1) VMS, in the case of a Lease
     originated by VMS and assigned to the Origination Trust or (2) SPV, in
     the case of all other Leases, in such Leased Vehicle have been made in
     all appropriate jurisdictions.

          "Eligible Master Lease" will mean each Master Lease Agreement that
as of the date a Lease thereunder or Paid-In Advance Vehicle relating thereto
is allocated to the Lease SUBI satisfied the following eligibility criteria:

          (a)  it was not a Charged-Off Lease;

          (b)  it was not an Ineligible Delinquent Lease;

          (c)  it was an obligation of an Eligible Obligor;

          (d)  it was denominated and payable only in Dollars in the United
     States;

          (e)  it was originated and has been administered since origination
     in accordance with Applicable Law;

          (f)  it was originated in accordance with the Policies;

                                     -14-

<PAGE>

          (g)  it did not contravene in any material respect any Applicable
     Law and VMS is not in violation in any material respect of any
     Applicable Law in connection with it;

          (h) it was not subject to any dispute in whole or in part or to any
     offset, counterclaim, defense, rescission, recoupment or subordination;

          (i)  it was the legal, valid and binding obligation of the Obligor
     thereunder, enforceable against such Obligor to pay the full amount
     thereof in accordance with its terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium
     or similar laws affecting the enforcement of creditors' rights generally
     and by general equitable principles (whether enforcement is sought by
     proceedings in equity or law);

          (j)  the Origination Trust has only one "original" counterpart of
     such Master Lease Agreement and such original is held by the Custodian;

          (k)  it is either an Open-End Lease or a Closed-End Lease;

          (l)  it is a "hell or high water" net lease under which the
     Obligor's payment obligations thereunder are absolute, unconditional and
     noncancellable and not subject to abatement or adjustment;

          (m)  the Obligor thereunder is required to maintain casualty
     insurance or to self-insure with respect to the related Leased Vehicles
     in accordance with the Policies;

          (n)  any consents, approvals or authorizations necessary for the
     assignment and sale thereof by VMS to the Origination Trust have been
     obtained; and

















                                     -15-

<PAGE>

          (o) if not originated by the Origination Trust, all right, title
     and interest in it has been (i) validly sold to the Origination Trust by
     VMS pursuant to that certain Assignment and Assumption Agreement dated
     December 17, 1998, (ii) validly assigned to the Origination Trust by SPV
     pursuant to the Contribution Agreement or (iii), in the case of any
     Master Lease Agreement that is an Additional Equipment Asset, validly
     assigned to the Origination Trust by SPV pursuant to the Additional
     Equipment Assets Contribution Agreement and, if assigned by SPV to the
     Origination Trust, was validly sold by VMS to SPV pursuant to the Asset
     Purchase Agreement or, in the case of any Master Lease Agreement that is
     an Additional Equipment Asset, validly sold by VMS to SPV pursuant to
     the Additional Equipment Assets Assignment and Assumption Agreement.

          "Eligible Obligor" means each Obligor in respect of a Master Lease
Agreement, a Consumer Lease or a Fleet Receivable that satisfies the
following eligibility criteria:

          (a)  its billing address is located in the United States;

          (b)  it is not the United States federal government, or any
     subdivision thereof, or any agency, department or instrumentality
     thereof;

          (c)  it is not an Affiliate of ARAC; and

          (d)  it is not the subject of any voluntary or involuntary
     bankruptcy proceeding, unless, in the case of a Master Lease Agreement,
     a bankruptcy court shall have entered an order reaffirming such
     Obligor's obligations under such Master Lease Agreement.

          "Eligible Paid-In Advance Vehicle" means a Unit Paid-In Advance
Vehicle acquired at the request of an Obligor who as of the date such Paid-In
Advance Vehicle is allocated to the Lease SUBI Portfolio is party to an
Eligible Master Lease or has agreed to be bound by a Master Lease Agreement.

          "Eligible Receivables" means, as of any date of determination, each
Fleet Receivable that satisfies the following eligibility criteria:

          (a)  it is an obligation of an Eligible Obligor;

          (b) it is not a Charged-Off Receivable;

          (c) it is denominated and payable only in Dollars in the United
     States;

          (d) it and the related Fleet Service Contract do not contravene in
     any material respect any Applicable Law and VMS is not in violation in

                                     -16-

<PAGE>

     any material respect of any Applicable Law in connection with it or the
     related Fleet Service Contract;

          (e) the related Fleet Service Contract was originated in accordance
     with the Policies;

          (f) it has been billed, the goods or services giving rise to it
     have been provided and it is payable within 45 days of the billing date;

          (g)  it is an "eligible asset" within the meaning of Rule 3a-7
     promulgated under the Investment Company Act;

          (h)  it is not subject to the laws of any jurisdiction whose laws
     would prohibit the assignment and sale thereof by VMS to SPV pursuant to
     the Receivable Purchase Agreement and the contribution thereof by SPV to
     the Origination Trust pursuant to the Contribution Agreement;

          (i)  any consents, approvals or authorizations necessary for the
     assignment and sale thereof by VMS to SPV pursuant to the Receivable
     Purchase Agreement and the contribution thereof by SPV to the
     Origination Trust pursuant to the Contribution Agreement have been
     obtained with respect to such Fleet Receivable;

          (j)  all right, title and interest in it has been validly sold by
     VMS to SPV pursuant to the Receivable Purchase Agreement and validly
     assigned by SPV to the Origination Trust pursuant to the Contribution
     Agreement;

          (k)  the Origination Trust has legal and beneficial ownership
     therein free and clear of all Liens other than Permitted Liens;

          (l)  it is not subject to any dispute in whole or in part or to any
     offset, counterclaim, defense, rescission, recoupment or subordination;

          (m)  it is at all times the legal, valid and binding obligation of
     the Obligor thereon, enforceable against such Obligor to pay the full
     amount thereof in accordance with its terms, except as enforceability
     may be limited by applicable bankruptcy, insolvency, reorganization,
     moratorium or similar laws affecting the enforcement of creditors'
     rights generally and by general equitable principles (whether
     enforcement is sought by proceedings in equity or law); and

          (n) it constitutes an "account" or a "general intangible" under the
     applicable UCC.



                                     -17-

<PAGE>

          "Enhancement Provider" means, with respect to any Series, the
Person, if any, designated as such in the related Indenture Supplement.

          "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute of similar import, in each case as in
effect from time to time. References to sections of ERISA also refer to any
successor sections.

          "Euroclear" means Euroclear System.

          "Event of Default" is defined in Section 9.1 of the Base Indenture.

          "Excess Consumer Lease Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if
any, of (a) the aggregate Lease Balance of all Eligible Leases that are
Consumer Leases allocated to the Lease SUBI Portfolio as of the last day of
the Monthly Period immediately preceding the first day of such Accrual Period
over (b) an amount equal to 1.0% of the Aggregate Lease Balance as of such
date.

          "Excess Damage Charges" means the charges under a Lease due to
damage to the related Leased Vehicle over a prescribed limit.

          "Excess Fleet Receivable Amount" means, with respect to any
Settlement Date, an amount equal to the excess, if any, of (a) the aggregate
amount of Collections in respect of the Fleet Receivables received by the
Issuer during the immediately preceding Monthly Period over (b) the Class X
1999-1B Invested Amount as of the immediately preceding Settlement Date.

          "Excess High Lease Balance Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if
any, of (a) the aggregate Lease Balance of all Eligible Leases having a Lease
Balance in excess of $1,000,000 allocated to the Lease SUBI Portfolio as of
the last day of the Monthly Period immediately preceding the first day of
such Accrual Period over (b) an amount equal to 0.50% of the Aggregate Lease
Balance as of such date.

          "Excess Longer-Term Lease Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the greater of (a)
the excess, if any, of (i) the aggregate Lease Balance of all Eligible Leases
having remaining terms of longer than five years allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding the
first day of such Accrual Period over (ii) an amount equal to 15% of the
Aggregate Lease Balance as of such date and (b) the excess, if any, of (i)
the aggregate Lease Balance of all Eligible Leases having remaining terms of
longer than seven years allocated to the Lease SUBI Portfolio as of the last
day of the Monthly Period immediately preceding the first day of such Accrual

                                     -18-

<PAGE>

Period over (ii) an amount equal to 5% of the Aggregate Lease Balance as of
such date.

          "Excess Mileage Charges" means the charges under a Lease due to
mileage on the related Leased Vehicle over a prescribed limit.

          "Excess Paid-In-Advance Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the greatest of
(a) the excess, if any, of (i) the aggregate Cost of each Eligible Paid-In
Advance Vehicle allocated to the Lease SUBI Portfolio as of the last day of
the Monthly Period immediately preceding the first day of such Accrual Period
(or, if any such Eligible Paid-In Advance Vehicle was allocated to the Lease
SUBI after the last day of such Monthly Period, the Cost thereof as of the
date such Eligible Paid-In Advance Vehicle was allocated to the Lease SUBI
Portfolio) over (ii) an amount equal to 10% of the Aggregate Unit Balance as
of such date, (b) the excess, if any, of (i) the aggregate Cost of each
Eligible Paid-In Advance Vehicle allocated to the Lease SUBI Portfolio for
more than 60 days as of the last day of the Monthly Period immediately
preceding the first day of such Accrual Period over (ii) an amount equal to
2.5% of the Aggregate Unit Balance as of such date and (c) the aggregate Cost
of each Eligible Paid-In Advance Vehicle allocated to the Lease SUBI
Portfolio for more than 120 days as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period.

          "Excess Residual Value Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if
any, of (i) the Aggregate Residual Value Amount as of such date over (ii) an
amount equal to 10% of the Aggregate Unit Balance as of such date.

          "Excess State Obligor Risk Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if
any, of (a) the aggregate Lease Balance of all Eligible Leases the Obligor of
which is a state or local government or any subdivision thereof, or any
agency, department or instrumentality thereof allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding the
first day of such Accrual Period over (b) an amount equal to 3.0% of the
Aggregate Lease Balance as of such date.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          "Existing Liens" means a claim for $914,160,108.23 owing to The
Chase Manhattan Bank.

          "Expected Final Distribution Date" means, with respect to any
applicable Series of Investor Notes, the date, if any, stated in the related


                                     -19-

<PAGE>

Indenture Supplement as the date on which such Series of Investor Notes is
expected to be paid in full.

          "FDIC" means the Federal Deposit Insurance Corporation.

           "Fixed Rate Lease" means a Lease accruing finance charges at a
fixed rate per annum.

          "Fleet Receivables" means all amounts payable under the Fleet
Service Contracts, a beneficial interest in a portion of which is represented
by the Fleet Receivable SUBI Certificate.

          "Fleet Receivable SUBI" means that special unit of beneficial
interest in the Origination Trust created by the Fleet Receivable SUBI
Supplement in a pool of  Fleet Receivables acquired by SPV from VMS pursuant
to the Receivable Purchase Agreement and contributed by SPV to the
Origination Trust pursuant to the Contribution Agreement and all Origination
Trust Assets associated with the Fleet Receivables, including all right,
title and interest of SPV under the Receivables Purchase Agreement.

          "Fleet Receivable SUBI Certificate" means the Class X 1999-1B Sold
SUBI Certificate, a certificate of beneficial ownership, representing a
portion of the Fleet Receivable SUBI issued pursuant to the Fleet Receivable
SUBI Supplement.

          "Fleet Receivable SUBI Supplement" means the Sold SUBI Supplement
1999-1B to the Origination Trust Agreement, dated as of the Initial Closing
Date, among SPV, as settlor and initial beneficiary, VMS, as UTI Trustee and
Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee.

          "Fleet Service Contract" means a fleet maintenance contract, fleet
management contract, fuel card contract or any other service contract the
fees for which are billed or would be billed by VMS, together with the
Leases.

          "Floating Rate Lease" means a Lease accruing finance charges at a
floating rate per annum.

          "Foreign Clearing Agency" means Cedel and Euroclear.

          "GAAP" means the generally accepted accounting principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors and successors from time to time.

          "Gain on Sale Account" is defined in Section 5.2 of the Base
Indenture.


                                     -20-

<PAGE>

          "Global Note" is defined in Section 2.12 of the Base Indenture.

          "Governmental Authority" means the United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government.

          "Hedging Instrument" means one or more Lease Rate Caps or other
interest rate swap contracts or similar contracts entered into by, or
assigned to, the Issuer, as specified in the Base Indenture or any Indenture
Supplement, providing limited protection against interest rate risks.

          "Incidental Lease Termination Charges" means all Excess Damage
Charges, Excess Mileage Charges and any charges imposed upon the early
termination of a Lease.

          "Indebtedness", as applied to any Person, means, without
duplication, (a) all indebtedness for borrowed money, (b) that portion of
obligations with respect to any lease of any property (whether real, personal
or mixed) that is properly classified as a liability on a balance sheet in
conformity with GAAP, (c) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed
money, (d) any obligation owed for all or any part of the deferred purchase
price for property or services, which purchase price is (i) due more than six
months from the date of the incurrence of the obligation in respect thereof
or (ii) evidenced by a note or similar written instrument, (e) all
indebtedness secured by any Lien on any property or asset owned by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person, and
(f) without duplicating any of the foregoing, all Contingent Obligations of
such Person in respect of any of the foregoing.

          "Indenture" means the Base Indenture and all amendments thereof and
supplements thereto, including any Indenture Supplement.

          "Indenture Supplement" means, with respect to any Series of
Investor Notes, a supplement to the Base Indenture complying with the terms
of Section 2.2 of the Base Indenture, executed in conjunction with any
issuance of any Series of Investor Notes (or, in the case of the issuance of
Investor Notes on the Initial Closing Date, the supplement executed in
connection with the issuance of such Notes).

          "Indenture Trustee" means the party named as such in the Indenture
until a successor replaces it in accordance with the applicable provisions of
the Indenture and thereafter means the successor serving thereunder.



                                     -21-

<PAGE>

          "Independent" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Investor Notes, VMS and any Affiliate of any of the
foregoing persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
VMS or any Affiliate of any of the foregoing Persons and (c) is not connected
with the Issuer, any such other obligor, VMS or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

          "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 13.1, of the
Base Indenture made by an Independent engineer, appraiser or other expert
appointed by the Issuer and approved by the Indenture Trustee in the exercise
of reasonable care, and such opinion or certificate shall state that the
signer has read the definition of "Independent" herein and that the signer is
Independent within the meaning thereof.
the Base Indenture.

          "Independent Manager" is defined in the LLC Agreement.

          "Ineligible Delinquent Lease" means (a) a Master Lease Agreement as
to which 50% or greater of the billings to the Obligor thereof remain unpaid
for more than 60 days from the original due date or which has been declared
in default under the Policies or (b) a Consumer Lease as to which any amounts
remain unpaid for more than 60 days from the original due date or which has
been declared in default under the Policies.

          "Initial Aggregate Lease Balance" means $2,504,471,579.

          "Initial Assignment" is defined in Section 2.1 of the Transfer
Agreement.

          "Initial Closing Date" means June 30, 1999.

          "Initial Cut-off Date" means June 18, 1999.

          "Initial Invested Amount" means, with respect to any Series of
Investor Notes, the aggregate initial principal amount specified in the
related Indenture Supplement.

          "Initial Units" means, as of the Initial Closing Date, all Units
allocated to the Lease SUBI Portfolio as of the Initial Closing Date.

          "Insolvency Event" means, as to any Person:


                                     -22-

<PAGE>

          (a)(i) a court having jurisdiction in the premises shall enter a
     decree or order for relief in respect of such Person in an involuntary
     case under the Bankruptcy Code or any applicable bankruptcy, insolvency
     or other similar law now or hereafter in effect, which decree or order
     is not stayed, or any other similar relief shall be granted under any
     applicable federal or state law, (ii) an involuntary case is commenced
     against such Person under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect which remains undismissed,
     undischarged or unbonded for a period of 60 days or (iii) such Person
     shall have a decree or an order for relief entered with respect to it or
     commence a voluntary case under the Bankruptcy Code or any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect;

          (b)  such Person shall consent to the appointment of a conservator
     or receiver or liquidator in any insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings of or
     relating to all or substantially all of its property, or a decree or
     order of a court or agency or supervisory authority having jurisdiction
     in the premises for the appointment of a conservator or receiver or
     liquidator in any insolvency, readjustment of debt, marshaling of assets
     and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against such Person;
     or such Person shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable insolvency or reorganization statute, make an assignment for
     the benefit of its creditors or voluntarily suspend payment of its
     obligations.

          "Interest Period" means, with respect to any Series of Investor
Notes, the period specified in the related Indenture Supplement.

          "Invested Amount" means, with respect to each Series of Investor
Notes, the amount specified in the related Indenture Supplement.

          "Invested Percentage" means, with respect to any Series of Investor
Notes, the percentage specified in the related Indenture Supplement.

          "Investment Company Act" means the Investment Company Act of 1940,
as amended.

          "Investor Noteholder" and "Holder" means the Person in whose name
an Investor Note is registered in the Note Register.

          "Investor Notes" means any one of the promissory notes (including,
without limitation, the Bearer Notes, the Registered Notes or the Global
Notes) issued by the Issuer, executed by the Issuer and authenticated by the
Indenture Trustee substantially in the form (or forms in the case of a Series

                                     -23-

<PAGE>

of Notes with multiple Classes) of the investor note attached to the related
Indenture Supplement.

          "Issuer" means Greyhound Funding LLC, a Delaware limited liability
company.

          "Issuer Accounts" means the Collection Account and each Series
Account.

          "Issuer Assets" means all assets of the Issuer, including, among
other things, the SUBIs, the SUBI Certificates (including all rights of the
holder thereof under the Origination Trust Documents), the Units, any Hedging
Instruments, the Transfer Agreement, the Administration Agreement, the
Management Agreement and all proceeds of the foregoing.

          "Issuer General Account" is defined in the LLC Agreement.

          "Issuer Obligations" means all principal and interest, at any time
and from time to time, owing by the Issuer on the Investor Notes and all
costs, fees and expenses payable by, or obligations of, the Issuer under the
Indenture.

          "Issuer Order" and "Issuer Request" means a written order or
request signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.

          "Junior  Preferred Member" means a Person in whose name a Junior
Preferred Membership Interest is registered in the Register.

          "Junior Preferred Membership Interests" means the Junior Preferred
Membership Interests issued pursuant to the LLC Agreement.

          "Lease Balance" means, as of any date of determination, with
respect to (a) any Open-End Lease, an amount equal to the Net Book Value of
the Leased Vehicle subject to such Lease and (b) any Closed-End Lease, an
amount equal to the sum of all remaining monthly lease payments (other than
payments of finance charges and other incidental fees) due in respect of such
Leased Vehicle on or after such date; provided, however that the Lease
Balance of a Charged-Off Lease shall be zero.

          "Lease Balance Decline" means, for any Lease for any Settlement
Date, an amount equal to the sum of (a) the Lease Balance of such Lease as of
the last day of the Monthly Period preceding the Monthly Period immediately
preceding such Settlement Date less the Lease Balance of such Lease as of the
last day of the Monthly Period immediately preceding such Settlement Date
plus (b), in the case of a Closed-End Lease, the Net Book Value of the


                                     -24-

<PAGE>

related Unit Vehicle if such Unit Vehicle shall have become a Residual Value
Vehicle during the Monthly Period immediately preceding such Settlement Date.

          "Lease" means an Open-End Lease or a Closed-End Lease originated by
or on behalf of VMS, PHH Financial Services or the Origination Trust pursuant
to a Master Lease Agreement or a Consumer Lease originated by or on behalf of
VMS or the Origination Trust.

          "Leased Vehicle" means the Vehicle subject to a Lease.

          "Lease Rate Cap" means any interest rate caps that are required to
be maintained by the Issuer pursuant to the Indenture or any Indenture
Supplement.

          "Lease SUBI" means that special unit of beneficial interest in the
Origination Trust created by the Lease SUBI Supplement.

          "Lease SUBI Certificate" means the certificate of beneficial
ownership, representing beneficial ownership in the Sold Units allocated to
the Lease SUBI Portfolio issued pursuant to the Lease SUBI Supplement.

          "Lease SUBI Portfolio" or "1999-1A Sold SUBI Portfolio" means the
Origination Trust Assets that are from time to time allocated to the Lease
SUBI in accordance with the terms of the Origination Trust Documents.

          "Lease SUBI Supplement" means the Sold SUBI Supplement 1999-1A to
the Origination Trust Agreement, dated as of the Initial Closing Date, as
amended as of October 28, 1999, among SPV, as settlor and initial
beneficiary, VMS, as UTI Trustee and Servicer, and Wilmington Trust Company,
as Delaware Trustee and SUBI Trustee.

          "Lien" means, when used with respect to any Person, any interest in
any real or personal property, asset or other right held, owned or being
purchased or acquired by such Person which secures payment or performance of
any obligation, and shall include any mortgage, lien, pledge, encumbrance,
charge, retained security title of a conditional vendor or lessor, or other
security interest of any kind, whether arising under a security agreement,
mortgage, lease, deed of trust, chattel mortgage, assignment, pledge,
retention or security title, financing or similar statement, or notice or
arising as a matter of law, judicial process or otherwise.

          "LLC Agreement" means the Amended and Restated Limited Liability
Agreement of the Issuer, dated as of October 28, 1999, as amended, modified
or supplemented from time to time in accordance with its terms.

          "Lockout Period" means the period from and including the date on
which each Outstanding Series of Investor Notes shall have been declared to

                                     -25-

<PAGE>

be immediately due and payable as a result of the occurrence of an Event of
Default defined in clause (a) or (b) of Section 9.1 of the Base Indenture to
and including the date on which the principal of and interest on all Series
of Investor Notes shall have been paid in full.

          "Luxembourg Agent" is defined in Section 2.3(c) of the Base
Indenture.

          "Majority in Interest" of each Series of Investor Notes means
Noteholders of such Series holding Investor Notes evidencing more than 50% by
outstanding principal amount of each Class of Investor Notes of such Series.

          "Management Agreement" means the Management Agreement, dated as of
the Initial Closing Date, by and among the Managing Agent, the Issuer and the
Administrator, as amended, modified or supplemented from time to time in
accordance with its terms.

          "Manager" is defined in the LLC Agreement.

          "Managing Agent" means Global Securitization Services LLC or a
successor Managing Agent under the Management Agreement.

          "Master Lease Agreement" means each master lease agreement between
an Obligor and (a) VMS and assigned by VMS to the Origination Trust or
assigned by VMS to SPV and by SPV to the Origination Trust, (b) PHH Financial
Services and assigned by PHH Financial Services to VMS, by VMS to SPV and by
SPV to the Origination Trust or (c) the Origination Trust, in each case, in
all material respects in a form attached to the Series 1999-1 SUBI Servicing
Supplement.

          "Material Adverse Effect" means, with respect to any occurrence,
event or condition:

            (i) a material adverse effect on the Issuer's title to the SUBI
     Certificates or the beneficial interest in the Sold Units or Fleet
     Receivables represented thereby;

           (ii) a material adverse effect on the validity, status, perfection
     or priority of the Lien of the Indenture Trustee in the Collateral;

          (iii) a material adverse effect on the business, properties,
     financial condition or results of operations of the Issuer or the
     ability of the Issuer to perform its obligations under the Indenture;

           (iv) a material adverse effect on the business, properties,
     financial condition or results of operations of ARAC and its
     subsidiaries as a whole; or

                                     -26-

<PAGE>

            (v) a material adverse effect on the validity or enforceability of
     the Indenture or any of the other Transaction Documents.

          "Maximum Invested Amount" means, with respect to each Series of
Investor Notes, the amount, if any, specified in the related Indenture
Supplement.

          "Member" means a Preferred Member or the Common Member.

          "Membership Interest" means a Preferred Membership Interest or the
Common Membership Interest.

          "Minimum Adjusted Aggregate Unit Balance" means the sum of the
numerators used on such date to calculate the Invested Percentage with
respect to Collections for all Series of Outstanding Investor Notes on such
date.

          "Monthly Period" means, unless otherwise defined in any Indenture
Supplement, the period from and including a Period End Date (or, in the case
of the initial Monthly Period, from the Initial Cutoff Date) to but excluding
the succeeding Period End Date.

          "Monthly Residual Value Gain" means, for any Monthly Period, an
amount equal to the excess, if any, of  (a)  all Termination Proceeds for
such Monthly Period for all Unit Vehicles that became Residual Value Vehicles
during such Monthly Period and all prior Monthly Periods over (b) the
aggregate Net Book Values of all Unit Vehicles that became Residual Value
Vehicles during such Monthly Period.

          "Monthly Residual Value Loss" means, for any Monthly Period, an
amount equal to the excess, if any, of  (a) the aggregate Net Book Values of
all Unit Vehicles that became Residual Value Vehicles during such Monthly
Period over (b) all Termination Proceeds for such Monthly Period for all Unit
Vehicles that became Residual Value Vehicles during such Monthly Period and
all prior Monthly Periods.

          "Monthly Servicer Advance" means the aggregate amount of funds
advanced by the Servicer to the Issuer on any Settlement Date for deposit in
the Collection Account in respect of monthly lease payments due but not
received during the immediately preceding Monthly Period on the Sold Units
and in respect of Fleet Receivables due but not received during the
immediately preceding Monthly Period in accordance with the Series 1999-1
SUBI Servicing Supplement.

          "Monthly Servicer Advance Reimbursement Amount" means, on any
Settlement Date, the aggregate amount payable to the Servicer in
reimbursement of amounts previously advanced by the Servicer in respect of

                                     -27-

<PAGE>

delinquent monthly lease payments and delinquent Fleet Receivables pursuant
to Section 7.4 of the Series 1999-1 SUBI Servicing Supplement on such
Settlement Date.

          "Monthly Settlement Statement" means, with respect to each Series
of Outstanding Investor Notes, the settlement statement in the form attached
to the related Indenture Supplement delivered by the Issuer to the Indenture
Trustee pursuant to Section 4.4(a) of the Base Indenture.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Book Value" means, as of any date of determination during an
Accrual Period with respect to each Leased Vehicle, such Leased Vehicle's
Capitalized Cost minus the sum of (a) all monthly lease payments billed
thereunder  (other than payments of finance charges and other incidental
fees) in respect of such Leased Vehicle through such date and (b) in the case
of a Leased Vehicle subject to an Open-End Lease, all proceeds from the sale
or disposition of such Leased Vehicle received during the Monthly Period
immediately preceding the first day of such Accrual Period.

          "1999-1B Sold SUBI Portfolio" means the Origination Trust Assets
that are from time to time allocated to the Fleet Receivable SUBI in
accordance with the terms of the Origination Trust Documents.

          "Note Rate" means, with respect to any Series of Investor Notes,
the annual rate at which interest accrues on the Investor Notes of such
Series of Investor Notes (or formula on the basis of which such rate shall be
determined) as stated in the related Indenture Supplement.

          "Note Register" means the register maintained pursuant to Section
2.4(a) of the Base Indenture, providing for the registration of the Investor
Notes and transfers and exchanges thereof.

          "Obligor" means, with respect to any Lease or Fleet Receivable, the
Person or Persons obligated to make payment with respect to such Lease or
Fleet Receivable, including any guarantor thereof.

          "Officer's Certificate" means a certificate signed by an Authorized
Officer of the Issuer, SPV, the Origination Trust, the Servicer or the
Administrator, as the case may be.

          "Open-End Lease" means a lease obligation in respect of a single
vehicle which may arise pursuant to a master lease agreement providing for
the lease of a fleet of vehicles or pursuant to a lease agreement providing
for the lease of a single vehicle that, in each case, obligates the lessee
thereunder to pay the lessor at lease termination any deficit between the
sales proceeds from the sale of the vehicle subject thereto and the book

                                     -28-

<PAGE>

value thereof (other than the portion of any deficit resulting from the sales
proceeds being less than 16% of the fair market value thereof determined in
accordance with such lease).

          "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Indenture Trustee.  The counsel may be an employee of or
counsel to the Issuer, SPV, VMS, the Origination Trust, the Administrator or
the Servicer, as the case may be.

          "Origination Trust" means D.L. Peterson Trust, a statutory business
trust organized under the laws of the State of Delaware.

          "Origination Trust Agreement" means the Amended and Restated
Origination Trust Agreement, dated as of the Initial Closing Date, among SPV,
as settlor and initial beneficiary, VMS, as UTI Trustee, and Wilmington Trust
Company, as Delaware Trustee, as amended, supplemented and modified by the
Lease SUBI Supplement and the Fleet Receivable SUBI Supplement and as the
same may be further amended, supplemented or modified from time to time.

          "Origination Trust Assets" means all assets, at any time, owned by
the Origination Trust at such time.

          "Origination Trust Documents" means the Origination Trust
Agreement, including the Lease SUBI Supplement and the Fleet Receivable SUBI
Supplement, the Origination Trust Servicing Agreement, including the Series
1999-1 SUBI Servicing Supplement, the ARAC Guaranty, the Custodian Agreement,
the SUBI Certificates, the Receivable Purchase Agreement, the Asset Purchase
Agreement, the Contribution Agreement, the Additional Equipment Assets
Assignment and Assumption Agreement and the Additional Equipment Assets
Contribution Agreement.

          "Origination Trust Servicing Agreement" means the Origination Trust
Servicing Agreement, dated as of the Initial Closing Date, between the
Origination Trust and the Servicer as amended, supplemented and modified by
the Series 1999-1 SUBI Servicing Supplement and as the same may be further
amended, supplemented or modified from time to time.

          "Outstanding" has the meaning, with respect to any Series of
Investor Notes, set forth in the related Indenture Supplement.

          "Overconcentration Amount" means, as of any date of determination
during an Accrual Period, an amount equal to the greatest of (a) the
aggregate Lease Balance of the Eligible Leases to which the Obligors having
the five largest aggregate Lease Balances of Eligible Leases allocated to the
Lease SUBI Portfolio are a party as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period over (ii) an
amount equal to 15% of the Aggregate Lease Balance as of such date, (b) the

                                     -29-

<PAGE>

aggregate Lease Balance of the Eligible Leases to which the Obligors having
the ten largest aggregate Lease Balances of Eligible Leases allocated to the
Lease SUBI Portfolio are a party as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period over (ii) an
amount equal to 25% of the Aggregate Lease Balance as of such date and (c)
the excess, if any, of (i) the aggregate Lease Balance of the Eligible Leases
to which the Obligor having the largest aggregate Lease Balance of Eligible
Leases allocated to the Lease SUBI Portfolio is a party as of the last day of
the Monthly Period immediately preceding the first day of such Accrual Period
over (ii) an amount equal to 4% of the Aggregate Lease Balance as of such
date; provided, however that if the long-term debt obligations of such
Obligor are not rated at least Baa3 by Moody's as of such date, the amount in
this clause (ii) shall equal 3% of the Aggregate Lease Balance as of such
date.

          "Paid-In Advance Loss Ratio" means, for any specified Settlement
Date, the quotient, expressed as a percentage, of (a) the excess, if any, of
(i) the aggregate Cost of all Unit Paid-In Advance Vehicles that became
Rejected Paid-In Advance Vehicles during the immediately preceding Monthly
Period over (ii) all Paid-In Advance Proceeds received by the Servicer during
the preceding Monthly Period for all Unit Paid-In Advance Vehicles that
became Rejected Paid-In Advance Vehicles during such Monthly Period and all
prior Monthly Periods divided by (b) the aggregate Cost of all Unit Paid-In
Advance Vehicles that became Rejected Paid-In Advance Vehicles during the
immediately preceding Monthly Period.

          "Paid-In Advance Proceeds" means for any Rejected Paid-In Advance
Vehicle the sum of all amounts received by the Servicer upon, after or in
connection with the sale or other disposition of such Rejected Paid-In
Advance Vehicle, net of any and all out-of-pocket costs and expenses incurred
by the Servicer in connection with such sale or other disposition, and any
and all amounts received from the related Obligor in connection with such
Rejected Paid-In Advance Vehicle.

          "Paid-In Advance Vehicle" means a Vehicle acquired at the request
of an Obligor who is either a party to a Master Lease Agreement or who has
agreed to be bound by a Master Lease Agreement but not yet accepted by such
Obligor.

          "Paying Agent" means any paying agent appointed pursuant to Section
2.6 of the Base Indenture.

          "Payment Date" means, with respect to each Series of Investor
Notes, the dates set forth in the related Indenture Supplement.

          "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

                                     -30-

<PAGE>

          "Pension Plan" means any "employee pension benefit plan", as such
term is defined in ERISA, which is subject to Title IV of ERISA (other than a
"multiemployer plan", as defined in Section 4001 of ERISA) and to which any
company in the Controlled Group has liability, including any liability by
reason of having been a substantial employer within the meaning of Section
4063 of ERISA for any time within the preceding five years or by reason of
being deemed to be a contributing sponsor under Section 4069 of ERISA.

          "Period End Date" means each date set forth in Schedule X to the
Series 1999-1 SUBI Servicing Supplement, as such schedule is amended and
supplemented from time to time in accordance with the terms of the Series
1999-1 SUBI Servicing Supplement.

          "Permitted Investments" means negotiable instruments or securities,
payable in Dollars, issued by an entity organized under the laws of the
United States of America and represented by instruments in bearer or
registered or in book-entry form which evidence (excluding any security with
the "r" symbol attached to its rating):

            (i) obligations the full and timely payment of which are to be made
     by or is fully guaranteed by the United States of America other than
     financial contracts whose value depends on the values or indices of
     asset values;

           (ii) demand deposits of, time deposits in, or certificates of
     deposit issued by, any depositary institution or trust company
     incorporated under the laws of the United States of America or any state
     thereof whose short-term debt is rated P-1 or higher by Moody's and
     "A-1+" or higher by Standard & Poor's and subject to supervision and
     examination by Federal or state banking or depositary institution
     authorities; provided, however, that at the earlier of (x) the time of
     the investment and (y) the time of the contractual commitment to invest
     therein, the long-term unsecured debt obligations (other than such
     obligation whose rating is based on collateral or on the credit of a
     Person other than such institution or trust company) of such depositary
     institution or trust company shall have a credit rating from Standard &
     Poor's of not lower than "AA";

          (iii) commercial paper having, at the earlier of (x) the time of
     the investment and (y) the time of the contractual commitment to invest
     therein, a rating from Moody's of "P-1" and Standard & Poor's of "A-1+";


           (iv) bankers' acceptances issued by any depositary institution or
     trust company described in clause (ii) above;



                                     -31-

<PAGE>

            (v) investments in money market funds rated "AAAm" by Standard &
     Poor's  and "Aaa" by Moody's or otherwise approved in writing by the
     Rating Agencies;

           (vi) Eurodollar time deposits having a credit rating from Moody's
     of "P-1" and Standard & Poor's of "A-1+";

          (vii) repurchase agreements involving any of the Permitted
     Investments described in clauses (i) and (vi) above and the certificates
     of deposit described in clause (ii) above which are entered into with a
     depository institution or trust company, having a commercial paper or
     short-term certificate of deposit rating of "A-1+" by Standard & Poor's
     and P-1 by Moody's or which otherwise is approved as to
     collateralization by the Rating Agencies; and

         (viii) any other instruments or securities, if the Rating Agencies
     confirm in writing that the investment in such instruments or securities
     will not adversely affect any ratings with respect to any Series of
     Investor Notes.

          "Permitted Liens" means (i) Liens for current taxes not delinquent
or for taxes being contested in good faith and by appropriate proceedings,
and with respect to which adequate reserves have been established, and are
being maintained, in accordance with GAAP, (ii) mechanics', materialmen's,
landlords', warehousemen's and carrier's Liens, and other Liens imposed by
law, securing obligations arising in the ordinary course of business that are
not more than thirty days past due or are being contested in good faith and
by appropriate proceedings and with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP, (iii) on
the Initial Closing Date only, the Existing Liens, (iv) Liens in favor of the
Origination Trust in the Leased Vehicles, (v) Liens in favor of the Issuer
pursuant to the Transfer Agreement, (vi) Liens in favor of the Indenture
Trustee pursuant to the Indenture, and (vii) Liens in favor of an Enhancement
Provider, provided, however, that such Liens are subordinate to the Liens in
favor of the Indenture Trustee and have been consented to by the Indenture
Trustee.

          "Person" means any natural person, corporation, business trust,
joint venture, association, limited liability company, partnership, joint
stock company, corporation, trust, unincorporated organization or Government
Authority.

          "PHH Consumer Lease" means PHH PersonaLease Corporation, a Maryland
corporation.

          "PHH Financial Services" means PHH Financial Services Corporation,
a Maryland corporation.

                                     -32-

<PAGE>

          "PHH Treasury Note Rate" means, on any day between the 16th day of
the month through the 15th day of the following month, the interest rate that
is quoted in the Federal Reserve Statistical Release (H.15 Report) for two
year treasury constant maturities on the fifteenth day of that month, or the
first business day thereafter if the fifteenth day of the month falls on a
non-business day.

          "Physical Property" means banker's acceptances, commercial paper,
negotiable certificates of deposits and other obligations that constitute
"instruments" within the meaning of Section 9-105(l)(i) of the applicable UCC
and are susceptible to physical delivery and Certificated Securities.

          "Policies" means the standards, policies and procedures, including
but not limited to the credit and residual accrual policies applied by the
Servicer in originating Leases and those applied by the Servicer in its
collection and repossession activities.

          "Pool Factor" means, except with respect to any Series of Notes
issued in more than one Class, a number carried out to seven decimals
representing the ratio of the applicable Invested Amount as of such Record
Date (determined after taking into account any reduction in the Invested
Amount which will occur on the following Payment Date) to the applicable
Initial Invested Amount, and with respect to a Series of Notes having more
than one Class, as specified in the Indenture Supplement relating to such
Series.

          "Potential Amortization Event" means any occurrence or event which,
with the giving of notice, the passage of time or both, would constitute an
Amortization Event.

          "Potential Termination Event" means any occurrence or event which,
with the giving of notice, the passage of time or both, would constitute a
Termination Event.

          "Preferred Member" means a Person in whose name a Junior Preferred
Membership Interest or a Senior Preferred Membership Interest is registered
in the Register.

          "Preferred Membership Interests" means the Junior Preferred
Membership Interests or the Senior Preferred Membership Interests.

          "Principal Payment Amount" means, for any Settlement Date, the sum
of (a) the Lease Balance Declines for each Unit Lease for such Settlement
Date and (b) the aggregate Cost of all Eligible Paid-In Advance Vehicles that
became Rejected Paid-In Advance Vehicles during the immediately preceding
Monthly Period.


                                     -33-

<PAGE>

          "Principal Terms" is defined in Section 2.2 of the Base Indenture.

          "Proceeding" means any suit in equity, action or law or other
judicial or administrative proceeding.

          "Qualified Institution" means a depository institution organized
under the laws of the United States of America or any State thereof or
incorporated under the laws of a foreign jurisdiction with a branch or agency
located in the United States of America or any State thereof and subject to
supervision and examination by federal or state banking authorities which at
all times has the Required Rating and, in the case of any such institution
organized under the laws of the United States of America, whose deposits are
insured by the FDIC.

          "Qualified Trust Institution" means an institution organized under
the laws of the United States of America or any State thereof or incorporated
under the laws of a foreign jurisdiction with a branch or agency located in
the United States of America or any State thereof and subject to supervision
and examination by federal or state banking authorities which at all times
(i) is authorized under such laws to act as a trustee or in any other
fiduciary capacity, (ii) has not less than one billion dollars in assets
under fiduciary management, and (iii) has a long term deposits rating of not
less than "BBB-" by Standard & Poor's and Baa3 by Moody's.

          "Quarterly Compliance Certificate" is defined in Section 4.1(a) of
the Base Indenture.

          "Rating Agency" means, with respect to each Series of Notes, the
rating agency or agencies, if any, specified in the related Indenture
Supplement.

          "Rating Agency Condition" means, the notification in writing by the
Rating Agencies that a proposed action will not result in a reduction or
withdrawal by each such Rating Agency of the rating or credit risk assessment
of any Class of any Series of Outstanding Investor Notes rated or evaluated
by such Rating Agency or the rating or credit risk assessment of any series
of Preferred Membership Interests rated or evaluated by such Rating Agency.

          "Receivable Purchase Agreement" means the Receivable Purchase
Agreement, dated as of the Initial Closing Date, by and between SPV and VMS,
as amended, modified or supplemented from time to time in accordance with its
terms.

          "Receivable Purchase Termination Event" is defined in the
Receivable Purchase Agreement.



                                     -34-

<PAGE>

          "Record Date" means, with respect to each Series of Notes, the
dates specified in the related Indenture Supplement.

          "Recoveries" means any amounts received by the Servicer with
respect to Charged-Off Leases, including Collections received from Obligors
and liquidation proceeds of the related Leased Vehicles, net of (i) any
applicable rental receipts tax, sales and use tax, personal property tax, ad
valorem tax or any other tax or any governmental fees or charges, (ii) any
and all out-of-pocket costs and expenses incurred by the Servicer in
connection with such recovery and (iii) any amounts remitted to the related
Obligor as required by applicable law or the related Lease.

          "Register" means the register mentioned in Section 11.3 of the LLC
Agreement.

          "Registered Notes" is defined in Section 2.1 of the Base Indenture.

          "Rejected Paid-In Advance Vehicles" means, for any Monthly Period,
all Unit Paid-In Advance Vehicles which were sold or otherwise disposed of
after rejection thereof by the related Obligor during such Monthly Period.

          "Related Rights" means, with respect to any Unit, all Origination
Trust Assets to the extent such assets are associated with such Unit.

          "Repurchase Amount" means, with respect to any Series of Investor
Notes, the amount specified in the related Indenture Supplement.

          "Required Aggregate Asset Amount" means the sum of the Required
Asset Amounts with respect to all Series of Outstanding Investor Notes.

          "Required Asset Amount" means, with respect to any Series of
Investor Notes, the amount specified in the related Indenture Supplement.

          "Required Overcollateralization Amount" means, with respect to any
Series of Investor Notes, the amount specified in the related Indenture
Supplement.

          "Required Rating" means a short-term certificate of deposit rating
from Moody's of P-1 and from Standard & Poor's of "A-1" and a long-term
unsecured debt rating of not less than Aa3 by Moody's and "AA-" by Standard &
Poor's.

          "Requirements of Law" means, with respect to any Person or any of
its property, the certificate of incorporation or articles of association and
by-laws or other organizational or governing documents of such Person or any
of its property, and any law, treaty, rule or regulation, or determination of
any arbitrator or Governmental Authority, in each case applicable to or

                                     -35-

<PAGE>

binding upon such Person or any of its property or to which such Person or
any of its property is subject, whether Federal, state or local (including,
without limitation, usury laws, the Federal Truth in Lending Act and retail
installment sales acts).

          "Residual Value Loss" means, for any Unit Vehicle which became a
Residual Value Vehicle during a Monthly Period, an amount equal to (a) the
Stated Residual Value of such Unit Vehicle minus (b) all Termination Proceeds
with respect to such Unit Vehicle for such Monthly Period.

          "Residual Value Loss Ratio" means, for any specified Settlement
Date, the quotient, expressed as a percentage, of (a) the sum of the Residual
Value Losses for all Unit Vehicles that became Residual Value Vehicles during
the preceding Monthly Period minus all Termination Proceeds included in
clauses (i) and (ii) of the definition thereof for the preceding Monthly
Period for all Unit Vehicles that became Residual Value Vehicles during prior
Monthly Periods divided by (b) the sum of the Stated Residual Values for all
Unit Vehicles that became Residual Value Vehicles during the preceding
Monthly Period.

          "Residual Value Vehicles" means, for any Monthly Period, all Unit
Vehicles subject to Closed-End Leases (other than Unit Vehicles subject to
Charged-off Leases) which were sold or otherwise disposed of after
termination or expiration of the related Closed-End Lease during such Monthly
Period.

          "Responsible Officer" means, with respect to the Indenture Trustee,
any officer within the Corporate Trust Office, including any Assistant Vice
President, Vice President, any Secretary or Assistant Secretary or any other
officer of the Indenture Trustee customarily performing functions similar to
those performed by any Person who at the time shall be an above-designated
officer and having direct responsibility for administration of the Indenture
and the applicable Series Supplement and also any particular officer to whom
any corporate trust matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

          "Revised Article 8" means Revised Article 8 (1994 Version) (and
corresponding amendments to Article 9) as promulgated by the National
Conference of Commissioners on Uniform State Laws.

          "Revolving Period" means, with respect to any Series of Investor
Notes, the period specified in the related Indenture Supplement.

          "S&P" or "Standard & Poor's" means Standard & Poor's Ratings
Service, a division of The McGraw-Hill Companies, Inc.

          "Securities Act" means the Securities Act of 1933, as amended.

                                     -36-

<PAGE>

          "Securities Intermediary" means a "securities intermediary" within
the meaning of Section 8-102(a)(14) of Revised Article 8.

          "Securitization" is defined in the Origination Trust Agreement.

          "Security Entitlement" means a "security entitlement" within the
meaning of Section 8-102(a)(17) of Revised Article 8.

          "Senior Preferred Member" means a Person in whose name a Senior
Preferred Membership Interest is registered in the Register.

          "Senior Preferred Membership Interests" means the Senior Preferred
Membership Interests issued pursuant to the LLC Agreement.

          "Series" means any Series of Investor Notes, which may include
within any such Series a Class or Classes of Investor Notes subordinate to
another such Class or Classes of Investor Notes.

          "Series Gain on Sale Account Percentage" means, with respect to any
Series of Investor Notes, the percentage specified in the related Indenture
Supplement.

          "Series Account" means any account or accounts established pursuant
to an Indenture Supplement for the benefit of a Series of Notes.

          "Series Administrator Fee," with respect to any Series of Notes,
that portion of the Administrator Fee payable from Collections allocable to
such Series pursuant to the related Indenture Supplement.

          "Series Closing Date" means, with respect to any Series of Investor
Notes, the date of issuance of such Series of Investor Notes, as specified in
the related Indenture Supplement.

          "Series 1999-1 SUBI Servicing Supplement" means the Series 1999-1
Servicing Supplement to the Origination Trust Servicing Agreement, dated as
of the Initial Closing Date, between the Origination Trust, Wilmington Trust
Company, as SUBI Trustee, SPV and the Servicer, as amended from time to time.

          "Series Note Termination Date" means, with respect to any Series of
Investor Notes, the date stated in the related Indenture Supplement.

          "Series Servicing Fee," with respect to any Series of Notes, that
portion of the Servicing Fee payable from Collections allocable to such
Series pursuant to the related Indenture Supplement.


                                     -37-

<PAGE>

          "Series Servicing Fee Percentage" means, with respect to any Series
of Notes, the amount specified in the related Indenture Supplement.

          "Series Termination Date" means, with respect to any Series of
Investor Notes, the date stated in the related Indenture Supplement as the
termination date.

          "Servicer" means VMS in its capacity as servicer under the
Origination Trust Servicing Agreement.

          "Servicer Termination Event" is defined in the Origination Trust
Servicing Agreement.

          "Servicing Fee" is defined in the Origination Trust Servicing
Agreement.

          "Settlement Date" means the 7th day of each month, or if such date
is not a Business Day, the next succeeding Business Day, commencing August 9,
1999.

          "Settlement Statement" is defined in Section 4.1 of the Base
Indenture.

          "Sold Units" means, collectively, the Initial Units and the
Additional Units.

          "Special Purpose Entity" is defined in the Origination Trust
Agreement.

          "SPV" means Raven Funding LLC, a Delaware limited liability
company.

          "Stated Residual Value" means, for any Unit Vehicle subject to a
Closed-End Lease, the lesser of (a) the stated residual value of such Unit
Vehicle established at the time of origination of such Closed-End Lease in
accordance with the Policies and (b) the Net Book Value of such Unit Vehicle
as of such day.

          "SUBI Assets" is defined in the Origination Trust Agreement.

          "SUBIs" means the Fleet Receivable SUBI and the Lease SUBI.

          "SUBI Certificates" means the Fleet Receivable SUBI Certificate and
the Lease SUBI Certificate.

          "SUBI Portfolio" is defined in the Origination Trust Agreement.


                                     -38-

<PAGE>

          "Subsidiary" means, with respect to any Person (herein referred to
as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by the parent or (b)
that is, at the time any determination is being made, otherwise controlled,
by the parent or one or more subsidiaries of the parent or by the parent and
one or more subsidiaries of the parent.

          "Tax Opinion" means an opinion of counsel to be delivered in
connection with the issuance of a new Series of Investor Notes to the effect
that, for United States federal income tax purposes, (i) the issuance of such
new Series of Notes will not affect adversely the United States federal
income tax characterization of any Series of Outstanding Notes or Class
thereof that was (based upon an opinion of counsel) characterized as debt at
the time of their issuance and (ii) the Issuer will not be classified as an
association or as a publicly traded partnership taxable as a corporation for
United States federal income tax purposes.

          "Termination Event" means any of a Receivable Purchase Termination
Event or a Transfer Termination Event.

          "Termination Proceeds" means for any Residual Value Vehicle for any
Monthly Period (a) all amounts received by the Servicer during such Monthly
Period upon, after or in connection with the termination of the related Lease
including, without limitation, (i) sales proceeds with respect to such
Residual Value Vehicle, net of any and all out-of-pocket costs and expenses
incurred by the Servicer in connection with such sale or other disposition
and any amounts remitted to the related Obligor as required by applicable law
or the related Lease and (ii) any and all insurance proceeds received in
connection with the occurrence of a casualty event in respect of such
Residual Value Vehicle and (b) any and all amounts billed to the related
Obligor in connection with the termination of such Lease, including any
Incidental Lease Termination Payments.

          "Three Month Average Charge-Off Ratio" means, with respect to any
Settlement Date, the average of the Charge-Off Ratios for such Settlement
Date and the two immediately preceding Settlement Dates.

          "Three Month Average Delinquency Ratio" means, with respect to any
Settlement Date, the average of the Delinquency Ratios for such Settlement
Date and the two immediately preceding Settlement Dates.

          "Three Month Average Paid-In Advance Loss Ratio" means, with
respect to any Settlement Date, the average of the Paid-In Advance Loss


                                     -39-

<PAGE>

Ratios for such Settlement Date and the two immediately preceding Settlement
Dates.

          "Three Month Average Residual Value Loss Ratio" means, with respect
to any Settlement Date, the average of the Residual Value Loss Ratios for
such Settlement Date and the two immediately preceding Settlement Dates.

          "TIA" means the Trust Indenture Act of 1939 as in force on the date
hereof, unless otherwise specifically provided.

          "Transaction Documents" means, collectively, the Indenture, the
Investor Notes, any agreements relating to the issuance or the purchase of
any of the Investor Notes, any agreements relating to any Credit Enhancement
for any Investor Notes, the LLC Agreement, the Transfer Agreement, the
Administration Agreement, the Management Agreement and the Origination Trust
Documents.

          "Transfer Agent and Registrar" is defined in Section 2.4 of the
Base Indenture.

          "Transfer Agreement" means the Transfer Agreement, dated as of the
Initial Closing Date, as amended as of October 28, 1999, between SPV and the
Issuer, as amended, modified or supplemented from time to time in accordance
with its terms.

          "Transfer Date" means, unless otherwise specified in the related
Indenture Supplement, with respect to any Series of Notes, the Business Day
immediately prior to each Payment Date.

          "Transferred Asset Payment" is defined in Section 2.3 of the
Transfer Agreement.

          "Transferred Assets" is defined in the Transfer Agreement.

          "Transfer Termination Event" is defined in the Transfer Agreement.

          "Twelve Month Average Charge-Off Ratio" means, with respect to any
Settlement Date, the average of the Charge-Off Ratios for such Settlement
Date and the eleven immediately preceding Settlement Dates.

          "Twelve Month Average Paid-In Advance Loss Ratio" means, with
respect to any Settlement Date, the average of the Paid-In Advance Loss
Ratios for such Settlement Date and the eleven immediately preceding
Settlement Dates.

          "Twelve Month Average Residual Value Loss Ratio" means, with
respect to any Settlement Date, the average of the Residual Value Loss Ratios

                                     -40-

<PAGE>

for such Settlement Date and the eleven immediately preceding Settlement
Dates.

          "UCC" means the Uniform Commercial Code as in effect from time to
time in the applicable jurisdiction.

          "Uncertificated Security" means an "uncertificated security" within
the meaning of the applicable UCC.

          "Unit" means a Vehicle, the related Lease and the Related Rights
associated therewith or a Paid-In Advance Vehicle and the Related Rights
associated therewith.

          "Unit Leases" means the Leases allocated to the Lease SUBI
Portfolio.

          "Unit Paid-In Advance Vehicles" means the Paid-In Advance Vehicles
allocated to the Lease SUBI Portfolio.

          "Unit Repurchase Payments" means, for any Settlement Date, the sum
of (a) the aggregate amount payable by the Servicer pursuant to Section 7.15
of the Series 1999-1 SUBI Servicing Supplement on such Settlement Date and
(b) the aggregate amount payable by SPV pursuant to Section 7.4 of the
Transfer Agreement on such Settlement Date.

          "Unit Vehicle" means the Leased Vehicles and Paid-In Advance
Vehicles allocated to the Lease SUBI Portfolio.

          "United States Security Entitlement" means a "Security Entitlement"
as defined in 31 C.F.R. Section 357.2, 24 C.F.R. Section 1.2, 12 C.F.R.
Section 912.1, 12 C.F.R. Section 1511.1, 12 C.F.R. Section 615.5450 or 31
C.F.R. Section 354.1.

          "United States" or "U.S." means the United States of America, its
fifty States and the District of Columbia.

          "U.S. Government Obligations" means direct obligations of the
United States of America, or any agency or instrumentality thereof for the
payment of which the full faith and credit of the United States of America is
pledged as to full and timely payment of such obligations.

          "UTI" is defined in the Origination Trust Agreement.

          "UTI Assets" is defined in the Origination Trust Agreement.

          "Vehicle" means an automobile, a truck, a truck chassis, a truck
body, a truck tractor, a truck trailer or another type of motorized vehicle

                                     -41-

<PAGE>

or equipment, together with any and all accessories, additions and parts from
time to time in or to any of the foregoing and all accessions thereto.

          "VMS" means PHH Vehicle Management Services LLC or any predecessor
in interest thereto (including, without limitation, PHH Fleet America
Corporation and Peterson, Howell & Heather, Inc.).

          "written" or "in writing" means any form of written communication,
including, without limitation, by means of telex, telecopier device,
telegraph or cable.






































                                     -42-
                                                              Exhibit 4.1




                          GREYHOUND FUNDING LLC,
                                as Issuer


                                   and


                        THE CHASE MANHATTAN BANK,
                           as Indenture Trustee




                      ______________________________



                              BASE INDENTURE

                        Dated as of June 30, 1999


                      ______________________________



                            Asset Backed Notes
                        (Each Issuable in Series)

<PAGE>

                            TABLE OF CONTENTS

                                                                      Page

ARTICLE 1.

         DEFINITIONS AND INCORPORATION BY REFERENCE  . . . . . . . . .   1
         Section 1.1.  Definitions   . . . . . . . . . . . . . . . . .   1
         Section 1.2.  Cross-References  . . . . . . . . . . . . . . .   1
         Section 1.3.  Accounting and Financial Determinations;
                         No Duplication  . . . . . . . . . . . . . . .   1
         Section 1.4.  Rules of Construction   . . . . . . . . . . . .   2

ARTICLE 2.

         THE INVESTOR NOTES  . . . . . . . . . . . . . . . . . . . . .   2
         Section 2.1.  Designation and Terms of Investor Notes   . . .   2
         Section 2.2.  Investor Notes Issuable in Series   . . . . . .   3
         Section 2.3.  Execution and Authentication  . . . . . . . . .   5
         Section 2.4.  Registration of Transfer and Exchange of
                         Notes   . . . . . . . . . . . . . . . . . . .   7
         Section 2.5.  Mutilated, Destroyed, Lost or Stolen Notes  . .   9
         Section 2.6.  Appointment of Paying Agent   . . . . . . . . .  10
         Section 2.7.  Persons Deemed Owners   . . . . . . . . . . . .  12
         Section 2.8.  Investor Noteholder List  . . . . . . . . . . .  12
         Section 2.9.  Treasury Notes  . . . . . . . . . . . . . . . .  13
         Section 2.10. Book-Entry Notes  . . . . . . . . . . . . . . .  13
         Section 2.11. Definitive Notes  . . . . . . . . . . . . . . .  15
         Section 2.12. Global Note . . . . . . . . . . . . . . . . . .  15
         Section 2.13. Principal and Interest  . . . . . . . . . . . .  16
         Section 2.14. Tax Treatment . . . . . . . . . . . . . . . . .  16

ARTICLE 3.

         SECURITY . . . . . . . .. . . . . . . . . . . . . . . . . . .  17
         Section 3.1.  Grant of Security Interest  . . . . . . . . . .  17
         Section 3.2.  Transaction Documents   . . . . . . . . . . . .  19
         Section 3.3.  Release of Issuer Assets  . . . . . . . . . . .  19
         Section 3.4.  Opinions of Counsel   . . . . . . . . . . . . .  20
         Section 3.5.  Stamp, Other Similar Taxes and Filing Fees  . .  20

ARTICLE 4.

         REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 4.1.  Servicer Reports  . . . . . . . . . . . . . . .  20
         Section 4.2.  Communication to Investor Noteholders   . . . .  22
         Section 4.3.  Rule 144A Information   . . . . . . . . . . . .  22
         Section 4.4.  Reports by the Issuer   . . . . . . . . . . . .  22
         Section 4.5.  Reports by the Indenture Trustee  . . . . . . .  23


                                   -i-

<PAGE>

ARTICLE 5.

         ALLOCATION AND APPLICATION OF COLLECTIONS  . . . . . . . . . .  23
         Section 5.1.   Collection Account  . . . . . . . . . . . . . .  23
         Section 5.2.   Gain on Sale Account  . . . . . . . . . . . . .  24
         Section 5.3.   Collection of Money   . . . . . . . . . . . . .  26
         Section 5.4.   Collections and Allocations   . . . . . . . . .  26

ARTICLE 6.

         DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  27
         Section 6.1.   Distributions in General  . . . . . . . . . . .  27
         Section 6.2.   Optional Repurchase of Investor Notes   . . . .  28

ARTICLE 7.

         REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . .  28
         Section 7.1.   Existence and Power   . . . . . . . . . . . . .  29
         Section 7.2.   Governmental Authorization  . . . . . . . . . .  29
         Section 7.3.   Binding Effect  . . . . . . . . . . . . . . . .  29
         Section 7.4.   Financial Information; Financial Condition  . .  29
         Section 7.5.   Litigation  . . . . . . . . . . . . . . . . . .  30
         Section 7.6.   No ERISA Plan   . . . . . . . . . . . . . . . .  30
         Section 7.7.   Tax Filings and Expenses  . . . . . . . . . . .  30
         Section 7.8.   Disclosure  . . . . . . . . . . . . . . . . . .  30
         Section 7.9.   Investment Company Act  . . . . . . . . . . . .  30
         Section 7.10.  Regulations T, U and X. . . . . . . . . . . . .  31
         Section 7.11.  No Consent. . . . . . . . . . . . . . . . . . .  31
         Section 7.12.  Solvency. . . . . . . . . . . . . . . . . . . .  31
         Section 7.13.  Security Interests. . . . . . . . . . . . . . .  31
         Section 7.14.  Binding Effect of Certain Agreements. . . . . .  32
         Section 7.15.  Non-Existence of Other Agreements . . . . . . .  32
         Section 7.16.  Compliance with Contractual Obligations
                         and Laws . . . . . . . . . . . . . . . . . . .  32
         Section 7.17.  Other Representations . . . . . . . . . . . . .  33

ARTICLE 8.

         COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 8.1.   Payment of Investor Notes   . . . . . . . . . .  33
         Section 8.2.   Maintenance of Office or Agency   . . . . . . .  33
         Section 8.3.   Payment of Obligations  . . . . . . . . . . . .  33
         Section 8.4.   Conduct of Business and Maintenance of
                         Existence. . . . . . . . . . . . . . . . . . .  34
         Section 8.5.   Compliance with Laws  . . . . . . . . . . . . .  34
         Section 8.6.   Inspection of Property, Books and Records   . .  34
         Section 8.7.   Compliance with Transaction Documents;
                         Issuer Assets. . . . . . . . . . . . . . . . .  34
         Section 8.8.   Notice of Defaults  . . . . . . . . . . . . . .  35
         Section 8.9.   Notice of Material Proceedings  . . . . . . . .  36
         Section 8.10.  Further Requests  . . . . . . . . . . . . . . .  36
         Section 8.11.  Protection of Issuer Assets . . . . . . . . . .  36
         Section 8.12.  Annual Opinion of Counsel . . . . . . . . . . .  36
         Section 8.13.  Liens . . . . . . . . . . . . . . . . . . . . .  37
         Section 8.14.  Other Indebtedness  . . . . . . . . . . . . . .  37
         Section 8.15.  Mergers . . . . . . . . . . . . . . . . . . . .  37

                                   -ii-

<PAGE>

         Section 8.16.  Sales of Issuer Assets  . . . . . . . . . . .  37
         Section 8.17.  Acquisition of Assets . . . . . . . . . . . .  37
         Section 8.18.  Distributions.  . . . . . . . . . . . . . . .  37
         Section 8.19.  Name; Principal Office  . . . . . . . . . . .  38
         Section 8.20.  Organizational Documents  . . . . . . . . . .  38
         Section 8.21.  Investments . . . . . . . . . . . . . . . . .  38
         Section 8.22.  No Other Agreements . . . . . . . . . . . . .  38
         Section 8.23.  Other Business  . . . . . . . . . . . . . . .  38
         Section 8.24.  Maintenance of Separate Existence . . . . . .  39
         Section 8.25.  Use of Proceeds of Investor Notes . . . . . .  41
         Section 8.26.  No ERISA Plan . . . . . . . . . . . . . . . .  41

ARTICLE 9.

         REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 9.1.   Events of Default   . . . . . . . . . . . . .  41
         Section 9.2.   Acceleration of Maturity; Rescission and
                         Annulment  . . . . . . . . . . . . . . . . .  42
         Section 9.3.   Collection of Indebtedness and Suits for
                         Enforcement by the Indenture Trustee . . . .  43
         Section 9.4.   Remedies; Priorities  . . . . . . . . . . . .  45
         Section 9.5.   Optional Preservation of the Issuer Assets  .  47
         Section 9.6.   Performance and Enforcement of Certain
                         Obligations  . . . . . . . . . . . . . . . .  47
         Section 9.7.   Limitation on Suits   . . . . . . . . . . . .  48
         Section 9.8.   Unconditional Rights of Investor Noteholders
                         to Receive Principal and Interest  . . . . .  49
         Section 9.9.   Restoration of Rights and Remedies  . . . . .  49
         Section 9.10.  Rights and Remedies Cumulative  . . . . . . .  49
         Section 9.11.  Delay or Omission Not a Waiver  . . . . . . .  49
         Section 9.12.  Control by Investor Noteholders . . . . . . .  50
         Section 9.13.  Waiver of Past Defaults . . . . . . . . . . .  51
         Section 9.14.  Undertaking for Costs . . . . . . . . . . . .  51
         Section 9.15.  Waiver of Stay or Extension Laws  . . . . . .  51
         Section 9.16.  Action on Investor Notes  . . . . . . . . . .  52

ARTICLE 10.

         THE INDENTURE TRUSTEE. . . . . . . . . . . . . . . . . . . .  52
         Section 10.1.  Duties of the Indenture Trustee . . . . . . .  52
         Section 10.2.  Rights of the Indenture Trustee . . . . . . .  54
         Section 10.3.  Indenture Trustee's Disclaimer  . . . . . . .  55
         Section 10.4.  Indenture Trustee May Own Investor Notes  . .  56
         Section 10.5.  Notice of Defaults  . . . . . . . . . . . . .  56
         Section 10.6.  Compensation  . . . . . . . . . . . . . . . .  56
         Section 10.7.  Eligibility Requirements for Indenture
                         Trustee. . . . . . . . . . . . . . . . . . .  57
         Section 10.8.  Resignation or Removal of Indenture
                         Trustee. . . . . . . . . . . . . . . . . . .  57
         Section 10.9.  Successor Indenture Trustee by Merger . . . .  58
         Section 10.10. Appointment of Co-Indenture Trustee or
                         Separate Indenture Trustee . . . . . . . . .  59

                                  -iii-

<PAGE>

         Section 10.11.  Representations and Warranties of
                          Indenture Trustee . . . . . . . . . . . . . .  61
         Section 10.12.  Preferential Collection of Claims
                          Against the Issuer. . . . . . . . . . . . . .  61

ARTICLE 11.

         DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . .  62
         Section 11.1.  Termination of the Issuer's Obligations . . . .  62
         Section 11.2.  Application of Trust Money. . . . . . . . . . .  63
         Section 11.3.  Repayment to the Issuer . . . . . . . . . . . .  63

ARTICLE 12.

         AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         Section 12.1.  Without Consent of the Investor
                         Noteholders. . . . . . . . . . . . . . . . . .  63
         Section 12.2.  With Consent of the Investor Noteholders. . . .  65
         Section 12.3.  Indenture Supplements . . . . . . . . . . . . .  66
         Section 12.4.  Revocation and Effect of Consents . . . . . . .  66
         Section 12.5.  Notation on or Exchange of Investor Notes . . .  66
         Section 12.6.  The Indenture Trustee to Sign Amendments,
                         etc. . . . . . . . . . . . . . . . . . . . . .  67
         Section 12.7.  Conformity with Trust Indenture Act . . . . . .  67

ARTICLE 13.

         MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . .  67
         Section 13.1.  Compliance Certificates and Opinions. . . . . .  67
         Section 13.2.  Forms of Documents Delivered to Indenture
                         Trustee. . . . . . . . . . . . . . . . . . . .  69
         Section 13.3.  Actions of Noteholders. . . . . . . . . . . . .  70
         Section 13.4.  Notices . . . . . . . . . . . . . . . . . . . .  70
         Section 13.5.  Conflict with TIA . . . . . . . . . . . . . . .  72
         Section 13.6.  Rules by the Indenture Trustee. . . . . . . . .  72
         Section 13.7.  Duplicate Originals . . . . . . . . . . . . . .  73
         Section 13.8.  Benefits of Indenture . . . . . . . . . . . . .  73
         Section 13.9.  Payment on Business Day . . . . . . . . . . . .  73
         Section 13.10.  Governing Law. . . . . . . . . . . . . . . . .  73
         Section 13.11.  Severability of Provisions . . . . . . . . . .  73
         Section 13.12.  Counterparts . . . . . . . . . . . . . . . . .  73
         Section 13.13.  Successors . . . . . . . . . . . . . . . . . .  73
         Section 13.14.  Table of Contents, Headings, etc.  . . . . . .  74
         Section 13.15.  Recording of Indenture . . . . . . . . . . . .  74
         Section 13.16.  No Petition  . . . . . . . . . . . . . . . . .  74
         Section 13.17.  SUBIs  . . . . . . . . . . . . . . . . . . . .  74







                                   -iv-

<PAGE>

                 BASE INDENTURE, dated as of June 30, 1999, between
GREYHOUND FUNDING LLC, a special purpose limited liability company
established under the laws of Delaware, as issuer (the "Issuer"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (in such
capacity, the "Indenture Trustee").

                           W I T N E S S E T H:

                 WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to
time of one or more series of Notes from time to time, issuable as
provided in this Indenture;

                 WHEREAS, all things necessary to make this Indenture a
legal, valid and binding agreement of the Issuer, in accordance with its
terms, have been done, and the Issuer proposes to do all the things
necessary to make the Investor Notes, when executed by the Issuer and
authenticated and delivered by the Indenture Trustee hereunder and duly
issued by the Issuer, the legal, valid and binding obligations of the
Issuer as hereinafter provided;

                 NOW, THEREFORE, for and in consideration of the premises
and the receipt of the Investor Notes by the Investor Noteholders, it is
mutually covenanted and agreed, for the equal and proportionate benefit
of all Investor Noteholders as follows:


                                ARTICLE 1.

                DEFINITIONS AND INCORPORATION BY REFERENCE

                 Section 1.1.  Definitions.

                 Certain capitalized terms used herein (including the
preamble and the recitals hereto) shall have the meanings assigned to
such terms in the Definitions List attached hereto as Schedule 1 (the
"Definitions List"), as such Definitions List may be amended or modified
from time to time in accordance with the provisions hereof.

                 Section 1.2.  Cross-References.

                 Unless otherwise specified, references in this Indenture
and in each other Transaction Document to any Article or Section are
references to such Article or Section of this Indenture or such other
Transaction Document, as the case may be and, unless otherwise specified,
references in any Article, Section or definition to any clause are
references to such clause of such Article, Section or definition.

                 Section 1.3.  Accounting and Financial Determinations;
No Duplication.

                 Where the character or amount of any asset or liability
or item of income or expense is required to be determined, or any

                                   -1-

<PAGE>

accounting computation is required to be made, for the purpose of this
Indenture, such determination or calculation shall be made, to the extent
applicable and except as otherwise specified in this Indenture, in
accordance with GAAP.  When used herein, the term "financial statement"
shall include the notes and schedules thereto.  All accounting
determinations and computations hereunder or under any other Transaction
Documents shall be made without duplication.

                 Section 1.4.  Rules of Construction.

                 In this Indenture, unless the context otherwise
requires:

                               (i)   the singular includes the plural
         and vice versa;

                              (ii)   reference to any Person includes
         such Person's successors and assigns but, if applicable,
         only if such successors and assigns are permitted by this
         Indenture, and reference to any Person in a particular capacity
         only refers to such Person in such capacity;

                             (iii)   reference to any gender includes
         the other gender;

                              (iv)   reference to any Requirement of
         Law means such Requirement of Law as amended, modified, codified
         or reenacted, in whole or in part, and in effect from time to
         time;

                               (v)   "including" (and with correlative
         meaning "include") means including without limiting the
         generality of any description preceding such term; and

                              (vi)   with respect to the determination
         of any period of time, "from" means "from and including"
         and "to" means "to but excluding".


                                ARTICLE 2.

                            THE INVESTOR NOTES

                 Section 2.1.  Designation and Terms of Investor Notes.

                 Each Series of Investor Notes and any Class thereof may
be issued in bearer form (the "Bearer Notes") with attached interest
coupons and a special coupon (collectively, the "Coupons") or in fully
registered form (the "Registered Notes"), and, in each case,
substantially in the form specified in the applicable Indenture
Supplement, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted hereby or by the
related Indenture Supplement  and may have such letters, numbers or other

                                   -2-

<PAGE>

marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined to be appropriate by the
Authorized Officers executing such Investor Notes, as evidenced by their
execution of the Investor Notes. All Investor Notes of any Series shall,
except as specified in the related Indenture Supplement, be equally and
ratably entitled as provided herein to the benefits hereof without
preference, priority or distinction on account of the actual time or
times of authentication and delivery, all in accordance with the terms
and provisions of this Indenture and the applicable Indenture Supplement.
The aggregate principal amount of Investor Notes which may be
authenticated and delivered under this Indenture is unlimited.  The
Investor Notes shall be issued in the denominations set forth in the
related Indenture Supplement.

                 Section 2.2.  Investor Notes Issuable in Series.

                 (a)  The Investor Notes may be issued in one or more
Series.  Each Series of Investor Notes shall be created by an Indenture
Supplement.

                 (b)      Investor Notes of a new Series may from time to
time be executed by the Issuer and delivered to the Indenture Trustee for
authentication and thereupon the same shall be authenticated and
delivered by the Indenture Trustee upon the receipt of an Issuer Request
at least three (3) Business Days (or such shorter time as is acceptable
to the Indenture Trustee) in advance of the related Series Closing Date
and upon delivery by the Issuer to the Indenture Trustee, and receipt by
the Indenture Trustee, of the following:

                 (i)   an Issuer Order authorizing and directing the
         authentication and delivery of the Investor Notes of such new
         Series by the Indenture Trustee and specifying the designation
         of such new Series, the Initial Invested Amount (or the method
         for calculating such Initial Invested Amount) and the Note Rate
         (or the method for allocating interest payments or other cash
         flows to such Series), if any, with respect to such Series;

                 (ii)  an Indenture Supplement satisfying the criteria set
         forth in Section 2.2(c) executed by the Issuer and specifying
         the Principal Terms of such Series;

                 (iii) a Tax Opinion;

                 (iv)  written confirmation from each Rating Agency that
         the Rating Agency Condition shall have been satisfied with
         respect to such issuance;

                 (v)   an Officer's Certificate of the Issuer, that on the
         Series Closing Date after giving effect to the issuance of such
         new Series, (i) neither an Amortization Event nor a Potential
         Amortization Event with respect to any Series of Investor Notes
         nor an Asset  Deficiency is continuing or will occur, (ii) the
         issuance of the new Series of Investor Notes will not result in

                                   -3-

<PAGE>

         any breach of any of the terms, conditions or provisions of or
         constitute a default under any indenture, mortgage, deed of
         trust or other agreement or instrument to which the Issuer is a
         party or by which it or its property is bound or any order of
         any court or administrative agency entered in any suit, action
         or other judicial or administrative proceeding to which the
         Issuer is a party or by which it or its property may be bound or
         to which it or its property may be subject and (iii) all
         conditions precedent provided in this Base Indenture and the
         related Indenture Supplement with respect to the authentication
         and delivery of the new Series of Investor Notes have been
         complied with; and

                 (vi)   such other documents, instruments, certifications,
         agreements or other items as the Indenture Trustee may
         reasonably require.

                 (c)      In conjunction with the issuance of a new
Series of Investor Notes, the parties hereto shall execute an Indenture
Supplement, which shall specify the relevant terms with respect to any
newly issued Series of Investor Notes, which may include without
limitation:

                 (i)    its name or designation;

                 (ii)   an Initial Invested Amount or the method
         of calculating the Initial Invested Amount;

                 (iii)  the Note Rate (or formula for the determination
         thereof);

                 (iv)   the Series Closing Date;

                 (v)    each Rating Agency rating such Series;

                 (vi)   the name of the Clearing Agency or Foreign Clearing
         Agency, if any;

                 (vii)  the interest payment date or dates and the date or
         dates from which interest shall accrue;

                 (viii) the method of allocating Collections with respect
         to such Series;

                 (ix)   the method by which the principal amount of
         Investor Notes of such Series shall amortize or accrete;

                 (x)    the names of any Series Accounts to be used by such
         Series and the terms governing the operation of any such
         accounts and use of moneys therein;

                 (xi)   the Series Servicing Fee and the Series Servicing
         Fee Percentage;

                                   -4-

<PAGE>

                 (xii)  the terms on which the Investor Notes of such
         Series may be redeemed, repurchased or remarketed to other
         investors;

                 (xiii) any deposit into any Series Account;

                 (xiv)  the number of Classes of such Series, and if more
         than one Class, the rights and priorities of each such Class;

                 (xv)   the priority of any Series with respect to any
         other Series;

                 (xvi)  the Lease Rate Caps required to be maintained
         with respect to such Series; and

                 (xvii) any other relevant terms of such Series
         (including whether or not such Series will be pledged as
         collateral for an issuance of any other securities, including
         commercial paper) (all such terms, the "Principal Terms" of such
         Series).

The terms of such Indenture Supplement may modify or amend the terms of
this Indenture solely as applied to such new Series.  If on the date of
the issuance of such Series there is issued and outstanding one or more
Series of Investor Notes and no Series of Investor Notes is currently
rated by a Rating Agency, then as a condition to such issuance a
nationally recognized investment banking firm or commercial bank shall
also deliver to the Indenture Trustee a certificate of an officer thereof
stating, in substance, that, to the best of such officer's knowledge and
belief, the issuance of such new Series of Investor Notes will not have a
material adverse effect on the timing or distribution of payments to such
other Series of Investor Notes then issued and outstanding.

                 (d)      The Issuer may direct the Indenture Trustee to
deposit all or a portion of the net proceeds from the issuance of any new
Series of Investor Notes into a Series Account for another Series of
Investor Notes and may specify that the proceeds from the sale of such
new Series of Investor Notes may be used to reduce the Invested Amount of
another Series of Investor Notes.

                 Section 2.3.  Execution and Authentication.

                 (a)      The Investor Notes shall, upon issue pursuant
to Section 2.2, be executed on behalf of the Issuer by an Authorized
Officer and delivered by the Issuer to the Indenture Trustee for
authentication and redelivery as provided herein.  If an Authorized
Officer whose signature is on an Investor Note no longer holds that
office at the time the Investor Note is authenticated, the Investor Note
shall nevertheless be valid.

                 (b)      At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Investor
Notes of any particular Series executed by the Issuer to the Indenture

                                   -5-

<PAGE>

Trustee for authentication, together with one or more Issuer Orders for
the authentication and delivery of such Investor Notes, and the Indenture
Trustee, in accordance with such Issuer Order and this Indenture, shall
authenticate and deliver such Investor Notes.  If specified in the
related Indenture Supplement for any Series of Investor Notes, the
Indenture Trustee shall authenticate and deliver outside the United
States the Global Note that is issued upon original issuance thereof,
upon receipt of an Issuer Order, to the Depository against payment of the
purchase price therefor.  If specified in the related Indenture
Supplement for any Series of Investor Notes, the Indenture Trustee shall
authenticate Book-Entry Notes that are issued upon original issuance
thereof, upon receipt of an Issuer Order, to a Clearing Agency, a Foreign
Clearing Agency or its nominee as provided in Section 2.10 against
payment of the purchase price thereof.

                 (c)      No Investor Note shall be entitled to any
benefit under this Indenture or be valid for any purpose unless there
appears on such Investor Note a certificate of authentication
substantially in the form provided for herein, duly executed by the
Indenture Trustee by the manual signature of a Responsible Officer (and
the Luxembourg agent (the "Luxembourg Agent"), if such Investor Notes are
listed on the Luxembourg Stock Exchange).  Such signatures on such
certificate shall be conclusive evidence, and the only evidence, that the
Investor Note has been duly authenticated under this Indenture.  The
Indenture Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Investor Notes.  Unless limited by the term of
such appointment, an authenticating agent may authenticate Investor Notes
whenever the Indenture Trustee may do so.  Each reference in this
Indenture to authentication by the Indenture Trustee includes
authentication by such agent.  The Indenture Trustee's certificate of
authentication shall be in substantially the following form:

                 This is one of the Investor Notes of a series issued
under the within mentioned Indenture.

                                           THE CHASE MANHATTAN BANK, as
                                           Indenture Trustee

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

                 (d)      Each Investor Note shall be dated and issued as
of the date of its authentication by the Indenture Trustee, except Bearer
Notes which shall be dated the applicable Series Closing Date as provided
in the related Indenture Supplement.

                 (e)      Notwithstanding the foregoing, if any Investor
Note shall have been authenticated and delivered hereunder but never
issued and sold by the Issuer, and the Issuer shall deliver such Investor
Note to the Indenture Trustee for cancellation, together with a written
statement (which need not comply with Section 13.2 and need not be
accompanied by an Opinion of Counsel) stating that such Investor Note has

                                   -6-

<PAGE>

never been issued and sold by the Issuer, for all purposes of this
Indenture such Investor Note shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.

                 Section 2.4.  Registration of Transfer and Exchange of
Notes.

                 (a)      The Issuer shall cause to be kept at the office
or agency to be maintained by a transfer agent and registrar (the
"Transfer Agent and Registrar"), a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the
Transfer Agent and Registrar shall provide for the registration of the
Investor Notes of each Series (unless otherwise provided in the related
Indenture Supplement) and of transfers and exchanges of the Investor
Notes as herein provided.  Chase is hereby initially appointed Transfer
Agent and Registrar for the purposes of registering the Investor Notes
and transfers and exchanges of the Investor Notes as herein provided.  If
any form of Investor Note is issued as a Global Note, the Indenture
Trustee may, or if and so long as any Series of Investor Notes is listed
on the Luxembourg Stock Exchange and such exchange shall so require, the
Indenture Trustee shall appoint a co-transfer agent and co-registrar in
Luxembourg or another European city.  Any reference in this Indenture to
the Transfer Agent and Registrar shall include any co-transfer agent and
co-registrar unless the context otherwise requires.  Chase shall be
permitted to resign as Transfer Agent and Registrar upon 30 days' written
notice to the Indenture Trustee; provided, however, that such resignation
shall not be effective and Chase shall continue to perform its duties as
Transfer Agent and Registrar until the Indenture Trustee has appointed a
successor Transfer Agent and Registrar with the consent of the Issuer.

                 If a Person other than the Indenture Trustee is
appointed by the Issuer as the Transfer Agent and Registrar, the Issuer
will give the Indenture Trustee prompt written notice of the appointment
of such Transfer Agent and Registrar and of the location, and any change
in the location, of the Transfer Agent and Register, and the Indenture
Trustee shall have the right to inspect the Transfer Agent and Register
at all reasonable times and to obtain copies thereof.

                 An institution succeeding to the corporate agency
business of the Transfer Agent and Registrar shall continue to be the
Transfer Agent and Registrar without the execution or filing of any paper
or any further act on the part of the Indenture Trustee or such Transfer
Agent and Registrar.

                 The Transfer Agent and Registrar shall maintain in The
City of New York (and, if so specified in the related Indenture
Supplement for any Series of Notes, any other city designated in such
Indenture Supplement) an office or offices or agency or agencies where
Investor Notes may be surrendered for registration of transfer or
exchange.  The Transfer Agent and Registrar initially designates its
corporate trust office located at 450 West 33rd Street, New York, New
York 10001-2697 as its office for such purposes.  The Transfer Agent and

                                   -7-

<PAGE>

Registrar shall give prompt written notice to the Indenture Trustee, the
Issuer and to the Investor Noteholders of any change in the location of
such office or agency.

                 Upon surrender for registration of transfer of any
Investor Note at the office or agency of the Transfer Agent and
Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of
the UCC are met, the Issuer shall execute and after the Issuer has
executed, the Indenture Trustee shall authenticate and (if the Transfer
Agent and Registrar is different than the Indenture Trustee, then the
Transfer Agent and Registrar shall) deliver to the Investor Noteholder,
in the name of the designated transferee or transferees, one or more new
Investor Notes, in any authorized denominations, of the same Class and a
like aggregate principal amount; provided, however that the provisions of
this paragraph shall not apply to Bearer Notes.

                 At the option of any Holder of Registered Notes,
Registered Notes may be exchanged for other Registered Notes of the same
Series in authorized denominations of like aggregate principal amount,
upon surrender of the Registered Notes to be exchanged at any office or
agency of the Transfer Agent and Registrar maintained for such purpose.
At the option of any holder of  Bearer Notes, subject to applicable laws
and regulations (including without limitation, the Bearer Rules), Bearer
Notes may be exchanged for other Bearer Notes or Registered Notes of the
same Series in authorized denominations of like aggregate principal
amount, in the manner specified in the Indenture Supplement for such
Series, upon surrender of the Bearer Notes to be exchanged at an office
or agency of the Transfer Agent and Registrar located outside the United
States.  Each Bearer Note surrendered pursuant to this Section 2.4 shall
have attached thereto (or be accompanied by) all unmatured Coupons,
provided that any Bearer Note so surrendered after the close of business
on the Record Date preceding the relevant Payment Date need not have
attached the Coupons relating to such Payment Date.

                 Whenever any Investor Notes of any Series are so
surrendered for exchange, if the requirements of Section 8-401(a) of the
UCC are met, the Issuer shall execute and after the Issuer has executed,
the Indenture Trustee shall authenticate and (if the Transfer Agent and
Registrar is different than the Indenture Trustee, then the Transfer
Agent and Registrar shall) deliver to the Investor Noteholder, the
Investor Notes which the Investor Noteholder making the exchange is
entitled to receive.

                 All Investor Notes issued upon any registration of
transfer or exchange of the Investor Notes shall be the valid obligations
of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Investor Notes surrendered upon
such registration of transfer or exchange.

                 Every Investor Note presented or surrendered for
registration of transfer or exchange shall be (i) duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to
the Indenture Trustee duly executed by, the Holder thereof or such

                                   -8-

<PAGE>

Holder's attorney duly authorized in writing, with such signature
guaranteed by a commercial bank or trust company located, or having a
correspondent located, in The City of New York or the city in which the
Corporate Trust Office is located, or by a member firm of a national
securities exchange, and (ii) accompanied by such other documents as the
Indenture Trustee may require.

                 The preceding provisions of this Section 2.4
notwithstanding, the Indenture Trustee or the Transfer Agent and
Registrar, as the case may be, shall not be required to register the
transfer of or exchange any Investor Note of any Series for a period of
15 days preceding the due date for any payment in full of the Investor
Notes of such Series.

                 Unless otherwise provided in the related Indenture
Supplement, no service charge shall be made for any registration of
transfer or exchange of Investor Notes, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer
or exchange of Investor Notes.

                 All Investor Notes (together with any Coupons attached
to Bearer Notes) surrendered for registration of transfer and exchange
shall be canceled by the Transfer Agent and Registrar and disposed of in
a manner satisfactory to the Indenture Trustee.  The Indenture Trustee
shall cancel and destroy any Global Notes upon its exchange in full for
Definitive Notes and shall deliver a certificate of destruction to the
Issuer.  Such certificate shall also state that a certificate or
certificates of each Foreign Clearing Agency was received with respect to
each portion of such Global Note exchanged for Definitive Notes in
accordance with the related Indenture Supplement.

                 The Issuer shall execute and deliver to the Indenture
Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes
and Registered Notes in such amounts and at such times as are necessary
to enable the Indenture Trustee to fulfill its responsibilities under
this Indenture and the Investor Notes.

                 (b)      Unless otherwise provided in the related
Indenture Supplement, registration of transfer of Registered Notes
containing a legend relating to the restrictions on transfer of such
Registered Notes (which legend shall be set forth in the Indenture
Supplement relating to such Investor Notes) shall be effected only if the
conditions set forth in such related Indenture Supplement are satisfied.

                 Section 2.5.  Mutilated, Destroyed, Lost or Stolen
Notes.

                 If (a) any mutilated Investor Note (together, in the
case of Bearer Notes, with all unmatured Coupons, if any, appertaining
thereto) is surrendered to the Transfer Agent and Registrar, or the
Transfer Agent and Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Investor Note and (b) there is

                                   -9-

<PAGE>

delivered to the Transfer Agent and Registrar and the Indenture Trustee
such security or indemnity as may be reasonably required by them to save
each of them harmless, then provided that the requirements of Section 8-
405 of the UCC are met, the Issuer shall execute and after the Issuer has
executed, the Indenture Trustee shall authenticate and (unless the
Transfer Agent and Registrar is different from the Indenture Trustee, in
which case the Transfer Agent and Registrar shall) deliver (in compliance
with applicable law), in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Investor Note, a new Investor Note of like
tenor and aggregate principal amount; provided, however, that if any such
destroyed, lost or stolen Investor Note, but not a mutilated Investor
Note, shall have become or within seven days shall be due and payable,
instead of issuing a replacement Investor Note, the Issuer may pay such
destroyed, lost or stolen Investor Note when so due or payable without
surrender thereof.  If, after the delivery of such replacement Investor
Note or payment of a destroyed, lost or stolen Investor Note pursuant to
the proviso to the preceding sentence, a purchaser for value of the
original Investor Note in lieu of which such replacement Investor Note
was issued presents for payment such original Investor Note, the Issuer,
the Transfer Agent and Registrar and the Indenture Trustee shall be
entitled to recover such replacement Investor Note (or such payment) from
the Person to whom it was delivered or any Person taking such replacement
Investor Note from such Person to whom such replacement Investor Note was
delivered or any assignee of such Person, except a purchaser for value,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer, the Transfer Agent and Registrar or the Indenture Trustee in
connection therewith.

                 In connection with the issuance of any new Investor Note
under this Section 2.5, the Indenture Trustee or the Transfer Agent and
Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Indenture Trustee
and the Transfer Agent and Registrar) connected therewith.  Any duplicate
Investor Note issued pursuant to this Section 2.5 shall constitute an
original contractual obligation of the Issuer whether or not the lost,
stolen or destroyed note shall be found at any time.

                 Section 2.6.  Appointment of Paying Agent.

                 (a)   The Indenture Trustee may appoint a Paying Agent
with respect to the Investor Notes.  The Indenture Trustee hereby
appoints Chase as the initial Paying Agent.  The Paying Agent shall have
the revocable power to withdraw funds and make distributions to Investor
Noteholders from the appropriate account or accounts maintained for the
benefit of Noteholders as specified in this Indenture or the related
Indenture Supplement for any Series pursuant to Article 5.  The Indenture
Trustee may revoke such power and remove the Paying Agent, if the
Indenture Trustee determines in its sole discretion that the Paying Agent
shall have failed to perform its obligations under this Indenture in any
material respect or for other good cause.  The Indenture Trustee shall
notify the Rating Agency of the removal of any Paying Agent.  If any form

                                   -10-

<PAGE>

of Investor Note is issued as a Global Note, or if and so long as any
Series of Investor Notes are listed on the Luxembourg Stock Exchange and
such exchange shall so require, the Indenture Trustee shall appoint a
co-paying agent in Luxembourg or another European city.  The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice
to the Indenture Trustee.  In the event that any Paying Agent shall no
longer be the Paying Agent, the Indenture Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company
and may be the Indenture Trustee) with the consent of the Issuer.  The
provisions of Sections 10.01, 10.02, 10.03 and 10.06 shall apply to the
Indenture Trustee also in the capacity of Paying Agent, for so long as
the Indenture Trustee shall act as Paying Agent.  Any reference in this
Indenture to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

                 (b)      The Indenture Trustee shall cause each Paying
Agent (other than itself) to execute and deliver to the Indenture Trustee
an instrument in which such Paying Agent shall agree with the Indenture
Trustee that such Paying Agent will:

                 (i)    hold all sums held by it for the payment of amounts
         due with respect to the Investor Notes in trust for the benefit
         of the Persons entitled thereto until such sums shall be paid to
         such Persons or otherwise disposed of as herein provided and pay
         such sums to such Persons as herein provided;

                 (ii)   give the Indenture Trustee notice of any default
         by the Issuer of which it has actual knowledge in the making of
         any payment required to be made with respect to the Investor
         Notes;

                 (iii)  at any time during the continuance of any such
         default, upon the written request of the Indenture Trustee,
         forthwith pay to the Indenture Trustee all sums so held in trust
         by such Paying Agent;

                  (iv)  immediately resign as a Paying Agent and
         forthwith pay to the Indenture Trustee all sums held by it in
         trust for the payment of the Investor Notes if at any time it
         ceases to meet the standards required to be met by the Paying
         Agent at the time of its appointment; and

                 (v)    comply with all requirements of the Code with
         respect to the withholding from any payments made by it on any
         Investor Notes of any applicable withholding taxes imposed
         thereon and with respect to any applicable reporting
         requirements in connection therewith.

An institution succeeding to the corporate agency business of the Paying
Agent shall continue to be the Paying Agent without the execution or
filing of any paper or any further act on the part of the Indenture
Trustee or such Paying Agent.


                                   -11-

<PAGE>

                 (c)      Subject to applicable laws with respect to
escheat of funds, any money held by the Indenture Trustee or any Paying
Agent or a Clearing Agency or a Foreign Clearing Agency in trust for the
payment of any amount due with respect to any Investor Note and remaining
unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer
Request; and the Holder of such Investor Note shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof
(but only to the extent of the amounts so paid to the Issuer), and all
liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Issuer cause to be published
once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York
City, and London and Luxembourg (if the related Series of Investor Notes
has been listed on the Luxembourg Stock Exchange), if applicable, notice
that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.  The Indenture Trustee may also adopt and employ,
at the expense of the Issuer, any other reasonable means of notification
of such repayment.

                 Section 2.7.  Persons Deemed Owners.

                 Prior to due presentation of an Investor Note for
registration of transfer, the Indenture Trustee, the Paying Agent, the
Transfer Agent and Registrar and any agent of any of them may treat the
Person in whose name any Investor Note is registered as the owner of such
Investor Note for the purpose of receiving distributions pursuant to
Article 5 (as described in any Indenture Supplement) and for all other
purposes whatsoever, and neither the Indenture Trustee, the Paying Agent,
the Transfer Agent and Registrar nor any agent of any of them shall be
affected by any notice to the contrary.

                 In the case of a Bearer Note, the Indenture Trustee, the
Paying Agent, the Transfer Agent and Registrar and any agent of any of
them may treat the holder of a Bearer Note or Coupon as the owner of such
Bearer Note or Coupon for the purpose of receiving distributions pursuant
to Article 5 and for all other purposes whatsoever, and neither the
Indenture Trustee, the Paying Agent, the Transfer Agent and Registrar nor
any agent of any of them shall be affected by any notice to the contrary.

                 Section 2.8.  Investor Noteholder List.

                 The Indenture Trustee will furnish or cause to be
furnished by the Transfer Agent and Registrar to the Issuer or the Paying
Agent, within five Business Days after receipt by the Indenture Trustee
of a request therefor from the Issuer or the Paying Agent, respectively,
in writing, a list in such form as the Issuer or the Paying Agent may
reasonably require, of the names and addresses of the Investor
Noteholders of each Series as of the most recent Record Date for payments

                                   -12-

<PAGE>

to such Investor Noteholders.  Unless otherwise provided in the related
Indenture Supplement, holders of Investor Notes of any Series in a
principal amount aggregating not less than 10% of the Investor Interest
of such Series (the "Applicants") may apply in writing to the Indenture
Trustee, and if such application states that the Applicants desire to
communicate with other Investor Noteholders of any Series with respect to
their rights under this Indenture or under the Investor Notes and is
accompanied by a copy of the communication which such Applicants propose
to transmit, then the Indenture Trustee, after having been adequately
indemnified by such Applicants for its costs and expenses, shall afford
or shall cause the Transfer Agent and Registrar to afford such Applicants
access during normal business hours to the most recent list of Investor
Noteholders held by the Indenture Trustee and shall give the Issuer
notice that such request has been made, within five Business Days after
the receipt of such application.  Such list shall be as of a date no more
than 45 days prior to the date of receipt of such Applicants' request.
Every Investor Noteholder, by receiving and holding an Investor Note,
agrees with the Indenture Trustee that neither the Indenture Trustee, the
Transfer Agent and Registrar, nor any of their respective agents shall be
held accountable by reason of the disclosure of any such information as
to the names and addresses of the Investor Noteholders hereunder,
regardless of the source from which such information was obtained.

                 The Indenture Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of
the names and addresses of Investor Noteholders of each Series of
Investor Notes.  If the Indenture Trustee is not the Registrar, the
Issuer shall 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 in such form and as of such date
as the Indenture Trustee may reasonably require of the names and
addresses of Investor Noteholders of each Series of Investor Notes.

                 Section 2.9.  Treasury Notes.

                 In determining whether the Investor Noteholders of the
required principal amount of Investor Notes have concurred in any
direction, waiver or consent, Investor Notes owned by the Issuer or any
Affiliate of the Issuer shall be considered as though they are not
Outstanding, except that for the purpose of determining whether the
Indenture Trustee shall be protected in relying on any such direction,
waiver or consent, only Investor Notes of which the Indenture Trustee has
received written notice of such ownership shall be so disregarded.
Absent written notice to the Indenture Trustee of such ownership, the
Indenture Trustee shall not be deemed to have knowledge of the identity
of the individual beneficial owners of the Investor Notes.

                 Section 2.10.  Book-Entry Notes.

                 Unless otherwise provided in any related Indenture
Supplement, the Investor Notes, upon original issuance, shall be issued
in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to the depository specified in such Indenture Supplement (the

                                   -13-

<PAGE>

"Depository") which shall be the Clearing Agency or the Foreign Clearing
Agency, by or on behalf of such Series.  The Investor Notes of each
Series shall, unless otherwise provided in the related Indenture
Supplement, initially be registered on the Note Register in the name of
the nominee of the Clearing Agency or the Foreign Clearing Agency.  No
Beneficial Owner will receive a definitive note representing such
Beneficial Owner's interest in the related Series of Investor Notes,
except as provided in Section 2.11. Unless and until definitive, fully
registered Investor Notes of any Series ("Definitive Notes") have been
issued to Beneficial Owners pursuant to Section 2.11:

                 (a)      the provisions of this Section 2.10 shall be in
         full force and effect with respect to each such Series;

                 (b)      the Issuer, the Paying Agent, the Transfer
         Agent and Registrar and the Indenture Trustee may deal with the
         Clearing Agency or the Foreign Clearing Agency and the
         applicable Clearing Agency Participants for all purposes
         (including the payment of principal of and interest on the
         Investor Notes and the giving of instructions or directions
         hereunder) as the sole Holder of the Investor Notes, and shall
         have no obligation to the Beneficial Owners;

                 (c)      to the extent that the provisions of this
         Section 2.10 conflict with any other provisions of this
         Indenture, the provisions of this Section 2.10 shall control
         with respect to each such Series; and

                 (d)      the rights of Beneficial Owners of each such
         Series shall be exercised only through the Clearing Agency or
         the Foreign Clearing Agency and the applicable Clearing Agency
         Participants and shall be limited to those established by law
         and agreements between such Beneficial Owners and the Clearing
         Agency or the Foreign Clearing Agency and/or the Clearing Agency
         Participants, and all references in this Indenture to actions by
         the Noteholders shall refer to actions taken by the Clearing
         Agency or the Foreign Clearing Agency upon instructions from the
         Clearing Agency Participants, and all references in this
         Indenture to distributions, notices, reports and statements to
         the Noteholders shall refer to distributions, notices, reports
         and statements to the Clearing Agency or the Foreign Clearing
         Agency, as registered holder of the Investor Notes of such
         Series for distribution to the Beneficial Owners in accordance
         with the procedures of the Clearing Agency.  Pursuant to the
         Depository Agreement applicable to a Series, unless and until
         Definitive Notes of such Series are issued pursuant to Section
         2.11, the initial Clearing Agency will make book-entry transfers
         among the Clearing Agency Participants and receive and transmit
         distributions of principal and interest on the Investor Notes to
         such Clearing Agency Participants.




                                   -14-

<PAGE>

                 Section 2.11.  Definitive Notes.

                 If (i) (A) the Issuer advises the Indenture Trustee in
writing that the Clearing Agency or the Foreign Clearing Agency is no
longer willing or able to discharge properly its responsibilities under
the applicable Depository Agreement, and (B) the Indenture Trustee or the
Issuer is unable to locate a qualified successor, (ii) the Issuer, at its
option, advises the Indenture Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or the
Foreign Clearing Agency with respect to any Series or (iii) after the
occurrence of an Event of Default, Beneficial Owners of a Majority in
Interest of a Series of Investor Notes advise the Indenture Trustee and
the applicable Clearing Agency or the Foreign Clearing Agency through the
applicable Clearing Agency Participants in writing that the continuation
of a book-entry system through the applicable Clearing Agency or Foreign
Clearing Agency is no longer in the best interests of such Beneficial
Owners, the Indenture Trustee shall notify all Beneficial Owners of such
Series, through the applicable Clearing Agency Participants, of the
occurrence of any such event and of the availability of Definitive Notes
to Beneficial Owners of such Series requesting the same.  Upon surrender
to the Indenture Trustee of the Investor Notes of such Series by the
applicable Clearing Agency or the Foreign Clearing Agency, accompanied by
registration instructions from the applicable Clearing Agency or the
applicable Foreign Clearing Agency for registration, the Issuer shall
execute and the Indenture Trustee shall authenticate and (if the Transfer
Agent and Registrar is different than the Indenture Trustee, then the
Transfer Agent and Registrar shall) deliver the Definitive Notes in
accordance with the instructions of the Clearing Agency.  Neither the
Issuer nor the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions.  Upon the issuance of
Definitive Notes of such Series all references herein to obligations
imposed upon or to be performed by the applicable Clearing Agency or
Foreign Clearing Agency shall be deemed to be imposed upon and performed
by the Indenture Trustee, to the extent applicable with respect to such
Definitive Notes, and the Indenture Trustee shall recognize the Holders
of the Definitive Notes of such Series as Noteholders of such Series
hereunder.

                 Section 2.12.  Global Note.

                 If specified in the related Indenture Supplement for any
Series, the Investor Notes may be initially issued in the form of a
single temporary Global Note (the "Global Note") in bearer form, without
interest coupons, in the denomination of the Initial Invested Amount and
substantially in the form attached to the related Indenture Supplement.
Unless otherwise specified in the related Indenture Supplement, the
provisions of this Section 2.12 shall apply to such Global Note.  The
Global Note will be authenticated by the Indenture Trustee upon the same
conditions, in substantially the same manner and with the same effect as
the Definitive Notes.  The Global Note may be exchanged in the manner
described in the related Indenture Supplement for Registered or Bearer
Notes in definitive form.

                                   -15-

<PAGE>

                 Section 2.13.  Principal and Interest.

                 (a)      The principal of each Series of Investor Notes
shall be payable at the times and in the amount set forth in the related
Indenture Supplement and in accordance with Section 6.1.

                 (b)      Each Series of Investor Notes shall accrue
interest as provided in the related Indenture Supplement and such
interest shall be payable on each Payment Date for such Series in
accordance with Section 6.1 and the related Indenture Supplement.

                 (c)      Except as provided in the following sentence,
the Person in whose name any Investor Note is registered at the close of
business on any Record Date with respect to a Payment Date for such
Investor Note shall be entitled to receive the principal and interest
payable on such Payment Date notwithstanding the cancellation of such
Investor Note upon any registration of transfer, exchange or substitution
of such Investor Note subsequent to such Record Date.  Any interest
payable at maturity shall be paid to the Person to whom the principal of
such Investor Note is payable.

                 (d)      If the Issuer defaults in the payment of
interest on the Investor Notes of any Series, such interest, to the
extent paid on any date that is more than five (5) Business Days after
the applicable due date, shall, at the option of the Issuer, cease to be
payable to the Persons who were Investor Noteholders of such Series at
the applicable Record Date and the Issuer shall pay the defaulted
interest in any lawful manner, plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Investor
Noteholders of such Series on a subsequent special record date which date
shall be at least five (5) Business Days prior to the payment date, at
the rate provided in this Indenture and in the Investor Notes of such
Series.  The Issuer shall fix or cause to be fixed each such special
record date and payment date, and at least 15 days before the special
record date, the Issuer (or the Indenture Trustee, in the name of and at
the expense of the Issuer) shall mail to Investor Noteholders of such
Series a notice that states the special record date, the related payment
date and the amount of such interest to be paid.

                 Section 2.14.  Tax Treatment.

                 The Issuer has structured this Indenture and the
Investor Notes have been (or will be) issued with the intention that the
Investor Notes will qualify under applicable tax law as indebtedness of
the Issuer and any entity acquiring any direct or indirect interest in
any Investor Note by acceptance of its Investor Notes (or, in the case of
a Beneficial Owner, by virtue of such Beneficial Owner's acquisition of a
beneficial interest therein) agrees to treat the Investor Notes (or
beneficial interests therein) for purposes of Federal, state and local
and income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness of the Issuer.  Each Investor Noteholder agrees
that it will cause any Beneficial Owner's acquiring an interest in an


                                   -16-

<PAGE>

Investor Note through it to comply with this Indenture as to treatment as
indebtedness for such tax purposes.


                                ARTICLE 3.

                                SECURITY

                 Section 3.1.  Grant of Security Interest.

                 (a)      To secure the Issuer Obligations, the Issuer
hereby pledges, assigns, conveys, delivers, transfers and sets over to
the Indenture Trustee, for the benefit of the Investor Noteholders, and
hereby grants to the Indenture Trustee, for the benefit of the Investor
Noteholders, a security interest in, all of the Issuer's right, title and
interest in and to all of the Issuer's assets, property and interests in
property of any kind or nature whatsoever (other than as specified below)
whether now or hereafter existing, acquired or created (all of the
foregoing being referred to as the "Collateral"), including without
limitation, all right, title and interest of the Issuer in the following
property and interests in property:

                               (i)    the SUBIs, the SUBI
         Certificates and any related rights, authority, powers and
         privileges of the holder thereof under the related Origination
         Trust Documents and all payments and distributions thereunder of
         whatever kind or character and whether in cash or other
         property, at any time made or distributable to the Issuer
         thereunder or in respect thereof, whether due or to become due,
         including, without limitation, the immediate and continuing
         right of the Issuer to receive and collect all amounts payable
         to the holder thereof and all of the Issuer's rights, remedies,
         powers, interests and privileges under the Origination Trust
         Documents (whether arising pursuant to the terms thereof or
         otherwise available to the Issuer), including, without
         limitation, the right to enforce the Origination Trust
         Documents, to give or withhold any and all consents, requests,
         notices, directions, approvals or waivers thereunder and all
         amounts due and to become due thereunder, whether payable as
         indemnities or damages for breach thereof;

                              (ii)    a beneficial interest in the
         Initial Units and any Unit Leases, Unit Vehicles and the Related
         Rights associated therewith, and all Additional Units and any
         Unit Leases, Unit Vehicles and the Related Rights associated
         therewith hereafter acquired by the Issuer, including, without
         limitation, all monies due or to become due with respect thereto
         and all proceeds thereof;

                             (iii)    the Transfer Agreement,
         including, without limitation, all of the Issuer's rights,
         remedies, powers, interests and privileges under the Transfer
         Agreement (whether arising pursuant to the terms thereof or
         otherwise available to the Issuer), including, without

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         limitation, the right to enforce the Transfer Agreement, to give
         or withhold any and all consents, requests, notices, directions,
         approvals or waivers thereunder and all amounts due and to
         become due thereunder, whether payable as indemnities or damages
         for breach thereof;

                              (iv)    the Administration Agreement,
         including, without limitation, all of the Issuer's rights,
         remedies, powers, interests and privileges under the
         Administration Agreement (whether arising pursuant to the terms
         thereof or otherwise available to the Issuer), including,
         without limitation, the right to enforce the Administration
         Agreement, to give or withhold any and all consents, requests,
         notices, directions, approvals or waivers thereunder and all
         amounts due and to become due thereunder, whether payable as
         indemnities or damages for breach thereof;

                               (v)    the Collection Account and the
         Gain on Sale Account and all monies on deposit from time to time
         in the Collection Account and the Gain on Sale Account and all
         proceeds thereof (including any Permitted Investments purchased
         with monies from any account held for the benefit of the Issuer
         or the Investor Noteholders and any investment earnings
         thereon);

                              (vi)    each Series Account and all
         monies on deposit from time to time in such Series Account and
         all proceeds thereof (including any Permitted Investments
         purchased with monies from any account held for the benefit of
         the Issuer or the Investor Noteholders and any investment
         earnings thereon);

                             (vii)    all additional property that
         may from time to time hereafter (pursuant to the terms of any
         Indenture Supplement or otherwise) be subjected to the grant and
         pledge hereof by the Issuer, including, without limitation, any
         Hedging Instruments; and

                            (viii)    all proceeds of any and all of
         the foregoing including, without limitation, all present and
         future claims, demands, causes of action and chooses in action
         in respect of any or all of the foregoing and all payments on or
         under and all proceeds of every kind and nature whatsoever in
         respect of any or all of the foregoing, including all proceeds
         of the conversion thereof, voluntary or involuntary, into cash
         or other liquid property, all cash proceeds, accounts, accounts
         receivable, notes, drafts, acceptances, chattel paper, checks,
         deposit accounts, insurance proceeds, condemnation awards,
         rights to payment of any and every kind and other forms of
         obligations and receivables, instruments and other property
         which at any time constitute all or part of or are included in
         the proceeds of any of the foregoing.


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<PAGE>

                 (b)      The foregoing grant is made in trust to secure
the Issuer Obligations and to secure compliance with the provisions of
this Indenture and any Indenture Supplement, all as provided in this
Indenture.  The Indenture Trustee, as Indenture Trustee on behalf of the
Investor Noteholders, acknowledges such grant, accepts the trusts under
this Indenture in accordance with the provisions of this Indenture and
subject to Section 10.1 and 10.2, agrees to perform its duties required
in this Indenture to the best of its abilities to the end that the
interests of the Investor Noteholders may be adequately and effectively
protected.  The Collateral shall secure the Investor Notes equally and
ratably without prejudice, priority (except, with respect to any Series
of Investor Notes, as otherwise stated in the applicable Indenture
Supplement) or distinction.

                 Section 3.2.  Transaction Documents.

                 Upon the occurrence of a default or breach by any Person
party to a Transaction Document, promptly following a request from the
Indenture Trustee to do so and at the Issuer's expense, the Issuer agrees
to take all such lawful action as permitted under this Indenture as the
Indenture Trustee may request to compel or secure the performance and
observance by SPV, the Servicer, the Administrator, VMS or PHH Consumer
Lease or any other party to any of the Transaction Documents of its
obligations thereunder, in each case in accordance with the applicable
terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer to the extent and in the
manner directed by the Indenture Trustee, including, without limitation,
the transmission of notices of default and the institution of legal or
administrative actions or proceedings to compel or secure performance by
each of SPV, the Servicer, the Administrator, VMS or PHH Consumer Lease
(or such other party to any Transaction Document), of their respective
obligations thereunder.  If (i) the Issuer shall have failed, within 30
days of receiving the direction of the Indenture Trustee, to take
commercially reasonable action to accomplish such directions of the
Indenture, (ii) the Issuer refuses to take any such action, or (iii) the
Indenture Trustee reasonably determines that such action must be taken
immediately, the Indenture Trustee may take such previously directed
action and any related action permitted under this Indenture which the
Indenture Trustee thereafter determines is appropriate (without the need
under this provision or any other provision under the Indenture to direct
the Issuer to take such action), on behalf of the Issuer and the Investor
Noteholders.

                 Section 3.3.  Release of Issuer Assets.

                 (a)      The Indenture Trustee shall when required by the
provisions of this Indenture execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee's interest in
the same, in a manner and under circumstances that are not inconsistent
with the provisions of this Indenture.  No party relying upon an
instrument executed by the Indenture Trustee as provided in this Section
3.2 shall be bound to ascertain the Indenture Trustee's authority,


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<PAGE>

inquire into the satisfaction of any conditions precedent or see to the
application of any moneys.

                 (b)      The Indenture Trustee shall, at such time as there
are no Investor Notes Outstanding, release any remaining portion of the
Issuer Assets that secured the Investor Notes from the lien of this
Indenture and release to the Issuer any funds then on deposit in the
Issuer Accounts. The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Section 3.2(b) only upon receipt
of an Issuer Order accompanied by an Officer's Certificate, an Opinion of
Counsel and (if this Indenture is qualified under the TIA and the TIA so
requires) Independent Certificates in accordance with TIA Sections 314(c)
and 314(d)(1) meeting the applicable requirements of Section 13.1.

                 Section 3.4.  Opinions of Counsel.

                 The Indenture Trustee shall receive at least seven days'
notice when requested by the Issuer to take any action pursuant to
Section 3.2(a), accompanied by copies of any instruments involved, and
the Indenture Trustee may also require as a condition of such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all such action will
not materially and adversely impair the security for the Investor Notes
or the rights of the Noteholders; provided, however that such Opinion of
Counsel shall not be required to express an opinion as to the fair value
of the Issuer Assets.  Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in
connection with any such action.

                 Section 3.5.  Stamp, Other Similar Taxes and Filing
Fees.

                 The Issuer shall indemnify and hold harmless the
Indenture Trustee and each Investor Noteholder from any present or future
claim for liability for any stamp or other similar tax and any penalties
or interest with respect thereto, that may be assessed, levied or
collected by any jurisdiction in connection with this Indenture or any
Collateral.  The Issuer shall pay, or reimburse the Indenture Trustee
for, any and all amounts in respect of, all search, filing, recording and
registration fees, taxes, excise taxes and other similar imposts that may
be payable or determined to be payable in respect of the execution,
delivery, performance and/or enforcement of this Indenture.


                                ARTICLE 4.

                                 REPORTS

                 Section 4.1.  Servicer Reports.

                 The Issuer will deliver or cause to be delivered to the
Indenture Trustee:

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                 (i)      prior to 1:00 p.m., New York City time, on each
         Deposit Date, a copy of the Deposit Report (a "Deposit Report")
         prepared and delivered by the Servicer to the Issuer pursuant to
         the Origination Trust Servicing Agreement, setting forth the
         aggregate amount of Collections deposited in the Collection
         Account on such Deposit Date;

                 (ii)     on each Determination Date, a copy of the
         Settlement Statement (a "Settlement Statement") prepared and
         delivered by the Servicer to the Issuer pursuant to the
         Origination Trust Servicing Agreement, setting forth the
         information required to be set forth therein under the
         Origination Trust Servicing Agreement and each Indenture
         Supplement and such other information as the Indenture Trustee
         may reasonably request;

                 (iii)    within ten Business Days of the last Business Day
         of each fiscal quarter of the Issuer, a copy of the Quarterly
         Compliance Certificate (a "Quarterly Compliance Certificate")
         prepared and delivered by the Servicer pursuant to the
         Origination Trust Servicing Agreement, setting forth the
         information required to be set forth therein under the
         Origination Trust Servicing Agreement;

                 (iv)     on or before March 31 of each year, a copy of the
         Annual Servicing Report (an "Annual Servicing Report") prepared
         by the Servicer's independent auditors in accordance with the
         Origination Trust Servicing Agreement, setting forth the
         information required to be set forth therein under the
         Origination Trust Servicing Agreement;

                 (v)      within 45 days following the end of each fiscal
         quarter of the Servicer, a copy of the certificate prepared and
         delivered by the Servicer pursuant Section 8.3(b) of the
         Origination Trust Servicing Agreement;

                 (vi)     promptly upon the delivery by the Servicer to the
         Issuer, a copy of any other information, reports or other
         materials required to be delivered by the Servicer to the Issuer
         pursuant to the Origination Trust Servicing Agreement;

                 (vii)    from time to time such additional information
         regarding the financial position, results of operations or
         business of the Origination Trust or VMS as the Indenture
         Trustee may reasonably request to the extent that the Servicer
         delivers such information to the Issuer pursuant to the
         Origination Trust Servicing Agreement; and

                 (viii)   at the time of delivery of the item described
         in clause (iii) above, a certificate of an officer of the Issuer
         that, except as provided in any certificate delivered in
         accordance with Section 8.8, no Amortization Event, Potential
         Amortization Event, Termination Event, Default or Event of

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<PAGE>

         Default under any of the Transaction Documents to which it is a
         party has occurred or is continuing during such fiscal quarter.

                 Section 4.2.  Communication to Investor Noteholders.

                 (a)      If this Indenture is qualified under the TIA, the
Investor Noteholders may communicate pursuant to TIA Section 312(b) with
other Investor Noteholders with respect to their rights under this
Indenture or under the Investor Notes.

                 (b)      If this Indenture is qualified under the TIA, the
Issuer, the Indenture Trustee and the Transfer Agent and Registrar shall
have the protection of TIA Section 312(c).

                 Section 4.3.  Rule 144A Information.

                 For so long as any of the Investor Notes are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities
Act, the Issuer agrees to provide to any Investor Noteholder or
Beneficial Owner and to any prospective purchaser of Investor Notes
designated by such Investor Noteholder or Beneficial Owner upon the
request of such Investor Noteholder or Beneficial Owner or prospective
purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the conditions set forth in Rule
144A(d)(4) under the Securities Act.

                 Section 4.4.  Reports by the Issuer.

                 (a)      Unless otherwise specified in the related Indenture
Supplement, on each Settlement Date, the Issuer shall deliver to the
Indenture Trustee or the Paying Agent and the Indenture Trustee or the
Paying Agent, as the case may be, shall forward to each Investor
Noteholder of each Outstanding Series the Monthly Settlement Statement
with respect to such Series, with a copy to the Rating Agencies.

                 (b)      As soon as available, but in any event within
90 days after the end of each fiscal year of the Issuer, the Issuer shall
deliver to the Indenture Trustee or the Paying Agent and the Indenture
Trustee or the Paying Agent, as the case may be, shall forward to each
Investor Noteholder of each Outstanding Series a copy of the audited
financial statements of the Issuer at the end of such year, prepared by
independent certified public accountants of nationally recognized
standing.

                 (c)      Unless otherwise specified in the related Indenture
Supplement, on or before January 31 of each calendar year, beginning with
calendar year 2000, the Indenture Trustee or the Paying Agent shall
furnish to each Person who at any time during the preceding calendar year
was an Investor Noteholder of a Series of Investor Notes a statement
prepared by or on behalf of the Issuer containing the information which
is required to be contained in the Monthly Settlement Statements with
respect to such Series of Investor Notes aggregated for such calendar
year or the applicable portion thereof during which such Person was an

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<PAGE>

Investor Noteholder, together with such other customary information
(consistent with the treatment of the Investor Notes as debt) as the
Issuer deems necessary or desirable to enable the Investor Noteholders to
prepare their tax returns (each such statement, an "Annual Noteholders'
Tax Statement").  Such obligations of the Issuer to prepare and the
Indenture Trustee or the Paying Agent to distribute the Annual
Noteholders' Tax Statement shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Indenture Trustee or the Paying Agent pursuant to any requirements of the
Code as from time to time in effect.

                 Section 4.5.  Reports by the Indenture Trustee.

                 If this Indenture is qualified under the TIA, within 60
days after each March 31, beginning on March 31 in the first year after
this Indenture is qualified under the TIA, if required by TIA
Section 313(a), the Indenture Trustee shall mail to each Investor
Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a).  The Indenture Trustee
also shall comply with TIA Section 313(b).  A copy of such each report at
the time of its mailing to Investor Noteholders shall be filed by the
Indenture Trustee with the Securities and Exchange Commission and each
stock exchange, if any, on which the Investor Notes are listed.  The
Issuer shall notify the Indenture Trustee if and when the Investor Notes
are listed on any stock exchange.


                                ARTICLE 5.

                ALLOCATION AND APPLICATION OF COLLECTIONS

                 Section 5.1.  Collection Account.

                 (a)      Establishment of Collection Account.  The
Indenture Trustee shall establish and maintain in the name of the
Indenture Trustee, for the benefit of the Noteholders, an Eligible
Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Noteholders
(the "Collection Account").  If at any time the Indenture Trustee obtains
knowledge that the Collection Account is no longer an Eligible Deposit
Account,  the Indenture Trustee shall, within 30 days of obtaining such
knowledge, establish a new Collection Account that is an Eligible Deposit
Account and transfer into the new Collection Account all cash and
investments from the non-qualifying Collection Account.  Initially, the
Collection Account will be established with Chase.  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
Collection Account and the proceeds thereof for the benefit of the
Noteholders.  The Collection Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders.

                 (b)      Series Accounts.  If so provided in the related
Indenture Supplement, the Indenture Trustee, for the benefit of the

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<PAGE>

Investor Noteholders, shall cause to be established and maintained, one
or more Series Accounts and/or administrative sub-accounts of the
Collection Account to facilitate the proper allocation of Collections in
accordance with the terms of such Indenture Supplement.  Each such Series
Account shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor Noteholders of
such Series.  Each such Series Account will be an Eligible Deposit
Account, if so provided in the related Indenture Supplement and will have
the other features and be applied as set forth in the related Indenture
Supplement.

                 (c)      Administration of the Collection Account.  The
Issuer shall instruct the institution maintaining the Collection Account
in writing to invest the funds on deposit in the Collection Account in
Permitted Investments.  Any such investment shall mature and such funds
shall be available for withdrawal on or prior to the Transfer Date
related to the Monthly Period in which such funds were processed for
collection, or if so specified in the related Indenture Supplement, on
the immediately succeeding Payment Date.  All such Permitted Investments
will be credited to the Collection 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 take such action as
is required to maintain the Indenture Trustee's security interest in the
Permitted Investments credited to the Collection Account.  In the absence
of written investment instructions hereunder, funds on deposit in the
Collection Account shall remain uninvested. Neither the Issuer nor the
Indenture Trustee shall 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.

                 Section 5.2.  Gain on Sale Account.

                 (a)      Establishment of Gain on Sale Account. The
Indenture Trustee shall establish and maintain in the name of the
Indenture Trustee, for the benefit of the Noteholders, an Eligible
Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Noteholders
(the "Gain on Sale Account").  If at any time the Indenture Trustee
obtains knowledge that the Gain on Sale Account is no longer an Eligible
Deposit Account,  the Indenture Trustee shall, within 30 days of
obtaining such knowledge, establish a new Gain on Sale Account that is an
Eligible Deposit Account and transfer into the new Gain on Sale Account
all cash and investments from the non-qualifying Gain on Sale Account.

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<PAGE>

Initially, the Gain on Sale Account will be established with Chase.  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 Gain on Sale Account and the proceeds thereof for the
benefit of the Noteholders.  The Gain on Sale Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders.

                 (b)      Investment of Funds in the Gain on Sale
Account.  The Issuer shall instruct the institution maintaining the Gain
on Sale Account in writing to invest the funds on deposit in the Gain on
Sale Account in Permitted Investments.  Any such investment shall mature
and such funds shall be available for withdrawal on or prior to each
Transfer Date.  All such Permitted Investments will be credited to the
Gain on Sale 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 take such action as is required
to maintain the Indenture Trustee's security interest in the Permitted
Investments credited to the Gain on Sale Account.  In the absence of
written investment instructions hereunder, funds on deposit in the Gain
on Sale Account shall remain uninvested. Neither the Issuer nor the
Indenture Trustee shall 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.

                 (c)      Earnings from Gain on Sale Account.  All
interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Gain on Sale Account shall be deemed to be
available and on deposit for distribution.

                 (d)      Deposits to Gain on Sale Account.  Amounts will
be deposited in the Gain on Sale Account in accordance with this Article
5, as modified by any Indenture Supplement.

                 (e)      Withdrawals from Gain on Sale Account.  No
later than 2:00 p.m., New York City time, on each Transfer Date, the
Issuer shall direct the Indenture Trustee in writing to withdraw from the
Gain on Sale Account an amount equal to the lesser of (x) the Monthly
Residual Value Loss for the immediately preceding Monthly Period and (y)
the amount then on deposit in the Gain on Sale Account and deposit such
amount into the Collection Account for allocation in accordance with
Article 5, as modified by any Indenture Supplement.  On any Transfer Date
on which the amount on deposit in the Gain on Sale Account (after giving

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<PAGE>

effect to any withdrawals therefrom pursuant to the immediately preceding
sentence) is greater than an amount equal to the Applicable Gain on Sale
Account Percentage of the sum of the aggregate Lease Balance of each
Eligible Lease that is a Closed-End Lease allocated to the Lease SUBI as
of last day of the Monthly Period immediately preceding such Transfer
Date and the Aggregate Residual Value Amount as of such date, the Issuer
shall direct the Indenture Trustee in writing to withdraw such excess
from the Gain on Sale Account and deposit it in the Issuer General
Account.

                 Section 5.3.  Collection of Money.

                 Except as otherwise provided herein, the Indenture
Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable
by the Indenture Trustee pursuant to this Indenture.  The Indenture
Trustee shall apply all such money received by it as provided in this
Indenture.  Except as otherwise provided in this Indenture, if any
default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Issuer Assets, the Indenture
Trustee may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate proceedings.  Any such action shall be without prejudice to
any right to claim a Default or Event of Default under this Indenture and
any right to proceeds thereafter as provided in Article 9.

                 Section 5.4.  Collections and Allocations.

                 (a)      Collections in General.  Until this Indenture
is terminated pursuant to Section 11.1, the Issuer shall, and the
Indenture Trustee is authorized to, cause all Collections due and to
become due to the Issuer or the Indenture Trustee, as the case may be,
under or in connection with the Collateral to be paid directly to the
Indenture Trustee for deposit into the Collection Account.  The Issuer
agrees that if any Collections shall be received by the Issuer in an
account other than the Collection Account, such monies, instruments, cash
and other proceeds will not be commingled by the Issuer with any of its
other funds or property, if any, but will be held separate and apart
therefrom and shall be held in trust by the Issuer for, and immediately
remitted to, the Indenture Trustee, with any necessary endorsement.  All
monies, instruments, cash and other proceeds received by the Indenture
Trustee pursuant to this Indenture shall be in immediately available
funds and shall be immediately deposited in the Collection Account and
shall be applied as provided in this Article 5.

                 (b)      Allocations for Investor Noteholders.  On each
Deposit Date, the Issuer shall allocate Collections deposited into the
Collection Account in accordance with this Article 5 and shall instruct
the Indenture Trustee to withdraw the required amounts from the
Collection Account and make the required deposits in any Series Account
in accordance with this Article 5, as modified by any Indenture
Supplement.  The Issuer shall make such deposits or payments on the date

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<PAGE>

indicated therein in immediately available funds or as otherwise provided
in the Indenture Supplement for any Series with respect to such Series.
The Administrator, on behalf of the Issuer, has agreed to furnish to the
Indenture Trustee or the Paying Agent, as applicable, written
instructions to make the aforementioned withdrawals and payments from the
Collection Account and any Issuer Accounts specified herein or in an
Indenture Supplement.  The Indenture Trustee and the Paying Agent shall
promptly follow any such written instructions.

                 (c)      Sharing Collections.  In the manner described
in the related Indenture Supplement, to the extent that Collections that
are allocated to any Series on a Deposit Date are not needed to make
payments to Investor Noteholders of such Series or required to be
deposited in a Series Account for such Series on such Deposit Date, such
Collections may, at the direction of the Issuer, be applied to cover
principal payments due to or for the benefit of Investor Noteholders of
another Series.  Any such reallocation will not result in a reduction in
the Invested Amount of the Series to which such Collections were
initially allocated.

                 (d)      Allocations After Certain Events of Default.
After each Outstanding Series of Investor Notes shall have been declared
to be immediately due and payable pursuant to Section 9.2 as a result of
the occurrence of an Event of Default defined in clause (a) or (b) of
Section 9.1, to the extent that Collections that are allocated to any
Series of Investor Notes on a Settlement Date are not needed to make
payments of principal of, or interest on, the Investor Notes of such
Series, such Collections shall be applied to cover principal payments due
on the Investor Notes of all other Series then Outstanding on a pro rata
basis based on the Invested Percentages of such other Series of Investor
Notes.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY
INDENTURE SUPPLEMENT WITH RESPECT TO ANY SERIES.]


                                ARTICLE 6.

                              DISTRIBUTIONS

                 Section 6.1.  Distributions in General.

                 (a)      Unless otherwise specified in the applicable
Indenture Supplement, amounts payable to an Investor Noteholder hereunder
shall be payable by check mailed first-class postage prepaid to such
Investor Noteholder at the address for such Investor Noteholder appearing
in the Note Register except that with respect to Investor Notes
registered in the name of a Clearing Agency or its nominee, such amounts
shall be payable by wire transfer of immediately available funds released
by the Indenture Trustee or the Paying Agent from the applicable Series
Account no later than Noon on the Payment Date (New York City time) for


                                   -27-

<PAGE>

credit to the account designated by such Clearing Agency or its nominee,
as applicable.

                 (b)      Unless otherwise specified in the applicable
Indenture Supplement (i) all distributions to Investor Noteholders of all
classes within a Series of Investor Notes will have the same priority and
(ii) in the event that on any date of determination the amount available
to make payments to the Investor Noteholders of a Series is not
sufficient to pay all sums required to be paid to such Investor
Noteholders on such date, then each class of Investor Noteholders will
receive its ratable share (based upon the aggregate amount due to such
class of Investor Noteholders) of the aggregate amount available to be
distributed in respect of the Investor Notes of such Series.

                 Section 6.2.  Optional Repurchase of Investor Notes.

                 On any Payment Date occurring on or after the date on
which the Invested Amount of any Series or class of such Series is equal
to or less than the Repurchase Amount (if any) for such Series or class
set forth in the Indenture Supplement related to such Series, or at such
other time otherwise provided for in the Indenture Supplement relating to
such Series, the Issuer shall have the option to purchase all Outstanding
Investor Notes of such Series, or class of such Series, at a purchase
price (determined after giving effect to any payment of principal and
interest on such Payment Date) equal to (unless otherwise specified in
the related Indenture Supplement) the Invested Amount of such Series on
such Payment Date, plus accrued and unpaid interest on the unpaid
principal balance of the Investor Notes of such Series (calculated at the
Investor Note Rate of such Series) through the day immediately prior to
the date of such purchase plus, if provided for in the related Indenture
Supplement, any premium payable at such time.  The Issuer shall give the
Indenture Trustee at least 30 days' prior written notice of the date on
which the Issuer intends to exercise such option to purchase.  Not later
than 12:00 noon, New York City time, on such Payment Date, an amount of
the purchase price equal to the Invested Amount of all Investor Notes of
such Series on such Payment Date and the amount of accrued and unpaid
interest with respect to such Investor Notes and any applicable premium
will be deposited into the applicable Series Account for such Series in
immediately available funds.  The funds deposited into such Series
Account or distributed to the Paying Agent will be passed through in full
to the Investor Noteholders on such Payment Date.


                                ARTICLE 7.

                      REPRESENTATIONS AND WARRANTIES

                 The Issuer hereby represents and warrants, for the
benefit of the Indenture Trustee and the Noteholders, as follows as of
each Series Closing Date:




                                   -28-

<PAGE>

                 Section 7.1.  Existence and Power.

                 The Issuer (a) is a special purpose limited liability
company duly formed, validly existing and in good standing under the laws
of the State of Delaware, (b) is duly qualified to do business as a
foreign limited liability company and in good standing under the laws of
each jurisdiction where the character of its property, the nature of its
business or the performance of its obligations make such qualification
necessary, and (c) has all powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business
as now conducted and for purposes of the transactions contemplated by
this Indenture and the other Transaction Documents.

                 Section 7.2.  Governmental Authorization.

                 The execution, delivery and performance by the Issuer of
this Indenture, the related Indenture Supplement and the other
Transaction Documents to which it is a party (a) is within the Issuer's
power, has been duly authorized by all necessary action, (b) requires no
action by or in respect of, or filing with, any governmental body, agency
or official which has not been obtained and (c) does not contravene, or
constitute a default under, any Requirement of Law or any provision of
its certificate of formation or the LLC Agreement or result in the
creation or imposition of any Lien on any of the Issuer Assets, except
for Liens created by this Indenture or the other Transaction Documents.
This Indenture and each of the other Transaction Documents to which the
Issuer is a party has been executed and delivered by a duly authorized
officer of the Issuer.

                 Section 7.3.  Binding Effect.

                 This Indenture and each other Transaction Document is a
legal, valid and binding obligation of the Issuer enforceable against the
Issuer in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors' rights generally
or by general equitable principles, whether considered in a proceeding at
law or in equity and by an implied covenant of good faith and fair
dealing).

                 Section 7.4.  Financial Information; Financial
Condition.

                 All balance sheets, all statements of operations, of
shareholders' equity and of cash flow, and other financial data (other
than projections) which have been or shall hereafter be furnished by the
Issuer to the Indenture Trustee and the Rating Agencies pursuant to
Section 4.4 have been and will be prepared in accordance with GAAP (to
the extent applicable) and do and will present fairly the financial
condition of the Issuer as of the dates thereof and the results of its
operations for the periods covered thereby, subject, in the case of all
unaudited statements, to normal year-end adjustments and lack of
footnotes and presentation items.

                                   -29-

<PAGE>

                 Section 7.5.  Litigation.

                 There is no action, suit or proceeding pending against
or, to the knowledge of the Issuer, threatened against or affecting the
Issuer before any court or arbitrator or any Governmental Authority that
could materially adversely affect the financial position, results of
operations, business, properties, performance, prospects or condition
(financial or otherwise) of the Issuer or which in any manner draws into
question the validity or enforceability of this Indenture, any Indenture
Supplement or any other Transaction Document or the ability of the Issuer
to perform its obligations hereunder or thereunder.

                 Section 7.6.  No ERISA Plan.

                 The Issuer has not established and does not maintain or
contribute to any Pension Plan that is covered by Title IV of ERISA and
will not do so, as long as any Investor Notes are Outstanding.

                 Section 7.7.  Tax Filings and Expenses.

                 The Issuer has filed all federal, state and local tax
returns and all other tax returns which, to the knowledge of the Issuer,
are required to be filed (whether informational returns or not), and has
paid all taxes due, if any, pursuant to said returns or pursuant to any
assessment received by the Issuer, except such taxes, if any, as are
being contested in good faith and for which adequate reserves have been
set aside on its books.  The Issuer has paid all fees and expenses
required to be paid by it in connection with the conduct of its business,
the maintenance of its existence and its qualification as a foreign
limited liability company authorized to do business in each State in
which it is required to so qualify.

                 Section 7.8.  Disclosure.

                 All certificates, reports, statements, documents and
other information furnished to the Indenture Trustee by or on behalf of
the Issuer pursuant to any provision of this Indenture or any Transaction
Document, or in connection with or pursuant to any amendment or
modification of, or waiver under, this Indenture or any Transaction
Document, shall, at the time the same are so furnished, be complete and
correct to the extent necessary to give the Indenture Trustee true and
accurate knowledge of the subject matter thereof in all material
respects, and the furnishing of the same to the Indenture Trustee shall
constitute a representation and warranty by the Issuer made on the date
the same are furnished to the Indenture Trustee to the effect specified
herein.

                 Section 7.9.  Investment Company Act.

                 The Issuer is not, and is not controlled by, an
"investment company" within the meaning of, and is not required to
register as an "investment company" under, the Investment Company Act of
1940.

                                   -30-

<PAGE>

                 Section 7.10.  Regulations T, U and X.

                 The proceeds of the Investor Notes will not be used to
purchase or carry any "margin stock" (as defined or used in the
regulations of the Board of Governors of the Federal Reserve System,
including Regulations T, U and X thereof).  The Issuer is not engaged in
the business of extending credit for the purpose of purchasing or
carrying any margin stock.

                 Section 7.11.  No Consent.

                 No consent, action by or in respect of, approval or
other authorization of, or registration, declaration or filing with, any
Governmental Authority or other Person is required for the valid
execution and delivery of this Indenture or any Indenture Supplement or
for the performance of any of the Issuer's obligations hereunder or
thereunder or under any other Transaction Document other than such
consents, approvals, authorizations, registrations, declarations or
filings as shall have been obtained by the Issuer prior to the Initial
Closing Date or as contemplated in Section 7.13.

                 Section 7.12.  Solvency.

                 Both before and after giving effect to the transactions
contemplated by this Indenture and the other Transaction Documents, the
Issuer is solvent within the meaning of the Bankruptcy Code and the
Issuer is not the subject of any voluntary or involuntary case or
proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy or insolvency law and
no Insolvency Event has occurred with respect to the Issuer.

                 Section 7.13.  Security Interests.

                 (a)      Each of the SUBI Certificates has been duly
registered in the name of the Indenture Trustee and all other action
necessary (including the filing of UCC-1 financing statements) to protect
and perfect the Indenture Trustee's security interest in the Collateral
now in existence and hereafter acquired or created has been duly and
effectively taken.

                 (b)      No security agreement, financing statement,
equivalent security or lien instrument or continuation statement listing
the Issuer as debtor covering all or any part of the Collateral is on
file or of record in any jurisdiction, except such as may have been
filed, recorded or made by the Issuer in favor of the Indenture Trustee
on behalf of the Noteholders in connection with this Indenture.

                 (c)      This Indenture constitutes a valid and
continuing Lien on the Collateral in favor of the Indenture Trustee on
behalf of the Noteholders, which Lien will be prior to all other Liens
(other than Permitted Liens), will be enforceable as such as against
creditors of and purchasers from the Issuer in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,

                                   -31-

<PAGE>

fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors' rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing.  All action necessary to perfect
such prior security interest has been duly taken.

                 (d)      Except for a change made pursuant to Section
8.19, the Issuer's principal place of business and chief executive office
shall be at: 900 Old Country Road, Garden City, New York 11530, and the
place where its records concerning the Collateral are kept is at:  103
Foulk Road, Suite 205-11, Wilmington, Delaware 19803.  The Issuer does
not transact, and has not transacted, business under any other name.

                 (e)      All authorizations in this Indenture for the
Indenture Trustee to endorse checks, instruments and securities and to
execute financing statements, continuation statements, security
agreements, and other instruments with respect to the Collateral are
powers coupled with an interest and are irrevocable.

                 Section 7.14.  Binding Effect of Certain Agreements.

                 Each of the Origination Trust Documents and the Transfer
Agreement is in full force and effect and there are no outstanding events
of default thereunder nor have events occurred which, with the giving of
notice, the passage of time or both, would constitute such an event of
default.

                 Section 7.15.  Non-Existence of Other Agreements.

                 (a)      Other than as permitted by Section 8.23, (i) the
Issuer is not a party to any contract or agreement of any kind or nature
and (ii) the Issuer is not subject to any obligations or liabilities of
any kind or nature in favor of any third party, including, without
limitation, Contingent Obligations.

                 (b)      The Issuer has not engaged in any activities since
its formation (other than those incidental to its formation and other
appropriate actions including the proposed purchase of the SUBI
Certificates, the authorization and the issue of the initial Series of
Notes, the execution of the Transaction Documents to which it is a party
and the performance of the activities referred to in or contemplated by
such agreements).

                 Section 7.16.  Compliance with Contractual Obligations
and Laws.

                 The Issuer is not (i) in violation of the LLC Agreement,
(ii) in violation of any Requirement of Law to which it or its property
or assets may be subject or (iii) in violation of any Contractual
Obligation with respect to the Issuer.




                                   -32-

<PAGE>

                 Section 7.17.  Other Representations.

                 All representations and warranties of the Issuer made in
each Transaction Document to which it is a party are true and correct and
are repeated herein as though fully set forth herein.


                                ARTICLE 8.

                                COVENANTS

                 Section 8.1.  Payment of Investor Notes.

                 The Issuer shall pay the principal of (and premium, if
any) and interest on the Investor Notes pursuant to the provisions of
this Indenture and any applicable Indenture Supplement.  Principal and
interest shall be considered paid on the date due if the Paying Agent
holds on that date money designated for and sufficient to pay all
principal and interest then due.

                 Section 8.2.  Maintenance of Office or Agency.

                 The Issuer will maintain in The City of New York, an
office or agency where Investor Notes may be surrendered for registration
of transfer or exchange.  The Issuer hereby initially appoints the
Transfer Agent and Registrar to serve as its agent for the foregoing
purposes.  The Issuer will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such
office or agency.  If at any time the Issuer shall fail to maintain any
such office or agency or shall fail to furnish the Indenture Trustee with
the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices
and demands.

                 The Issuer may also from time to time designate one or
more other offices or agencies where the Investor Notes may be presented
or surrendered for any or all such purposes and may from time to time
rescind such designations.  The Issuer will give prompt written notice to
the Indenture Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

                 The Issuer hereby designates the Corporate Trust Office
of the Indenture Trustee as one such office or agency of the Issuer.

                 Section 8.3.  Payment of Obligations.

                 The Issuer will pay and discharge, at or before
maturity, all of its respective material obligations and liabilities,
including, without limitation, tax liabilities and other governmental
claims, except where the same may be contested in good faith by
appropriate proceedings, and will maintain, in accordance with GAAP,
reserves as appropriate for the accrual of any of the same.

                                   -33-

<PAGE>

                 Section 8.4.  Conduct of Business and Maintenance of
Existence.

                 The Issuer will keep in full effect its existence,
rights and franchises as a limited liability company under the laws of
the State of Delaware and will obtain and preserve its 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 this Indenture, the Investor Notes and any
instrument or agreement included in the Issuer Assets.

                 Section 8.5.  Compliance with Laws.

                 The Issuer will comply in all respects with all
Requirements of Law and all applicable laws, ordinances, rules,
regulations, and requirements of Governmental Authorities (including,
without limitation, ERISA and the rules and regulations thereunder)
except where the necessity of compliance therewith is contested in good
faith by appropriate proceedings and where such noncompliance would not
materially and adversely affect the condition, financial or otherwise,
operations, performance, properties or prospects of the Issuer or its
ability to carry out the transactions contemplated in this Indenture and
each other Transaction Document; provided, however, such noncompliance
will not result in a Lien (other than a Permitted Lien) on any Issuer
Asset.

                 Section 8.6.  Inspection of Property, Books and Records.

                 The Issuer will keep proper books of record and account
in which full, true and correct entries shall be made of all dealings and
transactions in relation to the Issuer Assets and its business activities
in accordance with GAAP; and will permit the Indenture Trustee to visit
and inspect any of its properties, to examine and make abstracts from any
of its books and records and to discuss its affairs, finances and
accounts with its officers, directors, employees and independent public
accountants, all at such reasonable times upon reasonable notice and as
often as may reasonably be requested.

                 Section 8.7.  Compliance with Transaction Documents;
Issuer Assets.

                 (a)      The Issuer will not take any action and will use
its best efforts not to permit any action to be taken by others that
would release any Person from any of such Person's covenants or
obligations under any instrument or agreement included in the Issuer
Assets or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly
provided in this Indenture, any other Transaction Document or such other
instrument or agreement.



                                   -34-

<PAGE>

                 (b)      Promptly upon becoming aware of any default
under any Transaction Document, the Issuer shall give the Indenture
Trustee and the Rating Agencies notice thereof.

                 (c)      The Issuer will punctually perform and observe all
of its obligations and agreements contained in this Indenture, the other
Transaction Documents and in the instruments and agreements included in
the Issuer Assets, including but not limited to preparing (or causing to
be prepared) and filing (or causing to be filed) all UCC financing
statements and continuation statements required to be filed by the terms
of this Indenture and the Transfer Agreement in accordance with and
within the time periods provided for herein and therein.

                 (d)      Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the
rights of the Indenture Trustee hereunder, the Issuer agrees that, unless
such action is specifically permitted hereunder or under the other
Transaction Documents, it will not, without the prior written consent of
the Indenture Trustee or the Holders of a Majority in Interest of each
Series of Outstanding Notes, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any of the Issuer
Assets, including any of the Transaction Documents, or waive timely
performance or observance by SPV under the Transfer Agreement or the
Origination Trust, VMS or the Servicer under the Origination Trust
Documents. Upon the occurrence of a Servicer Termination Event, the
Issuer will not, without the prior written consent of the Indenture
Trustee or the Holders of a Majority in Interest of each Series of
Outstanding Notes, terminate the Servicer and appoint a successor
Servicer in accordance with the Servicing Agreement and will terminate
the Servicer and appoint a successor Servicer in accordance with the
Servicing Agreement if so directed by the Indenture Trustee or the
Holders of a Majority in Interest of each Series of Outstanding Notes.

                 (e)      The Issuer may contract with other Persons to
assist it in performing its duties under this Indenture, and any
performance of such duties by a Person identified to the Indenture
Trustee in an Officer's Certificate of the Issuer shall be deemed to be
action taken by the Issuer.  Initially, the Issuer has contracted with
the Administrator to assist the Issuer in performing its duties under
this Indenture.

                 Section 8.8.  Notice of Defaults.

                 Promptly upon becoming aware of any Potential
Amortization Event, Amortization Event, Potential Termination Event,
Termination Event, Servicer Termination Event, Event of Default or
Default under any of the Transaction Documents, the Issuer shall give the
Indenture Trustee and the Rating Agencies written notice thereof,
together with an Officer's Certificate, setting forth the details thereof
and any action with respect thereto taken or contemplated to be taken by
the Issuer.


                                   -35-

<PAGE>

                 Section 8.9.  Notice of Material Proceedings.

                 Promptly upon becoming aware thereof, the Issuer shall
give the Indenture Trustee and the Rating Agencies written notice of the
commencement or existence of any proceeding by or before 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 this
Indenture or under any other Transaction Document to which it is a party.

                 Section 8.10.  Further Requests.

                 The Issuer will promptly furnish to the Indenture
Trustee and the Rating Agencies such other information as, and in such
form as, the Indenture Trustee or the Rating Agencies may reasonably
request in connection with the transactions contemplated hereby.

                 Section 8.11.  Protection of Issuer Assets.

                 The Issuer will from time to time prepare (or shall
cause to be prepared), execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and
will take such other action necessary or advisable to:

                 (a)      maintain or preserve the lien and security interest
         (and the priority thereof) of this Indenture or carry out more
         effectively the purposes hereof;

                 (b)      perfect, publish notice of or protect the validity
         of the lien and security interest created by this Indenture;

                 (c)      enforce the rights of the Indenture Trustee and the
         Noteholders in any of the Issuer Assets; or

                 (d)      preserve and defend title to the Issuer Assets and
         the rights of the Indenture Trustee and the Noteholders in such
         Issuer Assets against the claims of all persons and parties.

                 The Issuer hereby designates the Indenture Trustee its
agent and attorney-in-fact to execute any financing statement,
continuation statement or other instrument required to be filed by the
Indenture Trustee pursuant to this Section.

                 Section 8.12.  Annual Opinion of Counsel.

                 On or before March 31 of each calendar year, commencing
with March 31, 2000, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-
recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and with respect to the

                                   -36-

<PAGE>

execution and filing of any financing statements and continuation
statements as are necessary to maintain the perfection of the lien and
security interest created by this Indenture and reciting the details of
such action or stating that in the opinion of such counsel no such action
is necessary to maintain the perfection of such lien and security
interest.  Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution
and filing of any financing statements and continuation statements that
will, in the opinion of such counsel, be required to maintain the
perfection of the lien and security interest of this Indenture until
March 31 in the following calendar year.

                 Section 8.13.  Liens.

                 The Issuer will not create, incur, assume or permit to
exist any Lien upon any of the Issuer Assets (including the Collateral),
other than Permitted Liens.

                 Section 8.14.  Other Indebtedness.

                 The Issuer will not create, assume, incur, suffer to
exist or otherwise become or remain liable in respect of any Indebtedness
other than (i) Indebtedness hereunder and (ii) Indebtedness permitted
under any other Transaction Document.

                 Section 8.15.  Mergers.

                 The Issuer will not merge or consolidate with or into
any other Person.

                 Section 8.16.  Sales of Issuer Assets.

                 The Issuer will not sell, lease, transfer, liquidate or
otherwise dispose of any Issuer Assets, except as contemplated by the
Transaction Documents unless directed to do so by the Indenture Trustee.

                 Section 8.17.  Acquisition of Assets.

                 The Issuer will not acquire, by long-term or operating
lease or otherwise, any assets except in accordance with the terms of the
Transaction Documents.

                 Section 8.18.  Distributions.

                 The Issuer will not declare any dividends on any of the
Membership Interests or make any purchase, redemption or other
acquisition of, any of the Membership Interests, other than as provided
in the Transaction Documents.  The Issuer will not redeem any Preferred
Membership Interests if any such redemption would result in the
occurrence of an Amortization Event with respect to any Series of
Investor Notes Outstanding.


                                   -37-

<PAGE>

                 Section 8.19.  Name; Principal Office.

                 The Issuer will neither (a) change the location of its
chief executive office or principal place of business (within the meaning
of the applicable UCC) without sixty (60) days' prior written notice to
the Indenture Trustee nor (b) change its name without prior written
notice to the Indenture Trustee sufficient to allow the Indenture Trustee
to execute all filings prepared by the Issuer (including filings of
financing statements on form UCC-1) and recordings necessary to maintain
the perfection of the interest of the Indenture Trustee on behalf of the
Noteholders in the Collateral pursuant to this Indenture.  In the event
that the Issuer desires to so change its office or change its name, the
Issuer will make any required filings and prior to actually changing its
office or its name the Issuer will deliver to the Indenture Trustee (i)
an Officer's Certificate and (except with respect to a change of the
location of the Issuer's chief executive office or principal place of
business to a new location in the same county) an Opinion of Counsel
confirming that all required filings have been made to continue the
perfected interest of the Indenture Trustee on behalf of the Noteholders
in the Collateral in respect of the new office or new name of the Issuer
and (ii) copies of all such required filings with the filing information
duly noted thereon by the office in which such filings were made.

                 Section 8.20.  Organizational Documents.

                 The Issuer will not amend the LLC Agreement unless,
prior to such amendment, each Rating Agency confirms that after such
amendment the Rating Agency  Condition will be met.

                 Section 8.21.  Investments.

                 The Issuer will not make, incur, or suffer to exist any
loan, advance, extension of credit or other investment in any Person
other than in accordance with the Transaction Documents and, in addition,
without limiting the generality of the foregoing, the Issuer will not
cause the Indenture Trustee to make any Permitted Investments on the
Issuer's behalf that would have the effect of causing the Issuer to be an
"investment company" within the meaning of the Investment Company Act.

                 Section 8.22.  No Other Agreements.

                 The Issuer will not enter into or be a party to any
agreement or instrument other than any Transaction Document or documents
and agreements incidental thereto.

                 Section 8.23.  Other Business.

                 The Issuer will not engage in any business or enterprise
or enter into any transaction other than acquiring the SUBI Certificates
pursuant to the Transfer Agreement, funding such acquisitions through the
issuance and sale of the Investor Notes, issuing the Membership Interests
pursuant to the LLC Agreement, incurring and paying ordinary course


                                   -38-

<PAGE>

operating expenses and other activities related to or incidental to any
of the foregoing.

                 Section 8.24.  Maintenance of Separate Existence.

                 The Issuer will do all things necessary to continue to
be readily distinguishable from VMS, ARAC and the Affiliates of each of
the foregoing and maintain its existence separate and apart from that of
VMS, ARAC and the Affiliates of each of the foregoing including, without
limitation:

                 (i)      practicing and adhering to organizational
         formalities, such as maintaining appropriate books and records;

                 (ii)     observing all organizational formalities in
         connection with all dealings between itself and VMS, ARAC and
         the Affiliates of each of the foregoing or any other
         unaffiliated entity;

                 (iii)    observing all procedures required by its
         certificate of formation and the LLC Agreement and the laws of
         the State of Delaware;

                 (iv)     acting solely in its name and through its duly
         authorized officers or agents in the conduct of its businesses;

                 (v)      managing its business and affairs by or under
         the direction of the Managers;

                 (vi)     ensuring that its Authorized Officers duly
         authorize all of its actions;

                 (vii)    ensuring the receipt of proper authorization,
         when necessary, in accordance with the terms of the LLC
         Agreement for its actions;

                 (viii)   owning or leasing (including through shared
         arrangements with Affiliates) all office furniture and equipment
         necessary to operate its business;

                 (ix)     maintaining at least one Manager who is an
         Independent Manager;

                 (x)      not (A) having or incurring any indebtedness to
         VMS, ARAC or any Affiliates of VMS or ARAC; (B) guaranteeing or
         otherwise becoming liable for any obligations of VMS, ARAC or
         any Affiliates of VMS or ARAC; (C) having obligations guaranteed
         by VMS, ARAC or any Affiliates of VMS or ARAC; (D) holding
         itself out as responsible for debts of VMS, ARAC or any
         Affiliates of VMS or ARAC or for decisions or actions with
         respect to the affairs of VMS, ARAC or any Affiliates of VMS or
         ARAC;  (E) operating or purporting to operate as an integrated,
         single economic unit with respect to VMS or ARAC or any

                                   -39-

<PAGE>

         Affiliates of VMS or ARAC or any other unaffiliated entity; (F)
         seeking to obtain credit or incur any obligation to any third
         party based upon the assets of VMS or ARAC or any Affiliates of
         VMS or ARAC or any other unaffiliated entity; (G) induce any
         such third party to reasonably rely on the creditworthiness of
         VMS or ARAC or any Affiliates of VMS or ARAC or any other
         unaffiliated entity; and (H) being directly or indirectly named
         as a direct or contingent beneficiary or loss payee on any
         insurance policy of VMS, ARAC or any Affiliates of VMS or ARAC
         other than as required by the Transaction Documents with respect
         to insurance on the Leased Vehicles;

                 (xi)     other than as provided in the Transaction
         Documents, maintaining its deposit and other bank accounts and
         all of its assets separate from those of any other Person;

                 (xii)    maintaining its financial records separate and
         apart from those of any other Person;

                 (xiii)   not suggesting in any way, within its financial
         statements, that its assets are available to pay the claims of
         creditors of VMS, ARAC, any Affiliates of VMS or ARAC or any
         other affiliated or unaffiliated entity;

                 (xiv)    compensating all its employees, officers,
         consultants and agents for services provided to it by such
         Persons out of its own funds or reimbursing any of its
         Affiliates in respect of amounts paid by such Affiliates for
         such services;

                 (xv)     maintaining office space separate and apart
         from that of VMS or ARAC or any Affiliates of VMS or ARAC (even
         if such office space is subleased from or is on or near premises
         occupied by VMS, ARAC or any Affiliates of VMS or ARAC) and a
         telephone number separate and apart from that of VMS or ARAC or
         any Affiliates of VMS or ARAC;

                 (xvi)    conducting all oral and written communications,
         including, without limitation, letters, invoices, purchase
         orders, contracts, statements, and applications solely in its
         own name;

                 (xvii)   having separate stationery from VMS, ARAC, any
         Affiliates of VMS or ARAC or any other unaffiliated entity;

                 (xviii)  accounting for and managing all of its
         liabilities separately from those of VMS, ARAC or any Affiliates
         of VMS or ARAC;

                 (xix)    allocating, on an arm's length basis, all
         shared corporate operating services, leases and expenses,
         including, without limitation, those associated with the
         services of shared consultants and agents and shared computer

                                   -40-

<PAGE>

         and other office equipment and software; and otherwise
         maintaining an arm's-length relationship with each of VMS, ARAC,
         any Affiliates of VMS or ARAC or any other unaffiliated entity;

                 (xx)     refraining from filing or otherwise initiating
         or supporting the filing of a motion in any bankruptcy or other
         insolvency proceeding involving VMS, ARAC or any Affiliate of
         VMS or ARAC to substantively consolidate VMS, ARAC or any
         Affiliate of VMS or ARAC with the Issuer;

                 (xxi)    remaining solvent; and

                 (xxii)   conducting all of its business (whether written
         or oral) solely in its own name so as not to mislead others as
         to the identity of each of the Issuer, SPV, VMS, ARAC and any
         Affiliates of VMS or ARAC.

                 Section 8.25.  Use of Proceeds of Investor Notes.

                 The Issuer shall use the net proceeds of each Series of
Investor Notes in accordance with the provisions of the related Indenture
Supplement.

                 Section 8.26.  No ERISA Plan.

                 The Issuer will not establish or maintain or contribute
to any Pension Plan that is covered by Title IV of ERISA.


                                ARTICLE 9.

                                 REMEDIES

                 Section 9.1.  Events of Default.

                 "Event of Default", wherever used herein, with respect
to any Series of Investor Notes, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                 (a)      default in the payment of any interest on any
         Investor Note of any Series when the same becomes due and
         payable, and such default shall continue for a period of five
         Business Days;

                 (b)      default in the payment of the principal of any
         Investor Note of any Series on the Series Termination Date with
         respect to such Series;

                 (c)      default in the observance or performance of any
         covenant or agreement of the Issuer made in this Indenture

                                   -41-

<PAGE>

         (other than a covenant or agreement, a default in the observance
         or performance of which is elsewhere in this Section
         specifically dealt with) which default materially and adversely
         affects the rights of the Investor Noteholders of such Series,
         and which default shall continue or not be cured for a period of
         30 days (or for such longer period, not in excess of 60 days, as
         may be reasonably necessary to remedy such default; provided
         that such default is capable of remedy within 60 days or less
         and the Issuer delivers an Officer's Certificate to the
         Indenture Trustee to the effect that the Issuer has commenced,
         or will promptly commence and diligently pursue, all reasonable
         efforts to remedy such default) after there shall have been
         given, by registered or certified mail, to the Issuer by the
         Indenture Trustee or to the Issuer and the Indenture Trustee by
         Investor Noteholders of such Series holding Investor Notes
         evidencing at least 25% of the Invested Amount of each Class of
         Investor Notes of such Series, a written notice specifying such
         default and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder;

                 (d)      the Issuer at any time receives a final
         determination that it will be treated as an association taxable
         as a corporation for federal income tax purposes;

                 (e)      the Securities and Exchange Commission or other
         regulatory body having jurisdiction reaches a final
         determination that the Issuer is an "investment company" within
         the meaning of the Investment Company Act; or

                 (f)      an Insolvency Event shall have occurred with
         respect to the Issuer.

                 Section 9.2.  Acceleration of Maturity; Rescission and
Annulment.

                 If an Event of Default referred to in clause (f) of
Section 9.2 has occurred, the unpaid principal amount of all Series of
Investor Notes, together with interest accrued but unpaid thereon, and
all other amounts due to the Investor Noteholders under this Indenture,
shall immediately and without further act become due and payable.  If an
Event of Default referred to in clause (a),  (b), (d) or (e) of Section
9.1 has occurred, then the Indenture Trustee or the Holders of a Majority
in Interest of each Series of Outstanding Investor Notes may declare all
of the Investor Notes to be immediately due and payable, by a notice in
writing to the Issuer (and to the Indenture Trustee if given by the
Investor Noteholders), and upon any such declaration the unpaid principal
amount of the Investor Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due
and payable. If an Event of Default referred to in clause (c) of Section
9.1 shall occur and be continuing with respect to any Series of Investor
Notes, then and in every such case the Indenture Trustee or Holders of a
Majority in Interest of such Series of Investor Notes may declare all the
Investor Notes of such Series to be immediately due and payable, by a

                                   -42-

<PAGE>

notice in writing to the Issuer (and to the Indenture Trustee if given by
the Investor Noteholders), and upon any such declaration the unpaid
principal amount of such Investor Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become
immediately due and payable.

                 At any time after such declaration of acceleration of
maturity has been made with respect to the Investor Notes (or a
particular Series of Investor Notes) and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article 9, provided, the Holders of a Majority in
Interest of each Series of Outstanding Investor Notes (or, in the case of
the acceleration of a particular Series of Investor Notes, the Holders of
a Majority in Interest of the Investor Notes of such Series), by written
notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences; provided, that, no such rescission
shall affect any subsequent default or impair any right consequent
thereto.

                 Section 9.3.  Collection of Indebtedness and Suits for
Enforcement by the Indenture Trustee.

                 (a)      The Issuer covenants that if (i) default is made in
the payment of any interest on any Investor Note when the same becomes
due and payable, and such default continues for a period of five Business
Days or (ii) default is made in the payment of the principal of any
Investor Note when the same becomes due and payable, by acceleration or
at stated maturity, the Issuer will, upon demand of the Indenture
Trustee, pay to it, for the benefit of the Holders of such Investor
Notes, the whole amount then due and payable on such Investor Notes for
principal and interest, with interest upon the overdue principal, and, to
the extent payment at such rate of interest shall be legally enforceable,
upon overdue installments of interest, at the Note Rate borne by the
Investor Notes, and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel.

                 (b)      In case the Issuer shall fail forthwith to pay
such amounts upon such demand, the Indenture Trustee, in its own name and
as trustee of an express trust, may institute a proceeding for the
collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon such Investor Notes and collect in the
manner provided by law out of the property of the Issuer or other obligor
upon such Investor Notes, wherever situated, the moneys adjudged or
decreed to be payable.

                 (c)      If an Event of Default occurs and is continuing,
the Indenture Trustee may, as more particularly provided in Section 9.4,
in its discretion, proceed to protect and enforce its rights and the
rights of the Investor Noteholders, by such appropriate proceedings as
the Indenture Trustee shall deem most effective to protect and enforce

                                   -43-

<PAGE>

any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by
law.

                 (d)      In case there shall be pending, relative to the
Issuer or any other obligor upon the Investor Notes or any Person having
or claiming an ownership interest in the Issuer Assets, proceedings under
the Bankruptcy Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the
Issuer or its property or such other obligor or Person, or in the case of
any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Investor Notes, or to the creditors or property of the
Issuer or such other obligor, the Indenture Trustee, irrespective of
whether the principal of any Investor Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of
whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

                 (i)      to file and prove a claim or claims for the whole
         amount of principal and interest owing and unpaid in respect of
         the Investor Notes and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Indenture Trustee (including any claim for reasonable
         compensation to the Indenture Trustee and each predecessor
         Indenture Trustee, and their respective agents, attorneys and
         counsel, and for reimbursement of all expenses and liabilities
         incurred, and all advances made, by the Indenture Trustee and
         each predecessor Indenture Trustee, except as a result of
         negligence, bad faith or willful misconduct) and of the Investor
         Noteholders allowed in such proceedings;

                 (ii)      unless prohibited by applicable law and
         regulations, to vote on behalf of the Holders of the Investor
         Notes in any election of a trustee, a standby trustee or person
         performing similar functions in any such proceedings;

                 (iii)      to collect and receive any moneys or other
         property payable or deliverable on any such claims and to
         distribute all amounts received with respect to the claims of
         the Investor Noteholders and of the Indenture Trustee on their
         behalf; and

                 (iv)      to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the
         claims of the Indenture Trustee or the Holders of the Investor
         Notes allowed in any judicial proceedings relative to the
         Issuer, its creditors and its property;


                                   -44-

<PAGE>

and any trustee, receiver, liquidator, custodian or other similar
official in any such proceeding is hereby authorized by each of such
Investor Noteholders to make payments to the Indenture Trustee, and, in
the event that the Indenture Trustee shall consent to the making of
payments directly to such Investor Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and each predecessor Indenture Trustee except as a
result of negligence or bad faith.

                 (e)      Nothing herein contained shall be deemed to
authorize the Indenture Trustee to authorize or consent to or vote for or
accept or adopt on behalf of any Investor Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the
Investor Notes or the rights of any Holder thereof or to authorize the
Indenture Trustee to vote in respect of the claim of any Investor
Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

                 (f)      All rights of action and of asserting claims
under this Indenture, or under any of the Investor Notes, may be enforced
by the Indenture Trustee without the possession of any of the Investor
Notes or the production thereof in any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the
Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of
the expenses, disbursements and compensation of the Indenture Trustee,
each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the
Investor Notes.

                 (g)      In any proceedings brought by the Indenture
Trustee (and also any proceedings involving the interpretation of any
provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Holders
of the Investor Notes, and it shall not be necessary to make any Investor
Noteholder a party to any such proceedings.

                 Section 9.4.  Remedies; Priorities.

                 (a)      If an Event of Default shall have occurred and be
continuing with respect to any Series of Outstanding Investor Notes and
such Series of Investor Notes has been accelerated under Section 9.4, the
Indenture Trustee may institute proceedings to enforce the obligations of
the Issuer hereunder in its own name and as trustee of an express trust
for the collection of all amounts then payable on the Investor Notes of
such Series or under this Indenture with respect thereto, whether by
declaration or otherwise, enforce any judgment obtained, and collect from
the Issuer and any other obligor upon such Investor Notes moneys adjudged
due.


                                   -45-

<PAGE>

                 (b)      If an Event of Default shall have occurred and be
continuing with respect to all Series of Outstanding Investor Notes and
all Series of Outstanding Investor Notes have been accelerated under
Section 9.2, the Indenture Trustee (subject to Section 9.5) may do one or
more of the following:

                 (i)      institute proceedings from time to time for the
         complete or partial foreclosure of this Indenture with respect
         to the Issuer Assets;

                 (ii)     exercise any remedies of a secured party under
         the UCC and take any other appropriate action to protect and
         enforce the rights and remedies of the Indenture Trustee and the
         Holders of the Investor Notes; and

                 (iii)    in the case of an Event of Default referred to
         in clause (a) or (b) of Section 9.1, sell the Issuer Assets or
         any portion thereof or rights or interest therein, at one or
         more public or private sales called and conducted in any manner
         permitted by law;

provided that the Indenture Trustee may not sell or otherwise liquidate
the Issuer Assets following an Event of Default referred to in clause (a)
or (b) of Section 9.1, unless (A) the Holders of Investor Notes
representing 100% of the Aggregate Invested Amount consent thereto, (B)
the proceeds of such sale or liquidation distributable to the Investor
Noteholders are sufficient to discharge in full all amounts then due and
unpaid upon the Investor Notes for principal and interest, or (C) (1) the
Indenture Trustee determines that the Issuer Assets will not continue to
provide sufficient funds for the payment of principal of and interest on
the Investor Notes as they would have become due if the Investor Notes
had not been declared due and payable and (2) the Indenture Trustee
obtains the consent of a Majority in Interest of the Holders of each
Series of Outstanding Investor Notes.  In determining such sufficiency or
insufficiency with respect to clause (B) and (C), the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the
Issuer Assets for such purpose.

                 (c)      If the Indenture Trustee collects any money or
property pursuant to this Article 9, such money or property shall be held
by the Indenture Trustee as additional collateral hereunder and the
Indenture Trustee shall pay out such money or property in the following
order:

                 FIRST:  to the Indenture Trustee for amounts due under
         Section 10.6; and

                 SECOND:  to the Collection Account for distribution in
         accordance with the provisions of Article 5.



                                   -46-

<PAGE>

                 Section 9.5.  Optional Preservation of the Issuer
Assets.

                 If the Investor Notes of each Series Outstanding have
been declared to be due and payable under Section 9.2 following an Event
of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Issuer Assets.  It is the desire of the
parties hereto and the Investor Noteholders that there be at all times
sufficient funds for the payment of principal of and interest on the
Investor Notes, and the Indenture Trustee shall take such desire into
account when determining whether to maintain possession of the Issuer
Assets.  In determining whether to maintain possession of the Issuer
Assets, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as
to the sufficiency of the Issuer Assets for such purpose.  Nothing
contained in this Section 9.5 shall be construed to require the Indenture
Trustee to preserve the Issuer Assets securing the Issuer Obligations if
prohibited by applicable law or if the Indenture Trustee is authorized,
directed or permitted to liquidate the Issuer Assets pursuant to Section
9.4(b).

                 Section 9.6.  Performance and Enforcement of Certain
Obligations.

                 (a)      Promptly following a request from the Indenture
Trustee to do so and at the Administrator's expense, the Issuer agrees to
take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by SPV, the Origination
Trust and the Servicer, as applicable, of each of their respective
obligations to the Issuer under or in connection with the Transfer
Agreement and the Origination Trust Documents, respectively, in
accordance with their respective terms, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Transaction Documents to the extent and
in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of SPV, the Origination
Trust or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by
SPV, the Origination Trust or the Servicer of each of their respective
obligations thereunder.

                 (b)      If an Event of Default has occurred and is
continuing with respect to any Series of Outstanding Investor Notes, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing) of the Holders of a Majority in Interest of such Series of
Outstanding Investor Notes (or, if an Event of Default with respect to
more than one Series of Investor Notes has occurred, a Majority in
Interest of each Series of Investor Notes with respect to which an Event
of Default shall have occurred) shall exercise all rights, remedies,
powers, privileges and claims of the Issuer against SPV, the Origination
Trust or the Servicer under or in connection with the Transfer Agreement

                                   -47-

<PAGE>

and the Origination Trust Documents, including the right or power to take
any action to compel or secure performance or observance by SPV, the
Origination Trust or the Servicer of each of their respective obligations
to the Issuer thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Transfer Agreement and
the Origination Trust Documents, and any right of the Issuer to take such
action shall be suspended; provided that, if an Event of Default has
occurred and is continuing with respect to less than all Series of
Outstanding Investor Notes, the Indenture Trustee may not take any action
hereunder that is detrimental to the rights of the Holders of the
Investor Notes with respect to which no Event of Default shall have
occurred.

                 Section 9.7.  Limitation on Suits.

                 No Holder of any Investor Note shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

                 (a)      such Holder has previously given written notice to
         the Indenture Trustee of a continuing Event of Default;

                 (b)      Holders of each Series of Outstanding Investor
         Notes holding Investor Notes evidencing at least 25% of each
         Class of Investor Notes of such Series have made written request
         to the Indenture Trustee to institute such proceeding in respect
         of such Event of Default in its own name as the Indenture
         Trustee hereunder;

                 (c)      such Holder or Holders have offered to the
         Indenture Trustee indemnity reasonably satisfactory to it
         against the costs, expenses and liabilities to be incurred in
         complying with such request;

                 (d)      the Indenture Trustee for 60 days after its receipt
         of such notice, request and offer of indemnity has failed to
         institute such proceedings; and

                 (e)      no direction inconsistent with such written request
         has been given to the Indenture Trustee during such 60-day
         period by the Holders of a Majority in Interest of each Series
         of Outstanding Investor Notes;

it being understood and intended that no one or more Holders of the
Investor Notes shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of the Investor Notes or to
obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided.



                                   -48-

<PAGE>

                 In the event the Indenture Trustee shall receive
conflicting or inconsistent requests and indemnity from two or more
groups of Holders of  Investor Notes, each representing less than a
Majority in Interest of each Series of Outstanding Investor Notes, the
Indenture Trustee shall act at the direction of the group of Holders of
Investor Notes with the greater amount of Investor Notes, however, should
the Indenture Trustee receive conflicting or inconsistent requests on
indemnity from two or more groups of Holders with an equal amount of
Investor Notes the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions
of this Indenture.

                 Section 9.8.  Unconditional Rights of Investor
Noteholders to Receive Principal and Interest.

                 Notwithstanding any other provisions in this Indenture,
the Holder of any Investor Note shall have the right, which is absolute
and unconditional, to receive payment of the principal of and interest,
if any, on such Investor Note on or after the respective due dates thereof
expressed in such Investor Note or in this Indenture and to institute suit
for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.

                 Section 9.9.  Restoration of Rights and Remedies.

                 If the Indenture Trustee or any Investor Noteholder has
instituted any Proceeding to enforce any right or remedy under this
Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Indenture Trustee or to
such Investor Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Investor Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Investor Noteholders shall
continue as though no such Proceeding had been instituted.

                 Section 9.10.  Rights and Remedies Cumulative.

                 No right or remedy herein conferred upon or reserved to
the Indenture Trustee or to the Investor Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                 Section 9.11.  Delay or Omission Not a Waiver.

                 No delay or omission of the Indenture Trustee or any
Holder of any Investor Note to exercise any right or remedy accruing upon
any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an
acquiescence therein.  Every right and remedy given by this Article 9 or

                                   -49-

<PAGE>

by law to the Indenture Trustee or to the Investor Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the  Investor Noteholders, as the case may
be.

                 Section 9.12.  Control by Investor Noteholders.

                 The Holders of a Majority in Interest of each Series of
Outstanding Investor Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Indenture Trustee with respect to the Investor Notes or exercising
any trust or power conferred on the Indenture Trustee; provided that

                 (a)      such direction shall not be in conflict with any
         rule of law or with this Indenture;

                 (b)      if an Event of Default is with respect to less than
         all Series of Outstanding Investor Notes, then the Indenture
         Trustee's rights and remedies shall be limited to the rights and
         remedies pertaining only to those Series of Investor Notes with
         respect to which such Event of Default has occurred and the
         Indenture Trustee shall exercise such rights and remedies at the
         direction of the Holders of a Majority in Interest of all such
         Series of Investor Notes;

                 (c)      subject to the express terms of Section 9.4, any
         direction to the Indenture Trustee to sell or liquidate the
         Issuer Assets shall be by the Holders of Investor Notes
         representing not less than 100% of the Aggregate Invested
         Amount;

                 (d)      if the conditions set forth in Section 9.5 have
         been satisfied and the Indenture Trustee elects to retain the
         Issuer Assets pursuant to such Section, then any direction to
         the Indenture Trustee by Holders of Investor Notes representing
         less than 100% of the Aggregate Invested Amount to sell or
         liquidate the Issuer Assets shall be of no force and effect;

                 (e)      the Indenture Trustee may take any other action
         deemed proper by the Indenture Trustee that is not inconsistent
         with such direction; and

                 (f)      such direction shall be in writing;

provided, further, that, subject to Section 10.1, the Indenture Trustee
need not take any action that it determines might involve it in liability
or might materially adversely affect the rights of any Investor
Noteholders not consenting to such action.






                                   -50-

<PAGE>

                 Section 9.13.  Waiver of Past Defaults.

                 Prior to the declaration of the acceleration of the
maturity of the Investor Notes of any Series as provided in Section 9.2,
the Holders of the Investor Notes of not less than a Majority in Interest
of such Series of Outstanding Investor Notes may, on behalf of all such
Holders, waive any past Default or Event of Default and its consequences
except a Default (a) in payment of principal of or interest on any of the
Investor Notes or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each
Investor Note.  In the case of any such waiver, the Issuer, the Indenture
Trustee and the Holders of the Investor Notes of such Outstanding Series
shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

                 Upon any such waiver, such Default shall cease to exist
and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not
to have occurred, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.  The Issuer shall give prompt
written notice of any waiver to the Rating Agencies.

                 Section 9.14.  Undertaking for Costs.  All parties to
this Indenture agree, and each Holder of any Investor Note by such
Holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the
Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such Proceeding of
an undertaking to pay the costs of such Proceeding, and that such court
may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such Proceeding, having
due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply
to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Investor Noteholder or group of Investor Noteholders,
in each case holding in the aggregate more than 10% of the Invested
Amount of any Series of Investor Notes, or (c) any suit instituted by any
Investor Noteholder for the enforcement of the payment of principal of or
interest on any Investor Note on or after the respective due dates
expressed in such Investor Note and in this Indenture.


                 Section 9.15.  Waiver of Stay or Extension Laws.

                 The Issuer covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead or in any
manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly

                                   -51-

<PAGE>

waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                 Section 9.16.  Action on Investor Notes.

                 The Indenture Trustee's right to seek and recover
judgment on the Investor Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief
under or with respect to this Indenture.  Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the
Investor Noteholders shall be impaired by the recovery of any judgment by
the Indenture Trustee against the Issuer or by the levy of any execution
under such judgment upon any portion of the Issuer Assets or upon any of
the assets of the Issuer.


                               ARTICLE 10.

                          THE INDENTURE TRUSTEE

                 Section 10.1.  Duties of the Indenture Trustee.

                 (a)      If an Amortization Event or Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

                 (b)      The Indenture Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Indenture Trustee which are
specifically required to be furnished pursuant to any provision of this
Indenture or any of the other Transaction Documents, shall examine them
to determine whether they substantially conform to the requirements of
this Indenture or such other Transaction Document, as the case may be;
provided, however, that the Indenture Trustee shall not be responsible
for the content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Servicer,
the Administrator or the Issuer hereunder.

                 (c)      Subject to subsection 10.1(a), no provision of
this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own negligent action, its own negligent failure to act
or its own bad faith or wilful misconduct; provided, however, that:

                 (i)      the Indenture Trustee shall not be liable for an
         error of judgment made in good faith by a Responsible Officer of
         the Indenture Trustee, unless it shall be proved that the
         Indenture Trustee was negligent in ascertaining the pertinent
         facts nor shall the Indenture Trustee be liable with respect to
         any action it takes or omits to take in good faith in accordance

                                   -52-

<PAGE>

         with this Indenture or in accordance with a direction received
         by it pursuant to Section 9.12;

                 (ii)     the Indenture Trustee shall not be charged with
         knowledge of any Event of Default unless a Responsible Officer
         of the Indenture Trustee obtains actual knowledge thereof or
         receives written notice thereof;

                 (iii)    the Indenture Trustee shall not be charged with
         knowledge of any failure by any Person to comply with its
         obligations under the Transaction Documents unless a Responsible
         Officer of the Indenture Trustee obtains actual knowledge of
         such failure or receives written notice thereof;

                 (iv)     prior to the occurrence of an Amortization Event
         or an Event of Default, and after the curing of all such
         Amortization Events or Events of Default which may have
         occurred, the duties and obligations of the Indenture Trustee
         shall be determined solely by the express provisions of this
         Indenture, the Indenture Trustee shall be obligated to perform
         only such duties and obligations as are specifically set forth
         in this Indenture and no implied covenants or obligations shall
         be read into this Indenture against the Indenture Trustee;

                 (v)      anything in this Indenture to the contrary
         notwithstanding, in no event shall the Indenture Trustee be
         liable for special, indirect or consequential loss or damage of
         any kind whatsoever (including but not limited to lost profits),
         even if the Indenture Trustee has been advised of the likelihood
         of such loss or damage and regardless of the form of action; and

                 (vi)     subject to the other provisions of this Indenture
         and without limiting the generality of this Section 10.01, the
         Indenture Trustee shall have no duty (A) to record, file, or
         deposit this Indenture, the Transaction Documents or any
         agreement referred to herein or therein or any financing
         statement or continuation statement evidencing a security
         interest, or to maintain any such recording or filing or
         depositing or to rerecord, refile, or redeposit any thereof, (B)
         to insure the Issuer Assets and (C) to pay or discharge any tax,
         assessment, or other governmental charge or any lien or
         encumbrance of any kind owing with respect to assessed or levied
         against, any part of the Collateral other than from funds
         available in the Collection Account.

                 (d)      The Indenture Trustee shall not be required to
expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it, and none of the provisions
contained in this Indenture shall in any event require the Indenture
Trustee to perform, or be responsible for the manner of performance of,

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<PAGE>

any of the obligations of any Person under any of the Transaction
Documents.

                 (e)      Except for actions expressly authorized by this
Indenture, the Indenture Trustee shall take no action reasonably likely
to impair the security interests created hereunder in any of the Issuer
Assets now existing or hereafter created or to impair the value of any of
the Issuer Assets now existing or hereafter created.

                 (f)      In the event that the Paying Agent or the
Transfer Agent and Registrar shall fail to perform any obligation, duty
or agreement in the manner or on the day required to be performed by the
Paying Agent or the Transfer Agent and Registrar, as the case may be,
under this Indenture, the Indenture Trustee shall be obligated promptly
to perform such obligation, duty or agreement in the manner so required.

                 Section 10.2.  Rights of the Indenture Trustee.

                 Except as otherwise provided by Section 10.1:

                 (a)      The Indenture Trustee may conclusively rely and
         shall be fully protected in acting or refraining from acting
         based upon any document believed by it to be genuine and to have
         been signed by or presented by the proper person.

                 (b)      The Indenture Trustee may consult with counsel
         of its selection and the written advice of such counsel or any
         Opinion of Counsel shall be full and complete authorization and
         protection from liability in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in
         reliance thereon.

                 (c)      The Indenture Trustee may act through agents,
         custodians and nominees and shall not be liable for any
         misconduct or negligence on the part of, or for the supervision
         of, any such agent, custodian or nominee so long as such agent,
         custodian or nominee is appointed with due care.

                 (d)      The Indenture Trustee shall not be liable for
         any action it takes or omits to take in good faith which it
         believes to be authorized or within its rights or powers
         conferred upon it by the Indenture; provided, that the Indenture
         Trustee's conduct does not constitute wilful misconduct,
         negligence or bad faith.
 .
                 (e)      Prior to the occurrence of an Event of Default
         and after the curing of all Events of Default that may have
         occurred, the Indenture Trustee shall be under no obligation to
         institute, conduct or defend any litigation hereunder or in
         relation hereto and shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, or other paper or document,

                                   -54-

<PAGE>

         unless requested in writing to do so by Holders of the Investor
         Notes evidencing not less than 25% of the Invested Amount of any
         Series of Investor Notes; provided, however, that if the payment
         within a reasonable time to the Indenture Trustee of the costs,
         expenses, or liabilities likely to be incurred by it in
         instituting, conducting or defending any litigation hereunder or
         in relation hereto or in the making of such investigation shall
         be, in the opinion of the Indenture Trustee, not reasonably
         assured to the Indenture Trustee by the security afforded to it
         by the terms of this Indenture, the Indenture Trustee may
         require reasonable indemnity against such cost, expense, or
         liability or payment of such expenses as a condition precedent
         to so proceeding.  The reasonable expense of every such
         examination shall be paid by the Issuer or by the Administrator
         at the direction of the Issuer or, if paid by the Indenture
         Trustee, shall be reimbursed by the Issuer or by the
         Administrator at the direction of the Issuer upon demand.

                 (f)      The Indenture Trustee shall not be liable for
         any losses or liquidation penalties in connection with Permitted
         Investments, unless such losses or liquidation penalties were
         incurred through the Indenture Trustee's own willful misconduct,
         negligence or bad faith.

                 (g)      The Indenture Trustee shall not be liable for
         the acts or omissions of any successor to the Indenture Trustee
         so long as such acts or omissions were not the result of the
         negligence, bad faith or willful misconduct of Chase.

                 (h)      The right of the Indenture Trustee to perform
         any discretionary act enumerated in this Indenture shall not be
         construed as a duty, and the Indenture Trustee shall not be
         answerable for other than its negligence or wilful misconduct in
         the performance of such act.

                 (i)      The Indenture Trustee shall not be required to
         give any bond or surety in respect of the execution of the Trust
         created hereby or the powers granted hereunder.

                 Section 10.3.  Indenture Trustee's Disclaimer.

                 The Indenture Trustee assumes no responsibility for the
correctness of the recitals contained herein and in the Investor Notes
(other than the certificate of authentication on the Investor Notes).
Except as set forth in Section 10.11, the Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Investor Notes (other than the certificate of authentication on the
Investor Notes) or of any of the Issuer Assets.  The Indenture Trustee
shall not be accountable for the use or application by the Issuer of any
of the Investor Notes or of the proceeds of such Investor Notes, or for
the use or application of any funds paid to the Issuer in respect of the
Issuer Assets.


                                   -55-

<PAGE>

                 Section 10.4.  Indenture Trustee May Own Investor Notes.

                 The Indenture Trustee in its individual or any other
capacity may become the owner or pledgee of Investor Notes with the same
rights as it would have if it were not the Indenture Trustee.

                 Section 10.5.  Notice of Defaults.

                 If a Default or an Event of Default or a Potential
Amortization Event or an Amortization Event occurs and is continuing and
if it is either actually known or written notice of the existence thereof
has been delivered to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice thereof within 45
days after such knowledge or notice occurs.  Except in the case of a
Default in accordance with the provisions of Section 313(c) of the TIA in
payment of principal of or interest on any Investor Note (including
payments pursuant to the mandatory redemption provisions of such Investor
Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interest of the Investor Noteholders.

                 Section 10.6.  Compensation.

                 The Issuer shall cause the Administrator pursuant to the
Administration Agreement to pay to the Indenture Trustee from time to
time reasonable compensation for its services.  The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee
of an express trust.  The Issuer shall cause the Administrator pursuant
to the Administration Agreement to reimburse the Indenture Trustee for
all reasonable out-of-pocket expenses incurred or made by it, 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 Issuer shall cause the Administrator
pursuant to the Administration Agreement 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 this trust and the performance of its duties hereunder.
The Indenture Trustee shall notify the Issuer and the Administrator
promptly of any claim for which it may seek indemnity; provided, however,
a failure by the Indenture Trustee to promptly notify the Issuer and the
Administrator of a claim for which it may seek indemnity shall not
relieve the Administrator from its obligation to indemnify the Indenture
Trustee.

                 The Administrator's payment obligations to the Indenture
Trustee pursuant to this Section 10.06 shall survive the resignation or
termination of the Indenture Trustee and the discharge of this Indenture.
When the Indenture Trustee incurs expenses after the occurrence of a
Default specified in Section 8.1(f) 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.

                                   -56-

<PAGE>

                 Section 10.7.  Eligibility Requirements for Indenture
Trustee.

                 The Indenture Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United
States or any state thereof authorized under such laws to exercise
corporate trust powers, having a long-term unsecured debt rating of at
least "Baa3" by Moody's and "BBB-" by Standard & Poor's having, in the
case of an entity that is subject to risk-based capital adequacy
requirements, risk-based capital of at least $50,000,000 or, in the case
of an entity that is not subject to risk-based capital adequacy
requirements, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority, and shall satisfy the requirements for a trustee set forth in
paragraph (a)(4)(i) of Rule 3a-7 under the Investment Company Act.  If
such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 10.7, the risk-
based capital or the combined capital and surplus of such corporation, as
the case may be, shall be deemed to be its risk-based capital or combined
capital and surplus as set forth in the most recent report of condition
so published.

                 If this Indenture is qualified under the TIA, the
Indenture Trustee shall at all times satisfy the requirements of TIA
Section 310(a) and the Indenture Trustee shall comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in the TIA Section 310(b)(1)
are met.

                 If at any time the Indenture Trustee ceases to be
eligible in accordance with the provisions of this Section 10.7, the
Indenture Trustee shall resign immediately in the manner and with the
effect specified in Section 10.8.

                 Section 10.8.  Resignation or Removal of Indenture
Trustee.

                 (a)  The Indenture Trustee may give notice of its intent
to resign at any time by so notifying the Issuer.  The Holders of a
Majority in Interest of each Series of Outstanding Investor Notes may
remove the Indenture Trustee by so notifying the Indenture Trustee and
may appoint a successor Indenture Trustee.  The Issuer shall remove the
Indenture Trustee if:

                   (i)    the Indenture Trustee fails to comply with
                          Section 10.7;

                  (ii)    the Indenture Trustee is adjudged bankrupt or
                          insolvent;

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<PAGE>

                 (iii)    a receiver or other public officer takes charge
                          of the Indenture Trustee or its property; or

                  (iv)    the Indenture Trustee otherwise becomes
                          incapable of acting.

                 (b)      If the Indenture Trustee gives notice of its
intent to resign or is removed or if a vacancy exists in the office of
the Indenture Trustee for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee.

                 (c)      A successor Indenture Trustee shall deliver a
written acceptance of its appointment to the retiring Indenture Trustee
and to the Issuer and thereupon the resignation or removal of the
Indenture Trustee shall become effective, and the successor Indenture
Trustee, without any further act, deed or conveyance shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to
Noteholders.  The retiring Indenture Trustee shall promptly transfer all
property held by it as the Indenture Trustee to the successor Indenture
Trustee.

                 (d)      If a successor Indenture Trustee does not take
office within 60 days after the retiring Indenture Trustee gives notice
of its intent to resign or is removed, the retiring Indenture Trustee,
the Issuer or the Holders of a Majority in Interest of each Series of
Outstanding Investor Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

                 (e)      If the Indenture Trustee fails to comply with
Section 10.7, any Investor Noteholder may petition any court of competent
jurisdiction for the removal of the Indenture Trustee and the appointment
of a successor Indenture Trustee.

                 (f)      Any resignation or removal of the Indenture
Trustee and appointment of a successor Indenture Trustee pursuant to any
of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee pursuant to
Section 10.8(c) and payment of all fees and expenses owed to the outgoing
Indenture Trustee.

                 (g)      Notwithstanding the resignation or removal of
the Indenture Trustee pursuant to this Section, the Issuer's and the
Administrator's obligations under Section 10.6 shall continue for the
benefit of the retiring Indenture Trustee.  The Indenture Trustee shall
not be liable for the acts or omissions of any successor Indenture
Trustee.

                 Section 10.9.  Successor Indenture Trustee by Merger.

                 If the Indenture Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust

                                   -58-

<PAGE>

business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act
shall be the successor Indenture Trustee.  The Indenture Trustee shall
provide the Issuer and the Rating Agencies written notice of any such
transaction.

                 In case at the time such successor or successors by
merger, conversion or consolidation to the Indenture Trustee shall
succeed to the trusts created by this Indenture any of the Investor Notes
shall have been authenticated but not delivered, any such successor to
the Indenture Trustee may adopt the certificate of authentication of any
predecessor Indenture Trustee, and deliver such Investor Notes so
authenticated; and in case at that time any of the Investor Notes shall
not have been authenticated, any successor Indenture Trustee may
authenticate such Investor Notes either in the name of any predecessor
Indenture Trustee hereunder or in the name of the successor Indenture
Trustee; and in all such cases such certificate of authentication shall
have the same full force as is provided anywhere in the Investor Notes or
in this Indenture with respect to the certificate of authentication of
the Indenture Trustee.

                 Section 10.10.  Appointment of Co-Indenture Trustee or
Separate Indenture Trustee.

                 (a)      Notwithstanding any other provisions of this
Indenture or any Indenture Supplement, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of
the Collateral may at the time be located, the Indenture Trustee shall
have the power and may execute and deliver all instruments to appoint one
or more persons to act as a co-Indenture Trustee or co-Indenture
Trustees, or separate Indenture Trustee or separate Indenture Trustees,
of all or any part of the Collateral, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders, such
title to the Collateral, or any part thereof, and, subject to the other
provisions of this Section 10.10, such powers, duties, obligations,
rights and trusts as the Indenture Trustee may consider necessary or
desirable.  No co-Indenture Trustee or separate Indenture Trustee
hereunder shall be required to meet the terms of eligibility as a
successor Indenture Trustee under Section 10.7 and no notice to Investor
Noteholders of the appointment of any co-Indenture Trustee or separate
Indenture Trustee shall be required under Section 10.8.  No co-Indenture
Trustee shall be appointed without the consent of the Issuer unless such
appointment is required as a matter of state law or to enable the
Indenture Trustee to perform its functions hereunder.

                 (b)      Every separate Indenture Trustee and
co-Indenture Trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:

                          (i)  The Investor Notes of each Series shall
                 be authenticated and delivered solely by the Indenture
                 Trustee or an authenticating agent appointed by the
                 Indenture Trustee;

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<PAGE>

                          (ii)  All rights, powers, duties and
                 obligations conferred or imposed upon the Indenture
                 Trustee shall be conferred or imposed upon and exercised
                 or performed by the Indenture Trustee and such separate
                 Indenture Trustee or co-Indenture Trustee jointly (it
                 being understood that such separate Indenture Trustee or
                 co-Indenture Trustee is not authorized to act separately
                 without the Indenture Trustee joining in such act),
                 except to the extent that under any law of any
                 jurisdiction in which any particular act or acts are to
                 be performed, the Indenture Trustee shall be incompetent
                 or unqualified to perform, such act or acts, in which
                 event such rights, powers, duties and obligations
                 (including the holding of title to the Assets or any
                 portion thereof in any such jurisdiction) shall be
                 exercised and performed singly by such separate
                 Indenture Trustee or co-Indenture Trustee, but solely at
                 the direction of the Indenture Trustee;

                          (iii)  No Indenture Trustee hereunder shall be
                 personally liable by reason of any act or omission of
                 any other Indenture Trustee hereunder;

                          (iv)  The Indenture Trustee may at any time
                 accept the resignation of or remove any separate
                 Indenture Trustee or co-Indenture Trustee; and

                          (v)  The Indenture Trustee shall remain
                 primarily liable for the actions of any co-Indenture
                 Trustee.

                 (c)      Any notice, request or other writing given to
the Indenture Trustee shall be deemed to have been given to each of the
then separate Indenture Trustees and co-Indenture Trustees, as
effectively as if given to each of them.  Every instrument appointing any
separate Indenture Trustee or co-Indenture Trustee shall refer to this
Indenture and the conditions of this Article 9.  Each separate Indenture
Trustee and co-Indenture Trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of
this Indenture and any Indenture Supplement, specifically including every
provision of this Indenture or any Indenture Supplement relating to the
conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee.  Every such instrument shall be filed with the
Indenture Trustee and a copy thereof given to the Issuer.

                 (d)      Any separate Indenture Trustee or co-Indenture
Trustee may at any time constitute the Indenture Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect to this
Indenture or any Indenture Supplement on its behalf and in its name.  If
any separate Indenture Trustee or co-Indenture Trustee shall die, become

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<PAGE>

incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by
the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor Indenture Trustee.

                 (e)      In connection with the appointment of a
co-Indenture Trustee, the Indenture Trustee may, at any time, at the
Indenture Trustee's sole cost and expense, without notice to the Investor
Noteholders, delegate its duties under this Base Indenture and any
Indenture Supplement to any Person who agrees to conduct such duties in
accordance with the terms hereof; provided, however, that no such
delegation shall relieve the Indenture Trustee of its obligations and
responsibilities hereunder with respect to any such delegated duties.

                 Section 10.11.  Representations and Warranties of
Indenture Trustee.

                 The Indenture Trustee represents and warrants to the
Issuer and the Noteholders that:

                          (i)  The Indenture Trustee is a banking
                 corporation organized, existing and in good standing
                 under the laws of the State of New York;

                          (ii)  The Indenture Trustee has full power,
                 authority and right to execute, deliver and perform this
                 Indenture and any Indenture Supplement issued
                 concurrently with this Indenture and to authenticate the
                 Investor Notes, and has taken all necessary action to
                 authorize the execution, delivery and performance by it
                 of this Indenture and any Indenture Supplement issued
                 concurrently with this Indenture and to authenticate the
                 Investor Notes;

                          (iii)  This Indenture has been duly executed
                 and delivered by the Indenture Trustee; and

                          (iv)  The Indenture Trustee meets the
                 requirements of eligibility as an Indenture Trustee
                 hereunder set forth in Section 10.7.

                 Section 10.12.  Preferential Collection of Claims
Against the Issuer.

                 If this Indenture is qualified under the TIA, the
Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b) and an Indenture
Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.





                                   -61-

<PAGE>

                               ARTICLE 11.

                          DISCHARGE OF INDENTURE

                 Section 11.1.  Termination of the Issuer's Obligations.

                 (a)      This Indenture shall cease to be of further
effect (except that the Issuer's obligations under Section 10.6 and the
Indenture Trustee's and Paying Agent's obligations under Section 11.3
shall survive) when all Outstanding Investor Notes theretofore
authenticated and issued have been delivered (other than destroyed, lost
or stolen Investor Notes which have been replaced or paid) to the
Indenture Trustee for cancellation and the Issuer has paid all sums
payable hereunder.

                 (b)      In addition, except as may be provided to the
contrary in any Indenture Supplement, the Issuer may terminate all of its
obligations under this Indenture if:

                          (i)  The Issuer irrevocably deposits in
                 trust with the Indenture Trustee or at the option of the
                 Indenture Trustee, with an Indenture Trustee reasonably
                 satisfactory to the Indenture Trustee and the Issuer
                 under the terms of an irrevocable trust agreement in
                 form and substance satisfactory to the Indenture
                 Trustee, money or U.S. Government Obligations in an
                 amount sufficient, in the opinion of a nationally
                 recognized firm of independent certified public
                 accountants expressed in a written certification thereof
                 delivered to the Indenture Trustee, to pay, when due,
                 principal and interest on the Investor Notes to maturity
                 or redemption, as the case may be, and to pay all other
                 sums payable by it hereunder; provided, however, that
                 (1) the Indenture Trustee of the irrevocable trust shall
                 have been irrevocably instructed to pay such money or
                 the proceeds of such U.S. Government Obligations to the
                 Indenture Trustee and (2) the Indenture Trustee shall
                 have been irrevocably instructed to apply such money or
                 the proceeds of such U.S. Government Obligations to the
                 payment of said principal and interest with respect to
                 the Investor Notes;

                          (ii)  The Issuer delivers to the Indenture
                 Trustee an Officer's Certificate stating that all
                 conditions precedent to satisfaction and discharge of
                 this Indenture have been complied with, and an Opinion
                 of Counsel to the same effect; and

                          (iii)  the Rating Agency Condition is
                 satisfied with respect to each Series of Outstanding
                 Investor Notes.



                                   -62-

<PAGE>

Then, this Indenture shall cease to be of further effect (except as
provided in this Section 11.1), and the Indenture Trustee, on demand of
the Issuer, shall execute proper instruments acknowledging confirmation
of and discharge under this Indenture.

                 (c)      After such irrevocable deposit made pursuant to
Section 11.1(b) and satisfaction of the other conditions set forth
herein, the Indenture Trustee upon request shall acknowledge in writing
the discharge of the Issuer's obligations under this Indenture except for
those surviving obligations specified above.

                 In order to have money available on a payment date to
pay principal or interest on the Investor Notes, the U.S. Government
Obligations shall be payable as to principal or interest at least one
Business Day before such payment date in such amounts as will provide the
necessary money.  U.S. Government Obligations shall not be callable at
the issuer's option.

                 Section 11.2.  Application of Trust Money.

                 The Indenture Trustee or a trustee satisfactory to the
Indenture Trustee and the Issuer shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to Section 11.1.  The
Indenture Trustee shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent in accordance with this
Indenture to the payment of principal and interest on the Investor Notes.

                 The provisions of this Section 11.2 shall survive the
expiration or earlier termination of this Indenture.

                 Section 11.3.  Repayment to the Issuer.

                 The Indenture Trustee and the Paying Agent shall
promptly pay to the Issuer upon written request any excess money or,
pursuant to Section 2.4, return any Investor Notes held by them at any
time.

                 The provisions of this Section 11.3 shall survive the
expiration or earlier termination of this Indenture.


                               ARTICLE 12.

                                AMENDMENTS

                 Section 12.1.  Without Consent of the Investor
Noteholders.

                 Without the consent of any Investor Noteholder, the
Issuer and the Indenture Trustee, at any time and from time to time, may
enter into one or more Indenture Supplements hereto, in form satisfactory
to the Indenture Trustee, for any of the following purposes, provided
that the Rating Agency Condition is met:

                                   -63-

<PAGE>

                 (a)      to create a new Series of Investor Notes;

                 (b)      to add to the covenants of the Issuer for the
         benefit of any Investor Noteholders (and if such covenants are
         to be for the benefit of less than all Series of Investor Notes,
         stating that such covenants are expressly being included solely
         for the benefit of such Series) or to surrender any right or
         power herein conferred upon the Issuer (provided, however, that
         the Issuer will not pursuant to this Section 12.1(b) surrender
         any right or power it has under the Transaction Documents);

                 (c)      to mortgage, pledge, convey, assign and
         transfer to the Indenture Trustee any property or assets as
         security for the Investor Notes and to specify the terms and
         conditions upon which such property or assets are to be held and
         dealt with by the Indenture Trustee and to set forth such other
         provisions in respect thereof as may be required by the
         Indenture or as may, consistent with the provisions of the
         Indenture, be deemed appropriate by the Issuer and the Indenture
         Trustee, or to correct or amplify the description of any such
         property or assets at any time so mortgaged, pledged, conveyed
         and transferred to the Indenture Trustee on behalf of the
         Noteholders;

                 (d)      to cure any ambiguity, defect, or inconsistency
         or to correct or supplement any provision contained herein or in
         any Indenture Supplement or in any Investor Notes issued
         hereunder;

                 (e)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Indenture Trustee with
         respect to the Investor Notes of one or more Series and to add
         to or change any of the provisions of the Indenture as shall be
         necessary to provide for or facilitate the administration of the
         trusts hereunder by more than one Indenture Trustee;

                 (f)      to correct or Indenture Supplement any
         provision herein which may be inconsistent with any other
         provision herein or to make any other provisions with respect to
         matters or questions arising under this Indenture; or

                 (g)      if this Indenture is required to be qualified
         under the TIA, to modify, eliminate or add to the provisions of
         this Indenture to such extent as shall be necessary to effect
         the qualification of this Indenture under the TIA or under any
         similar federal statute hereafter enacted and to add to this
         Indenture such other provisions as may be expressly required by
         the TIA;

provided, however, that, as evidenced by an Opinion of Counsel delivered
to the Indenture Trustee (at the Issuer's expense), such action shall not
adversely affect in any material respect the interests of any Investor
Noteholder.  Upon the request of the Issuer, the Indenture Trustee shall

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<PAGE>

join with the Issuer in the execution of any Indenture Supplement
authorized or permitted by the terms of this Indenture and shall make any
further appropriate agreements and stipulations which may be therein
contained, but the Indenture Trustee shall not be obligated to enter into
such Indenture Supplement which affects its own rights, duties or
immunities under this Indenture or otherwise.

                 Section 12.2.  With Consent of the Investor Noteholders.

                 Except as provided in Section 12.1, the provisions of
this Indenture and any Indenture Supplement (unless otherwise provided in
such Indenture Supplement) and each other Transaction Document to which
the Issuer is a party may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and
consented to in writing by the Issuer, the Indenture Trustee and the
Holders of a Majority in Interest of each Series of Outstanding Investor
Notes; provided that, if such amendment, modification or waiver of or to
this Indenture, the Indenture Supplement with respect to a Series of
Investor Notes or any Transaction Document does not affect the
Noteholders of a particular Series of Investor Notes (as substantiated by
an Opinion of Counsel to such effect), then the consent of the Investor
Noteholders of such Series shall not be required to such amendment,
modification or waiver; provided further, that no consent of Investor
Noteholders shall be required to any amendment, modification or waiver of
or to any Transaction Document if such amendment, modification or waiver
does not adversely affect in any material respect the Noteholders of any
Series of Investor Notes (as substantiated by an Opinion of Counsel to
such effect) and provided further that the Rating Agency Condition is
satisfied with respect to each affected Series of Investor Notes.
Notwithstanding the foregoing:

                          (i)  any modification of this Section 11.2,
                 any requirement hereunder that any particular action be
                 taken by Investor Noteholders holding the relevant
                 percentage in principal amount of the Investor Notes or
                 any change in the definition of the terms "Adjusted
                 Aggregate Unit Balance" or "Asset Deficiency", "Invested
                 Amount", "Invested Percentage" or any defined term used
                 for the purpose of any such definitions shall require
                 the consent of each affected Investor Noteholder; and

                          (ii)  any amendment, waiver or other
                 modification that would (a) extend the due date for, or
                 reduce the amount of any scheduled repayment or
                 prepayment of principal of or interest on any Investor
                 Note (or reduce the principal amount of or rate of
                 interest on any Investor Note) shall require the consent
                 of each affected Investor Noteholder; (b) approve the
                 assignment or transfer by the Issuer of any of its
                 rights or obligations hereunder or under any other
                 Transaction Document to which it is a party except
                 pursuant to the express terms hereof or thereof shall
                 require the consent of each Investor Noteholder;

                                   -65-

<PAGE>

                 (c) release any obligor under any Transaction Document to
                 which it is a party except pursuant to the express terms
                 of such Transaction Document shall require the consent
                 of each Investor Noteholder; provided, however, that the
                 Liens on Vehicles may be released as provided in Section
                 3.5; (d) affect adversely the interests, rights or
                 obligations of any Investor Noteholder individually in
                 comparison to any other Investor Noteholder shall
                 require the consent of such Investor Noteholder; or (e)
                 amend or otherwise modify any Amortization Event shall
                 require the consent of each affected Investor
                 Noteholder.

                 Section 12.3.  Indenture Supplements.

                 Each amendment or other modification to this Indenture
or the Investor Notes shall be set forth in an Indenture Supplement.  The
initial effectiveness of each Indenture Supplement shall be subject to
the satisfaction of the Rating Agency Condition.  In addition to the
manner provided in Sections 12.1 and 12.2, each Indenture Supplement may
be amended as provided in such Indenture Supplement.

                 Section 12.4.  Revocation and Effect of Consents.

                 Until an amendment or waiver becomes effective, a
consent to it by an Investor Noteholder of an Investor Note is a
continuing consent by the Investor Noteholder and every subsequent
Investor Noteholder of an Investor Note or portion of an Investor Note
that evidences the same debt as the consenting Investor Noteholder's
Investor Note, even if notation of the consent is not made on any
Investor Note.  However, any such Investor Noteholder or subsequent
Investor Noteholder may revoke the consent as to his Investor Note or
portion of an Investor Note if the Indenture Trustee receives written
notice of revocation before the date the amendment or waiver becomes
effective.  An amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Investor Noteholder.  The Issuer may
fix a record date for determining which Investor Noteholders must consent
to such amendment or waiver.

                 Section 12.5.  Notation on or Exchange of Investor
Notes.

                 The Indenture Trustee may place an appropriate notation
about an amendment or waiver on any Investor Note thereafter
authenticated.  The Issuer in exchange for all Investor Notes may issue
and the Indenture Trustee shall authenticate new Investor Notes that
reflect the amendment or waiver.  Failure to make the appropriate
notation or issue a new Investor Note shall not affect the validity and
effect of-such amendment or waiver.





                                   -66-

<PAGE>

                 Section 12.6.  The Indenture Trustee to Sign Amendments,
etc.

                 The Indenture Trustee shall sign any Indenture
Supplement authorized pursuant to this Article 12 if the Indenture
Supplement does not adversely affect the rights, duties, liabilities or
immunities of the Indenture Trustee.  If it does, the Indenture Trustee
may, but need not, sign it.  In signing such Indenture Supplement, the
Indenture Trustee shall be entitled to receive, if requested, an
indemnity reasonably satisfactory to it and to receive and, subject to
Section 10.1, shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that such
Indenture Supplement is authorized or permitted by this Indenture and
that it will be valid and binding upon the Issuer in accordance with its
terms.

                 Section 12.7.  Conformity with Trust Indenture Act.

                 If this Indenture is qualified under the TIA, every
amendment of this Indenture and every supplemental indenture executed
pursuant to this Article 12 shall comply in all respects with the TIA.


                               ARTICLE 13.

                              MISCELLANEOUS

                 Section 13.1.  Compliance Certificates and Opinions.

                 (a)      Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this
Indenture, the Issuer shall furnish to the Indenture Trustee (i) an
Officer's Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied
with, and (iii) if this Indenture is qualified under the TIA and the TIA
so requires, an Independent Certificate from a firm of certified public
accountants or other experts meeting the applicable requirements of this
Section 13.1, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by
any provision of this Indenture, no additional certificate or opinion
need be furnished.

                 Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture shall
include:

                          (i)  a statement that each signatory of such
         certificate or opinion has read or has caused to be read such
         covenant or condition and the definitions herein relating
         thereto;



                                   -67-

<PAGE>

                          (ii)  a brief statement as to the nature and scope
         of the examination or investigation upon which the statements or
         opinions contained in such certificate or opinion are based;

                          (iii)  a statement that, in the opinion of each
         such signatory, such signatory has made such examination or
         investigation as is necessary to enable such signatory to
         express an informed opinion as to whether such covenant or
         condition has been complied with; and

                          (iv)  a statement as to whether, in the opinion of
         each such signatory such condition or covenant has been complied
         with.

                 (b)      (i)  If this Indenture is qualified under the
TIA and the TIA so requires, prior to the deposit of any property or
securities with the Indenture Trustee that is to be made the basis for
the release of any property or securities subject to the Lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in
Section 13.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days
of such deposit) to the Issuer of the property or securities to be so
deposited.

                          (ii)  Whenever the Issuer is required to furnish
         to the Indenture Trustee an Officer's Certificate certifying or
         stating the opinion of any signer thereof as to the matters described
         in clause (i), the Issuer shall also deliver to the Indenture
         Trustee an Independent Certificate as to the same matters, if
         the fair value to the Issuer of the securities to be so
         deposited and of all other such securities made the basis of any
         such withdrawal or release since the commencement of the then-
         current fiscal year of the Issuer, as set forth in the
         certificates delivered pursuant to clause (i) and this clause
         (ii), is 10% or more of the Aggregate Invested Amount, but such
         a certificate need not be furnished with respect to any
         securities so deposited, if the fair value thereof to the Issuer
         as set forth in the related Officer's Certificate is less than
         $25,000 or less than one percent of the Aggregate Invested
         Amount.

                          (iii)  If this Indenture is qualified under the TIA
         and the TIA so requires, whenever any property or securities are to
         be released from the Lien of this Indenture, the Issuer shall
         also furnish to the Indenture Trustee an Officer's Certificate
         certifying or stating the opinion of each person signing such
         certificate as to the fair value (within 90 days of such
         release) of the property or securities proposed to be released
         and stating that in the opinion of such person the proposed
         release will not impair the security under this Indenture in
         contravention of the provisions hereof.


                                   -68-

<PAGE>

                          (iv)  Whenever the Issuer is required to furnish to
         the Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of any signer thereof as to the matters described in
         clause (iii), the Issuer shall also furnish to the Indenture
         Trustee an Independent Certificate as to the same matters if the
         fair value of the property or securities and of all other
         property, or securities released from the Lien of this Indenture
         since the commencement of the then current calendar year, as set
         forth in the certificates required by clause (iii) and this
         clause (iv), equals 10% or more of the Aggregate Invested
         Amount, but such certificate need not be furnished in the case
         of any release of property or securities if the fair value
         thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the then Aggregate
         Invested Amount.

                          (v)  Notwithstanding any provision of this Section,
         the Issuer may (A) collect, liquidate, sell or otherwise dispose of
         the Issuer Assets as and to the extent permitted or required by
         the Transaction Documents and (B) make cash payments out of the
         Issuer Accounts as and to the extent permitted or required by
         the Transaction Documents.

                 Section 13.2.  Forms of Documents Delivered to Indenture
Trustee.

                 In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to
other matters, and any such Person my certify or give an opinion as to
such matters in one or several documents.

                 Any certificate or opinion of an Authorized Officer of
the Issuer may be based, insofar as it relates to legal matters, upon a
certificate to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his or her
certificate or opinion is based are erroneous.  Any such certificate of
an Authorized Officer or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller or
the Issuer, stating that the information with respect to such factual
matters is in the possession of the Servicer, the Seller or the Issuer,
unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to
such matters are erroneous.

                 Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,

                                   -69-

<PAGE>

opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.

                 Whenever in this Indenture, in connection with any
application, certificate or report to the Indenture Trustee, it is
provided that the Issuer shall deliver any document (x) as a condition of
the granting of such application, or (y) as evidence of the Issuer's
compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in each case be
conditions precedent to the right of the Issuer to have such application
granted or to the sufficiency of such certificate or report.  The
foregoing shall not, however, be construed to affect the Indenture
Trustee's right to rely upon the truth and accuracy of any statement or
opinion contained in any such document as provided in Article 10.

                 Section 13.3.  Actions of Noteholders.

                 (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be
given or taken by the Investor Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor
signed by such Investor Noteholders in person or by an agent duly ap-
pointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments
are delivered to the Indenture Trustee and, when required, to the Issuer.
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section 13.3.

                 (b)      The fact and date of the execution by any Investor
Noteholder of any such instrument or writing may be proved in any
reasonable manner which the Indenture Trustee deems sufficient.

                 (c)      Any request, demand, authorization, direction,
notice, consent, waiver or other act by an Investor Noteholder shall bind
every Holder of every Investor Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, or omitted to be done, by the Indenture Trustee or the
Issuer in reliance thereon, regardless of whether notation of such action
is made upon such Investor Note.

                 (d)      The Indenture Trustee may require such additional
proof of any matter referred to in this Section 13.3 as it shall deem
necessary.

                 Section 13.4.  Notices.

                 (a)      Any notice or communication by the Issuer or the
Indenture Trustee to the other shall be in writing and delivered in
person or mailed by first-class mail (registered or certified, return

                                   -70-

<PAGE>

receipt requested), telex, telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

                 If to the Issuer:

                 Greyhound 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

                 with a copy to the Administrator:

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

                 If to the Indenture Trustee:

                 The Chase Manhattan Bank
                 450 W. 33rd Street, 14th Floor
                 New York, New York  10001

                 Attn: Capital Markets Fiduciary Services, VMS Asset
                         Backed Notes
                 Phone:  (212) 946-8600
                 Fax:  (212) 946-3916

                 The Issuer or the Indenture Trustee by notice to the
other may designate additional or different addresses for subsequent
notices or communications; provided, however, the Issuer may not at any
time designate more than a total of three (3) addresses to which notices
must be sent in order to be effective.

                 Any notice (i) given in person shall be deemed delivered
on the date of delivery of such notice, (ii) given by first class mail
shall be deemed given five (5) days after the date that such notice is
mailed, (iii) delivered by telex or telecopier shall be deemed given on
the date of delivery of such notice, and (iv) delivered by overnight air
courier shall be deemed delivered one Business Day after the date that
such notice is delivered to such overnight courier.

                 Notwithstanding any provisions of this Indenture to the
contrary, the Indenture Trustee shall have no liability based upon or
arising from the failure to receive any notice required by or relating to
this Indenture or the Investor Notes.

                 If the Issuer mails a notice or communication to
Investor Noteholders, it shall mail a copy to the Indenture Trustee at
the same time.

                                   -71-

<PAGE>

                 Notices required to be given to the Rating Agencies by
the Issuer or the Indenture Trustee shall be in writing, personally
delivered or mailed certified mail, return receipt requested to (i) in
the case of Moody's, at the following address:  Moody's Investors
Service, 99 Church Street, New York, New York  10004 and (ii) in the case
of Standard & Poor's, at the following address:  Standard & Poor's
Ratings Service, 55 Water Street (40th Floor), New York, New York  10041,
Attention:  Asset Backed Surveillance Department.

                 (b)      Where the Indenture provides for notice to
Investor Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if sent in writing and
mailed, first-class postage prepaid, to each Investor Noteholder affected
by such event, at its address as it appears in the Note Register, not
later than the latest date, and not earlier than the earliest date,
prescribed (if any) for the giving of such notice.  In any case where
notice to Investor Noteholder is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any
particular Investor Noteholder shall affect the sufficiency of such
notice with respect to other Investor Noteholders, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to
have been duly given.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by any Person entitled to
receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice.  Waivers of notice by Investor
Noteholders shall be filed with the Indenture Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                 In the case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made that is
satisfactory to the Indenture Trustee shall constitute a sufficient
notification for every purpose hereunder.

                 Section 13.5.  Conflict with TIA.

                 If this Indenture is qualified under the TIA and any
provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this indenture by any of the
provisions of the TIA, such required provision shall control.

                 If this Indenture is qualified under the TIA, the
provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern
this Indenture, whether or not physically contained herein.

                 Section 13.6.  Rules by the Indenture Trustee.

                 The Indenture Trustee may make reasonable rules for
action by or at a meeting of Investor Noteholders.


                                   -72-

<PAGE>

                 Section 13.7.  Duplicate Originals.

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

                 Section 13.8.  Benefits of Indenture.

                 Except as set forth in an Indenture Supplement, nothing
in this Indenture or in the Investor Notes, expressed or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right,
remedy or claim under the Indenture.

                 Section 13.9.  Payment on Business Day.

                 In any case where any Payment Date, redemption date or
maturity date of any Investor Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture) payment of
interest or principal (and premium, if any), as the case may be, need not
be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the Payment Date, redemption
date, or maturity date; provided, however. that no interest shall accrue
for the period from and after such Payment Date, redemption date, or
maturity date, as the case may be.

                 Section 13.10.  Governing Law.

                 THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                 Section 13.11.  Severability of Provisions.

                 If any one or more of the covenants, agreements,
provisions or terms of this Indenture shall for any reason whatsoever be
held invalid, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions
or terms of this Indenture and shall in no way affect the validity of
enforceability of the other provisions of this Indenture or of the
Investor Notes or rights of the Noteholders thereof.

                 Section 13.12.  Counterparts.

                 This Indenture 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 13.13.  Successors.

                 All agreements of the Issuer in this Indenture and the
Investor Notes shall bind its successor; provided, however, the Issuer
may not assign its obligations or rights under this Indenture or any


                                   -73-

<PAGE>

Transaction Document.  All agreements of the Indenture Trustee in this
Indenture shall bind its successor.

                 Section 13.14.  Table of Contents, Headings, etc.

                 The Table of Contents, Cross-Reference Table, and
headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.

                 Section 13.15.  Recording of Indenture.

                 If this Indenture is subject to recording in any
appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which
may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Investor Noteholders or any
other person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture or to
satisfy any provision of the TIA (if this Indenture is qualified
thereunder).

                 Section 13.16.  No Petition.

                 The Indenture Trustee, by entering into this Indenture,
and each Investor Noteholder, by accepting an Investor Note, hereby
covenant and agree that they will not at any time (i) institute against
the Issuer or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations
relating to the Investor Notes, this Indenture or any of the other
Transaction Documents or (ii) 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 13.17.  SUBIs.

                 The Indenture Trustee, by entering into this Indenture,
and each Investor Noteholder, by accepting an Investor Note, 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. Section 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

                                   -74-

<PAGE>

Receivable SUBI only, as applicable, and not against any other SUBI
Portfolio (used in this Section as defined in the Origination Trust
Agreement) 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, 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.
















                                   -75-

<PAGE>

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

                                      GREYHOUND FUNDING, LLC,
                                        as Issuer

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


                                      THE CHASE MANHATTAN BANK,
                                        as Indenture Trustee


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



































                                   -76-

<PAGE>

                                                               SCHEDULE 1
                                                                   TO THE
                                                           BASE INDENTURE

                             DEFINITIONS LIST


                 "Accrual Period" means the period from and including a
Settlement Date (or, in the case of the initial Accrual Period, the
Initial Closing Date) to but excluding the succeeding Settlement Date.

                 "Additional Assignment" is defined in Section 2.2 of the
Transfer Agreement.

                 "Additional Closing Date" is defined in Section 2.3 of
the Transfer Agreement.

                 "Additional Units" means any Unit allocated to the Lease
SUBI Portfolio after the Initial Closing Date.

                 "Adjusted Aggregate Unit Balance" means, as of any date
of determination, an amount equal to the sum of (a) the excess of (i) the
Aggregate Lease Balance over (ii) the Aggregate Lease Adjustment Amount
as of such date, (b) 90% of the excess of (i) the Aggregate Residual
Value Amount over (ii) the Excess Residual Value Amount as of such date
and (c) 90% of the excess of (i) the Aggregate Paid-In Advance Balance
over (ii) the Excess Paid-In Advance Amount as of such date.

                 "Administration Agreement" means the Administration
Agreement, dated as of the Initial Closing Date, by and among the
Administrator, the Issuer, SPV and the Indenture Trustee, as amended,
modified or supplemented from time to time in accordance with its terms.

                 "Administrator" means VMS or a successor Administrator
under the Administration Agreement.

                 "Administrator  Fee" is defined in the Administration
Agreement.

                 "Affiliate" means, with respect to any specified Person,
another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control
with the Person specified. For purposes of this definition, "control"
means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and "controlled" and "controlling" have
meanings correlative to the foregoing.

                 "Aggregate Invested Amount" means the sum of the
Invested Amounts with respect to all Series of Outstanding Investor
Notes.


                                   -1-

<PAGE>

                 "Aggregate Invested Percentage" means, with respect to
Collections for any Monthly Period, the sum of the Invested Percentages
for all Series of Outstanding Notes for such Monthly Period.

                 "Aggregate Lease Adjustment Amount" means, as of any
date of determination, an amount equal to the sum of (a) the
Overconcentration Amount as of such date, (b) the Excess Longer-Term
Lease Amount as of such date, (c) the Excess State Obligor Risk Amount as
of such date and (d) the Excess Consumer Lease Amount as of such date.

                 "Aggregate Lease Balance" means, as of any date of
determination during an Accrual Period, an amount equal to the sum of the
Lease Balances of each Eligible Lease allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding
the first day of such Accrual Period.

                 "Aggregate Net Lease Losses" means, for any Monthly
Period, an amount equal to the excess of the aggregate Lease Balances of
all Unit Leases that became Charged-Off Leases during such Monthly Period
over the aggregate amount of Recoveries received during such Monthly
Period.

                 "Aggregate Paid-In Advance Balance" means, as of any
date of determination during an Accrual Period, an amount equal to the
Cost of each Paid-In Advance Vehicle allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding
the first day of such Accrual Period (or, if any such Paid-In Advance
Vehicle was allocated to the Lease SUBI Portfolio after the last day of
such Monthly Period, the Cost thereof as of the date such Paid-In Advance
Vehicle was allocated to the Lease SUBI Portfolio).

                 "Aggregate Residual Value Amount" means, as of any date
of determination during an Accrual Period, an amount equal to the
aggregate for each Unit Vehicle subject to a  Closed-End Lease allocated
to the Lease SUBI Portfolio as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period of the lesser
of (a) the Stated Residual Value of such Unit Vehicle and (b) the Net
Book Value of such Unit Vehicle as of such day.

                 "Aggregate Unit Balance" means, as of any date of
determination, an amount equal to the sum of (a) the Aggregate Lease
Balance, (b) the Aggregate Paid-In Advance Balance and (c) the Aggregate
Residual Value Amount as of such date.

                 "ALG Residual Value" means, with respect to a Leased
Vehicle subject to a Closed-End Lease, an amount equal to the residual
percentage of the manufacturer's suggested retail price of such Leased
Vehicle specified in the ALG Residual Percentage Guide published by
Automotive Lease Guide for the make and model of such Leased Vehicle and
the lease term of such Closed-End Lease.

                 "Amortization Commencement Date" means, with respect to
a Series of Investor Notes, the date on which an Amortization Event with

                                   -2-

<PAGE>

respect to such Series is deemed to have occurred pursuant to the related
Indenture Supplement.

                 "Amortization Event" with respect to each Series of
Investor Notes, is defined in the related Indenture Supplement.

                 "Amortization Period" means, with respect to any Series
of Investor Notes or any Class within a Series of Investor Notes, the
period following the Revolving Period during which principal is
distributed to Investor Noteholders, which shall be the controlled
amortization period, the principal amortization period, the rapid
amortization period, or other amortization period, in each case as
defined with respect to such Series in the related Indenture Supplement.

                 "Annual Investor Noteholders' Tax Statement" is defined
in Section 4.4(c) of the Base Indenture.

                 "Annual Servicing Report" is defined in Section 4.1(a)
of the Base Indenture.

                 "Applicable Gain on Sale Account Percentage" means, on
any date of determination, the highest Series Gain on Sale Account
Percentage with respect to any Series of Investor Notes Outstanding.

                 "Applicable Law" means all applicable laws, statutes,
treaties, rules, codes, ordinances, regulations, certificates, orders,
interpretations, licenses and permits of any Governmental Authority from
time to time in effect, and judgments, decrees, injunctions, writs,
orders or like action of any court, arbitrator or other administrative,
judicial or quasi-judicial tribunal or agency of competent jurisdiction
(including laws specifically mandating compliance by property owners).

                 "Applicants" is defined in Section 2.8 of the Base
Indenture.

                 "ARAC" means Avis Rent A Car, Inc., a Delaware
corporation.

                 "Asset Deficiency" means, as of any date of
determination, the amount, if any, by which the Required Aggregate Asset
Amount as of such date exceeds the Adjusted Aggregate Unit Balance as of
such date.

                 "Asset Purchase Agreement" means the Asset Purchase
Agreement, dated as of the Initial Closing Date, among VMS, PHH Consumer
Lease and SPV, as amended, modified or supplemented from time to time in
accordance with its terms.

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



                                   -3-

<PAGE>

                 "Authorized Officer" means (a) as to the Administrator
or the Servicer, any of the President, any Executive Vice President or
any Vice President of the Administrator or the Servicer, as the case may
be, (b) as to the Issuer, any officer (or agent acting pursuant to a
power of attorney) of the Issuer or of any Manager acting on behalf of
the Issuer and who is identified on the list of Authorized Officers
delivered by the Manager to the Indenture Trustee on the Initial Closing
Date (as such list may be modified or supplemented from time to time
thereafter) and (c) as to SPV, any officer (or agent acting pursuant to a
power of attorney) of SPV or of any manager of SPV acting on behalf of
SPV and who is identified on the list of Authorized Officers delivered by
SPV to the Indenture Trustee on the Initial Closing Date (as such list
may be modified or supplemented from time to time thereafter).

                 "Bankruptcy Code" means The Bankruptcy Reform Act of
1978, as amended from time to time, and as codified as 11 U.S.C. Section
101 et seq.

                 "Base Indenture" means the Base Indenture, dated as of
the Initial Closing Date, between the Issuer and the Indenture Trustee,
as amended, modified or supplemented from time to time, exclusive of
Indenture Supplements creating new Series of Investor Notes.

                 "Bearer Notes" is defined in Section 2.1 of the Base
Indenture.

                 "Bearer Rules" means the provisions of the Internal
Revenue Code, in effect from time to time, governing the treatment of
bearer obligations, including sections 163(f), 871, 881, 1441, 1442 and
4701, and any regulations thereunder including, to the extent applicable
to any Series of Notes, Proposed or Temporary Regulations.

                 "Beneficial Owner" means, with respect to a Book-Entry
Note, the Person who is the beneficial owner of such Book-Entry Note, as
may be reflected on the books of the Clearing Agency, or on the books of
a Person maintaining an account with such Clearing Agency (directly or as
an indirect participant, in accordance with the rules of such Clearing
Agency).

                 "Book-Entry Notes" means beneficial interests in the
Investor Notes, ownership and transfers of which shall be evidenced or
made through book entries by a Clearing Agency as described in Section
2.10 of the Base Indenture; provided that after the occurrence of a
condition whereupon book-entry registration and transfer are no longer
permitted and Definitive Notes are issued to the Beneficial Owners, such
Definitive Notes shall replace Book-Entry Notes.

                 "Business Day" means any day other than a Saturday,
Sunday or other day on which banks are authorized or required by law to
be closed in New York, Maryland or Delaware.

                 "Capitalized Cost" means, with respect to any Leased
Vehicle, the amount identified as the "Capitalized Cost" of such Leased

                                   -4-

<PAGE>

Vehicle, including, to the extent provided therein, delivery charges,
taxes and any registration or titling fees.

                 "Cedel" means Cedel Bank, societe anonyme.

                 "Certificated Security" means a "certificated security"
within the meaning of the applicable UCC.

                 "Certificate of Title" means, with respect to any Leased
Vehicle, the certificate of title or other evidence of ownership of such
Leased Vehicle duly issued by the government department or agency in the
jurisdiction in which such Leased Vehicle is registered in accordance
with the certificate of title act or statute of the jurisdiction
applicable to such Leased Vehicle or, to the extent that a certificate of
title or other evidence of ownership has not been issued, the application
(or copy thereof) for the foregoing.

                 "Charged-Off Lease" means a Master Lease Agreement or
Consumer Lease that was or should have been charged off by the Servicer
as uncollectible in accordance with the Policies.

                 "Charged-Off Receivable" means a Fleet Receivable that
was or should have been charged off by the Servicer as uncollectible in
accordance with the Policies.

                 "Charge-Off Ratio" means, for any specified Settlement
Date, twelve times the quotient, expressed as a percentage, of (a)
Aggregate Net Lease Losses for the preceding Monthly Period, divided by
(b) the Aggregate Lease Balance as of the last day of the second
preceding Monthly Period.

                 "Chase" means The Chase Manhattan Bank, a New York
banking corporation.

                 "Class" means, with respect to any Series of Notes, any
one of the classes of Notes of that Series as specified in the related
Indenture Supplement.

                 "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

                 "Clearing Agency Participant" means a broker, dealer,
bank, other financial institution or other Person for whom from time to
time a Clearing Agency or a Foreign Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency or
the Foreign Clearing Agency.

                 "Closed-End Lease" means a lease obligation in respect
of a single vehicle which may arise pursuant to a master lease agreement
providing for the lease of a fleet of vehicles or pursuant to a lease
agreement providing for the lease of a single vehicle that, in each case,
allows the lessee thereunder to return the vehicle subject thereto to the
lessor at or prior to lease termination and obligates the lessee

                                   -5-

<PAGE>

thereunder to pay to the lessor at lease termination only Incidental
Lease Termination Charges.

                 "Closing Date" means the Initial Closing Date or any
Series Closing Date.

                 "Code" means the Internal Revenue Code of 1986, as
amended, reformed or otherwise modified from time to time, and any
successor statute of similar import, in each case as in effect from time
to time. References to sections of the Code also refer to any successor
sections.

                 "Collateral" is defined in Section 3.1 of the Base
Indenture.

                 "Collection Account" is defined in Section 5.1 of the
Base Indenture.

                 "Collections" means (a) all payments on the Collateral,
including, without limitation, (i) all monthly lease payments and other
lease payments on the Unit Leases, (ii) all proceeds from the sale or
other disposition of Unit Vehicles, including Recoveries, (iii) all
insurance proceeds and warranty payments with respect to Unit Vehicles,
(iv) all termination payments and Incidental Lease Termination Payments
received in respect of the Unit Leases, (v) all other payments in respect
of the Unit Leases, (vi) all payments in respect of the Fleet Receivables
and payments by VMS under the Receivable Purchase Agreement, (vii) all
payments by VMS or PHH Consumer Lease under the Asset Sale Agreement and
(viii) all payments in respect of any Hedging Instruments in the
Collateral relating to any Series of Investor Notes, whether such
payments are in the form of cash, checks, wire transfers or other forms
of payment and (b) all amounts earned on Permitted Investments of funds
in the Collection Account and, to the extent so specified in an Indenture
Supplement, in a Series Account.

                 "Common Member" means SPV, as the holder of the Common
Membership Interest.

                 "Common Membership Interest" means the Common Membership
Interest issued pursuant to the LLC Agreement.

                 "Consumer Lease" means an Open-End Lease or a Closed-End
Lease originated by PHH Consumer Lease, individually or on behalf of the
Origination Trust, that is in all material respects in a form attached to
the Series 1999-1 SUBI Servicing Supplement.

                 "Contingent Obligation" as applied to any Person, means
any direct or indirect liability, contingent or otherwise, of that Person
(a) with respect to any indebtedness, lease, dividend, letter of credit
or other obligation of another if the primary purpose or intent thereof
by the Person incurring the Contingent Obligation is to provide assurance
to the obligee of such obligation of another that such obligation of
another will be paid or discharged, or that any agreements relating

                                   -6-

<PAGE>

thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof
or (b) under any letter of credit issued for the account of that Person
or for which that Person is otherwise liable for reimbursement thereof.
Contingent Obligation shall include (a) the direct or indirect guarantee,
endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another and (b) any
liability of such Person for the obligations of another through any
agreement (contingent or otherwise) (i) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or
otherwise), (ii) to maintain the solvency of any balance sheet item,
level of income or financial condition of another or (iii) to make
take-or-pay or similar payments if required regardless of non-performance
by any other party or parties to an agreement, if in the case of any
agreement described under subclause (i) or (ii) of this sentence the
primary purpose or intent thereof is as described in the preceding
sentence. The amount of any Contingent Obligation shall be equal to the
amount of the obligation so guaranteed or otherwise supported.

                 "Contractual Obligation" means, with respect to any
Person, any provision of any security issued by that Person or of any
indenture, mortgage, deed of trust, contract, undertaking, agreement or
other instrument to which that Person is a party or by which it or any of
its properties is bound or to which it or any of its properties is
subject.

                 "Control" means (a) with respect to a Security
Entitlement, the Indenture Trustee (i) is identified in the records of
the Securities Intermediary for such Security Entitlement as the person
having such Security Entitlement against such Security Intermediary or
(ii) has obtained the agreement, in writing, of the Securities
Intermediary for such Security Entitlement that it will comply with
orders of the Indenture Trustee regarding the transfer or redemption of
such Security Entitlement without further consent of any other person; or
(b) with respect to a United States Security Entitlement, (i) the
Indenture Trustee is a participant in the book entry system maintained by
the Federal Reserve Bank that is acting as a fiscal agent for the issuer
of such United States Security Entitlement and such Federal Reserve Bank
has indicated by book entry that such United States Securities
Entitlement has been credited to the Indenture Trustee's securities
account in such book entry system or (ii) (A) the Indenture Trustee (x)
is identified in the records of the Securities Intermediary for such
United States Security Entitlement as the person having such Security
Entitlement against such Securities Intermediary or (y) has obtained the
agreement, in writing, of the Securities Intermediary for such Security
Entitlement that it will comply with orders of the Indenture Trustee
regarding the transfer or redemption of such Security Entitlement without
further consent of any other person, (B) the Securities Intermediary for
such United States Securities Entitlement is a participant in the book
entry system maintained by the Federal Reserve Bank that is acting as

                                   -7-

<PAGE>

fiscal agent for the issuer of such United States Securities Entitlement
and (C) such Federal Reserve Bank has indicated by book entry that such
United States Securities Entitlement has been credited to such Securities
Intermediary's securities account in such book entry system.

                 "Contribution Agreement" means the Contribution
Agreement, dated as of the Initial Closing Date, between SPV and the
Origination Trust, as amended, modified or supplemented from time to time
in accordance with its terms.

                 "Controlled Group" means, with respect to any Person,
such Person, whether or not incorporated, and any corporation, trade or
business that is, along with such Person, a member of a controlled group
of corporations or a controlled group of trades or businesses, as
described in Sections 414(b) and (c), respectively of the Code.

                 "Corporate Trust Office" means the principal office of
the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution
of the Indenture is located at 450 West 33rd Street, 14th Floor, New
York, NY 10001-2597, Att: Capital Markets Fiduciary Services - VMS Auto
Lease Backed Securitization.

                 "Cost" means, with respect to any Paid-In Advance
Vehicle, the price paid for such Vehicle to the dealer, the manufacturer
or the vendor selling such Vehicle, plus delivery charges and taxes and
any registration or titling fees.

                 "Coupon" is defined in Section 2.1 of the Base Indenture.

                 "CP Rate" means the rate on commercial paper for each
day set forth in Statistical Release H.15(519), "Selected Interest Rates"
published by the Board Of Governors of the Federal Reserve System.

                 "Credit Enhancement" means, with respect to any Series
of Investor Notes, the subordination, cash collateral account, collateral
interest, letter of credit, surety bond, insurance policy, spread
account, reserve account, cross-support feature, interest rate swap,
currency swap or any other contract or agreement for the benefit of the
holder of the Investor Notes of such Series as designated in the related
Indenture Supplement.

                 "Custodian Agreement" means the Custodian Agreement,
dated as of the Initial Closing Date, by and among the Custodian, the
Servicer and the Origination Trust, as amended, modified or supplemented
from time to time in accordance with its terms, and any other Custodian
Agreement entered into in accordance with the terms and conditions of the
Origination Trust Servicing Agreement.

                 "Custodian" means the party named as such in the
Custodian Agreement until a successor replaces it in accordance with the


                                   -8-

<PAGE>

applicable provisions of the Custodian Agreement and thereafter means the
successor serving thereunder.

                 "Default" means any occurrence that is, or with notice
or the lapse of time or both would become, an Event of Default.

                 "Definitions List" means this Definitions List, as
amended or modified from time to time.

                 "Definitive Notes" is defined in Section 2.10 of the
Base Indenture.

                 "Delinquency Ratio" means, for any specified Settlement
Date, the quotient, expressed as a percentage, of (a) the aggregate
billings with respect to all Leases and all Fleet Receivables which were
unpaid for 60 days or more from the original due date thereof as of the
last day of the immediately preceding Monthly Period divided by (b) the
sum of (i) the aggregate billings with respect to all Leases and all
Fleet Receivables which were unpaid as of the last day of the second
preceding Monthly Period and (ii) the aggregate amount billed with
respect to all Leases and all Fleet Receivables during the immediately
preceding Monthly Period.

                 "Delivery" means (a) with respect to any Physical
Property (that is not either a United States Security Entitlement or a
Security Entitlement), physical delivery thereof to the Indenture Trustee
or its nominee or custodian by an effective endorsement, or registered in
the name of, the Indenture Trustee or its nominee or custodian endorsed
in blank and (b) with respect to any Uncertificated Security, the issuer
thereof registers the Indenture Trustee as the registered owner thereof
or the Indenture Trustee otherwise satisfies the requirements of Revised
Article 8.

                 "Depository" is defined in Section 2.10 of the Base
Indenture.

                 "Depository Agreement" means, with respect to a Series
having Book-Entry Notes, the agreement among the Issuer, the Indenture
Trustee and the Clearing Agency or the Foreign Clearing Agency, or as
otherwise provided in the related Indenture Supplement.

                 "Deposit Date" means each Business Day on which
Collections are deposited into the Collection Account.

                 "Deposit Report" is defined in Section 4.1 of the Base
Indenture.

                 "Determination Date" means the second Business Day prior
to each Settlement Date.

                 "Dividend Rate" means, with respect to each series of
Preferred Membership Interests, the rate at which distributions of
interest with respect to such Preferred Membership Interests are made.

                                   -9-

<PAGE>

                 "Dollar" and the symbol "$" mean the lawful currency of
the United States.

                 "Eligible Consumer Lease" means a Consumer Lease that as
of the date allocated to the Lease SUBI Portfolio satisfied the following
eligibility criteria:

                 (i)     it was not a Charged-Off Lease;

                 (ii)    it was not an Ineligible Delinquent Lease;

                 (iii)   it was an obligation of an Eligible Obligor;

                 (iv)    it had an initial term of 60 months or less;

                 (v)     it was denominated and payable only in Dollars in
         the United States;

                 (vi)    it was originated and has been administered since
         origination in accordance with Applicable Law;

                 (vii)   it was originated in accordance with the
         Policies;

                 (viii)  it did not contravene in any material respect
         any Applicable Law and VMS or PHH Consumer Lease is not in
         violation in any material respect of any Applicable Law in
         connection with it;

                 (ix)    it was not subject to any dispute in whole or in
         part or to any offset, counterclaim, defense, rescission,
         recoupment or subordination;

                 (x)     it was the legal, valid and binding obligation of
         the Obligor thereunder, enforceable against such Obligor to pay
         the full amount thereof in accordance with its terms, except as
         enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting
         the enforcement of creditors' rights generally and by general
         equitable principles (whether enforcement is sought by
         proceedings in equity or law);

                 (xi)    the Origination Trust has only one "original"
         counterpart of such Consumer Lease and such original is held by
         the Custodian;

                 (xii)   it is either an Open-End Lease or a Closed-End
         Lease;

                 (xiii)  it is a "hell or high water" net lease under
         which the Obligor's payment obligations thereunder are absolute,
         unconditional and noncancellable and not subject to abatement or
         adjustment;

                                   -10-

<PAGE>

                 (xiv)    the Obligor thereunder is required to maintain
         casualty insurance with respect to the related Leased Vehicle in
         accordance with the Policies;

                 (xv)     any consents, approvals or authorizations
         necessary for the assignment and sale thereof by PHH Consumer
         Lease to SPV and by SPV to the Origination Trust have been
         obtained;

                 (xvi)    if not originated by the Origination Trust, all
         right, title and interest in it has been validly sold by PHH
         Consumer Lease to SPV pursuant to the Asset Sale Agreement and
         validly assigned by SPV to the Origination Trust pursuant to the
         Contribution Agreement;

                 (xvii)   the Obligor of which has accepted the related
         Leased Vehicle;

                 (xviii)  it provides for equal monthly depreciation
         payments and accrues a finance or other lease charge on the Net
         Book Value of the related Leased Vehicle at a floating rate at
         least equal to the CP Rate from time to time or at a fixed rate;

                 (xix)    if a Closed-End Lease, the Stated Residual Value
         of the related Leased Vehicle was no greater than the ALG
         Residual Value thereof at origination;

                 (xx)     if a Fixed Rate Lease, on or before the date on
         which such Fixed Rate Lease was allocated to the Lease SUBI
         Portfolio, the Issuer held any Lease Rate Cap with respect to
         such Fixed Rate Lease required to be held by the Issuer by the
         terms of any Indenture Supplement;

                 (xxi)    if a Floating Rate Lease, the Obligor thereunder
         has no right to convert the floating rate at which the finance
         charges accrue thereunder to a fixed rate; and

                 (xxii)   the Leased Vehicle leased thereunder (x) is free
         and clear of all Liens (other than Permitted Liens) and (y) the
         Certificate of Title for such Leased Vehicle is registered in
         the name of the Origination Trust and indicates only a Lien in
         the name of (1) PHH Consumer Lease, in the case of a Consumer
         Lease originated by PHH Consumer Lease and assigned to the
         Origination Trust or a Consumer Lease originated by the
         Origination Trust prior to July 15, 1999 or (2) SPV, in the case
         of all other Consumer Leases (or, such a Certificate of Title
         has been applied for).

                 "Eligible Counterparty" means a financial institution
having on the date of any acquisition of a Hedging Instrument commercial
paper or short-term deposit ratings which are equal to or higher than A-1
by Standard & Poor's and P-1 by Moody's and unsecured debt ratings which
are equal to or higher than A by Standard & Poor's and A2 by Moody's and

                                   -11-

<PAGE>

who, in the event that its commercial paper or short-term deposit ratings
are reduced below such ratings, agrees to secure its obligations under
such Hedging Instrument.

                 "Eligible Deposit Account" means (a) a segregated
identifiable trust account established in the trust department of a
Qualified Trust Institution or (b) a separately identifiable deposit
account established in the deposit taking department of a Qualified
Institution.

                 "Eligible Lease" means a Lease that as of the date
allocated to the Lease SUBI Portfolio was either an Eligible Consumer
Lease or a Lease arising under an Eligible Master Lease that satisfied
the following eligibility criteria:

                 (a)   it had an initial term of 120 months or less;

                 (b)   the Obligor of which has accepted the related
         Leased Vehicle;

                 (c)   it provides for equal monthly depreciation payments
         and accrues a finance or other lease charge on the Net Book
         Value of the related Leased Vehicle at a floating rate at least
         equal to the CP Rate from time to time or at a fixed rate;

                 (d)   if a Closed-End Lease, the Stated Residual Value of
         the related Leased Vehicle was no greater than the ALG Residual
         Value thereof at origination;

                 (e)   if a Fixed Rate Lease, on or before the date on
         which such Fixed Rate Lease was allocated to the Lease SUBI
         Portfolio, the Issuer held any Lease Rate Cap with respect to
         such Fixed Rate Lease required to be held by the terms of any
         Indenture Supplement;

                 (f)   if a Floating Rate Lease and the Obligor thereunder
         has the right to convert the floating rate at which the finance
         charges accrue thereunder to a fixed rate, upon conversion the
         fixed rate will be at least equal to the sum of the PHH Treasury
         Note Rate on the conversion date and 0.50%; and

                 (g)   the Leased Vehicle leased thereunder (x) is free
         and clear of all Liens (other than Permitted Liens), (y) if such
         Leased Vehicle is subject to a certificate of title act or
         statute, the Certificate of Title for such Leased Vehicle is
         registered in the name of the Origination Trust and indicates
         only a Lien in the name of (1) VMS, in the case of a Lease
         originated by VMS and assigned to the Origination Trust or a
         Lease originated by the Origination Trust prior to July 15, 1999
         or (2) SPV, in the case of all other Leases (or, such a
         Certificate of Title has been applied for) or (z) if such Leased
         Vehicle is not subject to a certificate of title act or statute,
         all filings necessary to evidence the security interest of  (1)

                                   -12-

<PAGE>

         VMS, in the case of a Lease originated by VMS and assigned to
         the Origination Trust or (2) SPV, in the case of all other
         Leases, in such Leased Vehicle have been made in all appropriate
         jurisdictions.

                 "Eligible Master Lease" will mean each Master Lease
Agreement that as of the date the first Lease thereunder was allocated to
the Lease SUBI satisfied the following eligibility criteria:

                 (a)   it was not a Charged-Off Lease;

                 (b)   it was not an Ineligible Delinquent Lease;

                 (c)   it was an obligation of an Eligible Obligor;

                 (d)   it was denominated and payable only in Dollars in
         the United States;

                 (e)   it was originated and has been administered since
         origination in accordance with Applicable Law;

                 (f)   it was originated in accordance with the Policies;

                 (g)   it did not contravene in any material respect any
         Applicable Law and VMS is not in violation in any material
         respect of any Applicable Law in connection with it;

                 (h)   it was not subject to any dispute in whole or in
         part or to any offset, counterclaim, defense, rescission,
         recoupment or subordination;

                 (i)   it was the legal, valid and binding obligation of
         the Obligor thereunder, enforceable against such Obligor to pay
         the full amount thereof in accordance with its terms, except as
         enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting
         the enforcement of creditors' rights generally and by general
         equitable principles (whether enforcement is sought by
         proceedings in equity or law);

                 (j)   the Origination Trust has only one "original"
         counterpart of such Master Lease Agreement and such original is
         held by the Custodian;

                 (k)   it is either an Open-End Lease or a Closed-End
         Lease;

                 (l)   it is a "hell or high water" net lease under which
         the Obligor's payment obligations thereunder are absolute,
         unconditional and noncancellable and not subject to abatement or
         adjustment;




                                   -13-

<PAGE>

                 (m)   the Obligor thereunder is required to maintain
         casualty insurance or to self-insure with respect to the related
         Leased Vehicles in accordance with the Policies;

                 (n)   any consents, approvals or authorizations necessary
         for the assignment and sale thereof by VMS to the Origination
         Trust have been obtained; and

                 (o)   if not originated by the Origination Trust, all
         right, title and interest in it has been validly sold to the
         Origination Trust by VMS pursuant to that certain Assignment and
         Assumption Agreement dated December 17, 1998 or validly assigned
         to the Origination Trust by SPV pursuant to the Contribution
         Agreement and, if assigned by SPV to the Origination Trust, was
         validly sold by VMS to SPV pursuant to the Asset Sale Agreement.

                 "Eligible Obligor" means each Obligor in respect of a
Master Lease Agreement, a Consumer Lease or a Fleet Receivable that
satisfies the following eligibility criteria:

                 (a)   its billing address is located in the United
         States;

                 (b)   it is not the United States federal government, or
         any subdivision thereof, or any agency, department or
         instrumentality thereof;

                 (c)   it is not an Affiliate of ARAC; and

                 (d)   it is not the subject of any voluntary or
         involuntary bankruptcy proceeding, unless, in the case of a
         Master Lease Agreement, a bankruptcy court shall have entered an
         order reaffirming such Obligor's obligations under such Master
         Lease Agreement.

                 "Eligible Receivables" means, as of any date of
determination, each Fleet Receivable that satisfies the following
eligibility criteria:

                 (a)   it is an obligation of an Eligible Obligor;

                 (b)   it is not a Charged-Off Receivable;

                 (c)   it is denominated and payable only in Dollars in the
         United States;

                 (d)   it and the related Fleet Service Contract do not
         contravene in any material respect any Applicable Law and VMS is
         not in violation in any material respect of any Applicable Law
         in connection with it or the related Fleet Service Contract;

                 (e)   the related Fleet Service Contract was originated in
         accordance with the Policies;

                                   -14-

<PAGE>

                 (f)   it has been billed, the goods or services giving
         rise to it have been provided and it is payable within 45 days
         of the billing date;

                 (g)   it is an "eligible asset" within the meaning of
         Rule 3a-7 promulgated under the Investment Company Act;

                 (h)   it is not subject to the laws of any jurisdiction
         whose laws would prohibit the assignment and sale thereof by VMS
         to SPV pursuant to the Receivable Purchase Agreement and the
         contribution thereof by SPV to the Origination Trust pursuant to
         the Contribution Agreement;

                 (i)   any consents, approvals or authorizations necessary
         for the assignment and sale thereof by VMS to SPV pursuant to
         the Receivable Purchase Agreement and the contribution thereof
         by SPV to the Origination Trust pursuant to the Contribution
         Agreement have been obtained with respect to such Fleet
         Receivable;

                 (j)   all right, title and interest in it has been
         validly sold by VMS to SPV pursuant to the Receivable Purchase
         Agreement and validly assigned by SPV to the Origination Trust
         pursuant to the Contribution Agreement;

                 (k)   the Origination Trust has legal and beneficial
         ownership therein free and clear of all Liens other than
         Permitted Liens;

                 (l)   it is not subject to any dispute in whole or in
         part or to any offset, counterclaim, defense, rescission,
         recoupment or subordination;

                 (m)   it is at all times the legal, valid and binding
         obligation of the Obligor thereon, enforceable against such
         Obligor to pay the full amount thereof in accordance with its
         terms, except as enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium or similar
         laws affecting the enforcement of creditors' rights generally
         and by general equitable principles (whether enforcement is
         sought by proceedings in equity or law); and

                 (n)   it constitutes an "account" or a "general
         intangible" under the applicable UCC.

                 "Enhancement Provider" means, with respect to any
Series, the Person, if any, designated as such in the related Indenture
Supplement.

                 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and any successor statute of similar import, in
each case as in effect from time to time. References to sections of ERISA
also refer to any successor sections.

                                   -15-

<PAGE>

                 "Euroclear" means Euroclear System.

                 "Event of Default" is defined in Section 9.1 of the Base
Indenture.

                 "Excess Consumer Lease Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if
any, of (a) the aggregate Lease Balance of all Eligible Leases that are
Consumer Leases allocated to the Lease SUBI Portfolio as of the last day
of the Monthly Period immediately preceding the first day of such Accrual
Period over (b) an amount equal to 1.0% of the Aggregate Lease Balance as
of such date.

                 "Excess Damage Charges" means the charges under a Lease
due to damage to the related Leased Vehicle over a prescribed limit.

                 "Excess Longer-Term Lease Amount" means, as of any date
of determination during an Accrual Period, an amount equal to the greater
of (a) the excess, if any, of (i) the aggregate Lease Balance of all
Eligible Leases having remaining terms of longer than five years
allocated to the Lease SUBI Portfolio as of the last day of the Monthly
Period immediately preceding the first day of such Accrual Period over
(ii) an amount equal to 15% of the Aggregate Lease Balance as of such
date and (b) the excess, if any, of (i) the aggregate Lease Balance of
all Eligible Leases having remaining terms of longer than seven years
allocated to the Lease SUBI Portfolio as of the last day of the Monthly
Period immediately preceding the first day of such Accrual Period over
(ii) an amount equal to 5% of the Aggregate Lease Balance as of such
date.

                 "Excess Mileage Charges" means the charges under a Lease
due to mileage on the related Leased Vehicle over a prescribed limit.

                 "Excess Paid-In-Advance Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the greatest
of (a) the excess, if any, of (i) the aggregate Cost of each Paid-In
Advance Vehicle allocated to the Lease SUBI Portfolio as of the last day
of the Monthly Period immediately preceding the first day of such Accrual
Period (or, if any such Paid-In Advance Vehicle was allocated to the
Lease SUBI after the last day of such Monthly Period, the Cost thereof as
of the date such Paid-In Advance Vehicle was allocated to the Lease SUBI
Portfolio) over (ii) an amount equal to 10% of the Aggregate Unit Balance
as of such date, (b) the excess, if any, of (i) the aggregate Cost of
each Paid-In Advance Vehicle allocated to the Lease SUBI Portfolio for
more than 60 days as of the last day of the Monthly Period immediately
preceding the first day of such Accrual Period over (ii) an amount equal
to 2.5% of the Aggregate Unit Balance as of such date and (c) the
aggregate Cost of each Paid-In Advance Vehicle allocated to the Lease
SUBI Portfolio for more than 120 days as of the last day of the Monthly
Period immediately preceding the first day of such Accrual Period.

                 "Excess Residual Value Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the excess, if

                                   -16-

<PAGE>

any, of (i) the Aggregate Residual Value Amount as of such date over (ii)
an amount equal to 10% of the Aggregate Unit Balance as of such date.

                 "Excess State Obligor Risk Amount" means, as of any date
of determination during an Accrual Period, an amount equal to the excess,
if any, of (a) the aggregate Lease Balance of all Eligible Leases the
Obligor of which is a state or local government or any subdivision
thereof, or any agency, department or instrumentality thereof allocated
to the Lease SUBI Portfolio as of the last day of the Monthly Period
immediately preceding the first day of such Accrual Period over (b) an
amount equal to 3.0% of the Aggregate Lease Balance as of such date.

                 "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                 "Existing Liens" means a claim for $914,160,108.23 owing
to The Chase Manhattan Bank.

                 "Expected Final Distribution Date" means, with respect
to any applicable Series of Investor Notes, the date stated in the
related Indenture Supplement as the date on which such Series of Investor
Notes is expected to be paid in full.

                 "FDIC" means the Federal Deposit Insurance Corporation.

                  "Fixed Rate Lease" means a Lease accruing finance
charges at a fixed rate per annum.

                 "Fleet Receivables" means all amounts payable under the
Fleet Service Contracts, a beneficial interest in a portion of which is
represented by the Fleet Receivable SUBI Certificate.

                 "Fleet Receivable SUBI" means that special unit of
beneficial interest in the Origination Trust created by the Fleet
Receivable SUBI Supplement in a pool of  Fleet Receivables acquired by
SPV from VMS pursuant to the Receivable Purchase Agreement and
contributed by SPV to the Origination Trust pursuant to the Contribution
Agreement and all Origination Trust Assets associated with the Fleet
Receivables, including all right, title and interest of SPV under the
Receivables Purchase Agreement.

                 "Fleet Receivable SUBI Certificate" means the Class X
1999-1B Sold SUBI Certificate, a certificate of beneficial ownership,
representing a portion of the Fleet Receivable SUBI issued pursuant to
the Fleet Receivable SUBI Supplement.

                 "Fleet Receivable SUBI Supplement" means the Sold SUBI
Supplement 1999-1B to the Origination Trust Agreement, dated as of the
Initial Closing Date, among SPV, as settlor and initial beneficiary, VMS,
as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware
Trustee and SUBI Trustee.



                                   -17-

<PAGE>

                 "Fleet Service Contract" means a fleet maintenance
contract, fleet management contract, fuel card contract or any other
service contract the fees for which are billed or would be billed by VMS,
together with the Leases.

                 "Floating Rate Lease" means a Lease accruing finance
charges at a floating rate per annum.

                 "Foreign Clearing Agency" means Cedel and Euroclear.

                 "GAAP" means the generally accepted accounting
principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors and successors from time to time.

                 "Gain on Sale Account" is defined in Section 5.2 of the
Base Indenture.

                 "Global Note" is defined in Section 2.12 of the Base
Indenture.

                 "Governmental Authority" means the United States of
America, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

                 "Hedging Instrument" means one or more interest rate
swap contracts, interest rate cap agreements or similar contracts entered
into by, or assigned to, the Issuer in connection with the issuance of a
Series of Investor Notes, as specified in the related Indenture
Supplement, providing limited protection against interest rate risks.

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

                 "Incidental Lease Termination Charges" means all Excess
Damage Charges, Excess Mileage Charges and any charges imposed upon the
early termination of a Lease.

                 "Indebtedness", as applied to any Person, means, without
duplication, (a) all indebtedness for borrowed money, (b) that portion of
obligations with respect to any lease of any property (whether real,
personal or mixed) that is properly classified as a liability on a
balance sheet in conformity with GAAP, (c) notes payable and drafts
accepted representing extensions of credit whether or not representing
obligations for borrowed money, (d) any obligation owed for all or any
part of the deferred purchase price for property or services, which
purchase price is (i) due more than six months from the date of the
incurrence of the obligation in respect thereof or (ii) evidenced by a
note or similar written instrument, (e) all indebtedness secured by any

                                   -18-

<PAGE>

Lien on any property or asset owned by that Person regardless of whether
the indebtedness secured thereby shall have been assumed by that Person
or is nonrecourse to the credit of that Person, and (f) without
duplicating any of the foregoing, all Contingent Obligations of such
Person in respect of any of the foregoing.

                 "Indenture" means the Base Indenture and all amendments
thereof and supplements thereto, including any Indenture Supplement.

                 "Indenture Supplement" means, with respect to any Series
of Investor Notes, a supplement to the Base Indenture complying with the
terms of Section 2.2 of the Base Indenture, executed in conjunction with
any issuance of any Series of Investor Notes (or, in the case of the
issuance of Investor Notes on the Initial Closing Date, the supplement
executed in connection with the issuance of such Notes).

                 "Indenture Trustee" means the party named as such in the
Indenture until a successor replaces it in accordance with the applicable
provisions of the Indenture and thereafter means the successor serving
thereunder.

                 "Independent" means, when used with respect to any
specified Person, that the person (a) is in fact independent of the
Issuer, any other obligor upon the Investor Notes, VMS and any Affiliate
of any of the foregoing persons, (b) does not have any direct financial
interest or any material indirect financial interest in the Issuer, any
such other obligor, VMS or any Affiliate of any of the foregoing Persons
and (c) is not connected with the Issuer, any such other obligor, VMS or
any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing
similar functions.

                 "Independent Certificate" means a certificate or opinion
to be delivered to the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements
of Section 13.1, of the Base Indenture made by an Independent engineer,
appraiser or other expert appointed by the Issuer and approved by the
Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of
"Independent" herein and that the signer is Independent within the
meaning thereof.
the Base Indenture.

                 "Independent Manager" is defined in the LLC Agreement.

                 "Ineligible Delinquent Lease" means (a) a Master Lease
Agreement as to which 50% or greater of the billings to the Obligor
thereof remain unpaid for more than 60 days from the original due date or
which has been declared in default under the Policies or (b) a Consumer
Lease as to which any amounts remain unpaid for more than 60 days from
the original due date or which has been declared in default under the
Policies.


                                   -19-

<PAGE>

                 "Initial Aggregate Lease Balance" means $2,504,471,579.

                 "Initial Assignment" is defined in Section 2.1 of the
Transfer Agreement.

                 "Initial Closing Date" means June 30, 1999.

                 "Initial Cut-off Date" means June 18, 1999.

                 "Initial Invested Amount" means, with respect to any
Series of Investor Notes, the aggregate initial principal amount
specified in the related Indenture Supplement.

                 "Initial Units" means, as of the Initial Closing Date,
all Units allocated to the Lease SUBI Portfolio as of the Initial Closing
Date.

                 "Insolvency Event" means, as to any Person:

                 (a)   (i) a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in
         an involuntary case under the Bankruptcy Code or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in
         effect, which decree or order is not stayed, or any other
         similar relief shall be granted under any applicable federal or
         state law, (ii) an involuntary case is commenced against such
         Person under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect which remains
         undismissed, undischarged or unbonded for a period of 60 days or
         (iii) such Person shall have a decree or an order for relief
         entered with respect to it or commence a voluntary case under
         the Bankruptcy Code or any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect;

                 (b)   such Person shall consent to the appointment of
         a conservator or receiver or liquidator in any insolvency,
         readjustment of debt, marshaling of assets and liabilities or
         similar proceedings of or relating to all or substantially all
         of its property, or a decree or order of a court or agency or
         supervisory authority having jurisdiction in the premises for
         the appointment of a conservator or receiver or liquidator in
         any insolvency, readjustment of debt, marshaling of assets and
         liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against such
         Person; or such Person shall admit in writing its inability to
         pay its debts generally as they become due, file a petition to
         take advantage of any applicable insolvency or reorganization
         statute, make an assignment for the benefit of its creditors or
         voluntarily suspend payment of its obligations.

                 "Interest Period" means, with respect to any Series of
Investor Notes, the period specified in the related Indenture Supplement.


                                   -20-

<PAGE>

                 "Invested Amount" means, with respect to each Series of
Investor Notes, the amount specified in the related Indenture Supplement.

                 "Invested Percentage" means, with respect to any Series
of Investor Notes, the percentage specified in the related Indenture
Supplement.

                 "Investment Company Act" means the Investment Company
Act of 1940, as amended.

                 "Investor Noteholder" and "Holder" means the Person in
whose name an Investor Note is registered in the Note Register.

                 "Investor Notes" means any one of the promissory notes
(including, without limitation, the Bearer Notes, the Registered Notes or
the Global Notes) issued by the Issuer, executed by the Issuer and
authenticated by the Indenture Trustee substantially in the form (or
forms in the case of a Series of Notes with multiple Classes) of the
investor note attached to the related Indenture Supplement.

                 "Issuer" means Greyhound Funding LLC, a Delaware limited
liability company.

                 "Issuer Accounts" means the Collection Account and each
Series Account.

                 "Issuer Assets" means all assets of the Issuer,
including, among other things, the SUBIs, the SUBI Certificates
(including all rights of the holder thereof under the Origination Trust
Documents), the Units, any Hedging Instruments, the Transfer Agreement,
the Administration Agreement, the Management Agreement and all proceeds
of the foregoing.

                 "Issuer General Account" is defined in the LLC
Agreement.

                 "Issuer Obligations" means all principal and interest,
at any time and from time to time, owing by the Issuer on the Investor
Notes and all costs, fees and expenses payable by, or obligations of, the
Issuer under the Indenture.

                 "Issuer Order" and "Issuer Request" means a written
order or request signed in the name of the Issuer by any one of its
Authorized Officers and delivered to the Indenture Trustee.

                 "Lease Balance" means, as of any date of determination,
with respect to (a) any Open-End Lease, an amount equal to the Net Book
Value of the Leased Vehicle subject to such Lease and (b) any Closed-End
Lease, an amount equal to the sum of all remaining monthly lease payments
(other than payments of finance charges and other incidental fees) due in
respect of such Leased Vehicle on or after such date; provided, however
that the Lease Balance of a Charged-Off Lease shall be zero.


                                   -21-

<PAGE>

                 "Lease Balance Decline" means, for any Lease for any
Settlement Date, an amount equal to the sum of (a) the Lease Balance of
such Lease as of the last day of the Monthly Period preceding the Monthly
Period immediately preceding such Settlement Date less the Lease Balance
of such Lease as of the last day of the Monthly Period immediately
preceding such Settlement Date plus (b), in the case of a Closed-End
Lease, the Net Book Value of the related Unit Vehicle if such Unit
Vehicle shall have become a Residual Value Vehicle during the Monthly
Period immediately preceding such Settlement Date.

                 "Lease" means an Open-End Lease or a Closed-End Lease
originated by or on behalf of VMS or the Origination Trust pursuant to a
Master Lease Agreement or a Consumer Lease originated by or on behalf of
VMS or the Origination Trust.

                 "Leased Vehicle" means the Vehicle subject to a Lease.

                 "Lease Rate Cap" means, with respect to any Series of
Investor Notes, the interest rate caps that are required to be maintained
by the Issuer pursuant to the related Indenture Supplement.

                 "Lease SUBI" means that special unit of beneficial
interest in the Origination Trust created by the Lease SUBI Supplement.

                 "Lease SUBI Certificate" means the certificate of
beneficial ownership, representing beneficial ownership in the Sold Units
allocated to the Lease SUBI Portfolio issued pursuant to the Lease SUBI
Supplement.

                 "Lease SUBI Portfolio" or "1999-1A Sold SUBI Portfolio"
means the Origination Trust Assets that are from time to time allocated
to the Lease SUBI in accordance with the terms of the Origination Trust
Documents.

                 "Lease SUBI Supplement" means the Sold SUBI Supplement
1999-1A to the Origination Trust Agreement, dated as of the Initial
Closing Date, among SPV, as settlor and initial beneficiary, VMS, as UTI
Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee
and SUBI Trustee.

                 "Lien" means, when used with respect to any Person, any
interest in any real or personal property, asset or other right held,
owned or being purchased or acquired by such Person which secures payment
or performance of any obligation, and shall include any mortgage, lien,
pledge, encumbrance, charge, retained security title of a conditional
vendor or lessor, or other security interest of any kind, whether arising
under a security agreement, mortgage, lease, deed of trust, chattel
mortgage, assignment, pledge, retention or security title, financing or
similar statement, or notice or arising as a matter of law, judicial
process or otherwise.




                                   -22-

<PAGE>

                 "LLC Agreement" means the Limited Liability Agreement of
the Issuer, dated as of the Initial Closing Date, as amended, modified or
supplemented from time to time in accordance with its terms.

                 "Luxembourg Agent" is defined in Section 2.3(c) of the
Base Indenture.

                 "Majority in Interest" of each Series of Investor Notes
means Noteholders of such Series holding Investor Notes evidencing more
than 50% by outstanding principal amount of each Class of Investor Notes
of such Series.

                 "Management Agreement" means the Management Agreement,
dated as of the Initial Closing Date, by and among the Managing Agent,
the Issuer and the Administrator, as amended, modified or supplemented
from time to time in accordance with its terms.

                 "Manager" is defined in the LLC Agreement.

                 "Managing Agent" means Global Securitization Services
LLC or a successor Managing Agent under the Management Agreement.

                 "Master Lease Agreement" means each master lease
agreement between an Obligor and VMS and assigned by VMS to the
Origination Trust or assigned by VMS to SPV and by SPV to the Origination
Trust or between an Obligor and the Origination Trust, in each case, in
all material respects in a form attached to the Series 1999-1 SUBI
Servicing Supplement.

                 "Material Adverse Effect" means, with respect to any
occurrence, event or condition:

                 (i)   a material adverse effect on the Issuer's title to
         the SUBI Certificates or the beneficial interest in the Sold
         Units or Fleet Receivables represented thereby;

                 (ii)  a material adverse effect on the validity, status,
         perfection or priority of the Lien of the Indenture Trustee in
         the Collateral;

                 (iii) a material adverse effect on the business,
         properties, financial condition or results of operations of the
         Issuer or the ability of the Issuer to perform its obligations
         under the Indenture;

                 (iv)  a material adverse effect on the business,
         properties, financial condition or results of operations of ARAC
         and its subsidiaries as a whole; or

                 (v)   a material adverse effect on the validity or
         enforceability of the Indenture or any of the other Transaction
         Documents.


                                   -23-

<PAGE>

                 "Maximum Invested Amount" means, with respect to each
Series of Investor Notes, the amount, if any, specified in the related
Indenture Supplement.

                 "Member" means a Preferred Member or the Common Member.

                 "Membership Interest" means a Preferred Membership
Interest or the Common Membership Interest.

                 "Minimum Adjusted Aggregate Unit Balance" means the sum
of the numerators used on such date to calculate the Invested Percentage
with respect to Collections for all Series of Outstanding Investor Notes
on such date.

                 "Minimum Yield Rate" means, for any Settlement Date, a
rate per annum equal to the sum of (i) the Weighted Average Cost of Funds
for such Settlement Date, (ii) the Weighted Average Servicing Fee
Percentage for such Settlement Date and (iii) 0.25%.

                 "Monthly Period" means, unless otherwise defined in any
Indenture Supplement, the period from and including a Period End Date
(or, in the case of the initial Monthly Period, from the Initial Cutoff
Date) to but excluding the succeeding Period End Date.

                 "Monthly Residual Value Gain" means, for any Monthly
Period, an amount equal to the excess, if any, of  (a)  all Termination
Proceeds received by the Servicer during such Monthly Period for all Unit
Vehicles that became Residual Value Vehicles during such Monthly Period
and all prior Monthly Periods over (b) the aggregate Net Book Values of
all Unit Vehicles that became Residual Value Vehicles during such Monthly
Period.

                 "Monthly Residual Value Loss" means, for any Monthly
Period, an amount equal to the excess, if any, of  (a) the aggregate Net
Book Values of all Unit Vehicles that became Residual Value Vehicles
during such Monthly Period over (b) all Termination Proceeds received by
the Servicer during such Monthly Period for all Unit Vehicles that became
Residual Value Vehicles during such Monthly Period and all prior Monthly
Periods.

                 "Monthly Servicer Advance" means the aggregate amount of
funds advanced by the Servicer to the Issuer on any Settlement Date for
deposit in the Collection Account in respect of monthly lease payments
due but not received during the immediately preceding Monthly Period on
the Sold Units and in respect of Fleet Receivables due but not received
during the immediately preceding Monthly Period in accordance with the
Series 1999-1 SUBI Servicing Supplement.

                 "Monthly Servicer Advance Reimbursement Amount" means,
on any Settlement Date, the aggregate amount payable to the Servicer in
reimbursement of amounts previously advanced by the Servicer in respect
of delinquent monthly lease payments and delinquent Fleet Receivables


                                   -24-

<PAGE>

pursuant to Section 7.4 of the Series 1999-1 SUBI Servicing Supplement on
such Settlement Date.

                 "Monthly Settlement Statement" means, with respect to
each Series of Outstanding Investor Notes, the settlement statement in
the form attached to the related Indenture Supplement delivered by the
Issuer to the Indenture Trustee pursuant to Section 4.4(a) of the Base
Indenture.

                 "Moody's" means Moody's Investors Service, Inc.

                 "Net Book Value" means, as of any date of determination
during an Accrual Period with respect to each Leased Vehicle, such Leased
Vehicle's Capitalized Cost minus the sum of all monthly lease payments
billed thereunder  (other than payments of finance charges and other
incidental fees) in respect of such Leased Vehicle through such date.

                 "1999-1B Invested Amount" is defined in the Fleet
Receivable SUBI Supplement.

                 "1999-1B Sold SUBI Portfolio" means the Origination
Trust Assets that are from time to time allocated to the Fleet Receivable
SUBI in accordance with the terms of the Origination Trust Documents.

                 "Note Rate" means, with respect to any Series of
Investor Notes, the annual rate at which interest accrues on the Investor
Notes of such Series of Investor Notes (or formula on the basis of which
such rate shall be determined) as stated in the related Indenture
Supplement.

                 "Note Register" means the register maintained pursuant
to Section 2.4(a) of the Base Indenture, providing for the registration
of the Investor Notes and transfers and exchanges thereof.

                 "Obligor" means, with respect to any Lease or Fleet
Receivable, the Person or Persons obligated to make payment with respect
to such Lease or Fleet Receivable, including any guarantor thereof.

                 "Officer's Certificate" means a certificate signed by an
Authorized Officer of the Issuer, SPV, the Origination Trust, the
Servicer or the Administrator, as the case may be.

                 "Open-End Lease" means a lease obligation in respect of
a single vehicle which may arise pursuant to a master lease agreement
providing for the lease of a fleet of vehicles or pursuant to a lease
agreement providing for the lease of a single vehicle that, in each case,
obligates the lessee thereunder to pay the lessor at lease termination
any deficit between the sales proceeds from the sale of the vehicle
subject thereto and the book value thereof (other than the portion of any
deficit resulting from the sales proceeds being less than 16% of the fair
market value thereof determined in accordance with such lease).



                                   -25-

<PAGE>

                 "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Indenture Trustee.  The counsel may be
an employee of or counsel to the Issuer, SPV, VMS, the Origination Trust,
the Administrator or the Servicer, as the case may be.

                 "Origination Trust" means D.L. Peterson Trust, a
statutory business trust organized under the laws of the State of
Delaware.

                 "Origination Trust Agreement" means the Amended and
Restated Origination Trust Agreement, dated as of the Initial Closing
Date, among SPV, as settlor and initial beneficiary, VMS, as UTI Trustee,
and Wilmington Trust Company, as Delaware Trustee, as amended,
supplemented and modified by the Lease SUBI Supplement and the Fleet
Receivable SUBI Supplement and as the same may be further amended,
supplemented or modified from time to time.

                 "Origination Trust Assets" means all assets, at any
time, owned by the Origination Trust at such time.

                 "Origination Trust Documents" means the Origination
Trust Agreement, including the Lease SUBI Supplement and the Fleet
Receivable SUBI Supplement, the Origination Trust Servicing Agreement,
including the Series 1999-1 SUBI Servicing Supplement, the Custodian
Agreement, the SUBI Certificates, the Receivable Purchase Agreement, the
Asset Sale Agreement and the Contribution Agreement.

                 "Origination Trust Servicing Agreement" means the
Origination Trust Servicing Agreement, dated as of the Initial Closing
Date, between the Origination Trust and the Servicer as amended,
supplemented and modified by the Series 1999-1 SUBI Servicing Supplement
and as the same may be further amended, supplemented or modified from
time to time.

                 "Outstanding" has the meaning, with respect to any
Series of Investor Notes, set forth in the related Indenture Supplement.

                 "Overconcentration Amount" means, as of any date of
determination during an Accrual Period, an amount equal to the greatest
of (a) the aggregate Lease Balance of the Eligible Leases to which the
Obligors having the five largest aggregate Lease Balances of Eligible
Leases allocated to the Lease SUBI Portfolio are a party as of the last
day of the Monthly Period immediately preceding the first day of such
Accrual Period over (ii) an amount equal to 15% of the Aggregate Lease
Balance as of such date, (b) the aggregate Lease Balance of the Eligible
Leases to which the Obligors having the ten largest aggregate Lease
Balances of Eligible Leases allocated to the Lease SUBI Portfolio are a
party as of the last day of the Monthly Period immediately preceding the
first day of such Accrual Period over (ii) an amount equal to 25% of the
Aggregate Lease Balance as of such date and (c) the excess, if any, of
(i) the aggregate Lease Balance of the Eligible Leases to which the
Obligor having the largest aggregate Lease Balance of Eligible Leases
allocated to the Lease SUBI Portfolio is a party as of the last day of

                                   -26-

<PAGE>

the Monthly Period immediately preceding the first day of such Accrual
Period over (ii) an amount equal to 4% of the Aggregate Lease Balance as
of such date; provided, however that if the long-term debt obligations of
such Obligor are not rated at least Baa3 by Moody's as of such date, the
amount in this clause (ii) shall equal 3% of the Aggregate Lease Balance
as of such date.

                 "Paid-In Advance Loss Ratio" means, for any specified
Settlement Date, the quotient, expressed as a percentage, of (a) the
excess, if any, of (i) the aggregate Cost of all Unit Paid-In Advance
Vehicles that became Rejected Paid-In Advance Vehicles during the
immediately preceding Monthly Period over (ii) all Paid-In Advance
Proceeds received by the Servicer during the preceding Monthly Period for
all Unit Paid-In Advance Vehicles that became Rejected Paid-In Advance
Vehicles during such Monthly Period and all prior Monthly Periods divided
by (b) the aggregate Cost of all Unit Paid-In Advance Vehicles that
became Rejected Paid-In Advance Vehicles during the immediately preceding
Monthly Period.

                 "Paid-In Advance Proceeds" means for any Rejected Paid-
In Advance Vehicle the sum of all amounts received by the Servicer upon,
after or in connection with the sale or other disposition of such
Rejected Paid-In Advance Vehicle, net of any and all out-of-pocket costs
and expenses incurred by the Servicer in connection with such sale or
other disposition, and any and all amounts received from the related
Obligor in connection with such Rejected Paid-In Advance Vehicle.

                 "Paid-In Advance Vehicle" means a Vehicle acquired at
the request of an Obligor who is either a party to a Master Lease
Agreement or who has agreed to be bound by a Master Lease Agreement but
not yet accepted by such Obligor.

                 "Paying Agent" means any paying agent appointed pursuant
to Section 2.6 of the Base Indenture.

                 "Payment Date" means, with respect to each Series of
Investor Notes, the dates set forth in the related Indenture Supplement.

                 "PBGC" means the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

                 "Pension Plan" means any "employee pension benefit
plan", as such term is defined in ERISA, which is subject to Title IV of
ERISA (other than a "multiemployer plan", as defined in Section 4001 of
ERISA) and to which any company in the Controlled Group has liability,
including any liability by reason of having been a substantial employer
within the meaning of Section 4063 of ERISA for any time within the
preceding five years or by reason of being deemed to be a contributing
sponsor under Section 4069 of ERISA.

                 "Period End Date" means each date set forth in Schedule
X to the Series 1999-1 SUBI Servicing Supplement, as such schedule is


                                   -27-

<PAGE>

amended and supplemented from time to time in accordance with the terms
of the Series 1999-1 SUBI Servicing Supplement.

                 "Permitted Investments" means negotiable instruments or
securities, payable in Dollars, issued by an entity organized under the
laws of the United States of America and represented by instruments in
bearer or registered or in book-entry form which evidence (excluding any
security with the "r" symbol attached to its rating):

                 (i)   obligations the full and timely payment of which are
         to be made by or is fully guaranteed by the United States of
         America other than financial contracts whose value depends on
         the values or indices of asset values;

                 (ii)  demand deposits of, time deposits in, or
         certificates of deposit issued by, any depositary institution or
         trust company incorporated under the laws of the United States
         of America or any state thereof whose short-term debt is rated
         P-1 or higher by Moody's and "A-1+" or higher by Standard &
         Poor's and subject to supervision and examination by Federal or
         state banking or depositary institution authorities; provided,
         however, that at the earlier of (x) the time of the investment
         and (y) the time of the contractual commitment to invest
         therein, the certificates of deposit or short-term deposits, if
         any, or long-term unsecured debt obligations (other than such
         obligation whose rating is based on collateral or on the credit
         of a Person other than such institution or trust company) of
         such depositary institution or trust company shall have a credit
         rating from Standard & Poor's of "A-1+", in the case of
         certificates of deposit or short-term deposits, or a rating from
         Standard & Poor's not lower than "AA", in the case of long-term
         unsecured debt obligations;

                 (iii) commercial paper having, at the earlier of (x) the
         time of the investment and (y) the time of the contractual
         commitment to invest therein, a rating from Standard & Poor's of
         "A-1+";

                 (iv)  bankers' acceptances issued by any depositary
         institution or trust company described in clause (ii) above;

                 (v)   investments in money market funds rated "AAAm" by
         Standard & Poor's or otherwise approved in writing by Standard &
         Poor's;

                 (vi)  Eurodollar time deposits having a credit rating
         from Standard & Poor's of "A-1+";

                 (vii) repurchase agreements involving any of the
         Permitted Investments described in clauses (i) and (vi) above
         and the certificates of deposit described in clause (ii) above
         which are entered into with a depository institution or trust
         company, having a commercial paper or short-term certificate of

                                   -28-

<PAGE>

         deposit rating of "A-1+" by Standard & Poor's and P-1 by Moody's
         or which otherwise is approved as to collateralization by the
         Rating Agencies; and

                 (viii) any other instruments or securities, if the
         Rating Agencies confirm in writing that the investment in such
         instruments or securities will not adversely affect any ratings
         with respect to any Series of Investor Notes.

                 "Permitted Liens" means (i) Liens for current taxes not
delinquent or for taxes being contested in good faith and by appropriate
proceedings, and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP, (ii)
mechanics', materialmen's, landlords', warehousemen's and carrier's
Liens, and other Liens imposed by law, securing obligations arising in
the ordinary course of business that are not more than thirty days past
due or are being contested in good faith and by appropriate proceedings
and with respect to which adequate reserves have been established, and
are being maintained, in accordance with GAAP, (iii) on the Initial
Closing Date only, the Existing Liens, (iv) Liens in favor of the
Origination Trust in the Leased Vehicles, (v) Liens in favor of the
Issuer pursuant to the Transfer Agreement, (vi) Liens in favor of the
Indenture Trustee pursuant to the Indenture, and (vii) Liens in favor of
an Enhancement Provider, provided, however, that such Liens are
subordinate to the Liens in favor of the Indenture Trustee and have been
consented to by the Indenture Trustee.

                 "Person" means any natural person, corporation, business
trust, joint venture, association, limited liability company,
partnership, joint stock company, corporation, trust, unincorporated
organization or Government Authority.

                 "PHH Consumer Lease" means PHH Personal Lease
Corporation, a Maryland corporation.

                 "PHH Treasury Note Rate" means, on any day between the
16th day of the month through the 15th day of the following month, the
interest rate that is quoted in the Federal Reserve Statistical Release
(H.15 Report) for two year treasury constant maturities on the fifteenth
day of that month, or the first business day thereafter if the fifteenth
day of the month falls on a non-business day.

                 "Physical Property" means banker's acceptances,
commercial paper, negotiable certificates of deposits and other
obligations that constitute "instruments" within the meaning of Section
9-105(l)(i) of the applicable UCC and are susceptible to physical
delivery and Certificated Securities.

                 "Policies" means the standards, policies and procedures,
including but not limited to the credit and residual accrual policies
applied by the Servicer in originating Leases and those applied by the
Servicer in its collection and repossession activities.


                                   -29-

<PAGE>

                 "Pool Factor" means, except with respect to any Series
of Notes issued in more than one Class, a number carried out to seven
decimals representing the ratio of the applicable Invested Amount as of
such Record Date (determined after taking into account any reduction in
the Invested Amount which will occur on the following Payment Date) to
the applicable Initial Invested Amount, and with respect to a Series of
Notes having more than one Class, as specified in the Indenture
Supplement relating to such Series.

                 "Potential Amortization Event" means any occurrence or
event which, with the giving of notice, the passage of time or both,
would constitute an Amortization Event.

                 "Potential Termination Event" means any occurrence or
event which, with the giving of notice, the passage of time or both,
would constitute a Termination Event.

                 "Preferred Member" means a Person in whose name a
Preferred Membership Interest is registered in the Register.

                 "Preferred Membership Interests" means the Preferred
Membership Interests issued pursuant to the LLC Agreement.

                 "Principal Payment Amount" means, for any Settlement
Date, the sum of (a) the Lease Balance Declines for each Unit Lease for
such Settlement Date and (b) the aggregate Cost of all Paid-In Advance
Vehicles that became Rejected Paid-In Advance Vehicles during the
immediately preceding Monthly Period.

                 "Principal Terms" is defined in Section 2.2 of the Base
Indenture.

                 "Proceeding" means any suit in equity, action or law or
other judicial or administrative proceeding.

                 "Qualified Institution" means a depository institution
organized under the laws of the United States of America or any State
thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or any State
thereof and subject to supervision and examination by federal or state
banking authorities which at all times has the Required Rating and, in
the case of any such institution organized under the laws of the United
States of America, whose deposits are insured by the FDIC.

                 "Qualified Trust Institution" means an institution
organized under the laws of the United States of America or any State
thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or any State
thereof and subject to supervision and examination by federal or state
banking authorities which at all times (i) is authorized under such laws
to act as a trustee or in any other fiduciary capacity, (ii) has not less
than one billion dollars in assets under fiduciary management, and


                                   -30-

<PAGE>

(iii) has a long term deposits rating of not less than "BBB-" by Standard &
Poor's and Baa3 by Moody's.

                 "Quarterly Compliance Certificate" is defined in Section
4.1(a) of the Base Indenture.

                 "Rating Agency" means, with respect to each Series of
Notes, the rating agency or agencies, if any, specified in the related
Indenture Supplement.

                 "Rating Agency Condition" means, the notification in
writing by the Rating Agencies that a proposed action will not result in
a reduction or withdrawal by each such Rating Agency of the rating of any
Class of any Series of Outstanding Investor Notes rated by such Rating
Agency.

                 "Receivable Purchase Agreement" means the Receivable
Purchase Agreement, dated as of the Initial Closing Date, by and between
SPV and VMS, as amended, modified or supplemented from time to time in
accordance with its terms.

                 "Receivable Purchase Termination Event" is defined in
the Receivable Purchase Agreement.

                 "Record Date" means, with respect to each Series of
Notes, the dates specified in the related Indenture Supplement.

                 "Recoveries" means any amounts received by the Servicer
with respect to Charged-Off Leases, including Collections received from
Obligors and liquidation proceeds of the related Leased Vehicles, net of
(i) any applicable rental receipts tax, sales and use tax, personal
property tax, ad valorem tax or any other tax or any governmental fees or
charges, (ii) any and all out-of-pocket costs and expenses incurred by
the Servicer in connection with such recovery and (iii) any amounts
remitted to the related Obligor as required by applicable law or the
related Lease.

 .                "Register" means the register mentioned in Section 11.3
of the LLC Agreement.

                 "Registered Notes" is defined in Section 2.1 of the Base
Indenture.

                 "Rejected Paid-In Advance Vehicles" means, for any
Monthly Period, all Unit Paid-In Advance Vehicles which were sold or
otherwise disposed of after rejection thereof by the related Obligor
during such Monthly Period.

                 "Related Rights" means, with respect to any Unit, all
Origination Trust Assets to the extent such assets are associated with
such Unit.



                                   -31-

<PAGE>

                 "Repurchase Amount" means, with respect to any Series of
Investor Notes, the amount specified in the related Indenture Supplement.

                 "Required Aggregate Asset Amount" means the sum of the
Required Asset Amounts with respect to all Series of Outstanding Investor
Notes.

                 "Required Asset Amount" means, with respect to any
Series of Investor Notes, the amount specified in the related Indenture
Supplement.

                 "Required Overcollateralization Amount" means, with
respect to any Series of Investor Notes, the amount specified in the
related Indenture Supplement.

                 "Required Rating" means a short-term certificate of
deposit rating from Moody's of P-1 and from Standard & Poor's of "A-1"
and a long-term unsecured debt rating of not less than Aa3 by Moody's and
"AA-" by Standard & Poor's.

                 "Requirements of Law" means, with respect to any Person
or any of its property, the certificate of incorporation or articles of
association and by-laws or other organizational or governing documents of
such Person or any of its property, and any law, treaty, rule or regulation,
or determination of any arbitrator or Governmental Authority, in
each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject,
whether Federal, state or local (including, without limitation, usury
laws, the Federal Truth in Lending Act and retail installment sales
acts).

                 "Residual Value Loss" means, for any Unit Vehicle which
became a Residual Value Vehicle during a Monthly Period, an amount equal
to (a) the Stated Residual Value of such Unit Vehicle minus (b) all
Termination Proceeds with respect to such Unit Vehicle during such
Monthly Period.

                 "Residual Value Loss Ratio" means, for any specified
Settlement Date, the quotient, expressed as a percentage, of (a) the sum
of the Residual Value Losses for all Unit Vehicles that became Residual
Value Vehicles during the preceding Monthly Period minus all Termination
Proceeds included in clauses (i) and (ii) of the definition thereof
received by the Servicer during the preceding Monthly Period for all Unit
Vehicles that became Residual Value Vehicles during prior Monthly Periods
divided by (b) the sum of the Stated Residual Values for all Unit
Vehicles that became Residual Value Vehicles during the preceding Monthly
Period.

                 "Residual Value Vehicles" means, for any Monthly Period,
all Unit Vehicles subject to Closed-End Leases (other than Unit Vehicles
subject to Charged-off Leases) which were sold or otherwise disposed of
after termination or expiration of the related Closed-End Lease during
such Monthly Period.

                                   -32-

<PAGE>

                 "Responsible Officer" means, with respect to the
Indenture Trustee, any officer within the Corporate Trust Office,
including any Assistant Vice President, Vice President, any Secretary or
Assistant Secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any Person
who at the time shall be an above-designated officer and having direct
responsibility for administration of the Indenture and the applicable
Series Supplement and also any particular officer to whom any corporate
trust matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

                 "Revised Article 8" means Revised Article 8 (1994
Version) (and corresponding amendments to Article 9) as promulgated by
the National Conference of Commissioners on Uniform State Laws.

                 "Revolving Period" means, with respect to any Series of
Investor Notes, the period specified in the related Indenture Supplement.

                 "S&P" or "Standard & Poor's" means Standard & Poor's
Ratings Service, a division of The McGraw-Hill Companies, Inc.

                 "Securities Act" means the Securities Act of 1933, as
amended.

                 "Securities Intermediary" means a "securities
intermediary" within the meaning of Section 8-102(a)(14) of Revised
Article 8.

                 "Securitization" is defined in the Origination Trust
Agreement.

                 "Security Entitlement" means a "security entitlement"
within the meaning of Section 8-102(a)(17) of Revised Article 8.

                 "Series" means any Series of Investor Notes, which may
include within any such Series a Class or Classes of Investor Notes
subordinate to another such Class or Classes of Investor Notes.

                 "Series Gain on Sale Account Percentage" means, with
respect to any Series of Investor Notes, the percentage specified in the
related Indenture Supplement.

                 "Series Account" means any account or accounts
established pursuant to an Indenture Supplement for the benefit of a
Series of Notes.

                 "Series Administrator Fee," with respect to any Series
of Notes, that portion of the Administrator Fee payable from Collections
allocable to such Series pursuant to the related Indenture Supplement.

                 "Series Closing Date" means, with respect to any Series
of Investor Notes, the date of issuance of such Series of Investor Notes,
as specified in the related Indenture Supplement.


                                   -33-

<PAGE>

                 "Series 1999-1 SUBI Servicing Supplement" means the
Series 1999-1 Servicing Supplement to the Origination Trust Servicing
Agreement, dated as of the Initial Closing Date,
between the Origination Trust and the Servicer.

                 "Series Note Termination Date" means, with respect to
any Series of Investor Notes, the date stated in the related Indenture
Supplement.

                 "Series Servicing Fee," with respect to any Series of
Notes, that portion of the Servicing Fee payable from Collections
allocable to such Series pursuant to the related Indenture Supplement.

                 "Series Servicing Fee Percentage" means, with respect to
any Series of Notes, the amount specified in the related Indenture
Supplement.

                 "Series Termination Date" means, with respect to any
Series of Investor Notes, the date stated in the related Indenture
Supplement as the termination date.

                 "Servicer" means VMS in its capacity as servicer under
the Origination Trust Servicing Agreement.

                 "Servicer Termination Event" is defined in the
Origination Trust Servicing Agreement.

                 "Servicing Fee" is defined in the Origination Trust
Servicing Agreement.

                 "Settlement Date" means the 7th day of each month, or if
such date is not a Business Day, the next succeeding Business Day,
commencing August 9, 1999.

                 "Settlement Statement" is defined in Section 4.1 of the
Base Indenture.

                 "Sold Units" means, collectively, the Initial Units and
the Additional Units.

                 "Special Purpose Entity" is defined in the Origination
Trust Agreement.

                 "SPV" means Raven Funding LLC, a Delaware limited
liability company.

                 "Stated Residual Value" means, for any Unit Vehicle
subject to a Closed-End Lease, the stated residual value of such Unit
Vehicle established at the time of origination of such Closed-End Lease
in accordance with the Policies.

                                   -34-

<PAGE>

                 "SUBI Assets" is defined in the Origination Trust
Agreement.

                 "SUBI Certificates" means the Fleet Receivable SUBI
Certificate and the Lease SUBI Certificate.

                 "SUBI Portfolio" is defined in the Origination Trust
Agreement.

                 "SUBIs" means the Fleet Receivable SUBI and the Lease
SUBI.

                 "Subsidiary" means, with respect to any Person (herein
referred to as the "parent"), any corporation, partnership, association
or other business entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or more than 50% of the general partnership
interests are, at the time any determination is being made, owned,
controlled or held by the parent or (b) that is, at the time any
determination is being made, otherwise controlled, by the parent or one
or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

                 "Tax Opinion" means an opinion of counsel to be
delivered in connection with the issuance of a new Series of Investor
Notes to the effect that, for United States federal income tax purposes,
(i) the issuance of such new Series of Notes will not affect adversely
the United States federal income tax characterization of any Series of
Outstanding Notes or Class thereof that was (based upon an opinion of
counsel) characterized as debt at the time of their issuance and (ii) the
Issuer will not be classified as an association or as a publicly traded
partnership taxable as a corporation for United States federal income tax
purposes.

                 "Termination Event" means any of a Receivable Purchase
Termination Event or a Transfer Termination Event.

                 "Termination Proceeds" means for any Residual Value
Vehicle all amounts received by the Servicer upon, after or in connection
with the termination of the related Lease including, without limitation,
(i) sales proceeds with respect to such Residual Value Vehicle, net of
any and all out-of-pocket costs and expenses incurred by the Servicer in
connection with such sale or other disposition and any amounts remitted
to the related Obligor as required by applicable law or the related
Lease, (ii) any and all insurance proceeds received in connection with
the occurrence of a casualty event in respect of such Residual Value
Vehicle and (iii) any and all amounts billed the related Obligor in
connection with the termination of such Lease, including any Incidental
Lease Termination Payments.

                 "Three Month Average Charge-Off Ratio" means, with
respect to any Settlement Date, the average of the Charge-Off Ratios for
such Settlement Date and the two immediately preceding Settlement Dates.

                                   -35-

<PAGE>

                 "Three Month Average Delinquency Ratio" means, with
respect to any Settlement Date, the average of the Delinquency Ratios for
such Settlement Date and the two immediately preceding Settlement Dates.

                 "Three Month Average Paid-In Advance Loss Ratio" means,
with respect to any Settlement Date, the average of the Paid-In Advance
Loss Ratios for such Settlement Date and the two immediately preceding
Settlement Dates.

                 "Three Month Average Residual Value Loss Ratio" means,
with respect to any Settlement Date, the average of the Residual Value
Loss Ratios for such Settlement Date and the two immediately preceding
Settlement Dates.

                 "TIA" means the Trust Indenture Act of 1939 as in force
on the date hereof, unless otherwise specifically provided.

                 "Transaction Documents" means, collectively, the Indenture,
the Investor Notes, any agreements relating to the issuance or the
purchase of any of the Investor Notes, any agreements relating to any
Credit Enhancement for any Investor Notes, the LLC Agreement, the
Transfer Agreement, the Administration Agreement, the Management
Agreement and the Origination Trust Documents.

                 "Transfer Agent and Registrar" is defined in Section 2.4
of the Base Indenture.

                 "Transfer Agreement" means the Transfer Agreement, dated
as of the Initial Closing Date, between SPV and the Issuer, as amended,
modified or supplemented from time to time in accordance with its terms.

                 "Transfer Date" means, unless otherwise specified in the
related Indenture Supplement, with respect to any Series of Notes, the
Business Day immediately prior to each Payment Date.

                 "Transferred Asset Payment" is defined in Section 2.3 of
the Transfer Agreement.

                 "Transferred Assets" is defined in the Transfer
Agreement.

                 "Transfer Termination Event" is defined in the Transfer
Agreement.

                 "Twelve Month Average Charge-Off Ratio" means, with
respect to any Settlement Date, the average of the Charge-Off Ratios for
such Settlement Date and the eleven immediately preceding Settlement
Dates.

                 "Twelve Month Average Paid-In Advance Loss Ratio" means,
with respect to any Settlement Date, the average of the Paid-In Advance
Loss Ratios for such Settlement Date and the eleven immediately preceding
Settlement Dates.

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<PAGE>

                 "Twelve Month Average Residual Value Loss Ratio" means,
with respect to any Settlement Date, the average of the Residual Value
Loss Ratios for such Settlement Date and the eleven immediately preceding
Settlement Dates.

                 "UCC" means the Uniform Commercial Code as in effect
from time to time in the applicable jurisdiction.

                 "Uncertificated Security" means an "uncertificated
security" within the meaning of the applicable UCC.

                 "Unit" means a Vehicle, the related Lease and the
Related Rights associated therewith or a Paid-In Advance Vehicle and the
Related Rights associated therewith.

                 "Unit Leases" means the Leases allocated to the Lease
SUBI Portfolio.

                 "Unit Paid-In Advance Vehicles" means the Paid-In
Advance Vehicles allocated to the Lease SUBI Portfolio.

                 "Unit Repurchase Payments" means, for any Settlement
Date, the aggregate amount payable by the Servicer pursuant to Section
7.15 of the Series 1999-1 SUBI Servicing Supplement on such Settlement
Date.

                 "Unit Vehicle" means the Leased Vehicles and Paid-In
Advance Vehicles allocated to the Lease SUBI Portfolio.

                 "United States Security Entitlement" means a "Security
Entitlement" as defined in 31 C.F.R. Section 357.2, 24 C.F.R.
Section 1.2, 12 C.F.R. Section 912.1, 12 C.F.R. Section 1511.1, 12 C.F.R.
Section 615.5450 or 31 C.F.R. Section 354.1.

                 "United States" or "U.S." means the United States of
America, its fifty States and the District of Columbia.

                 "U.S. Government Obligations" means direct obligations
of the United States of America, or any agency or instrumentality thereof
for the payment of which the full faith and credit of the United States
of America is pledged as to full and timely payment of such obligations.

                 "UTI" is defined in the Origination Trust Agreement.

                 "UTI Assets" is defined in the Origination Trust
Agreement.

                 "Vehicle" means an automobile, a truck, a truck chassis,
a truck body, a truck tractor, a truck trailer or another type of
motorized vehicle or equipment, together with any and all accessories,
additions and parts from time to time in or to any of the foregoing and
all accessions thereto


                                   -37-

<PAGE>

                 "VMS" means PHH Vehicle Management Services LLC or any
predecessor in interest thereto (including, without limitation, PHH Fleet
America Corporation and Peterson, Howell & Heather, Inc.).

                 "Weighted Average Cost of Funds" means, for any
Settlement Date, the quotient of the sum of (i) the aggregate amount of
interest payable on all Series of Outstanding Investor Notes on such
Settlement Date and (ii) the aggregate amount of dividends payable on all
series of Preferred Membership Interests on such Settlement Date divided
by the sum of (i) the weighted average aggregate Invested Amount of all
Series of Outstanding Investor Notes during the immediately preceding
Accrual Period and (ii) the aggregate stated liquidation preference of
all series of Preferred Membership Interests as of such Settlement Date
(before giving effect to any redemptions on such Settlement Date).

                 "Weighted Average Servicing Fee Percentage" means, for
any Settlement Date, the sum of (i) .01% and the quotient of the sum of
the product of the Required Asset Amount with respect to each Series of
Outstanding Notes and the Series Servicing Fee Percentage with respect to
such Series of Outstanding Notes as of the last day of the immediately
preceding Monthly Period divided by the Required Aggregate Asset Amount
as of such last day.

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

                 "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 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 Yield Shortfall Leases to Fixed Rate Leases, as of the last
day of the immediately preceding Monthly Period.

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

                 "written" or "in writing" means any form of written
communication, including, without limitation, by means of telex,
telecopier device, telegraph or cable.

                 "Yield Shortfall Amount" means, for any Settlement Date,
(i) if the Hypothetical Yield Shortfall Amount for such Settlement Date
is less than 70% of the 1999-1B Invested Amount as of such Settlement

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<PAGE>

Date (after giving effect to any increase thereof on such Settlement
Date), an amount equal to the Hypothetical Yield Shortfall Amount and
(ii) otherwise, an amount equal to the product of (x) the Weighted
Average Yield Shortfall for such Settlement Date, (y) the aggregate Lease
Balance of all Yield Shortfall Leases as of the last day of the
immediately preceding Monthly Period and (z) the Weighted Average Yield
Shortfall Life for such Settlement Date.

                 "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 Minimum Yield Rate as of
the last day of the immediately preceding Monthly Period.

                 "Yield Supplement Amount" means, as of any Settlement
Date, the excess, if any, of the Yield Shortfall Amount over 70% of the
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 Yield
Supplement Amount  will equal the Yield Shortfall Amount.



































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