EX-10.34



 






Exhibit 10.34



CHESAPEAKE FUNDING LLC,

as Issuer




PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent,




CERTAIN CP CONDUIT PURCHASERS,




CERTAIN APA BANKS,




CERTAIN FUNDING AGENTS




and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Indenture Trustee




 




SERIES 2005-1 INDENTURE SUPPLEMENT




dated as of July 15, 2005




to




BASE INDENTURE




dated as of June 30, 1999




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2 PURCHASE AND SALE OF SERIES 2005-1 INVESTOR NOTES; INCREASES
AND DECREASES OF SERIES 2005-1 INVESTED AMOUNT
	 	 	29	 
	 
	 	 	 	 
	SECTION 2.1. Purchases of the Series 2005-1 Investor Notes
	 	 	29	 
	 
	 	 	 	 
	SECTION 2.2. Delivery.
	 	 	29	 
	 
	 	 	 	 
	SECTION 2.3. Procedure for Initial Issuance and for Increasing the Series 2005-1 Invested Amount.
	 	 	30	 
	 
	 	 	 	 
	SECTION 2.4. Sales by CP Conduit Purchasers of Series 2005-1 Investor Notes to APA Banks
	 	 	32	 
	 
	 	 	 	 
	SECTION 2.5. Procedure for Decreasing the Series 2005-1 Invested Amount; Optional Termination.
	 	 	32	 
	 
	 	 	 	 
	SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the Commitments
	 	 	33	 
	 
	 	 	 	 
	SECTION 2.7. Interest; Fees.
	 	 	34	 
	 
	 	 	 	 
	SECTION 2.8. Indemnification by the Issuer and the Administrator
	 	 	36	 
	 
	 	 	 	 
	SECTION 2.9. Funding Agents
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 3 ARTICLE 5 OF THE BASE INDENTURE
	 	 	38	 
	 
	 	 	 	 
	Section 5A.1 Establishment of Series 1999-3 Subaccounts
	 	 	38	 
	 
	 	 	 	 
	Section 5A.2 Allocations with Respect to the Series 1999-3 Investor Notes
	 	 	39	 
	 
	 	 	 	 
	Section 5A.3. Determination of Interest
	 	 	41	 
	 
	 	 	 	 
	Section 5A.4. Monthly Application of Collections
	 	 	42	 
	 
	 	 	 	 
	Section 5A.5 Payment of Monthly Interest Payment, Fees and Expenses
	 	 	45	 
	 
	 	 	 	 
	Section 5A.6. Determination of Monthly Principal Payment
	 	 	46	 
	 
	 	 	 	 
	Section 5A.7 Payment of Principal
	 	 	47	 






i









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 5A.8 The Administrator’s Failure to Instruct the Indenture Trustee to Make a Deposit or Payment
	 	 	48	 
	 
	 	 	 	 
	Section 5A.9 Series 1999-3 Reserve Account
	 	 	48	 
	 
	 	 	 	 
	Section 5A.10 Series 1999-3 Yield Supplement Account
	 	 	50	 
	 
	 	 	 	 
	Section 5A.12 Lease Rate Caps
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 4 AMORTIZATION EVENTS
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 5 OPTIONAL PREPAYMENT
	 	 	56	 
	 
	 	 	 	 
	ARTICLE 6 SERVICING AND ADMINISTRATOR FEES
	 	 	57	 
	 
	 	 	 	 
	SECTION 6.1. Servicing Fee
	 	 	57	 
	 
	 	 	 	 
	SECTION 6.2. Administrator Fee
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 7 CHANGE IN CIRCUMSTANCES
	 	 	57	 
	 
	 	 	 	 
	SECTION 7.1. Illegality
	 	 	57	 
	 
	 	 	 	 
	SECTION 7.2. Increased Costs.
	 	 	58	 
	 
	 	 	 	 
	SECTION 7.3. Taxes.
	 	 	59	 
	 
	 	 	 	 
	SECTION 7.4. Break Funding Payments
	 	 	61	 
	 
	 	 	 	 
	SECTION 7.5. Alternate Rate of Interest
	 	 	62	 
	 
	 	 	 	 
	SECTION 7.6. Mitigation Obligations
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 8 REPRESENTATIONS AND WARRANTIES, COVENANTS
	 	 	62	 
	 
	 	 	 	 
	SECTION 8.1. Representations and Warranties of the Issuer and VMS
	 	 	62	 
	 
	 	 	 	 
	SECTION 8.2. Covenants of the Issuer and VMS
	 	 	63	 
	 
	 	 	 	 
	SECTION 8.3. Covenants of the Administrator
	 	 	63	 
	 
	 	 	 	 
	SECTION 8.4. Obligations Unaffected
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 9 CONDITIONS PRECEDENT
	 	 	64	 
	 
	 	 	 	 
	SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement
	 	 	64	 
	 
	 	 	 	 
	ARTICLE 10 THE ADMINISTRATIVE AGENT
	 	 	67	 
	 
	 	 	 	 
	SECTION 10.1. Appointment
	 	 	67	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 10.2. Delegation of Duties
	 	 	67	 
	 
	 	 	 	 
	SECTION 10.3. Exculpatory Provisions
	 	 	67	 
	 
	 	 	 	 
	SECTION 10.4. Reliance by Administrative Agent
	 	 	68	 
	 
	 	 	 	 
	SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event
	 	 	68	 
	 
	 	 	 	 
	SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers
	 	 	69	 
	 
	 	 	 	 
	SECTION 10.7. Indemnification
	 	 	69	 
	 
	 	 	 	 
	SECTION 10.8. The Administrative Agent in Its Individual Capacity
	 	 	70	 
	 
	 	 	 	 
	SECTION 10.9. Resignation of Administrative Agent; Successor Administrative Agent
	 	 	70	 
	 
	 	 	 	 
	ARTICLE 11
	 	 	71	 
	 
	 	 	 	 
	THE FUNDING AGENTS
	 	 	71	 
	 
	 	 	 	 
	SECTION 11.1. Appointment
	 	 	71	 
	 
	 	 	 	 
	SECTION 11.2. Delegation of Duties
	 	 	71	 
	 
	 	 	 	 
	SECTION 11.3. Exculpatory Provisions
	 	 	71	 
	 
	 	 	 	 
	SECTION 11.4. Reliance by Each Funding Agent
	 	 	72	 
	 
	 	 	 	 
	SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event
	 	 	72	 
	 
	 	 	 	 
	SECTION 11.6. Non-Reliance on Each Funding Agent and Other Purchaser Groups
	 	 	72	 
	 
	 	 	 	 
	SECTION 11.7. Indemnification
	 	 	73	 
	 
	 	 	 	 
	ARTICLE 12 MISCELLANEOUS
	 	 	73	 
	 
	 	 	 	 
	SECTION 12.1. Ratification of Indenture
	 	 	73	 
	 
	 	 	 	 
	SECTION 12.2. Governing Law
	 	 	73	 
	 
	 	 	 	 
	SECTION 12.3. Further Assurances
	 	 	73	 
	 
	 	 	 	 
	SECTION 12.4. Payments
	 	 	74	 
	 
	 	 	 	 
	SECTION 12.5. Costs and Expenses
	 	 	74	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	SECTION 12.6. No Waiver; Cumulative Remedies
	 	 	74	 
	 
	 	 	 	 
	SECTION 12.7. Amendments
	 	 	74	 
	 
	 	 	 	 
	SECTION 12.8. Severability
	 	 	75	 
	 
	 	 	 	 
	SECTION 12.9. Notices
	 	 	75	 
	 
	 	 	 	 
	SECTION 12.10. Successors and Assigns
	 	 	76	 
	 
	 	 	 	 
	SECTION 12.11. Securities Laws
	 	 	78	 
	 
	 	 	 	 
	SECTION 12.12. Adjustments; Set-off
	 	 	78	 
	 
	 	 	 	 
	SECTION 12.13. Counterparts
	 	 	79	 
	 
	 	 	 	 
	SECTION 12.14. No Bankruptcy Petition
	 	 	79	 
	 
	 	 	 	 
	SECTION 12.15. SUBIs
	 	 	80	 
	 
	 	 	 	 
	SECTION 12.16. Discharge of Indenture
	 	 	80	 
	 
	 	 	 	 
	SECTION 12.17. Duration of Indenture Trustee’s Obligations
	 	 	81	 
	 
	 	 	 	 
	SECTION 12.18. Limited Recourse
	 	 	81	 
	 
	 	 	 	 
	SECTION 12.19. Waiver of Setoff
	 	 	81	 
	 
	 	 	 	 
	SECTION 12.20. Conflict of Instructions
	 	 	81	 
	 
	 	 	 	 
	SECTION 12.21. JPMorgan Chase Conflict Waiver
	 	 	82	 
	 
	 	 	 	 
	SECTION 12.22. Confidential Information.
	 	 	82	 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule I:

	 	List of Match Funding CP Conduit Purchasers
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A:

	 	Form of Series 2005-1 Variable Funding Investor Note
	Exhibit B:

	 	Increase Notice
	Exhibit C:

	 	Monthly Settlement Statement
	Exhibit D:

	 	Form of Transfer Supplement
	Exhibit E:

	 	Form of Purchaser Group Supplement
	Exhibit F:

	 	Form of Amendment to Base Indenture
	Exhibit G:

	 	Form of Series 2005-1 Lease Rate Cap






iv









 




SERIES 2005-1 SUPPLEMENT, dated as of July 15, 2005 (as amended, supplemented, restated or
otherwise modified from time to time, this “Indenture Supplement”) among CHESAPEAKE FUNDING
LLC, a special purpose limited liability company established under the laws of Delaware (the
“Issuer”), PHH VEHICLE MANAGEMENT SERVICES, LLC (“VMS”), as administrator (in such
capacity, the “Administrator”), the several commercial paper conduits listed on Schedule I
and their respective permitted successors and assigns (the “CP Conduit Purchasers”; each,
individually, a “CP Conduit Purchaser”), the several banks set forth opposite the name of
each CP Conduit Purchaser on Schedule I and the other banks parties hereto pursuant to Section
12.10(c) (each an “APA Bank” with respect to such CP Conduit Purchaser), the agent bank
set forth opposite the name of each CP Conduit Purchaser on Schedule I and its permitted successor
and assign (the “Funding Agent” with respect to such CP Conduit Purchaser), JPMorgan Chase,
in its capacity as administrative agent for the CP Conduit Purchasers, the APA Banks and the
Funding Agents (the “Administrative Agent”), and JPMorgan Chase, in its capacity as
Indenture Trustee (together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the “Indenture Trustee”), to the Base Indenture, dated as of
June 30, 1999, between the Issuer and the Indenture Trustee (as amended, modified, restated or
supplemented from time to time, exclusive of Indenture Supplements creating new Series of Investor
Notes, the “Base Indenture”).



PRELIMINARY STATEMENT



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


NOW, THEREFORE, the parties hereto agree as follows:



DESIGNATION



There is hereby created a Series of Investor Notes to be issued pursuant to the Base Indenture
and this Indenture Supplement and such Series of Investor Notes shall be designated generally as
Floating Rate Asset Backed Variable Funding Investor Notes, Series 2005-1.


The proceeds from the sale of the Series 2005-1 Investor Notes (as defined herein) and the
proceeds from any Increase (as defined herein) shall be deposited in the Series 2005-1 Collection
Subaccount and shall be used by the Issuer to fund the maintenance of the SUBI Certificates under
the Transfer Agreement and to reduce the Invested Amounts of other Series of Investor Notes.

 
 









 



2




ARTICLE 1




DEFINITIONS



(a)      All capitalized terms not otherwise defined herein are defined in the Definitions List
attached to the Base Indenture as Schedule 1 thereto. All Article, Section or Subsection
references herein shall refer to Articles, Sections or Subsections of this Indenture Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or
defined herein shall relate only to the Series 2005-1 Investor Notes and not to any other Series of
Investor Notes issued by the Issuer.


(b)      The following words and phrases shall have the following meanings with respect to the
Series 2005-1 Investor Notes and the definitions of such terms are applicable to the singular as
well as the plural form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:


“Acquiring APA Bank” is defined in Section 12.10(c).


“Acquiring Purchaser Group” is defined in Section 12.10(e).


“Additional Costs Cap” means, for any Payment Date, an amount equal to the
quotient of the product of (a) 0.25% per annum, (b) the weighted average Series 2005-1
Invested Amount during the immediately preceding Series 2005-1 Interest Period and (c) the
number of days in such Series 2005-1 Interest Period divided by 360.


“Additional Interest” is defined in Section 5A.3(b).


“Adjusted LIBO Rate” means, with respect to each day during each Eurodollar
Period pertaining to a portion of the Purchaser Group Invested Amount with respect to any
Purchaser Group allocated to a Eurodollar Tranche, an interest rate per annum (rounded
upwards, if necessary, to the nearest 1/16th of 1%) equal to the LIBO Rate for such
Eurodollar Period multiplied by the Statutory Reserve Rate.


“Administrative Agent” is defined in the recitals hereto.


“Affected Party” means any CP Conduit Purchaser and any Program Support
Provider with respect to such CP Conduit Purchaser.


“Alternate Base Rate” means, for any day, a rate per annum equal to the greater
of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including
the effective day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.


 









 



3





“Amendment Effective Date” means the first date on which an amendment to the
Base Indenture substantially in the form of Exhibit F is in effect in accordance with its
terms.


“Amortization Event” is defined in Article 4.


“APA Bank” is defined in the recitals hereto.


“APA Bank Funded Amount” means, with respect to any Purchaser Group for any
day, the excess, if any, of the Purchaser Group Invested Amount with respect to such
Purchaser Group over the CP Conduit Funded Amount for such day.


“APA Bank Percentage” means, with respect to any APA Bank, the percentage set
forth opposite the name of such APA Bank on Schedule I.


“Applicable Margin” is defined in the Fee Letter.


“Applicable Option” means, on any date, (a) prior to the Amendment Effective
Date, Option 1 on the Enhancement Matrix and (b) thereafter (i) Option 1 on the Enhancement
Matrix during any period when Overconcentration Option 1 is in effect in accordance with
Section 13.18 of the Base Indenture, (ii) Option 2 on the Enhancement Matrix during
any period when Overconcentration Option 2 is in effect in accordance with Section
13.18 of the Base Indenture or (iii) Option 3 on the Enhancement Matrix during any
period when Overconcentration Option 3 is in effect in accordance with Section 13.18
of the Base Indenture.


“Article 7 Costs” means any amounts due pursuant to Article 7.


“Asset Purchase Agreement” means, with respect to any CP Conduit Purchaser, the
asset purchase agreement, liquidity agreement or other agreement among such CP Conduit
Purchaser, the Funding Agent with respect to such CP Conduit Purchaser and the APA Bank with
respect to such CP Conduit Purchaser, as amended, modified or supplemented from time to
time.


“Assumed Lease Term” means, with respect to any Series 2005-1 Yield Shortfall
Lease, the number of months over which the Capitalized Cost of the related Leased Vehicle is
being depreciated thereunder.


“Available APA Bank Funding Amount” means, with respect to any Purchaser Group
for any Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment
Percentage of the Series 2005-1 Initial Invested Amount not to be funded by such Purchaser
Group by issuing Commercial Paper if such Business Day is the Series 2005-1 Initial Funding
Date, (ii) the portion of the APA Bank Funded Amount with respect to such Purchaser Group
not allocated to a Eurodollar Tranche on such Business Day, (iii) the portion of the APA
Bank Funded Amount with respect to such Purchaser Group allocated to any Eurodollar Tranche
the Eurodollar Period in respect of which expires on such Business Day and (iv) the portion
of the Purchaser Group Increase

 
 









 



4





Amount with respect to such Purchaser Group for such Business Day not to be funded by
such Purchaser Group by issuing Commercial Paper.


“Available CP Funding Amount” means, with respect to any Purchaser Group for
any Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment Percentage
of the Series 2005-1 Initial Invested Amount to be funded by such Purchaser Group by issuing
Commercial Paper if such Business Day is the Series 2005-1 Initial Funding Date, (ii) the
portion of the CP Conduit Funded Amount with respect to such Purchaser Group allocated to
any CP Tranche, the CP Rate Period in respect of which expires on such Business Day and
(iii) the portion of the Purchaser Group Increase Amount with respect to such Purchaser
Group for such Business Day to be funded by such Purchaser Group by issuing Commercial
Paper.


“Benefitted Purchaser Group” is defined in Section 12.12.


“Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.


“Car” means an automobile or a Light-Duty Truck.


“Change in Law” means (a) any law, rule or regulation or any change therein or
in the interpretation or application thereof (whether or not having the force of law), in
each case, adopted, issued or occurring after the Series 2005-1 Closing Date, (b) any
request, guideline or directive (whether or not having the force of law) from any government
or political subdivision or agency, authority, bureau, central bank, commission, department
or instrumentality thereof, or any court, tribunal, grand jury or arbitrator , in each case,
whether foreign or domestic (each an “Official Body”) charged with the administration,
interpretation or application thereof, or the compliance with any request or directive of
any Official Body (whether or not having the force of law) made, issued or occurring after
the Series 2005-1 Closing Date or (c) any request, guideline or directive (whether or not
having the force of law) from any accounting board or authority (whether or not part of
government) which is responsible for the establishment or interpretation of national or
international accounting principles, in each case, whether foreign or domestic (each an
“Accounting Body”) charged with the administration, interpretation or application thereof,
or the compliance with any request or directive of any Accounting Body (whether or not
having the force of law) made, issued or occurring after the Series 2005-1 Closing Date.


“Commercial Paper” means, with respect to any CP Conduit Purchaser, the
promissory notes issued by, or for the benefit of, such CP Conduit Purchaser in the
commercial paper market.


“Commitment” means, with respect to the APA Banks included in any Purchaser
Group, the obligation of such APA Banks to purchase a Series 2005-1 Investor Note on the
Series 2005-1 Initial Funding Date and, thereafter, to maintain and, subject to certain
conditions, increase the Purchaser Group Invested Amount with respect to such Purchaser


 









 



5






Group, in each case, in an amount up to the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group.


“Commitment Fee” is defined in Section 2.7(e).


“Commitment Fee Payment” is defined in Section 5A.4(c)(vi).


“Commitment Fee Rate” is defined in the Fee Letter.


“Commitment Percentage” means, on any date of determination, with respect to
any Purchaser Group, the ratio, expressed as a percentage, which such Purchaser Group’s
Maximum Purchaser Group Invested Amount bears to the Series 2005-1 Maximum Invested Amount
on such date.


“Conduit Assignee” means, with respect to any CP Conduit Purchaser, any
commercial paper conduit administered by the Funding Agent with respect to such CP Conduit
Purchaser and designated by such Funding Agent to accept an assignment from such CP Conduit
Purchaser of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser
pursuant to Section 12.10(b).


“CP Conduit Funded Amount” means, with respect to any Purchaser Group for any
day, the portion of the Purchaser Group Invested Amount with respect to such Purchaser Group
funded by such Purchaser Group by issuing Commercial Paper on such day.


“CP Conduit Purchaser” is defined in the recitals hereto.


“CP Rate Period” means, with respect to any CP Tranche, a period of days not to
exceed 270 days commencing on a Business Day selected in accordance with Section
2.7(b); provided that (x) if a CP Rate Period would end on a day that is not a
Business Day, such CP Rate Period shall end on the next succeeding Business Day and (y)
during the Series 2005-1 Amortization Period, each CP Rate Period shall end on or prior to
the next succeeding Payment Date.


“CP Tranche” means, with respect to a Match Funding CP Conduit Purchaser, a
portion of the CP Conduit Funded Amount with respect to such Match Funding CP Conduit
Purchaser for which the Monthly Funding Costs with respect to such Match Funding CP Conduit
Purchaser is calculated by reference to a particular Discount and a particular CP Rate
Period.


“Daily Principal Utilization Amount” means, for any Business Day, the sum of
the following amounts to be withdrawn from the Series 2005-1 Principal Collection Subaccount
pursuant to Section 5A.2(g) on such Business Day: (i) the amount of any Decrease to be
applied to reduce the Series 2005-1 Invested Amount pursuant to Section 2.5, (ii)
the amount that the Issuer has elected to apply to reduce the principal amount of any
Outstanding Series of Investor Notes (other than the Series 2005-1 Investor Notes) and (iii)
the portion of the purchase price for Additional Units to be allocated to the Lease

 
 









 



6






SUBI Portfolio and paid for pursuant to the Transfer Agreement on such Business Day to
be financed with the proceeds of the Series 2005-1 Investor Notes.


“Decrease” is defined in Section 2.5(a).


“Deficiency” is defined in Section 5A.4(b).


“Discount” means, with respect to any Match Funding CP Conduit Purchaser, the
interest or discount component of the Commercial Paper issued by such Match Funding CP
Conduit Purchaser to fund or maintain the CP Conduit Funded Amount with respect to such
Match Funding CP Conduit Purchaser, including an amount equal to the portion of the face
amount of the outstanding Commercial Paper issued to fund or maintain the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser that corresponds to the portion of the
proceeds of such Commercial Paper that was used to pay the interest or discount component of
maturing Commercial Paper issued to fund or maintain such CP Conduit Funded Amount, to the
extent that such CP Conduit Purchaser has not received payments of interest in respect of
such interest component prior to the maturity date of such maturing Commercial Paper, and
including the portion of such interest or discount component constituting dealer or
placement agent commissions and (b) with respect to any Pooled Funding CP Conduit Purchaser,
the amount of interest or discount to accrue on or in respect of the Commercial Paper issued
by such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding
Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit
Purchaser (including, without limitation, any interest attributable to the commissions of
placement agents and dealers in respect of such Commercial Paper and any costs associated
with funding small or odd-lot amounts, to the extent that such commissions or costs are
allocated, in whole or in part, to such Commercial Paper by such Funding Agent).


“Dividend Amount” means, with respect to any Payment Date, the aggregate amount
of dividends payable to the Series 2005-1 Preferred Members in respect of their Series
2005-1 Preferred Membership Interests pursuant to the LLC Agreement.


“Effective Date” is defined in Section 9.1.


“Eligible Assignee” means a financial institution having short-term debt
ratings of at least A-1 from Standard & Poor’s and P-1 from Moody’s.


“Enhancement Matrix” means the following matrix:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Option 1	 	 	Option 2	 	 	Option 3	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 1 Required PMI Percentage
	 	 	126.5790	%	 	 	126.5790	%	 	 	126.5790	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 2 Required PMI Percentage
	 	 	135.0501	%	 	 	135.0501	%	 	 	135.0501	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3 Required PMI Percentage
	 	 	143.5211	%	 	 	143.5211	%	 	 	143.5211	%





  









 



7






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Option 1	 	 	Option 2	 	 	Option 3	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 1 Required Enhancement Percentage
	 	 	14.9425	%	 	 	14.9425	%	 	 	14.9425	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 2 Required Enhancement Percentage
	 	 	15.9425	%	 	 	15.9425	%	 	 	15.9425	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level 3 Required Enhancement Percentage
	 	 	16.9425	%	 	 	16.9425	%	 	 	16.9425	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Required Reserve Account
Amount Percentage
	 	 	2.2538	%	 	 	2.5293	%	 	 	2.6666	%





“Equipment” means any Vehicle that is not a Car, a Forklift, a Heavy-Duty
Truck, a Medium-Duty Truck, a Truck Body or a Trailer.


“Eurodollar Period” means, with respect to any Eurodollar Tranche and any
Purchaser Group:


(a)     initially, the period commencing on the Series 2005-1 Initial Funding Date,
the Increase Date or a conversion date, as the case may be, with respect to such
Eurodollar Tranche and ending one month thereafter (or such other period which is
acceptable to the Funding Agent with respect to such Purchaser Group and which in no
event will be less than 7 days); and


(b)     thereafter, each period commencing on the last day of the immediately
preceding Eurodollar Period applicable to such Eurodollar Tranche and ending one
month thereafter (or such other period which is acceptable to the Funding Agent with
respect to such Purchaser Group and which in no event will be less than 7 days);



provided that all Eurodollar Periods must end on the next Payment Date and
all of the foregoing provisions relating to Eurodollar Periods are subject to the
following:


(i)     if any Eurodollar Period would otherwise end on a day that is not a
Business Day, such Eurodollar Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Eurodollar
Period into another calendar month, in which event such Eurodollar Period shall end
on the immediately preceding Business Day; and


(ii)     any Eurodollar Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Eurodollar Period) shall end on the last Business
Day of the calendar month at the end of such Eurodollar Period.


“Eurodollar Tranche” means, with respect to any Purchaser Group, a portion of
the APA Bank Funded Amount with respect to such Purchaser Group allocated to a particular
Eurodollar Period and an Adjusted LIBO Rate determined by reference thereto.


“Excess Alternative Vehicle Amount” means, on any Settlement Date, an amount
equal to the excess, if any, of (a) the sum of

 
 









 



8




(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is not a Car allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is not a Car
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly 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 the last day of such Monthly
Period;


over (b) an amount equal to 31.5% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Equipment Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is Equipment allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is Equipment
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly 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 the last day of such Monthly
Period;


over (b) an amount equal to 5% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Forklift Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Forklift allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a Forklift
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly 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 the last day of such Monthly
Period;


over (b) an amount equal to 2% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Heavy-Duty Truck Amount” means, on any Settlement Date, an amount equal
to the excess, if any, of (a) the sum of

 
 









 



9



(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Heavy-Duty Truck allocated to the Lease SUBI as of the last
day of the Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a
Heavy-Duty Truck subject to a Closed-End Lease allocated to the Lease SUBI as of the
last day of such Monthly 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 the last day
of such Monthly Period;


over (b) an amount equal to 7.5% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Medium-Duty Truck Amount” means, on any Settlement Date, an amount
equal to the excess, if any, of (a) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Medium-Duty Truck allocated to the Lease SUBI as of the last
day of the Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a
Medium-Duty Truck subject to a Closed-End Lease allocated to the Lease SUBI as of
the last day of such Monthly 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 the last
day of such Monthly Period;


over (b) an amount equal to 15.0% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Trailer Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Trailer allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a Trailer
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly 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 the last day of such Monthly
Period;


over (b) an amount equal to 3% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Truck Amount” means, on any Settlement Date, an amount equal to the
greater of (a) the sum of (i) the Excess Heavy-Duty Truck Amount on such Settlement

 
 









 



10




Date and (ii) the Excess Medium-Duty Truck Amount on such Settlement Date and (b) an
amount equal to the excess, if any, of (x) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Medium-Duty Truck or a Heavy-Duty Truck allocated to the Lease
SUBI as of the last day of the Monthly Period immediately preceding such Settlement
Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a
Medium-Duty Truck or a Heavy-Duty Truck subject to a Closed-End Lease allocated to
the Lease SUBI as of the last day of such Monthly 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 the last day of such Monthly Period;


over (y) an amount equal to 21.5% of the Aggregate Unit Balance as of such Settlement Date.


“Excess Truck Body Amount” means, on any Settlement Date, an amount equal to
the excess, if any, of (a) the sum of


(i)     the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Truck Body allocated to the Lease SUBI as of the last day of
the Monthly Period immediately preceding such Settlement Date plus


(ii)     an amount equal to the aggregate for each Unit Vehicle which is a Truck
Body subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of
such Monthly 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 the last day of such
Monthly Period;


over (b) an amount equal to 2% of the Aggregate Unit Balance as of such Settlement Date.


“Excluded Taxes” means, with respect to the Administrative Agent, any CP
Conduit Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any
other recipient of any payment to be made by or on account of any obligation of the Issuer
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America or by any other Governmental Authority, in each case, as a result
of a present or former connection between the United States of America or the jurisdiction
of such Governmental Authority imposing such tax, as the case may be, and the Administrative
Agent, such CP Conduit Purchaser, such APA Bank, such Funding Agent, such Program Support
Provider or any other such recipient (except a connection arising solely from the
Administrative Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such Program Support
Provider’s or such recipient’s having executed, delivered or performed its obligations
hereunder, receiving a payment hereunder or enforcing the Series 2005-1 Investor Notes) and
(b) any branch profits tax imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the Issuer is located (except any such branch
profits or similar tax imposed as a result of a

 
 









 



11




connection with the United States of America or other jurisdiction as a result of a
connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such
APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered
or performed its obligations hereunder, receiving a payment hereunder or enforcing the
Series 2005-1 Investor Notes).


“Expiry Date” means, with respect to any Purchaser Group, the earlier of (a)
the Scheduled Expiry Date with respect to such Purchaser Group and (b) the date on which an
Amortization Event shall have been declared or automatically occurred.


“Extending Purchaser Group” shall mean a Purchaser Group other than a
Non-Extending Purchaser Group.


“Federal Funds Effective Rate” means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day of
such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.


“Fee Letter” means the Fee Letter executed by and between the Issuer, the
Administrator and the Funding Agent with respect to each Purchaser Group, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


“Final Maturity Date” means the Payment Date that occurs in the 125th month
after the month in which the Series 2005-1 Amortization Period shall have commenced.


“Floating Tranche” means, with respect to any Purchaser Group, the portion of
the APA Bank Funded Amount with respect to such Purchaser Group not allocated to a
Eurodollar Tranche.


“Forklift” means a high-lift, self-loading mobile vehicle, equipped with load
carriage and forks, for transporting and tiering loads.


“Funding Agent” is defined in the recitals hereto.


“Gross Vehicle Weight” means the maximum manufacturer recommended weight that
the axels of a Truck or Tractor can carry including the weight of the Truck or Tractor.


“Heavy-Duty Truck” means a Truck or Tractor having a Gross Vehicle Weight of
over 33,000 pounds.


“Increase Amount” is defined in Section 2.3(a).


“Increase Date” is defined in Section 2.3(a).

 
 









 



12




“Increased Costs” means, for each Payment Date, the sum of (1) any Article 7
Costs due and payable on such Payment Date, (2) any other unpaid Program Costs due and
payable on such Payment Date, (3) any amounts due and payable pursuant to Section
2.8 on such Payment Date and (4) the Increased Costs Carry Forward Amount for the
preceding Payment Date.


“Increased Costs Carry Forward Amount” means, for each Payment Date, the
excess, if any, of (a) Increased Costs for such Payment Date over (b) the aggregate amount
deposited in the Series 2005-1 Distribution Account on account of the Increased Costs for
such Payment Date pursuant to Sections 5A.4(c)(ix) and (xv).


“Increases” is defined in Section 2.3(a).


“Indemnified Taxes” means Taxes other than Excluded Taxes.


“Indenture Supplement” has the meaning set forth in the preamble.


“Interest Shortfall” is defined in Section 5A.3(b).


“JPMorgan Chase” means JPMorgan Chase Bank, National Association, and its
successors and assigns.


“Level 1 Required Enhancement Percentage” means on any date the percentage set
forth in the Enhancement Matrix on the line titled “Level 1 Required Enhancement Percentage”
for the Applicable Option.


“Level 2 Required Enhancement Percentage” means on any date the percentage set
forth in the Enhancement Matrix on the line titled “Level 2 Required Enhancement Percentage”
for the Applicable Option.


“Level 3 Required Enhancement Percentage” means on any date the percentage set
forth in the Enhancement Matrix on the line titled “Level 3 Required Enhancement Percentage”
for the Applicable Option.


“Level 1 Required PMI Percentage” means on any date the percentage set forth in
the Enhancement Matrix on the line titled “Level 1 Required PMI Percentage” for the
Applicable Option.


“Level 2 Required PMI Percentage” means on any date the percentage set forth in
the Enhancement Matrix on the line titled “Level 2 Required PMI Percentage” for the
Applicable Option.


“Level 3 Required PMI Percentage” means on any date the percentage set forth in
the Enhancement Matrix on the line titled “Level 3 Required PMI Percentage” for the
Applicable Option.


“LIBO Rate” means, with respect to each day during each Eurodollar Period
pertaining to a Eurodollar Tranche, the rate appearing on Telerate Page 3750 at

 
 









 



13




approximately 11:00 a.m. (London time) on the second Business Day prior to the
commencement of such Eurodollar Period, as the rate for dollar deposits with a maturity
comparable to the Eurodollar Period applicable to such Eurodollar Tranche.


“Light-Duty Truck” means a Truck having a Gross Vehicle Weight of under 16,001
pounds.


“Match Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is
identified on Schedule I as a Match Funding CP Conduit Purchaser and each CP Conduit
Purchaser that, after the Series 2005-1 Closing Date, notifies the Issuer and the
Administrative Agent in accordance with Section 2.7(d) in writing that it is funding
its CP Conduit Funded Amount with Commercial Paper issued by it, or for its benefit, in
specified CP Tranches selected in accordance with Sections 2.7(b) and (c)
and that, in each case, has not subsequently notified the Issuer and the Administrative
Agent in writing that the Issuer will no longer be permitted to select CP Tranches in
accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser.


“Maximum Purchaser Group Invested Amount” means, with respect to any Purchaser
Group, the amount set forth opposite the name of the CP Conduit Purchaser included in such
Purchaser Group on Schedule I, as such amount may be increased or reduced from time to time
as provided in Section 2.6. The Maximum Purchaser Group Invested Amount with
respect to each Non-Extending Purchaser Group shall be reduced to zero on the Scheduled
Expiry Date with respect to such Purchaser Group.


“Medium-Duty Truck” means a Truck or Tractor having a Gross Vehicle Weight of
between 16,001 pounds and 33,000 pounds.


“Monthly Funding Costs” means, with respect to each Series 2005-1 Interest
Period and any Purchaser Group, the sum of:


(c)     for each day during such Series 2005-1 Interest Period, (i) with respect to a Match
Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on all outstanding
Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser
to fund the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser
on such day or (ii) with respect to a Pooled Funding CP Conduit Purchaser, the aggregate
amount of Discount accruing on or otherwise in respect of the Commercial Paper issued by, or
for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part,
by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the
purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding
CP Conduit Purchaser; plus


(d)     for each day during such Series 2005-1 Interest Period, the sum of:


(i)     the product of (A) the portion of the APA Bank Funded Amount with respect
to such Purchaser Group allocated to the Floating Tranche with


 









 



14




respect to such Purchaser Group on such day times (B) the Alternate Base Rate,
divided by (C) 365 (or 366, as the case may be) plus


(ii)     the product of (A) the portion of the APA Bank Funded Amount with respect
to such Purchaser Group allocated to Eurodollar Tranches with respect to such
Purchaser Group on such day times (B) the weighted average Adjusted LIBO Rate with
respect to such Eurodollar Tranches plus the Applicable Margin on such day in effect
with respect thereto divided by (C) 360; plus


(e)     for each day during such Series 2005-1 Interest Period, the product of (A) the CP
Conduit Funded Amount with respect to such Purchaser Group on such day times (B) the Program
Fee Rate on such day, divided by (C) 360.


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


“Monthly Principal Payment” is defined in Section 5A.6.


“Non-Extending Purchaser Group” means any Purchaser Group who shall not have
agreed to an extension of its Scheduled Expiry Date pursuant to Section 2.6(b).


“Optional Termination Date” is defined in Section 2.5(b).


“Optional Termination Notice” is defined in Section 2.5(b).


“Other Taxes” means any and all current or future stamp or documentary taxes
or other excise or property taxes, charges or similar levies arising from any payment made
under the Transaction Documents or from the execution, delivery or enforcement of, or
otherwise with respect to, any Transaction Document.


“Outstanding” means, with respect to the Series 2005-1 Investor Notes, the
Series 2005-1 Invested Amount shall not have been reduced to zero and all accrued interest
and other amounts owing on the Series 2005-1 Investor Notes and to the Administrative Agent,
the Funding Agents, the CP Conduit Purchasers and the APA Banks hereunder shall not have
been paid in full.


“Participants” is defined in Section 12.10(d).


“Paydown Period” means any period from and including the Expiry Date with
respect to any Purchaser Group to but excluding the earlier of (a) the date on which the
Purchaser Group Invested Amount with respect to such Purchaser Group shall have been reduced
to zero and (b) the commencement of the Series 2005-1 Amortization Period.


“Payment Date” means the 7th day of each month, or if such date is not a
Business Day, the next succeeding Business Day, commencing August 8, 2005.


“PHH” means PHH Corporation and its successors and assigns.

 
 









 



15



“Pooled Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is
not a Match Funding CP Conduit Purchaser.


“Prepayment Date” is defined in Article 5.


“Prime Rate” means the rate of interest per annum publicly announced from time
to time by JPMorgan Chase as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.


“Principal Overpayment Amount” means, for each Settlement Date, the excess, if
any, of (a) the aggregate amount withdrawn from the Series 2005-1 General Collection
Subaccount and deposited in the Series 2005-1 Principal Collection Subaccount pursuant to
Section 5A.2(f) during the immediately preceding Monthly Period over (b) the Series
2005-1 Principal Payment Amount for such Settlement Date.


“Program Fee Rate” is defined in the Fee Letter.


“Program Costs” shall mean the sum of (i) all expenses, indemnities and other
amounts due and payable to the Administrative Agent, the CP Conduit Purchasers, the Funding
Agents, the Program Support Providers and the APA Banks under the Indenture or this
Indenture Supplement (including, without limitation, any Article 7 Costs) and (ii) the
product of (A) all unpaid fees and expenses due and payable to counsel to, and independent
auditors of, the Issuer (other than fees and expenses payable on or in connection with the
closing of the issuance of Series 2005-1 or any other Series) and (B) a fraction, the
numerator of which is the Series 2005-1 Maximum Invested Amount and the denominator of which
is the sum of (x) the aggregate commitment amounts on such Business Day (in respect of any
variable funding notes of any other Outstanding Series), (y) the Series 2005-1 Maximum
Invested Amount plus (z) the aggregate Invested Amounts of all other Outstanding Series
(other than variable funding notes).


“Program Support Provider” means, with respect to any CP Conduit Purchaser, the
APA Bank with respect to such CP Conduit Purchaser and any other or additional Person now or
hereafter extending credit, or having a commitment to extend credit to or for the account
of, or to make purchases from, such CP Conduit Purchaser or issuing a letter of credit,
surety bond or other instrument to support any obligations arising under or in connection
with such CP Conduit Purchaser’s securitization program.


“Pro Rata Share” means, with respect to any Purchaser Group, on any date, the
ratio, expressed as a percentage, which the Purchaser Group Invested Amount with respect to
such Purchaser Group bears to the Series 2005-1 Invested Amount on such date.


“Purchaser Group” means, collectively, a CP Conduit Purchaser and the APA Banks
with respect to such CP Conduit Purchaser.

 
 









 



16



“Purchaser Group Increase Amount” means, with respect to any Purchaser Group,
for any Business Day, such Purchaser Group’s Commitment Percentage of the Increase Amount,
if any, on such Business Day.


“Purchaser Group Invested Amount” means, with respect to any Purchaser Group,
(a) when used with respect to the Series 2005-1 Initial Funding Date, such Purchaser Group’s
Commitment Percentage of the Series 2005-1 Initial Invested Amount and (b) when used with
respect to any other date, an amount equal to (i) the Purchaser Group Invested Amount with
respect to such Purchaser Group on the immediately preceding Business Day plus (ii) such
Purchaser Group’s Commitment Percentage of any Increase Amount made pursuant to Section
2.3 on such day minus (iii) the amount of principal payments made to such Purchaser
Group pursuant to Section 5A.7 on such date.


“Purchaser Group Supplement” is defined in Section 12.10(e).


“Rating Agencies” means, with respect to the Series 2005-1 Investor Notes,
Standard & Poor’s and Moody’s.


“Record Date” means, with respect to each Payment Date, the immediately
preceding Business Day.


“Related Purchaser Group” means, with respect to any Funding Agent, the CP
Conduit Purchaser identified next to such Funding Agent on Schedule I and each APA Bank
identified on Schedule I next to such CP Conduit Purchaser.


“Required Reserve Account Amount Percentage” means on any date the percentage
set forth in the Enhancement Matrix on the line titled “Required Reserve Account Amount
Percentage” for the Applicable Option.


“Scheduled Expiry Date” shall mean, with respect to any Purchaser Group, the
later of (a) July 14, 2006 and (b) the last day of any extension of the Commitment of the
APA Banks included in such Purchaser Group made in accordance with Section 2.6(b).


“Series 2005-1” means Series 2005-1, the Principal Terms of which are set forth
in this Indenture Supplement.


“Series 2005-1 Administrator Fee” is defined in Section 6.2.


“Series 2005-1 Allocated Adjusted Aggregate Unit Balance” means, as of any date
of determination, the product of (a) the Adjusted Aggregate Unit Balance and (b) the
percentage equivalent of a fraction the numerator of which is the Series 2005-1 Required
Asset Amount as of such date and the denominator of which is the sum of (x) the Series
2005-1 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to
each other Series of Investor Notes as of such date, including all Series of Investor Notes
that have been paid in full but as to which the Amortization Period shall have not ended.

 
 









 



17



“Series 2005-1 Allocated Asset Amount Deficiency” means, as of any date of
determination, the amount, if any, by which the Series 2005-1 Allocated Adjusted Aggregate
Unit Balance is less than the Series 2005-1 Required Asset Amount as of such date.


“Series 2005-1 Amortization Period” means the period commencing on the Business
Day following the earliest to occur of (i) the date on which the Expiry Date with respect to
each Purchaser shall have occurred, (ii) the Optional Termination Date and (iii) the
Prepayment Date and ending on the date when (w) the Series 2005-1 Invested Amount shall have
been reduced to zero and all accrued interest and other amounts owing on the Series 2005-1
Investor Notes and to the Administrative Agent, the CP Conduit Purchasers, the Funding
Agents and the APA Banks shall have been paid in full, (x) all dividends accrued and
accumulated on the Series 2005-1 Preferred Membership Interests shall have been declared and
paid in full, (y) the Series 2005-1 Preferred Membership Interests shall have been redeemed
in accordance with their terms and (z) all amounts owing in respect of the Series 2005-1
Preferred Membership Interests under the Series 2005-1 Preferred Membership Interest
Purchase Agreement shall have been paid in full by the Issuer.


“Series 2005-1 Basic Servicing Fee” is defined in Section 6.1.


“Series 2005-1 Closing Date” means July 15, 2005.


“Series 2005-1 Collateral” means the Collateral, the Series 2005-1 Reserve
Account, the Series 2005-1 Yield Supplement Account, the Series 2005-1 Distribution Account
and the Series 2005-1 Lease Rate Caps.


“Series 2005-1 Collection Subaccount” is defined in Section 5A.1(a).


“Series 2005-1 Daily Principal Allocation” is defined in Section
5A.2(b).


“Series 2005-1 Distribution Account” is defined in Section 5A.11(a).


“Series 2005-1 Eligible Counterparty” means a financial institution having on
the date of any acquisition of a Lease Rate Cap short-term debt ratings of “A-1” by Standard
& Poor’s and “P-1” by Moody’s and long-term unsecured debt ratings of at least “A+” by
Standard & Poor’s and “Aa3” by Moody’s.


“Series 2005-1 Excess Fleet Receivable Amount” means, for any Settlement Date,
an amount equal to the product of (a) the average daily Series 2005-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Excess Fleet Receivable Amount
for such Settlement Date.


“Series 2005-1 Gain on Sale Account Percentage” means 10%.


“Series 2005-1 Hypothetical Yield Shortfall Amount” means, for any Settlement
Date, an amount equal to the product of (x) the excess, if any, of the Series 2005-1 Minimum
Yield Rate for such Settlement Date over the CP Rate as of the last day of the

 
 









 



18




immediately preceding Monthly Period, (y) the Series 2005-1 Invested Percentage on such
Settlement Date of the aggregate Lease Balance of all Floating Rate Leases as of the last
day of the immediately preceding Monthly Period and (z) 2.75.


“Series 2005-1 Initial Funding Date” is defined in Section 2.1(a).


“Series 2005-1 Initial Invested Amount” is defined in Section 2.3(a).


“Series 2005-1 Interest Period” means a period commencing on and including a
Payment Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2005-1 Interest Period shall commence on
and include the Series 2005-1 Initial Funding Date and end on and include August 7, 2005.


“Series 2005-1 Invested Amount” means, on any date of determination, the sum of
the Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such
date.


“Series 2005-1 Invested Percentage” means, with respect to any Business Day (i)
during the Series 2005-1 Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2005-1
Allocated Adjusted Aggregate Unit Balance as of the end of the immediately preceding
Business Day and the denominator of which is the sum of the numerators used to determine
invested percentages for allocations for all Series of Investor Notes (and all classes of
such Series of Investor Notes), including all Series of Investor Notes that have been paid
in full but as to which the Amortization Period shall have not ended, as of the end of such
immediately preceding Business Day or (ii) during the Series 2005-1 Amortization Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator
of which shall be equal to the Series 2005-1 Allocated Adjusted Aggregate Unit Balance as of
the end of the Series 2005-1 Revolving Period, and the denominator of which is the sum of
the numerators used to determine invested percentages for allocations for all Series of
Investor Notes (and all classes of such Series of Investor Notes), including all Series of
Investor Notes that have been paid in full but as to which the Amortization Period shall
have not ended, as of the end of the immediately preceding Business Day.


“Series 2005-1 Investor Noteholder” means the Person in whose name a Series
2005-1 Investor Note is registered in the Note Register.


“Series 2005-1 Investor Notes” means any one of the Series 2005-1 Floating Rate
Asset Backed Variable Funding Investor Notes, executed by the Issuer and authenticated and
delivered by the Indenture Trustee, substantially in the form of Exhibit A.


“Series 2005-1 Junior Preferred Membership Interests” means each series of
Junior Preferred Membership Interests relating to the Series 2005-1 Investor Notes, if any,
issued by the Issuer pursuant to the LLC Agreement.

 
 









 



19



“Series 2005-1 Lease Rate Cap” means an interest rate cap whether now or
hereafter existing or acquired, substantially in the form of Exhibit G, from a
Series 2005-1 Eligible Counterparty.


“Series 2005-1 Liquid Credit Enhancement Deficiency” means, on any date of
determination, the amount by which the Series 2005-1 Reserve Account Amount is less than the
Series 2005-1 Required Reserve Account Amount.


“Series 2005-1 Maximum Invested Amount” means, on any date of determination,
the sum of the Maximum Purchaser Group Invested Amounts with respect to each of the
Purchaser Groups on such date. The Series 2005-1 Maximum Invested Amount shall be reduced by
the Maximum Purchaser Group Invested Amount of each Non-Extending Purchaser Group on the
Scheduled Expiry Date with respect to such Purchaser Group.


“Series 2005-1 Minimum Yield Rate” means, for any Settlement Date, a rate per
annum equal to the sum of (i) the Series 2005-1 Weighted Average Cost of Funds for such
Settlement Date, (ii) 0.225% and (iii) 0.60%.


“Series 2005-1 Monthly Interest” is defined in Section 5A.3(a).


“Series 2005-1 Monthly Residual Value Gain” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2005-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Monthly Residual Value Gain for
such Settlement Date.


“Series 2005-1 Monthly Servicer Advance Reimbursement Amount” means, for each
Payment Date, an amount equal to the product of (a) the Monthly Servicer Advance
Reimbursement Amount for such Payment Date and (b) the average daily Series 2005-1 Invested
Percentage during the immediately preceding Monthly Period.


“Series 2005-1 Note Rate” means for any Series 2005-1 Interest Period, the
interest rate equal to the product of (a) the percentage equivalent of a fraction, the
numerator of which is equal to the sum of the Monthly Funding Costs with respect to each
Purchaser Group for such Series 2005-1 Interest Period and the denominator of which is equal
to the average daily Series 2005-1 Invested Amount during such Series 2005-1 Interest Period
and (b) a fraction, the numerator of which is 360 and the denominator of which is the number
of days in such Series 2005-1 Interest Period; provided, however, that the
Series 2005-1 Note Rate will in no event be higher than the maximum rate permitted by
applicable law.


“Series 2005-1 Note Termination Date” means the date on which the Series 2005-1
Invested Amount shall have been reduced to zero and all accrued and unpaid interest on the
Series 2005-1 Notes shall have been paid in full.


“Series 2005-1 Preferred Member Distribution Account” means the account
established in respect of the Series 2005-1 Preferred Membership Interests pursuant to the
LLC Agreement.

 
 









 



20



“Series 2005-1 Preferred Members” means the registered holders of the Series
2005-1 Preferred Membership Interests.


“Series 2005-1 Preferred Membership Interest Purchase Agreement” means,
collectively, one or more purchase agreements among the Issuer, one or more purchasers of
the Series 2005-1 Senior Preferred Membership Interests thereunder, any agents of such
purchasers, any one or more banks or other financial institutions providing liquidity
funding to such purchasers and the Administrator, as the same may from time to time be
amended, supplemented or otherwise modified in accordance with its terms, and one or more
purchase agreements relating to the Series 2005-1 Junior Preferred Membership Interests
among the Issuer, one or more purchasers of the Series 2005-1 Junior Preferred Membership
Interests and the Administrator, as the same may from time to time be amended, supplemented
or otherwise modified in accordance with its terms.


“Series 2005-1 Preferred Membership Interests” means the Series 2005-1 Senior
Preferred Membership Interests, if any, and the Series 2005-1 Junior Preferred Membership
Interests, if any.


“Series 2005-1 Prepayment Amount” means, the sum of the following amounts with
respect to each Purchaser Group:


(f)     the Purchaser Group Invested Amount with respect to such Purchaser Group, plus


(g)     (i) if the CP Conduit Purchaser in such Purchaser Group is a Match Funding CP
Conduit Purchaser, the sum of (A) all accrued and unpaid Discount on all outstanding
Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser
to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from
the issuance date(s) thereof to but excluding the Prepayment Date and (B) the aggregate
Discount to accrue on all outstanding Commercial Paper issued by, or for the benefit of,
such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such
Match Funding CP Conduit Purchaser from and including the Prepayment Date to and excluding
the maturity date of each CP Tranche with respect to such Match Funding CP Conduit Purchaser
or (ii) if the CP Conduit Purchaser in such Purchaser Group is a Pooled Funding CP Conduit
Purchaser, the sum of (A) the aggregate amount of Discount on or in respect of the
Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser
allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP
Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect
to such Pooled Funding CP Conduit Purchaser as of the Prepayment Date and (B) the aggregate
amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the
benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the
Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase
or maintenance of the CP Funded Amount with respect to such Pooled Funding CP Conduit
Purchaser from and including the Prepayment Date to and excluding the maturity dates of such
Commercial Paper; plus

 
 









 



21



(h)     all accrued and unpaid interest on the APA Bank Funded Amount with respect to such
Purchaser Group, calculated at the Alternate Base Rate or the applicable Adjusted LIBO Rate
for the period from and including the immediately preceding Period End Date to and excluding
the Prepayment Date, plus


(i)     the Commitment Fee payable to such Purchaser Group calculated for the period from
and including the immediately preceding Payment Date to and excluding the Prepayment Date,
plus


(j)     all Article 7 Costs then due and payable to such Purchaser Group, plus


(k)     without duplication, any other Program Costs then due and payable to such Purchaser
Group and any amounts then due and payable to such Purchaser Group pursuant to Section
2.8.


“Series 2005-1 Principal Collection Subaccount” is defined in Section
5A.1(a).


“Series 2005-1 Principal Payment Amount” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2005-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Principal Payment Amount
for such Settlement Date.


“Series 2005-1 Required Asset Amount” means, as of any date of determination,
the sum of the Series 2005-1 Invested Amount and the Series 2005-1 Required
Overcollateralization Amount as of such date.


“Series 2005-1 Required Enhancement Amount” means, on any date of
determination, an amount equal to the sum of (a) the greater of (i) the Series 2005-1
Required PMI Percentage of the aggregate liquidation preference of the Series 2005-1 Senior
Preferred Membership Interests, if any, on such date and (ii) (A) during the Series 2005-1
Revolving Period, the Series 2005-1 Required Percentage of the sum of (x) the Series 2005-1
Maximum Invested Amount on such date and (y) during any Paydown Period, the aggregate
Purchaser Group Invested Amount of any Non-Extending Purchaser Groups on such date or (B)
during the Series 2005-1 Amortization Period, the Series 2005-1 Required Percentage of the
sum of (x) the Series 2005-1 Maximum Invested Amount on the last day of the Series 2005-1
Revolving Period and (y) if the last day of the Series 2005-1 Revolving Period occurred
during a Paydown Period, the aggregate Purchaser Group Invested Amount of any Non-Extending
Purchaser Groups on the last day of the Series 2005-1 Revolving Period plus (b) the sum of:


(i) if the Three-Month Average Residual Value Loss Ratio with respect to the
most recent Settlement Date exceeded 12.50%, an amount equal to the product of (a)
the Series 2005-1 Invested Percentage as of the last day of the Monthly Period
immediately preceding such Settlement Date and (b) 90% of the amount by which the
Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each
case, as of that date; plus

 
 









 



22



(ii)     the greater of


(A)     the sum of:


(1)     an amount equal to the product of (x) the Series 2005-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Equipment Amount on such Settlement Date;


(2)     an amount equal to the product of (x) the Series 2005-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Forklift Amount on such Settlement Date;


(3)     an amount equal to the product of (x) the Series 2005-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Truck Amount on such Settlement Date;


(4)     an amount equal to the product of (x) the Series 2005-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Trailer Amount on such Settlement Date; and


(5)     an amount equal to the product of (x) the Series 2005-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Truck Body Amount on such Settlement Date; or


(B)     an amount equal to the product of (x) the Series 2005-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
such Settlement Date and (y) the Excess Alternative Vehicle Amount on such
Settlement Date


; provided, however, that, after the declaration or occurrence of an Amortization Event, the
Series 2005-1 Required Enhancement Amount shall equal the Series 2005-1 Required Enhancement
Amount on the date of the declaration or occurrence of such Amortization Event.


“Series 2005-1 Required Investor Noteholders” means Purchaser Groups having
Commitment Percentages aggregating 66 2/3% or more.


“Series 2005-1 Required Overcollateralization Amount” means, on any date of
determination during an Accrual Period, the amount, if any, by which the Series 2005-1
Required Enhancement Amount exceeds the sum of (a) the Series 2005-1 Reserve Account Amount
and (b) the amount on deposit in the Series 2005-1 Principal Collection Subaccount on such
date (excluding any amounts deposited therein pursuant to Section

 
 









 



23




5A.2(f) during the Monthly Period commencing after the first day of such Accrual
Period).


“Series 2005-1 Required Percentage” means, on any date of determination, the
Level 2 Required Enhancement Percentage as of such date unless:


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


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


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


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


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


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


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


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


in which case, the Series 2005-1 Required Percentage on such date will equal the Level 1
Required Enhancement Percentage or


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


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


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


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


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


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


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


in which case, the Series 2005-1 Required Percentage on such date will equal the Level 3
Required Enhancement Percentage.


“Series 2005-1 Required PMI Percentage” means, on any date of determination,
the Level 2 Required PMI Percentage unless:


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

 
 









 



24



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


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


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


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


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


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


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


in which case, the Series 2005-1 Required PMI Percentage on such date will equal the Level 1
Required PMI Percentage or


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


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


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


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


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


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


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


in which case, the Series 2005-1 Required PMI Percentage on such date will equal the Level 3
Required PMI Percentage.


“Series 2005-1 Required Reserve Account Amount” means, on any date of
determination, an amount equal to (a) during the Series 2005-1 Revolving Period, the
Required Reserve Account Amount Percentage as of such date of the sum of (i) the Series
2005-1 Maximum Invested Amount on such date and (ii) during any Paydown Period, the
aggregate Purchaser Group Invested Amount of any Non-Extending Purchaser Groups on such date
or (b) during the Series 2005-1 Amortization Period, the Required Reserve Account Amount
Percentage as of such date of the sum of (i) the Series 2005-1 Maximum Invested Amount on
the last day of the Series 2005-1 Revolving Period and (ii) if the last day of the Series
2005-1 Revolving Period occurred during a Paydown Period, the aggregate Purchaser Group
Invested Amount of any Non-Extending Purchaser Groups on the last day of the Series 2005-1
Revolving Period.

 
 









 



25



“Series 2005-1 Required Yield Supplement Amount” means, as of any Settlement
Date, the excess, if any, of (a) the Series 2005-1 Yield Shortfall Amount for such
Settlement Date over (b) 70% of the product of (x) the Series 2005-1 Invested Percentage on
such Settlement Date and (y) the Class X 1999-1B Invested Amount as of such Settlement Date
(after giving effect to any increase thereof on such Settlement Date); provided, however
that upon the occurrence of a Receivable Purchase Termination Event, the Series 2005-1
Required Yield Supplement Amount will equal the Series 2005-1 Yield Shortfall Amount.


“Series 2005-1 Reserve Account” is defined in Section 5A.9(a).


“Series 2005-1 Reserve Account Amount” means, on any date of determination, the
amount on deposit in the Series 2005-1 Reserve Account and available for withdrawal
therefrom.


“Series 2005-1 Reserve Account Surplus” means, on any date of determination,
the amount, if any, by which the Series 2005-1 Reserve Account Amount exceeds the Series
2005-1 Required Reserve Account Amount.


“Series 2005-1 Revolving Period” means the period from and including the
Effective Date to but excluding the commencement of the Series 2005-1 Amortization Period.


“Series 2005-1 Senior Preferred Membership Interests” means each series of
Senior Preferred Membership Interests relating to the Series 2005-1 Investor Notes, if any,
issued by the Issuer pursuant to the LLC Agreement.


“Series 2005-1 Servicing Fee” is defined in Section 6.1.


“Series 2005-1 Servicing Fee Percentage” is defined in Section 6.1.


“Series 2005-1 Settlement Collection Subaccount” is defined in Section
5A.1(a).


“Series 2005-1 Subaccounts” is defined in Section 5A.1(a).


“Series 2005-1 Supplemental Servicing Fee” is defined in Section 6.1.


“Series 2005-1 Weighted Average Cost of Funds” means, for any Settlement Date,
the product of (a) the quotient of the sum of (i) the aggregate amount of interest payable
on the Series 2005-1 Investor Notes on such Settlement Date and (ii) the aggregate amount of
dividends that would be payable on the Series 2005-1 Preferred Membership Interests on such
Settlement Date, assuming that dividends were accumulating thereon at the highest applicable
rate under the terms of such Series 2005-1 Preferred Membership Interests, divided by the
sum of (i) the weighted average Series 2005-1 Invested Amount during the immediately
preceding Series 2005-1 Interest Period and (ii) the aggregate stated liquidation preference
of the Series 2005-1 Preferred Membership Interests as of such Settlement Date (before
giving effect to any redemptions on such Settlement Date) and (b) a fraction, the numerator
of which is 360 and the

 
 









 



26




denominator of which is the number of days in the Series 2005-1 Interest Period ending
on such Settlement Date.


“Series 2005-1 Weighted Average Yield Shortfall” means, for any Settlement
Date, the excess, if any, of (a) the Series 2005-1 Minimum Yield Rate for such Settlement
Date over (b) the Series 2005-1 Weighted Average Yield Shortfall Lease Yield for such
Settlement Date.


“Series 2005-1 Weighted Average Yield Shortfall Lease Yield” means, for any
Settlement Date, the quotient of (a) the sum of the product with respect to each Series
2005-1 Yield Shortfall Lease of (i) the actual or implicit finance charge rate applicable to
such Series 2005-1 Yield Shortfall Lease and (ii) the Net Book Value of the Leased Vehicle
subject to such Series 2005-1 Yield Shortfall Lease as of the last day of the immediately
preceding Monthly Period divided by (b) the aggregate Net Book Value of the Leased Vehicles
subject to all of the Series 2005-1 Yield Shortfall Leases as of the last day of the
immediately preceding Monthly Period.


“Series 2005-1 Weighted Average Yield Shortfall Life” means, for any Settlement
Date, 50% of the weighted (on the basis of Net Book Value of the related Leased Vehicle)
average Assumed Lease Term of the Series 2005-1 Yield Shortfall Leases, assuming that all
scheduled lease payments are made thereon when scheduled and that the Obligors thereunder do
not elect to convert such Series 2005-1 Yield Shortfall Leases to Fixed Rate Leases, as of
the last day of the immediately preceding Monthly Period.


“Series 2005-1 Yield Shortfall Amount” means, for any Settlement Date, (i) if
the Series 2005-1 Hypothetical Yield Shortfall Amount for such Settlement Date is less than
the product of (x) the Series 2005-1 Invested Percentage as of the last day of the
immediately preceding Monthly Period and (y) 70% of the Class X 1999-1B Invested Amount as
of such Settlement Date (after giving effect to any increase thereof on such Settlement
Date), an amount equal to the Series 2005-1 Hypothetical Yield Shortfall Amount and (ii)
otherwise, an amount equal to the product of (x) the Series 2005-1 Weighted Average Yield
Shortfall for such Settlement Date, (y) the aggregate Lease Balance of all Series 2005-1
Yield Shortfall Leases as of the last day of the immediately preceding Monthly Period and
(z) the Series 2005-1 Weighted Average Yield Shortfall Life for such Settlement Date.


“Series 2005-1 Yield Shortfall Lease” means, as of any Settlement Date, each
Unit Lease that is a Floating Rate Lease with an actual or implicit finance charge rate of
less than the Series 2005-1 Minimum Yield Rate as of the last day of the immediately
preceding Monthly Period.


“Series 2005-1 Yield Supplement Account” is defined in Section
5A.10(a).


“Series 2005-1 Yield Supplement Account Amount” means, on any date of
determination, the amount on deposit in the Series 2005-1 Yield Supplement Account and
available for withdrawal therefrom.


 










 



27



“Series 2005-1 Yield Supplement Account Surplus” means, on any date of
determination, the amount, if any, by which the Series 2005-1 Yield Supplement Account
Amount exceeds the Series 2005-1 Required Yield Supplement Amount.


“Series 2005-1 Yield Supplement Deficiency” means, on any date of
determination, the amount by which the Series 2005-1 Required Yield Supplement Account
Amount is less than the Series 2005-1 Yield Supplement Account Amount.


“Statutory Reserve Rate” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal (rounded up to the nearest 1/100th of 1%)
established by the Board with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to Regulation D. Eurodollar
Tranches shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that
may be available from time to time under such Regulation D or comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in the reserve percentage.


“Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.


“Telerate Page 3750” means the display page currently so designated on the
Moneyline Telerate Service (or such other as may replace that page on that service for the
purpose of displaying rate quotations comparable to those currently provided on such page of
such service, as determined by the Administrative Agent).


“Total Cash Available” means, for any Settlement Date, the excess, if any, of
(a) the sum of (i) the aggregate amount of Collections allocated to the Series 2005-1
General Collection Subaccount pursuant to Section 5A.2(a) during the immediately
preceding Monthly Period, (ii) an amount equal to the product of the average daily Series
2005-1 Invested Percentage during such Monthly Period and the amount of the Unit Repurchase
Payments paid by the Servicer or SPV on such Settlement Date, (iii) an amount equal to the
product of the average daily Series 2005-1 Invested Percentage during such Monthly Period
and the amount of the Monthly Servicer Advance made by the Servicer on such Settlement Date,
(iv) an amount equal to the product of the average daily Series 2005-1 Invested Percentage
during such Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant
to Section 5.2(e) of the Base Indenture on the Transfer Date immediately preceding such
Settlement Date and (v) the investment income on amounts on deposit in the Series 2005-1
Principal Collection Subaccount and the Series 2005-1 General Collection Subaccount
transferred to the Series 2005-1 Settlement Collection Subaccount on such Settlement Date
pursuant to Section 5A.1(b) over (b) the aggregate amount withdrawn from the Series
2005-1 General Collection Subaccount and



 









 



28






deposited in the Series 2005-1 Principal Collection Subaccount pursuant to Section
5A.2(f) during the immediately preceding Monthly Period.


“Tractor” means a vehicle designed to pull a Trailer by means of a fifth wheel
mounted over its rear axel.


“Trailer” means a truck trailer supported at the rear by its own wheels and at
the front by a fifth wheel mounted to a Tractor.


“Transferee” is defined in Section 12.10(f).


“Transferee Supplement” is defined in Section 12.10(c).


“Truck” means a vehicle that carries cargo in a body mounted to its chassis
rather than in a Trailer towed by the vehicle.


“Truck Body” means the outer shell of a motor vehicle that is mounted to a cab
chassis and that covers that chassis from the back of the cab to the end of the body. A
Vehicle shall not be a Truck Body if it also includes the cab.











 




29


ARTICLE 2


PURCHASE AND SALE OF SERIES 2005-1 INVESTOR NOTES; 


INCREASES AND DECREASES OF SERIES 2005-1 INVESTED AMOUNT


SECTION 2.1. Purchases of the Series 2005-1 Investor Notes


(a)      Initial Purchases. Subject to the terms and conditions of this Indenture
Supplement, including delivery of notice in accordance with Section 2.3, (i) each CP
Conduit Purchaser may, in its sole discretion, purchase a Series 2005-1 Investor Note in an amount
equal to all or a portion of its Commitment Percentage of the Series 2005-1 Initial Invested Amount
on any Business Day during the period from the Effective Date to and including the Expiry Date with
respect to the Purchaser Group of which such CP Conduit Purchaser is a member (the “Series
2005-1 Initial Funding Date”), and if such CP Conduit Purchaser shall have notified the
Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser that it has
elected not to fund a Series 2005-1 Investor Note in an amount equal to its Commitment Percentage
of the Series 2005-1 Initial Invested Amount on the Series 2005-1 Initial Funding Date, each APA
Bank with respect to such CP Conduit Purchaser shall fund on the Series 2005-1 Initial Funding Date
its APA Bank Percentage of that portion of such Series 2005-1 Investor Note not to be funded by
such CP Conduit Purchaser and (ii) thereafter, (A) if a CP Conduit Purchaser shall have purchased a
Series 2005-1 Investor Note on the Series 2005-1 Initial Funding Date, such CP Conduit Purchaser
may, in its sole discretion, maintain its Series 2005-1 Investor Note, subject to increase or
decrease during the period from the Effective Date to and including the Expiry Date with respect to
the Purchaser Group of which such CP Conduit Purchaser is a member, in accordance with the
provisions of this Indenture Supplement and (B) each APA Bank with respect to such CP Conduit
Purchaser shall maintain the Series 2005-1 Investor Note with respect to the Purchaser Group of
which it is a member, subject to increase or decrease during the period from the Effective Date to
and including the Expiry Date with respect to such Purchaser Group, in accordance with the
provisions of this Indenture Supplement. Payments by each CP Conduit Purchaser and/or the APA
Banks with respect to such CP Conduit Purchaser shall be made in immediately available funds on the
Series 2005-1 Initial Funding Date to the Funding Agent with respect to such CP Conduit Purchaser
for remittance to the Indenture Trustee for deposit into the Series 2005-1 Collection Subaccount.


(b)      Maximum Purchaser Group Invested Amounts. Notwithstanding anything to the
contrary contained in this Indenture Supplement, at no time shall the Purchaser Group Invested
Amount with respect to any Purchaser Group exceed the Maximum Purchaser Group Invested Amount with
respect to such Purchaser Group at such time.


(c)      Form of Series 2005-1 Investor Notes. The Series 2005-1 Investor Notes shall be
issued in fully registered form without interest coupons, substantially in the form set forth in
Exhibit A hereto.


SECTION 2.2. Delivery. 










 





30


(a)      On the Series 2005-1 Initial Funding Date, the Issuer shall sign and shall direct the
Indenture Trustee in writing pursuant to Section 2.4 of the Base Indenture to duly
authenticate, and the Indenture Trustee, upon receiving such direction, shall so authenticate a
Series 2005-1 Investor Note in the name of the Funding Agent with respect to each Purchaser Group
in an amount equal to the Maximum Purchaser Group Invested Amount with respect to such Purchaser
Group and deliver such Series 2005-1 Investor Note to such Funding Agent in accordance with such
written directions.


(b)      The Indenture Trustee shall indicate in the Note Register the actual Purchaser Group
Invested Amount outstanding with respect to each Purchaser Group and the actual Series 2005-1
Invested Amount outstanding on any date of determination, which, absent manifest error, shall
constitute prima facie evidence of the outstanding Purchaser Group Invested Amounts
and outstanding Series 2005-1 Invested Amount from time to time.


SECTION 2.3. Procedure for Initial Issuance and for Increasing the Series 2005-1 Invested
Amount.


(a)      Subject to Section 2.3(c), (i) on the Series 2005-1 Initial Funding Date, each CP
Conduit Purchaser may agree, in its sole discretion, to purchase, and the APA Banks with respect to
such CP Conduit Purchaser shall purchase, a Series 2005-1 Investor Note in accordance with
Section 2.1 and (ii) on any Business Day during the period from the Effective Date to and
including the Expiry Date with respect to a Purchaser Group, the CP Conduit Purchaser in such
Purchaser Group may agree, in its sole discretion, and the APA Banks in such Purchaser Group hereby
agree that the Purchaser Group Invested Amount with respect to such Purchaser Group may be
increased by an amount equal to the Commitment Percentage of such Purchaser Group of the Increase
Amount (an “Increase”), upon the request of the Issuer (each date on which an increase in
the Series 2005-1 Invested Amount occurs hereunder being herein referred to as the “Increase
Date” applicable to such Increase); provided, however, that the Issuer shall
have given the Administrative Agent (with a copy to the Indenture Trustee) irrevocable written
notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of
Exhibit B hereto, of such request no later than 9:30 A.M., New York City time, on the Business Day
prior to the Series 2005-1 Initial Funding Date or such Increase Date, as the case may be;
provided, further, that if the proposed amount of any Increase (the “Increase
Amount”) will be $200,000,000 or more, the Issuer shall have given the Administrative Agent
written notice thereof no later than 9:30 A.M., New York City time, on the second Business Day
prior to the proposed Increase Date. Such notice shall state (x) the Series 2005-1 Initial Funding
Date or the Increase Date, as the case may be, and (y) the initial invested amount (the “Series
2005-1 Initial Invested Amount”) or the proposed Increase Amount, as the case may be.


(b)      If a CP Conduit Purchaser elects not to fund the full amount of the Commitment Percentage
of its Purchaser Group of the Series 2005-1 Initial Invested Amount or a requested Increase, such
CP Conduit Purchaser shall notify the Administrative Agent and the Funding Agent with respect to
such CP Conduit Purchaser, and each APA Bank in such Purchaser Group shall fund its APA Bank
Percentage of the portion of the Commitment Percentage of such Purchaser Group of the Series 2005-1
Initial Invested Amount or such Increase, as the case may be, not funded by such CP Conduit
Purchaser.










 





31


(c)      No Purchaser Group shall be required to make the initial purchase of a Series 2005-1
Investor Note on the Series 2005-1 Initial Funding Date or to increase its Purchaser Group Invested
Amount on any Increase Date hereunder unless:


(i)      the Series 2005-1 Initial Invested Amount or Increase Amount is equal to
$10,000,000 or an integral multiple of $500,000 in excess thereof;


(ii)      after giving effect to the initial purchase amount or Increase Amount, the
Purchaser Group Invested Amount with respect to such Purchaser Group would not
exceed the Maximum Purchaser Group Invested Amount with respect to such Purchaser;


(iii)      after giving effect to the initial purchase amount or Increase Amount, no
Series 2005-1 Allocated Asset Amount Deficiency, Series 2005-1 Liquid Credit
Enhancement Deficiency or Series 2005-1 Yield Supplement Deficiency would have
occurred and be continuing;


(iv)      no Amortization Event or Potential Amortization Event shall have occurred
and be continuing;


(v)      all of the representations and warranties made by each of the Issuer, SPV,
the Origination Trust and the Servicer in each Transaction Document to which it is a
party are true and correct in all material respects on and as of the Series 2005-1
Initial Funding Date or such Increase Date, as the case may be, as if made on and as
of such date (except to the extent such representations and warranties are expressly
made as of another date); and


(vi)      all conditions precedent set forth in Section 4.2 of the Transfer
Agreement to the funding of the Additional Units, if any, being funded on the Series
2005-1 Initial Funding Date or such Increase Date, as the case may be, shall have
been satisfied, including, without limitation, delivery of the Additional Assignment
to the Issuer and the Indenture Trustee in accordance with Section 4.2 of
the Transfer Agreement.


The Issuer’s acceptance of funds in connection with (x) the initial purchase of Series 2005-1
Investor Notes on the Series 2005-1 Initial Funding Date and (y) each Increase occurring on any
Increase Date shall constitute a representation and warranty by the Issuer to the applicable
Purchasers as of the Series 2005-1 Initial Funding Date or such Increase Date (except to the extent
such representations and warranties are expressly made as of another date), as the case may be,
that all of the conditions contained in this Section 2.3(c) have been satisfied.


(d)      If there is a Principal Overpayment Amount for any Settlement Date, the Issuer shall
request an Increase in accordance with Section 2.3(a) in an amount equal to such Principal
Overpayment Amount effective on such Settlement Date. Notwithstanding the provisions of
Section 2.3(c), each Purchaser Group shall be required to fund its Commitment
Percentage of such an Increase even if the Issuer is unable to satisfy the conditions set
forth in clause (i), (iii), (iv) or (vi) of Section 2.3(c).










 





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(e)      Upon receipt of any notice required by Section 2.3(a) from the Issuer, the
Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such
notice to the Funding Agent with respect to each Purchaser Group, no later than 1:00 P.M., New York
City time, on the day received. After receipt by any Funding Agent with respect to a Purchaser of
such notice from the Administrative Agent, such Funding Agent shall, except as otherwise provided
in Section 2.3(d), so long as the conditions set forth in Sections 2.3(a) and
(c) are satisfied, promptly provide telephonic notice to the related CP Conduit Purchaser
and the related APA Banks, of the Increase Date and of such Purchaser Group’s Commitment Percentage
of the Series 2005-1 Initial Invested Amount or the Increase Amount. If such CP Conduit Purchaser
elects to fund all or a portion of the Commitment Percentage of such Purchaser Group of the Series
2005-1 Initial Invested Amount or the Increase Amount, as the case may be, such CP Conduit
Purchaser shall pay in immediately available funds such Commitment Percentage (or any portion
thereof) of the Series 2005-1 Initial Invested Amount on the Series 2005-1 Initial Funding Date or
the amount of such Increase on the related Increase Date, as the case may be, to the Funding Agent
with respect to such Purchaser Group for deposit into the Series 2005-1 Collection Subaccount. If
such CP Conduit Purchaser does not fund the full amount of the Commitment Percentage of such
Purchaser Group of the Series 2005-1 Initial Invested Amount or the Increase Amount, as the case
may be, and the related APA Banks are required to fund the portion thereof not funded by the CP
Conduit Purchaser, each such APA Bank shall pay in immediately available funds its APA Bank
Percentage of such portion on the Series 2005-1 Initial Funding Date or the related Increase Date,
as the case may be, to the Funding Agent with respect to such Purchaser Group for deposit in the
Series 2005-1 Collection Subaccount.


SECTION 2.4. Sales by CP Conduit Purchasers of Series 2005-1 Investor Notes to APA Banks.
Notwithstanding any limitation to the contrary contained herein, each CP Conduit Purchaser may, in
its own discretion, at any time, sell or assign all or any portion of its interest in its Series
2005-1 Note to any Conduit Assignee or to the APA Bank with respect to such CP Conduit Purchaser
pursuant to, and subject to the terms and conditions of, the Asset Purchase Agreement with respect
to such CP Conduit Purchaser.


SECTION 2.5. Procedure for Decreasing the Series 2005-1 Invested Amount; Optional
Termination.


(a)      On any Business Day prior to the occurrence of an Amortization Event, upon the written
request of the Issuer or the Administrator on behalf of the Issuer, the Series 2005-1 Invested
Amount may be reduced (a “Decrease”) by the Indenture Trustee’s withdrawing from the Series
2005-1 Principal Collection Subaccount, depositing into the Series 2005-1 Distribution Account and
distributing to the Administrative Agent funds on deposit in the Series 2005-1 Principal Collection
Subaccount on such day in accordance with Section 5A.7(c) in an amount not to exceed the
amount of such funds on deposit on such day; provided that the Administrator shall have
given the Administrative Agent (with a copy to the Indenture Trustee)
irrevocable written notice (effective upon receipt) of the amount of such Decrease prior to
9:30 A.M., New York City time, on the second Business Day prior to such Decrease, in the case of
any such Decrease in an amount less than $200,000,000, and prior to 9:30 A.M., New York City time,
on a Business Day that is at least ten days prior to such Decrease, in the case of any such
Decrease in an amount of $200,000,000 or more; provided, further, that any such
Decrease shall be in an amount equal to $10,000,000 and integral multiples of $500,000 in excess
thereof.










 





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Upon each Decrease, the Indenture Trustee shall indicate in the Note Register such
Decrease. Upon receipt of any notice required by Section 2.5(a) from the Issuer, the
Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such
notice to the Funding Agent with respect to each Purchaser Group, no later than 1:00 P.M., New York
City time, on the day received.


(i)      On any Business Day, the Issuer shall have the right to deliver an
irrevocable written notice (an “Optional Termination Notice”) to the
Administrative Agent, the Indenture Trustee, the Administrator and the Rating
Agencies in which the Issuer declares that the Commitments shall terminate on the
date (the “Optional Termination Date”) set forth in such notice (which date,
in any event, shall be a Payment Date not less than ten Business Days from the date
on which such notice is delivered). Upon receipt of any Optional Termination Notice
from the Issuer, the Administrative Agent shall promptly notify the Funding Agent
with respect to each Purchaser Group thereof.


(ii)      From and after the Optional Termination Date, the Series 2005-1
Amortization Period shall commence for all purposes under this Indenture Supplement
and the other Transaction Documents.


(b)      If there are funds on deposit in the Series 2005-1 Principal Collection Subaccount on any
Business Day on which the Purchaser Group Invested Amount with respect to any Non-Extending
Purchaser Group shall not have been reduced to zero and the Issuer would be permitted under the
terms of Section 2.5(a) to effect a Decrease with such funds, the Issuer shall request
such a Decrease in accordance with Section 2.5(a) on the earliest possible date.


SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the
Commitments


(a)      The Issuer may from time to time request that any Purchaser Group agree to increase its
Maximum Purchaser Group Invested Amount. An increase in any Maximum Purchaser Group Invested
Amount shall be effective hereunder if (i) such Purchaser Group shall have agreed to such increase
in its Maximum Purchaser Group Invested Amount and (ii) if such increase results in an increase in
the Series 2005-1 Maximum Invested Amount, after giving effect to such increase, (A) the aggregate
balances of all of the capital accounts of the Members of the Issuer are equal to at least 13% of
the Issuer’s total capitalization and (B) the Issuer has one or more Series 2005-1 Lease Rate Caps
that, in the aggregate, satisfy the requirements of Section 5A.12(d).


(b)      If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser
Groups, the Issuer shall notify the Administrative Agent at least 60 days prior to such Scheduled
Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups,
whereupon the Administrative Agent shall notify the Funding Agent with respect to each Purchaser
Group of the Issuer’s desire to so extend the Scheduled Expiry Date. Each Funding Agent, on behalf
of its Purchaser Group, shall notify the Administrative Agent and the Issuer in writing of whether
such Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such
Purchaser Group; provided that failure by a Funding Agent to










 





34


respond to such request shall
not be construed as a consent by such Purchaser Group to such extension. The decision to extend or
not extend shall be made by each Purchaser Group in its sole discretion. In the event that any
Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its
Maximum Purchaser Group Invested Amount prior to the Issuer’s request for an extension, the Issuer,
in its sole discretion, may accept such extension; provided, however, that such
Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of
Section 5A.7(c) having a Purchaser Group Invested Amount equal to the excess of its
Purchaser Group Invested Amount over the Maximum Purchaser Group Invested Amount that will be
available after the extension of its Scheduled Expiry Date and (y) shall be deemed to be an
Extending Purchaser Group with a Maximum Purchaser Group Invested Amount equal to the portion of
its Maximum Purchaser Group Invested Amount that will be available after the extension of its
Scheduled Expiry Date. Any extension of the Scheduled Expiry Date with respect to a Purchaser
Group shall be subject to the prior written consent of any Series 2005-1 Preferred Member other
than Terrapin Funding LLC and any counterparty to a Series 2005-1 Lease Rate Cap required to be
maintained pursuant to Section 5A.12(d).


(c)      On any Business Day during the Series 2005-1 Revolving Period, the Issuer may, upon two
(2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with
copies to the Administrator and the Indenture Trustee) reduce the Series 2005-1 Maximum Invested
Amount in an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof;
provided that no such termination or reduction shall be permitted if, after giving effect
thereto and to any reduction in the Series 2005-1 Invested Amount on such date, the Purchaser Group
Invested Amount with respect to any Purchaser Group would exceed the Maximum Purchaser Group
Invested Amount with respect to such Purchaser Group then in effect. Any reduction in the Series
2005-1 Maximum Invested Amount shall be made on a pro rata basis to the Maximum Purchaser Group
Invested Amounts with respect to the Purchaser Groups, based on the Maximum Purchaser Group
Invested Amount with respect to each Purchaser Group.


SECTION 2.7. Interest; Fees.


(a)      Interest shall be payable on the Series 2005-1 Investor Notes on each Payment Date
pursuant to Section 5A.5(a).


(b)      On any Business Day, the Issuer may, subject to Section 2.7(c), elect to allocate
all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit
Purchaser, to one or more CP Tranches with CP Rate Periods commencing
on such Business Day by giving the Administrative Agent and the Funding Agent with respect to
such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing)
notice thereof, which notice must be received by such Funding Agent prior to 11:00 A.M., New York
City time, one Business Day prior to such Business Day. Such notice shall specify (i) the
applicable Business Day, (ii) the CP Rate Period for each CP Tranche to which a portion of the
Available CP Funding Amount with respect to the Purchaser Group of which such Match Funding CP
Conduit Purchaser is a member is to be allocated and (iii) the portion of such Available CP Funding
Amount being allocated to each such CP Tranche. On any Business Day, the Issuer may, subject to
Section 2.7(c), elect to allocate all or any portion of the Available APA










 





35


Bank Funding
Amount with respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar
Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent
with respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing)
notice thereof, which notice must be received by such Funding Agent prior to 1:00 P.M., New York
City time, three Business Days prior to such Business Day. Such notice shall specify (i) the
applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion
of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated
and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such
Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser
Group shall notify the CP Conduit Purchaser and the APA Banks in such Purchaser Group of the
contents of such notice promptly upon receipt thereof.


(c)      Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A)
each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the
portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser
allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its
sole discretion, any new CP Rate Period if (x) the Issuer does not provide notice of a new CP Rate
Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit
Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole
discretion, that the CP Rate Period requested by the Issuer is unavailable or for any reason
commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to
such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to
$1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the
Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each Eurodollar
Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess
thereof, (B) no more than 10 Eurodollar Tranches with respect to such Purchaser Group shall be
outstanding at any one time, (C) after the occurrence and during the continuance of any
Amortization Event or Potential Amortization Event, the Issuer may not elect to allocate any
portion of the Available APA Bank Funding Amount with respect to any Purchaser Group to a
Eurodollar Tranche and (D) during the Series 2005-1 Amortization Period, the Issuer may not select
any Eurodollar Period that does not end on or prior to the next succeeding Payment Date.


(d)      On any Business Day, a Match Funding CP Conduit Purchaser may elect that the Issuer no
longer be permitted to select CP Tranches in accordance with Sections 2.7(b)
and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser by giving the Issuer and the Administrative Agent irrevocable written notice thereof,
which notice must be received by the Issuer and the Administrative Agent at least one Business Day
prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may elect
thereafter to allow the Issuer to select CP Tranches in accordance with Sections 2.7(b) and
(c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by
giving the Issuer and the Administrative Agent irrevocable written notice thereof, which notice
must be received by the Issuer and the Administrative Agent at least one Business Day prior to such
Business Day. Any CP Conduit Purchaser making an election to change the manner in which its
funding costs in respect of its Series 2005-1 Investor Note are allocated in accordance with this
Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled










 





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Funding CP
Conduit Purchaser during the period that its Series 2005-1 Investor Note is funded on both a
“pooled” and “match funded” basis and its Monthly Funding Costs during that period will be
calculated accordingly.


(e)      The Indenture Trustee (acting at the written direction of the Administrator upon which the
Indenture Trustee may conclusively rely) shall distribute pursuant to Section 5A.5(b), from
amounts deposited in the Series 2005-1 Distribution Account pursuant to Section 5A.4(c), to
the Administrative Agent, for the account of each Purchaser Group, on each Payment Date, a
commitment fee with respect to the Series 2005-1 Interest Period ending on such Payment Date (the
“Commitment Fee”) during the period from the Effective Date to and including the Expiry
Date with respect to such Purchaser Group at the Commitment Fee Rate of 102% of the average daily
Maximum Purchaser Group Invested Amount with respect to such Purchaser Group during such Series
2005-1 Interest Period less the average daily Purchaser Group Invested Amount with respect to such
Purchaser Group during such Series 2005-1 Interest Period. The Commitment Fee shall be payable
monthly in arrears on each Payment Date.


(f)      Calculations of per annum rates under this Indenture Supplement shall be made on the basis
of a 360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate)
day year. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each
determination of the Adjusted LIBO Rate by the Administrative Agent shall be conclusive and binding
upon each of the parties hereto in the absence of manifest error.


SECTION 2.8. Indemnification by the Issuer and the Administrator 


(a)      The Issuer agrees to indemnify and hold harmless the Indenture Trustee, the Administrative
Agent, each Funding Agent, each Purchaser and each of their respective officers, directors, agents
and employees (each, a “Company indemnified person”) from and against any loss, liability,
expense, damage or injury suffered or sustained by (a “Claim”) such Company indemnified
person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or
relating to, activities of the Issuer pursuant to the Indenture or the other Transaction Documents
to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the
Issuer (or any of its officers) in the Indenture or other Transaction Document or (iii) a failure
by the Issuer to comply with any applicable law or regulation or to perform its covenants,
agreements, duties or obligations required to be performed or observed by it in accordance with the
provisions of the Indenture or the other Transaction Documents,
including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and
other reasonable costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage
or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company
indemnified person or its officers, directors, agents, principals, employees or employers, (B)
resulted solely from a default by an Obligor with respect to any Sold Unit or Fleet Receivable or
(C) includes any Excluded Taxes; provided that any payments made by the Issuer pursuant to
this Section 2.8 shall be made solely from funds available therefor pursuant to Section
5A.5(e), shall be non-recourse other than with respect to such funds, and shall not constitute
a claim against the Issuer to the extent that such funds are insufficient to make such payment.










 





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(b)      The Administrator agrees to indemnify and hold harmless the Indenture Trustee, the
Administrative Agent, each Funding Agent, each Purchaser and each of their respective officers,
directors, agents and employees (each, a “Administrator indemnified person”) from and
against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of,
or relating to, activities of the Administrator pursuant to the Indenture or the other Transaction
Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed
made by the Administrator (or any of its officers) in the Indenture or other Transaction Document
or (iii) a failure by the Administrator to comply with any applicable law or regulation or to
perform its covenants, agreements, duties or obligations required to be performed or observed by it
in accordance with the provisions of the Indenture or the other Transaction Documents, including,
but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other
reasonable costs or expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury
(A) resulted from the gross negligence, bad faith or wilful misconduct of such Administrator
indemnified person or its officers, directors, agents, principals, employees or employers, (B)
resulted solely from a default by an Obligor with respect to any Sold Unit or Fleet Receivable or
(C) include any Excluded Taxes.


SECTION 2.9. Funding Agents


(a)      The Funding Agent with respect to each Purchaser Group is hereby authorized to record on
each Business Day the CP Funded Amount with respect to such Purchaser Group and the aggregate
amount of Discount accruing with respect thereto on such Business Day and the APA Bank Funded
Amount with respect to such Purchaser Group and the amount of interest accruing with respect
thereto on such Business Day and, based on such recordations, to determine the Monthly Funding
Costs with respect to each Series 2005-1 Interest Period and such Purchaser Group. Any such
recordation by a Funding Agent, absent manifest error, shall constitute prima facie
evidence of the accuracy of the information so recorded. Furthermore, the Funding Agent with
respect to each Purchaser Group will maintain records sufficient to identify the percentage
interest of the related CP Conduit Purchaser and each APA Bank with respect to such Purchaser Group
holding an interest in the Series 2005-1 Investor Note registered in the name of such Funding Agent
and any amounts owing thereunder.


(b)      Upon receipt of funds from the Administrative Agent on each Payment Date and the date of
any Decrease, each Funding Agent shall pay such funds to the related CP Conduit Purchaser and/or
the related APA Banks owed such funds in accordance with the recordations maintained by it in
accordance with Section 2.9(a) and the Asset Purchase Agreement with respect to such CP
Conduit Purchaser. If a Funding Agent shall have paid to any CP Conduit Purchaser or APA Bank any
funds that (i) must be returned for any reason (including bankruptcy) or (ii) exceeds that which
such CP Conduit Purchaser or APA Bank was entitled to receive, such amount shall be promptly repaid
to such Funding Agent by such CP Conduit Purchaser or APA Bank.










 





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ARTICLE 3


ARTICLE 5 OF THE BASE INDENTURE


Sections 5.1 through 5.4 of the Base Indenture and each other Section of
Article 5 of the Indenture relating to another Series shall read in their entirety as provided in
the Base Indenture or any applicable Indenture Supplement. Article 5 of the Base Indenture
(except for Sections 5.1 through 5.4 thereof and any portion thereof relating to
another Series) shall read in its entirety as follows and shall be exclusively applicable to the
Series 2005-1 Investor Notes:


Section 5A.1 Establishment of Series 2005-1 Subaccounts.


(a)      The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2005-1 Investor Noteholders (i) a subaccount of the Collection
Account (the “Series 2005-1 Collection Subaccount”); and (ii) three subaccounts of the
Series 2005-1 Collection Subaccount: (1) the Series 2005-1 General Collection Subaccount, (2) the
Series 2005-1 Principal Collection Subaccount and (3) the Series 2005-1 Settlement Collection
Subaccount (respectively, the “Series 2005-1 General Collection Subaccount,” the
“Series 2005-1 Principal Collection Subaccount” and the “Series 2005-1 Settlement
Collection Subaccount”); the accounts established pursuant to this Section 5A.1(a),
collectively, the “Series 2005-1 Subaccounts”), each Series 2005-1 Subaccount to bear a
designation indicating that the funds deposited therein are held for the benefit of the Series
2005-1 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in
all moneys, instruments, securities and other property on deposit from time to time in the Series
2005-1 Subaccounts and the proceeds thereof for the benefit of the Series 2005-1 Investor
Noteholders.


(b)      So long as no Amortization Event has occurred, the Issuer shall instruct the institution
maintaining the Collection Account in writing to invest funds on deposit in the Series 2005-1
Subaccounts at all times in Permitted Investments selected by the Issuer (by standing instructions
or otherwise); provided, however, that funds on deposit in a Series 2005-1
Subaccounts may be invested together with funds held in other subaccounts of the Collection
Account. Amounts on deposit and available for investment in the Series 2005-1 General Collection
Subaccount and the Series 2005-1 Principal Collection Subaccount shall be invested
by the Indenture Trustee at the written direction of the Issuer, so long as no Amortization
Event has occurred, in Permitted Investments that mature, or that are payable or redeemable upon
demand of the holder thereof, on or prior to the next Business Day. On each Settlement Date, all
interest and other investment earnings (net of losses and investment expenses) on funds deposited
in the Series 2005-1 Principal Collection Subaccount and the Series 2005-1 General Collection
Subaccount shall be deposited in the Series 2005-1 Settlement Collection Subaccount. The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would result in a loss of
principal of such Permitted Investment. In the absence of written direction as provided hereunder,
all funds on deposit in the Collection Account shall remain uninvested.










 





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(c)      After the occurrence of an Amortization Event, the Administrative Agent shall instruct the
institution maintaining the Collection Account in writing to invest funds on deposit in the Series
2005-1 Subaccounts from time to time in Permitted Investments selected by the Administrative Agent
(by standing instructions or otherwise). Amounts on deposit and available for investment in the
Series 2005-1 Subaccounts shall be invested by the Indenture Trustee at the written direction of
the Administrative Agent in Permitted Investments that mature, or that are payable or redeemable
upon demand of the holder thereof on or prior to the Business Day immediately preceding the next
Payment Date. On each Settlement Date, all interest and other investment earnings (net of losses
and investment expenses) on funds deposited in the Series 2005-1 General Collection Subaccount and
the Series 2005-1 Principal Collection Subaccount shall be deposited in the Series 2005-1
Settlement Collection Subaccount. The Administrative Agent shall not direct the Indenture Trustee
to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof
to the extent such disposal would result in a loss of principal of such Permitted Investment. In
the absence of written direction as provided hereunder, all funds on deposit shall remain
uninvested.


Section 5A.2 Allocations with Respect to the Series 2005-1 Investor Notes.


(d)      Prior to 1:00 P.M., New York City time, on each Deposit Date, the Administrator shall
direct the Indenture Trustee in writing to allocate to the Series 2005-1 Investor Noteholders and
deposit in the Series 2005-1 General Collection Subaccount an amount equal to the product of the
Series 2005-1 Invested Percentage on such Deposit Date and the Collections deposited into the
Collection Account on such Deposit Date.


(e)      The Administrator shall direct the Indenture Trustee in writing to allocate to the Series
2005-1 Investor Noteholders and deposit in the Series 2005-1 General Collection Subaccount the
following amounts on each Business Day (the “Series 2005-1 Daily Principal Allocation”):


(i)      the proceeds from the initial sale of the Series 2005-1 Investor Notes or
any Increase; and


(ii)      any amounts allocated to another Series of Investor Notes that the Issuer
or the Administrator, on behalf of the Issuer, has elected to apply to reduce the
Series 2005-1 Invested Amount.


(f)      On each Determination Date, the Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 2005-1 Investor Noteholders and deposit in the Series 2005-1
Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from
the Gain on Sale Account, in an amount equal to the product of the average daily Series 2005-1
Invested Percentage during the immediately preceding Monthly Period and the amount withdrawn from
the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on such Transfer
Date.


(g)      On each Determination Date, the Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 2005-1 Investor Noteholders and deposit in the Series










 





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2005-1 Settlement Collection Subaccount on the immediately succeeding Settlement Date the following
amounts:


(i)      any Unit Repurchase Payments made by the Servicer or SPV, in an amount
equal to the product of the average daily Series 2005-1 Invested Percentage during
the immediately preceding Monthly Period and the amount of such Unit Repurchase
Payments;


(ii)      the Monthly Servicer Advance made by the Servicer, in an amount equal to
the product of the average daily Series 2005-1 Invested Percentage during the
immediately preceding Monthly Period and the amount of such Monthly Servicer
Advance;


(iii)      payments made under the Lease Rate Caps maintained by the Issuer pursuant
to Section 5A.12(a) and (b), in an amount equal to the product of
the average daily Series 2005-1 Invested Percentage during the immediately preceding
Monthly Period and the amount of such payments; and


(iv)      all payments made to the Indenture Trustee under the Series 2005-1 Lease
Rate Caps.


(h)      On each Business Day, the Administrator will direct the Indenture Trustee in writing to
allocate, prior to 1:00 P.M., New York City time, the Series 2005-1 Daily Principal Allocation
deposited in the Series 2005-1 Collection Subaccount in the following priority:


(i)      if such Business Day is a Settlement Date, allocate to the Series 2005-1
Settlement Collection Subaccount, an amount equal to the lesser of (A) the proceeds
from any Increase on such Settlement Date and (B) the Principal Overpayment Amount
for such Settlement Date; and


(ii)      allocate any remaining portion of any Increase and any amounts allocated
to another Series of Investor Notes that the Issuer or the Administrator,
on behalf of the Issuer, has elected to apply to reduce the Series 2005-1
Invested Amount to the Series 2005-1 Principal Collection Subaccount.


(i)      If, on any Business Day during the Series 2005-1 Revolving Period, other than during any
Paydown Period, the sum of (i) the Series 2005-1 Daily Principal Allocation and (ii) the amount on
deposit in the Series 2005-1 Principal Collection Subaccount on such Business Day is less than the
Daily Principal Utilization Amount for such Business Day, the Administrator will direct the
Indenture Trustee in writing, prior to 1:00 P.M., New York City time, to withdraw an amount equal
to such deficit from the Series 2005-1 General Collection Subaccount and deposit it into the Series
2005-1 Principal Collection Subaccount.


(j)      The Administrator may direct the Indenture Trustee in writing by 1:00 P.M., New York City
time, on any Business Day during the Series 2005-1 Revolving Period to withdraw amounts on deposit
in the Series 2005-1 Principal Collection Subaccount for any of the following purposes:










 





41


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


(ii)      if the Administrator shall have given the Administrative Agent written
notice of a Decrease in accordance with Section 2.5(a), to reduce the Series
2005-1 Invested Amount in accordance with Section 2.5; or


(iii)      to reduce the Invested Amount of any other Series of Investor Notes;


provided, however that during any Paydown Period the Administrator may withdraw
amounts on deposit in the Series 2005-1 Principal Collection Subaccount pursuant to this
Section 5A.2(g) only to reduce the Purchaser Group Invested Amounts of the Non-Extending
Purchaser Group or Non-Extending Purchaser Groups pursuant to Sections 2.5(a) and
5A.7(c).


(k)      On any Business Day during the Series 2005-1 Amortization Period prior to the occurrence
of an Amortization Event, the Administrator may direct the Indenture Trustee in writing to
withdraw amounts on deposit in the Series 2005-1 Principal Collection Subaccount and apply them to
reduce the Series 2005-1 Invested Amount in accordance with Section 2.5; provided, that the
Administrator shall have given the Administrative Agent written notice of such Decrease in
accordance with Section 2.5(a).


Section 5A.3. Determination of Interest


(l)      On each Determination Date, the Administrator shall determine the Series 2005-1 Note Rate
for the Series 2005-1 Interest Rate Period ending on the next succeeding Payment Date, based on the
information provided by the Funding Agents pursuant to this Section 
5A.3(a), and the amount of interest payable on such next succeeding Payment Date on
the Series 2005-1 Investor Notes (“Series 2005-1 Monthly Interest”). Series 2005-1 Monthly
Interest for each Series 2005-1 Interest Period will equal the product of (i) the Series 2005-1
Note Rate for such Series 2005-1 Interest Period, (ii) the average daily Series 2005-1 Invested
Amount during such Series 2005-1 Interest Period and (iii) the actual number of days elapsed in
such Series 2005-1 Interest Period divided by 360. On each Determination Date, the Funding Agent
with respect to each Purchaser Group shall provide written notice to the Administrator of the
Monthly Funding Costs with respect to such Purchaser Group with respect to the portion of the
current Series 2005-1 Interest Period ending on such Determination Date (or, in the case of the
Series 2005-1 Interest Period immediately preceding the Series 2005-1 Note Termination Date, an
estimate of the Monthly Funding Costs with respect to such Purchaser Group for such Series 2005-1
Interest Period). For the purposes of determining Series 2005-1 Monthly Interest for each Series
2005-1 Interest Period (other than the Series 2005-1 Interest Period immediately preceding the
Series 2005-1 Note Termination Date), the Administrator may make a reasonable estimation of the
portion of the Monthly Funding Costs with respect to each Purchaser Group to accrue during the
portion of such Series 2005-1 Interest Period succeeding such Determination Date, based on its
reasonable expectations of the Purchaser Group Invested Amount with respect to such Purchaser Group
during such period, the Discount on the Commercial Paper issued by, or for the benefit of, such
Purchaser Group to fund such Purchaser Group Invested Amount during










 





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such period or the Adjusted
LIBO Rates or the Alternate Base Rate applicable to such Purchaser Group Invested Amount during
such period. If the actual amount of the portion of the Monthly Funding Costs with respect to any
Purchaser Group accruing during the portion of any Series 2005-1 Interest Period succeeding the
Determination Date in such Series 2005-1 Interest Period is less than or greater than the amount
thereof estimated by the Administrator on such Determination Date, the Administrator will reduce or
increase the Monthly Funding Costs with respect to such Purchaser Group with respect to the next
succeeding Series 2005-1 Interest Period accordingly. The Administrator shall determine Series
2005-1 Monthly Interest for the Series 2005-1 Interest Period immediately preceding the Series
2005-1 Note Termination Date on the Determination Date immediately preceding the last day of such
Series 2005-1 Interest Period based on the information provided by the Funding Agents. If a Funding
Agent with respect to any Purchaser Group determines that the actual Monthly Funding Costs with
respect to such Purchaser Group for the Series 2005-1 Interest Period immediately preceding the
Series 2005-1 Note Termination Date will be more or less than the estimate thereof provided to the
Administrator and informs the Administrator of such variance prior to the Payment Date for such
Series 2005-1 Interest Period, the Administrator will amend the Monthly Settlement Statement
relating thereto to reflect that variance and provide the Indenture Trustee, the Administrative
Agent and each Funding Agent with an amended Monthly Settlement Statement on or prior to such
Payment Date.


(m)      On each Determination Date, the Administrator shall determine the excess, if any (the
“Interest Shortfall”), of (i) the sum of (x) the Series 2005-1 Monthly Interest for the
Series 2005-1 Interest Period ending on the next succeeding Payment Date and (y) the amount of any
unpaid Interest Shortfall, as of the preceding Payment Date (together with any Additional Interest
on such Interest Shortfall) over (ii) the amount which will be available to be distributed
to the Series 2005-1 Investor Noteholders on such Payment Date in respect thereof
pursuant to this Indenture Supplement. If the Interest Shortfall with respect to any Payment
Date is greater than zero, an additional amount (“Additional Interest”) equal to the
product of (A) the number of days until such Interest Shortfall shall be repaid divided by
365 (or 366, as the case may be), (B) the Alternate Base Rate plus 2.0% and (C) such Interest
Shortfall (or the portion thereof which has not been paid to the Series 2005-1 Investor
Noteholders) shall be payable as provided herein on each Payment Date following such Payment Date,
to but excluding the Payment Date on which such Interest Shortfall is paid to the Series 2005-1
Investor Noteholders.


Section 5A.4. Monthly Application of Collections.


(n)      On each Settlement Date, the Administrator shall direct the Indenture Trustee in writing
to withdraw from the Series 2005-1 General Collection Subaccount and allocate to the Series 2005-1
Settlement Collection Subaccount an amount equal to Total Cash Available for such Settlement Date
(less an amount equal to the investment income from the Series 2005-1 General Collection Subaccount
and the Series 2005-1 Principal Collection Subaccount transferred to the Series 2005-1 Settlement
Collection Subaccount pursuant to Section 5A.1(b)).


(o)      If the Administrator determines that the aggregate amount distributable from the Series
2005-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (xi) of
Section 5A.4(c) on any Payment Date exceeds the sum of the Total Cash Available for such










 





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Payment Date and the amount to be deposited in the Series 2005-1 Settlement Collection Subaccount
pursuant to Section 5A.2(e)(i) on such Payment Date (the “Deficiency”), the
Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 A.M., New
York City time, on the Business Day immediately preceding such Payment Date, and the Indenture
Trustee shall, by 11:00 A.M., New York City time, on such Payment Date, withdraw from the Series
2005-1 Reserve Account and deposit in the Series 2005-1 Settlement Collection Subaccount an amount
equal to the least of (x) such Deficiency, (y) the product of the average daily Series 2005-1
Invested Percentage during the immediately preceding Monthly Period and Aggregate Net Lease Losses
for such Monthly Period and (z) the Series 2005-1 Reserve Account Amount and, to the extent that
such amount is less than the Deficiency, withdraw from the Series 2005-1 Yield Supplement Account
and deposit in the Series 2005-1 Settlement Collection Subaccount an amount equal to the lesser of
the amount of such insufficiency and the Series 2005-1 Yield Supplement Account Amount. If the
Deficiency with respect to any Payment Date exceeds the amounts to be withdrawn from the Series
2005-1 Reserve Account and the Series 2005-1 Yield Supplement Account pursuant to the immediately
preceding sentence, the Administrator shall instruct the Indenture Trustee in writing at or before
10:00 A.M., New York City time, on the Business Day immediately preceding such Payment Date, and
the Indenture Trustee shall, by 11:00 A.M., New York City time, on such Payment Date, withdraw from
the Series 2005-1 Reserve Account and deposit in the Series 2005-1 Settlement Collection Subaccount
an amount equal to the lesser of (x) the remaining portion of the Deficiency and (y) the Series
2005-1 Reserve Account Amount (after giving effect to the withdrawal described in the immediately
preceding sentence).


(p)      On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2005-1 Investor Notes, the Indenture Trustee shall apply the
following amounts allocated to, or deposited in, the Series 2005-1 Settlement Collection Subaccount
on such Payment Date in the following order of priority:


(i)      to SPV, an amount equal to the Series 2005-1 Excess Fleet Receivable
Amount, if any, for such Payment Date;


(ii)      to the Gain On Sale Account, an amount equal to the Series 2005-1 Monthly
Residual Value Gain, if any, for such Payment Date;


(iii)      to the Servicer, an amount equal to the Series 2005-1 Monthly Servicer
Advance Reimbursement Amount for such Payment Date;


(iv)      if VMS is not the Servicer, to the Servicer, an amount equal to the Series
2005-1 Basic Servicing Fee for the Series 2005-1 Interest Period ending on such
Payment Date plus, on the first Payment Date following the transfer of the servicing
from VMS to a successor Servicer pursuant to Section 9.1 of the Series
1999-1 SUBI Servicing Supplement, to the extent not reimbursed by VMS, the
reasonable costs and expenses of the successor Servicer incurred in connection with
the transfer of the servicing, in an amount up to $250,000;


(v)      to the Series 2005-1 Distribution Account, an amount equal to the Series
2005-1 Monthly Interest payable on such Payment Date plus the amount of










 





44


any unpaid
Interest Shortfall, as of the preceding Payment Date, together with any Additional
Interest on such Interest Shortfall (such amount, the “Monthly Interest
Payment”);


(vi)      to the Series 2005-1 Distribution Account, an amount equal to the
Commitment Fee for the Series 2005-1 Interest Period ending on such Payment Date
plus the amount of any unpaid Commitment Fee for any prior Series 2005-1 Interest
Period (such amount, the “Commitment Fee Payment”);


(vii)      if VMS is the Servicer, to the Servicer, an amount equal to the Series
2005-1 Basic Servicing Fee for the Series 2005-1 Interest Period ending on such
Payment Date;


(viii)      to the Administrator, an amount equal to the Series 2005-1 Administrator
Fee for the Series 2005-1 Interest Period ending on such Payment Date;


(ix)      to the Series 2005-1 Distribution Account, an amount equal to the lesser
of (A) Increased Costs for such Payment Date and (B) the Additional Costs Cap for
such Payment Date;


(x)      other than during a Lockout Period, to the Series 2005-1 Preferred Member
Distribution Account, an amount equal to the Dividend Amount, if any, for such
Payment Date;


(xi)      (A) on any Payment Date during the Series 2005-1 Revolving Period, other
than during any Paydown Period, to the Series 2005-1 Principal Collection
Subaccount, an amount equal to the Series 2005-1 Allocated Asset Amount Deficiency,
if any, on such Payment Date, (B) on any Payment Date during the Series 2005-1
Revolving Period and a Paydown Period, to the Series 2005-1 Principal Collection
Subaccount, an amount equal to the lesser of the Series 2005-1 Principal Payment
Amount for such Payment Date and the aggregate Purchaser Group Invested Amounts with
respect to the Non-Extending Purchaser Groups on such Payment Date, (C) on any
Payment Date during the period from and including the first day of the Series 2005-1
Amortization Period to and including the Series 2005-1 Note Termination Date, to the
Series 2005-1 Principal Collection Subaccount, an amount equal to the lesser of the
Series 2005-1 Principal Payment Amount for such Payment Date and the Series 2005-1
Invested Amount on such Payment Date and (D) if any Series 2005-1 Preferred
Membership Interests are issued and outstanding on any Payment Date on and after the
Series 2005-1 Note Termination Date, to the Series 2005-1 Preferred Member
Distribution Account, an amount equal to the Series 2005-1 Principal Payment Amount
for such Payment Date (or, on the Series 2005-1 Note










 





45


Termination Date, the portion
thereof not deposited into the Series 2005-1 Principal Collection Subaccount);
provided, however that on or after the Series 2005-1 Note Termination Date during a
Lockout Period, the Series 2005-1 Principal Payment Amount for such Payment Date
(or, on the Series 2005-1 Note Termination Date, the portion thereof not deposited
into the Series 2005-1 Principal Collection Subaccount) shall be applied by the
Indenture Trustee in accordance with Section 5.4(d) of the Base Indenture;


(xii)      to the Series 2005-1 Reserve Account, to the extent that a Series 2005-1
Liquid Credit Enhancement Deficiency exists or, on any Payment Date immediately
succeeding a Monthly Period falling in the Series 2005-1 Amortization Period, to the
extent that a Series 2005-1 Allocated Asset Amount Deficiency exists, an amount
equal to the greater of such deficiencies;


(xiii)      to the Series 2005-1 Yield Supplement Account, to the extent that a
Series 2005-1 Yield Supplement Deficiency exists (or, will exist after giving effect
to any reduction in the 1999-1B Invested Amount on such Payment Date), an amount
equal to such deficiency;


(xiv)      if VMS is not the Servicer, to the Servicer, an amount equal to any
Series 2005-1 Supplemental Servicing Fee for the Series 2005-1 Interest Period
ending on such Payment Date;


(xv)      to the Series 2005-1 Distribution Account, an amount equal to the excess,
if any, of (A) Increased Costs for such Payment Date over (B) the Additional Costs
Cap for such Payment Date; and


(xvi)      (A) if any Series 2005-1 Preferred Membership Interests are issued and
outstanding, to the Series 2005-1 Preferred Member Distribution Account, or (B) if
no Series 2005-1 Preferred Membership Interests are issued and outstanding, to the
Issuer General Account, an amount equal to the balance remaining in the Series
2005-1 Settlement Collection Subaccount.


Section 5A.5 Payment of Monthly Interest Payment, Fees and Expenses.


(q)      On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to the Series 2005-1 Investor Notes, the Indenture Trustee shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent, for the
account of the Series 2005-1 Investor Noteholders, from the Series 2005-1 Distribution Account the
Monthly Interest Payment to the extent of the amount deposited in the Series 2005-1 Distribution
Account for the payment of interest pursuant to Section 5A.4(c)(v). Upon the receipt of
funds from the Indenture Trustee on each Payment Date on account of the Monthly Interest Payment,
the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an
amount equal to the Monthly Funding Costs with respect to such Purchaser Group with respect to the
immediately succeeding Series 2005-1 Interest Period plus the amount of any unpaid Interest
Shortfall payable to such Purchaser Group as of the preceding Payment Date, together with any
Additional Interest thereon. If the amount deposited in the Series 2005-1 Distribution Account on
any Payment Date pursuant to Section 5A.4(c)(v) is less than the Monthly Interest Payment
on such Payment Date, the Administrative Agent shall pay the amount available to the Funding
Agents, on behalf of the Purchaser Groups, on a pro rata










 





46


basis, based on the Monthly Funding Costs
with respect to each Purchaser Group with respect to the immediately succeeding Series 2005-1
Interest Period.


(r)      On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2005-1 Investor Notes, the Indenture Trustee shall pay to the
Administrative Agent, for the account of the Series 2005-1 Investor Noteholders, from the Series
2005-1 Distribution Account the Commitment Fee Payment for such Payment Date to the extent of the
amount deposited in the Series 2005-1 Distribution Account for the payment of such Commitment Fee
Payment pursuant to Section 5A.4(c)(vi). Upon the receipt of funds from the Indenture
Trustee on each Payment Date on account of the Commitment Fee Payment, the Administrative Agent
shall pay to each Funding Agent with respect to a Purchaser Group an amount equal to the Commitment
Fee payable to such Purchaser Group with respect to the immediately succeeding Series 2005-1
Interest Period plus the amount of any unpaid Commitment Fee for any prior Series 2005-1 Interest
Period payable to such Purchaser Group. If the amount deposited in the Series 2005-1 Distribution
Account on any Payment Date pursuant to Section 5A.4(c)(vi) is less than the Commitment Fee
Payment on such Payment Date, the Administrative Agent shall pay the amount available to the
Funding Agents, on behalf of the Purchaser Groups, on a pro rata basis, based on the Commitment Fee payable to
each Purchaser Group with respect to the immediately succeeding Series 2005-1 Interest Period.


(s)      On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2005-1 Investor Notes, the Indenture Trustee shall pay to the
Administrative Agent, for the account of the Series 2005-1 Investor Noteholders, from the Series
2005-1 Distribution Account any Article 7 Costs due and payable on such Payment Date to any CP
Conduit Purchaser or any APA Bank to the extent of the amounts deposited in the Series 2005-1
Distribution Account for the payment of such Article 7 Costs pursuant to Sections
5A.4(c)(ix) and (xv). Upon the receipt of funds from the Indenture Trustee on any
Payment Date on account of Article 7 Costs, the Administrative Agent shall pay such amounts to the
Funding Agent with respect to the CP Conduit Purchaser or the APA Bank owed such amounts. If the
amounts deposited in the Series 2005-1 Distribution Account on any Payment Date pursuant to
Section 5A.4(c)(ix) and (xv) are less than the Article 7 Costs due and payable on
such Payment Date, the Administrative Agent shall pay the amounts available to the Funding Agents
with respect to the CP Conduit Purchasers and APA Banks owed such amounts, on a pro rata basis,
based on the amounts owing to such CP Conduit Purchasers and APA Banks.


(t)      On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2005-1 Investor Notes, the Indenture Trustee shall pay to the
Persons owed any other unpaid Program Costs due and payable on such Payment Date or any amounts due
and payable pursuant to Section 2.8 on such Payment Date from the Series 2005-1
Distribution Account to the extent of the amount deposited in the Series 2005-1 Distribution
Account for the payment of such Program Costs pursuant to Sections 5A.4(c)(ix) and
(xv). If the excess of the amounts deposited in the Series 2005-1 Distribution Account on
any Payment Date pursuant to Section 5A.4(c)(ix) and (xv) over the amount of
Article 7 Costs due and payable on such Payment Date is less than the sum of the unpaid Program
Costs due and payable on such Payment Date and the amounts due and payable pursuant to Section
2.8 on such Payment Date, the Indenture Trustee shall pay the amount










 





47


available to Persons owed
such amounts on a pro rata basis, based on the amounts owing to such Persons.


Section 5A.6. Determination of Monthly Principal Payment.


The amount (the “Monthly Principal Payment”) distributable from the Series 2005-1
Principal Collection Subaccount on each Payment Date during the Series 2005-1 Amortization Period
shall be equal to the amount on deposit in such account on such Payment Date; provided,
however, that the Monthly Principal Payment on any Payment Date shall not exceed the Series
2005-1 Invested Amount on such Payment Date. Further, on any other Business Day during the Series
2005-1 Amortization Period prior to the occurrence of an Amortization Event, funds may be
distributed from the Series 2005-1 Distribution Account to the Series 2005-1 Investor Noteholders
in accordance with Section 5A.7(c). On each Payment Date during the Series 2005-1
Amortization Period, based solely on the information contained in the Monthly Settlement Statement
with respect to the Series 2005-1 Investor Notes, the Indenture Trustee shall withdraw from the
Series 2005-1 Principal Collection Subaccount and deposit in
the Series 2005-1 Distribution Account an amount equal to the Monthly Principal Payment on
such Payment Date.


Section 5A.7 Payment of Principal.


(u)      The principal amount of the Series 2005-1 Investor Notes shall be due and payable on the
Final Maturity Date.


(v)      On each Payment Date during the Series 2005-1 Amortization Period, based solely on the
information contained in the Monthly Settlement Statement with respect to Series 2005-1 Investor
Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture,
pay to the Administrative Agent, for the account of the Series 2005-1 Investor Noteholders, from
the Series 2005-1 Distribution Account the Monthly Principal Payment. Upon the receipt of funds
from the Indenture Trustee on any Payment Date on account of the Monthly Principal Payment, the
Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group, such
Purchaser Group’s Pro Rata Share of the Monthly Principal Payment.


(w)      On the date of any Decrease, the Indenture Trustee shall pay to the Administrative Agent,
for the account of the Series 2005-1 Investor Noteholders, from the Series 2005-1 Distribution
Account the amount of the Decrease indicated in the request received by the Indenture Trustee
pursuant to Section 2.5(a). Upon the receipt of funds from the Indenture Trustee (i) on the
date of any Decrease during the Series 2005-1 Revolving Period, other than during any Paydown
Period, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group,
such Purchaser Group’s Pro Rata Share of the amount of such Decrease (including, any amount thereof
in excess of the amount required on such date to reduce the aggregate Purchaser Group Invested
Amounts of all Non-Extending Purchaser Groups to zero pursuant to clause (ii) of this Section
5A.7(c)), (ii) on the date of any Decrease during the Series 2005-1 Revolving Period and a
Paydown Period, the Administrative Agent shall pay to each Funding Agent with respect to a
Non-Extending Purchaser Group, a pro rata amount of such Decrease, based on the Purchaser Group
Invested Amounts with respect to such Non-










 





48


Extending Purchaser Groups and (iii) on the date of any
Decrease during the Series 2005-1 Amortization Period, the Administrative Agent shall pay to each
Funding Agent with respect to a Purchaser Group, such Purchaser Group’s Pro Rata Share of the
amount of such Decrease. Each Purchaser Group’s share of the amount of any Decrease on any
Business Day shall be allocated by such Purchaser Group first to reduce the Available CP Funding
Amount with respect to such Purchaser Group and the Available APA Bank Funding Amount with respect
to such Purchaser Group on such Business Day and then to reduce the portion of the Purchaser Group
Invested Amount with respect to such Purchaser Group allocated to CP Tranches and Eurodollar
Tranches in such order as such Purchaser Group may select in order to minimize costs payable
pursuant to Section 7.4.


Section 5A.8 The Administrator’s Failure to Instruct the Indenture Trustee to
Make a Deposit or Payment.


When any payment or deposit hereunder or under any other Transaction Document is required to
be made by the Indenture Trustee at or prior to a specified time, the Administrator shall deliver
any applicable written instructions with respect thereto reasonably in advance of such specified
time. If the Administrator fails to give notice or instructions to make any payment from or
deposit into the Collection Account or any subaccount thereof required to be given by the
Administrator, at the time specified herein or in any other Transaction Document (after giving
effect to applicable grace periods), the Indenture Trustee shall make such payment or deposit into
or from the Collection Account or such subaccount without such notice or instruction from the
Administrator; provided that the Administrator, upon request of the Indenture Trustee,
promptly provides the Indenture Trustee with all information necessary to allow the Indenture
Trustee to make such a payment or deposit. In the event that the Indenture Trustee shall take or
refrain from taking action pursuant to this Section 5A.8., the Administrator shall,
by 5:00 P.M., New York City time, on any day the Indenture Trustee makes a payment or deposit based
on information or direction from the Administrator, provide (i) written confirmation of any such
direction and (ii) written confirmation of all information used by the Administrator in giving any
such direction.


Section 5A.9 Series 2005-1 Reserve Account.


(x)      The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2005-1 Investor Noteholders an account (the “Series 2005-1
Reserve Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2005-1 Investor Noteholders. The Series 2005-1 Reserve
Account shall be an Eligible Deposit Account; provided that, if at any time such account is
not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining
knowledge of such ineligibility, establish a new Series 2005-1 Reserve Account that is an Eligible
Deposit Account. If the Indenture Trustee establishes a new Series 2005-1 Reserve Account, it
shall transfer all cash and investments from the non-qualifying Series 2005-1 Reserve Account into
the new Series 2005-1 Reserve Account. Initially, the Series 2005-1 Reserve Account will be
established with JPMorgan Chase.


(y)      So long as no Amortization Event has occurred, the Issuer may instruct the institution
maintaining the Series 2005-1 Reserve Account in writing to invest funds on deposit










 





49


in the Series
2005-1 Reserve Account from time to time in Permitted Investments selected by the Issuer (by
standing instructions or otherwise); provided, however, that any such investment
shall mature not later than the Business Day prior to the Payment Date following the date on which
such funds were received. After the occurrence of an Amortization Event, the Administrative Agent
shall instruct the institution maintaining the Series 2005-1 Reserve Account in writing to invest
funds on deposit in the Series 2005-1 Reserve Account from time to time in Permitted Investments
selected by the Administrative Agent (by standing instructions or otherwise); provided,
however, that any such investment shall mature not later than the Business Day prior to the
Payment Date following the date on which such funds were received. All such Permitted Investments
will be credited to the Series 2005-1 Reserve Account and any such Permitted Investments that
constitute (i) Physical Property (and that is not either a United States Security Entitlement or a
Security Entitlement) shall be delivered to the Indenture Trustee in accordance
with paragraph (a) of the definition of “Delivery” and shall be held by the Indenture Trustee
pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements
shall be Controlled by the Indenture Trustee pending maturity or disposition; and (iii)
Uncertificated Securities (and not United States Security Entitlements) shall be delivered to the
Indenture Trustee in accordance with paragraph (b) of the definition of “Delivery” and shall be
maintained by the Indenture Trustee pending maturity or disposition. The Indenture Trustee shall,
at the direction and expense of the Administrator, take such action as is required to maintain the
Indenture Trustee’s security interest in the Permitted Investments credited to the Series 2005-1
Reserve Account. In absence of written direction as provided hereunder, funds on deposit in the
Series 2005-1 Reserve Account shall remain uninvested.


(z)      All interest and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2005-1 Reserve Account shall be deemed to be on deposit and available for
distribution.


(aa)      If there is a Series 2005-1 Reserve Account Surplus on any Settlement Date, the
Administrator may notify the Indenture Trustee thereof in writing and instruct the Indenture
Trustee to withdraw from the Series 2005-1 Reserve Account and deposit in the Series 2005-1
Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series
2005-1 Reserve Account and deposit in the Series 2005-1 Preferred Member Distribution Account, so
long as no Series 2005-1 Allocated Asset Amount Deficiency exists or would result therefrom, an
amount up to the lesser of (i) such Series 2005-1 Reserve Account Surplus on such Business Day and
(ii) the Series 2005-1 Reserve Account Amount on such Business Day.


(bb)      Amounts will be withdrawn from the Series 2005-1 Reserve Account in accordance with
Section 5A.4(b).


(cc)      In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2005-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2005-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2005-1 Reserve Account,
including any security entitlement thereto; (ii) all funds on deposit therein from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any or all of the










 





50


Series 2005-1 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made
at any time and from time to time with monies in the Series 2005-1 Reserve Account, whether
constituting securities, instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-1
Reserve Account, the funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash.
The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time
to time in the Series 2005-1 Reserve Account and in all proceeds thereof and shall be the only
person authorized to originate entitlement orders in respect of the Series 2005-1 Reserve Account.
The Indenture Trustee and the Series 2005-1 Investor
Noteholders shall have no interest in any amounts withdrawn from the Series 2005-1 Reserve
Account and deposited in the Series 2005-1 Preferred Member Distribution Account.


(dd)      If there are no Series 2005-1 Preferred Membership Interests issued and outstanding on
the Series 2005-1 Note Termination Date, on the Series 2005-1 Note Termination Date, the Indenture
Trustee, acting in accordance with the written instructions of the Administrator shall withdraw
from the Series 2005-1 Reserve Account all amounts on deposit therein for deposit in the Issuer
General Account. If there are Series 2005-1 Preferred Membership Interests issued and outstanding
on the Series 2005-1 Note Termination Date, on the first Payment Date after the Series 2005-1 Note
Termination Date on which the sum of (a) the Series 2005-1 Reserve Account Amount, (b) the Series
2005-1 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series
2005-1 Preferred Member Distribution Account in accordance with Section 5A.4(c)(xi) is at
least equal to the aggregate stated liquidation preference of the Series 2005-1 Preferred
Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in
accordance with the written instructions of the Administrator shall withdraw from the Series 2005-1
Reserve Account all amounts on deposit therein for deposit in the Series 2005-1 Preferred Member
Distribution Account.


Section 5A.10 Series 2005-1 Yield Supplement Account.


(ee)      The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2005-1 Investor Noteholders an account (the “Series 2005-1 Yield
Supplement Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2005-1 Investor Noteholders. The Series 2005-1 Yield
Supplement Account shall be an Eligible Deposit Account; provided that, if such account is
not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining
knowledge of such ineligibility, establish a new Series 2005-1 Yield Supplement Account that is an
Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2005-1 Yield
Supplement Account, it shall transfer all cash and investments from the non-qualifying Series
2005-1 Yield Supplement Account into the new Series 2005-1 Yield Supplement Account. Initially, the
Series 2005-1 Yield Supplement Account will be established with JPMorgan Chase.


(ff)      So long as no Amortization Event has occurred, the Issuer may instruct the institution
maintaining the Series 2005-1 Yield Supplement Account in writing to invest funds on deposit in the
Series 2005-1 Yield Supplement Account from time to time in Permitted










 





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Investments selected by the
Issuer (by standing instructions or otherwise); provided, however, that any such
investment shall mature not later than the Business Day prior to the Payment Date following the
date on which such funds were received. After the occurrence of an Amortization Event, the
Administrative Agent shall instruct the institution maintaining the Series 2005-1 Yield Supplement
Account in writing to invest funds on deposit in the Series 2005-1 Yield Supplement Account from
time to time in Permitted Investments selected by the Administrative Agent (by standing
instructions or otherwise); provided, however, that any such investment shall
mature not later than the Business Day prior to the Payment Date following the date on which such
funds were received. All such Permitted Investments will be credited to the Series 2005-1 Yield
Supplement Account and any such Permitted Investments that constitute (i) Physical Property
(and that is not either a United States Security Entitlement or a Security Entitlement) shall be
delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery”
and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States
Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending
maturity or disposition; and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Indenture Trustee in accordance with paragraph (b) of the
definition of “Delivery” and shall be maintained by the Indenture Trustee pending maturity or
disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take
such action as is required to maintain the Indenture Trustee’s security interest in the Permitted
Investments credited to the Series 2005-1 Yield Supplement Account. In absence of written
direction as provided hereunder, funds on deposit in the Series 2005-1 Yield Supplement Account
shall remain uninvested.


(gg)      All interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-1 Yield Supplement Account shall be deemed to be on deposit and
available for distribution.


(hh)      If there is a Series 2005-1 Yield Supplement Account Surplus on any Settlement Date, the
Administrator may notify the Indenture Trustee thereof in writing and request the Indenture Trustee
to withdraw from the Series 2005-1 Yield Supplement Account and deposit in the Series 2005-1
Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series
2005-1 Yield Supplement Account and deposit in the Series 2005-1 Preferred Member Distribution
Account an amount up to the lesser of (i) such Series 2005-1 Yield Supplement Account Surplus on
such Business Day and (ii) the Series 2005-1 Yield Supplement Account Amount on such Business Day.


(ii)      Amounts will be withdrawn from the Series 2005-1 Yield Supplement Account in accordance
with Section 5A.4(b).


(jj)      In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2005-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2005-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2005-1 Yield Supplement
Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2005-1 Yield Supplement Account or the funds on deposit therein from time to










 





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time; (iv) all
investments made at any time and from time to time with monies in the Series 2005-1 Yield
Supplement Account, whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in
exchange for the Series 2005-1 Yield Supplement Account, the funds on deposit therein from time to
time or the investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the
Series 2005-1 Yield Supplement Account and in all proceeds thereof and shall be the only
person authorized to originate entitlement orders in respect of the Series 2005-1 Yield Supplement
Account. The Indenture Trustee and the Series 2005-1 Investor Noteholders shall have no interest
in any amounts withdrawn from the Series 2005-1 Yield Supplement Account and deposited in the
Series 2005-1 Preferred Member Distribution Account.


(kk)      If there are no Series 2005-1 Preferred Membership Interests issued and outstanding on
the Series 2005-1 Note Termination Date, on the Series 2005-1 Note Termination Date, the Indenture
Trustee, acting in accordance with the written instructions of the Administrator shall withdraw
from the Series 2005-1 Yield Supplement Account all amounts on deposit therein for deposit in the
Issuer General Account. If there are Series 2005-1 Preferred Membership Interests issued and
outstanding on the Series 2005-1 Note Termination Date, on the first Payment Date after the Series
2005-1 Note Termination Date on which the sum of (a) the Series 2005-1 Reserve Account Amount, (b)
the Series 2005-1 Yield Supplement Account Amount and (c) the amount available to be deposited in
the Series 2005-1 Preferred Member Distribution Account in accordance with Section
5A.4(c)(xi) is at least equal to the aggregate stated liquidation preference of the Series
2005-1 Preferred Membership Interests and on each Payment Date thereafter, the Indenture Trustee,
acting in accordance with the written instructions of the Administrator shall withdraw from the
Series 2005-1 Yield Supplement Account all amounts on deposit therein for deposit in the Series
2005-1 Preferred Member Distribution Account.


Section 5A.11 Series 2005-1 Distribution Account


(ll)      The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2005-1 Investor Noteholders an account (the “Series 2005-1
Distribution Account”), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2005-1 Investor Noteholders. The Series 2005-1
Distribution Account shall be maintained as an Eligible Deposit Account; provided that, if
such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days
of obtaining knowledge of such ineligibility, establish a new Series 2005-1 Distribution Account
that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2005-1
Distribution Account, it shall transfer all cash and investments from the non-qualifying Series
2005-1 Distribution Account into the new Series 2005-1 Distribution Account. Initially, the Series
2005-1 Distribution Account will be established with JPMorgan Chase.


(mm)      In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2005-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the










 





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benefit of
the Series 2005-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2005-1 Distribution
Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2005-1 Distribution Account or the funds on deposit therein from time to time; (iv) all
interest, dividends, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2005-1 Distribution
Account, the funds on deposit therein from time to time; and (v) all proceeds of any and all
of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the Series 2005-1
Distribution Account and in all proceeds thereof and shall be the only person authorized to
originate entitlement orders in respect of the Series 2005-1 Distribution Account.


Section 5A.12 Lease Rate Caps.


(nn)      The Issuer shall have obtained on the Series 2005-1 Closing Date and shall thereafter
maintain one or more interest rate caps, each from a Series 2005-1 Eligible Counterparty, having,
in the aggregate, a notional amount on the Series 2005-1 Closing Date at least equal to the
aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the
Series 2005-1 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End
Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each Payment
Date thereafter at least equal to the aggregate scheduled Lease Balance of all such Fixed Rate
Leases as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in
the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual
Values of the related Leased Vehicles, and an effective strike rate based on the eurodollar rate
set forth therein in effect on the dates set forth therein at the most equal to the weighted
average fixed rate of interest on such Fixed Rate Leases minus 0.84% per annum.


(oo)      On or prior to the date that any Fixed Rate Lease is allocated to the Lease SUBI
Portfolio on or after the Series 2005-1 Closing Date, the Issuer shall have obtained and shall
thereafter maintain an interest rate cap from a Series 2005-1 Eligible Counterparty having a
notional amount equal to the initial Lease Balance of such Fixed Rate Lease, plus, in the case of a
Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date
thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last
day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a
Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike
rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the
most equal to the fixed rate of interest on such Fixed Rate Lease minus 0.84% per annum.


(pp)      The Issuer may obtain an interest rate cap from a Series 2005-1 Eligible Counterparty in
respect of any Fixed Rate Lease allocated to the Lease SUBI Portfolio that was not a Fixed Rate
Lease when initially allocated to the Lease SUBI Portfolio or on the Series 2005-1 Closing Date
having a notional amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of
the Monthly Period immediately preceding the date as of which such Lease became a Fixed Rate Lease,
plus, in the case of a Closed-End Lease, the Stated Residual










 





54


Value of the related Leased Vehicle
and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed
Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus,
in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an
effective strike rate based on the eurodollar rate set forth therein in effect on the dates set
forth therein at the most equal to the fixed rate of
interest on such Fixed Rate Lease minus 0.84% per annum. If the Issuer obtains an interest
rate cap in respect of any Fixed Rate Lease satisfying the requirements of this Section
5A.12(c), it shall maintain such interest rate cap.


(qq)      On the Series 2005-1 Closing Date, the Issuer shall obtain and thereafter maintain one or
more Series 2005-1 Lease Rate Caps having, in the aggregate, a notional amount on each Payment Date
equal to the lesser of (x) the average daily Series 2005-1 Invested Percentage during the Monthly
Period immediately preceding such Payment Date of the aggregate Lease Balance of all Fixed Rate
Leases allocated to the Lease SUBI Portfolio as of the last day of the immediately preceding
Monthly Period that were not Fixed Rate Leases when initially allocated to the Lease SUBI Portfolio
or on the Series 2005-1 Closing Date, plus, in the case of all such Fixed Rate Leases that are
Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and (y) the
sum of the Series 2005-1 Maximum Invested Amount and the aggregate stated liquidation preference of
the Series 2005-1 Preferred Membership Interests, if any, on such Payment Date and an effective
strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein
at the most equal to the weighted average fixed rate of interest on such Fixed Rate Leases minus
0.84% per annum.


(rr)      If the short-term credit rating of any provider of an interest rate cap required to be
obtained and maintained by the Issuer pursuant to this Section 5A.12 falls below “A-1” by
Standard & Poor’s or “P-1” by Moody’s or the long-term unsecured credit rating of any such provider
falls below “A+” by Standard & Poor’s or “Aa3” by Moody’s, the Issuer shall obtain an equivalent
interest rate cap from a Series 2005-1 Eligible Counterparty within 30 days of such decline in
credit rating unless such provider provides some form of collateral for its obligations under its
interest rate cap that is reasonably acceptable to the Administrative Agent. The Issuer will not
permit any interest rate cap required to be obtained and maintained by the Issuer pursuant to this
Section 5A.12 to be terminated or transferred in whole or in part unless a replacement
interest rate cap therefor has been provided as described in the immediately preceding sentence
and, after giving effect thereto, the Issuer has the interest rate caps required to be obtained and
maintained by the Issuer pursuant to this Section 5A.12.


(ss)      In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2005-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2005-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
Series 2005-1 Lease Rate Caps (whether now or hereafter existing or acquired) and any and all
payments thereunder and any and all proceeds thereof (including as a result of the termination
thereof).










 





55


ARTICLE 4


AMORTIZATION EVENTS


If any one of the following events shall occur with respect to the Series 2005-1 Investor
Notes:


(a)      the Series 2005-1 Reserve Account shall have become subject to an injunction, estoppel or
other stay or a Lien (other than a Permitted Lien);


(b)      the Series 2005-1 Yield Supplement Account shall have become subject to an injunction,
estoppel or other stay or a Lien (other than a Permitted Lien);


(c)      a Series 2005-1 Liquid Credit Enhancement Deficiency shall occur and continue for at least
two Business Days;


(d)      a Series 2005-1 Allocated Asset Amount Deficiency shall occur and continue for at least
two Business Days;


(e)      a Series 2005-1 Yield Supplement Deficiency shall occur and continue for at least two
Business Days;


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


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


(h)      the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds
7.0%;


(i)      the failure on the part of the Issuer to declare and pay dividends on the Series 2005-1
Junior Preferred Membership Interests or the Series 2005-1 Senior Preferred Membership Interests on
any Payment Date in accordance with their respective terms;


(j)      any Servicer Termination Event shall occur;


(k)      any Termination Event shall occur;


(l)      an Event of Default with respect to the Series 2005-1 Investor Notes shall occur;


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


(n)      the failure on the part of the Issuer to pay any Commitment Fee due and payable on any
Payment Date which failure continues unremedied for two Business Days;










 





56


(o)      failure on the part of the Issuer (i) to make any payment or deposit required by the terms
of the Indenture (or within the applicable grace period which shall not exceed two Business Days
after the date such payment or deposit is required to be made) or (ii) duly to observe or perform
in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture
or this Indenture Supplement, which failure continues unremedied for a period of 30 days after
there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture
Trustee by any Series 2005-1 Investor Noteholder, written notice specifying such default and
requiring it to be remedied;


(p)      any representation or warranty made by the Issuer in the Base Indenture or this Indenture
Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee
shall prove to have been incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 30 days after there shall have
been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by any
Series 2005-1 Investor Noteholder, written notice thereof;


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


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


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


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


then, in the case of any event described in clause (o) through (t) above, an Amortization Event
will be deemed to have occurred with respect to the Series 2005-1 Investor Notes only, if after the
applicable grace period, either the Indenture Trustee or the Series 2005-1 Required Investor
Noteholders, declare that an Amortization Event has occurred with respect to the Series 2005-1
Investor Notes. In the case of any event described in clauses (a) through (n) above, an
Amortization Event with respect to the Series 2005-1 Investor Notes will be deemed to have
occurred without notice or other action on the part of the Indenture Trustee or the Series 2005-1
Investor Noteholders.










 





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ARTICLE 5


OPTIONAL PREPAYMENT


The Issuer shall have the option to prepay all outstanding Series 2005-1 Investor Notes by
paying an amount equal to the Series 2005-1 Prepayment Amount. The Issuer shall give the Indenture
Trustee and the Administrative Agent at least ten Business Days’ prior written notice of the date
on which the Issuer intends to exercise such option to prepay (the “Prepayment Date”).
Upon receipt of any notice of a Prepayment Date from the Issuer, the Administrative Agent shall
promptly notify the Funding Agent with respect to each Purchaser Group thereof. Not later than
11:00 A.M., New York City time, on such Prepayment Date, the Issuer shall deposit in the Series
2005-1 Distribution Account an amount equal to the Series 2005-1 Prepayment Amount in immediately
available funds. The funds deposited into the Series 2005-1 Distribution Account will be paid by
the Indenture Trustee to the Administrative Agent, for the account of the Series 2005-1 Investor
Noteholders, on such Prepayment Date. Upon the receipt of funds from the Indenture Trustee on any
Prepayment Date, the Administrative Agent shall pay to each Funding Agent with respect to a
Purchaser, the portion of the Series 2005-1 Prepayment Amount owing to such Purchaser.



ARTICLE 6




SERVICING AND ADMINISTRATOR FEES



SECTION 6.1. Servicing Fee. A periodic servicing fee (the “Series 2005-1 Basic Servicing
Fee”) shall be payable to the Servicer on each Payment Date for the preceding Monthly Period in
an amount equal to the product of (a) 0.215% per annum (the “Series Servicing Fee
Percentage”) times (b) the daily average of the Series 2005-1 Allocated Adjusted Aggregate Unit
Balance for such Monthly Period times (c) the number of days in such Monthly Period divided by 365
(or 366, as applicable) days; provided, however that if VMS is not the Servicer, the servicing fee
payable to the Servicer on each Payment Date hereunder may be increased such that the sum of the
Series 2005-1 Basic Servicing Fee and the additional servicing fee payable to the Servicer
hereunder (the “Series 2005-1 Supplemental Servicing Fee”) for each Monthly Period equals
110% of the costs to the successor Servicer of servicing the portion of the Lease SUBI Portfolio
allocated to Series 2005-1 during such Monthly Period. For this purpose, the portion of the Lease
SUBI Portfolio allocated to Series 2005-1 for each Monthly Period shall equal the average Series
2005-1 Invested Percentage during such Monthly Period. The Series 2005-1 Basic Servicing Fee and
any Series 2005-1 Supplemental Servicing Fee shall be payable to the Servicer on each Payment Date
pursuant to Section 5A.4(c).


SECTION 6.2. Administrator Fee. A periodic fee (the “Series 2005-1 Administrator Fee”)
shall be payable to the Administrator on each Payment Date for the preceding Monthly Period in an
amount equal to the product of (a) 0.01% per annum times (b) the daily average of the Series 2005-1
Allocated Adjusted Aggregate Unit Balance for such Monthly Period times (c) the number of days in
such Monthly Period divided by 365 (or 366, as










 





58


applicable) days. The Series 2005-1 Administrator
Fee shall be payable to the Administrator on each Payment Date pursuant to Section
5A.4(c)(viii).


ARTICLE 7


CHANGE IN CIRCUMSTANCES


SECTION 7.1. Illegality. Notwithstanding any other provision herein, if any Change in Law shall
make it unlawful for any Purchaser Group to make or maintain any portion of the Purchaser Group
Invested Amount with respect to such Purchaser Group allocated to a Eurodollar Tranche and such
Purchaser Group shall notify in writing the Administrative Agent, the Funding Agent with respect to
such Purchaser Group, the Indenture Trustee and the Issuer, then the portion of such Purchaser
Group Invested Amount allocated to Eurodollar Tranches shall thereafter be calculated by reference
to the Alternate Base Rate. If any such change in the method of calculating interest occurs on a
day which is not the last day of the Eurodollar Period with respect to any Eurodollar Tranche, the
Issuer shall pay to such Purchaser Group the amounts, if any, as may be required pursuant to
Section 7.4.


SECTION 7.2. Increased Costs.


(a)      If any Change in Law (except with respect to Taxes which shall be governed by Section
7.3) shall:


(i)      impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Affected Party (except any such reserve requirement reflected in
the Adjusted LIBO Rate); or


(ii)      impose on any Affected Party or the London interbank market any other
condition affecting the Transaction Documents or the funding of Eurodollar Tranches
by such Affected Party;


and the result of any of the foregoing shall be to increase the cost to such Affected Party of
making, converting into, continuing or maintaining Eurodollar Tranches (or maintaining its
obligation to do so) or to reduce any amount received or receivable by such Affected Party
hereunder or in connection herewith (whether principal, interest or otherwise), then the Issuer
will pay to such Affected Party such additional amount or amounts as will compensate such Affected
Party for such additional costs incurred or reduction suffered.


(b)      If any Affected Party determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Affected Party’s capital or the
capital of any corporation controlling such Affected Party as a consequence of its obligations
hereunder to a level below that which such Affected Party or such corporation could have achieved
but for such Change in Law (taking into consideration such Affected Party’s or such corporation’s
policies with respect to capital adequacy), then from time to time, the Issuer shall pay to such
Affected Party such additional amount or amounts as will compensate such Affected Party for any
such reduction suffered.










 





59


(c)      A certificate of an Affected Party setting forth the amount or amounts necessary to
compensate such Affected Party as specified in subsections (a) and (b) of this Section 7.2
shall be delivered to the Issuer (with a copy to the Administrative Agent and the Funding Agent
with respect to such Affected Party) and shall be conclusive absent manifest error. The agreements
in this Section shall survive the termination of this Indenture Supplement and the Base Indenture
and the payment of all amounts payable hereunder and thereunder.


(d)      Failure or delay on the part of an Affected Party to demand compensation pursuant to this
Section 7.2 shall not constitute a waiver of such Affected Party’s right to demand such
compensation; provided that the Issuer shall not be required to compensate any Affected
Party pursuant to this Section 7.2 for any increased costs or reductions incurred more than
270 days prior to the date that such Affected Party notifies the Issuer of the Change in Law giving
rise to such increased costs or reductions and of such Affected Party’s intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 270-day period referred to above shall
be extended to include the period of retroactive effect thereof.


SECTION 7.3. Taxes.


(a)      Any and all payments by or on account of any obligation of the Issuer hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Issuer shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) subject to Section 7.3(c) below, the sum payable shall
be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 7.3) the recipient receives an
amount equal to the sum that it would have received had no such deductions been made, (ii) the
Issuer shall make such deductions and (iii) the Issuer shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.


(b)      In addition, the Issuer shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.


(c)      The Issuer shall indemnify the Administrative Agent, each Funding Agent, each Program
Support Provider and each member of each Purchaser Group within the
later of 10 days after written demand therefor and the Payment Date next following such demand
for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group on or with
respect to any payment by or on account of any obligation of the Issuer hereunder or under any
other Transaction Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 7.3) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that no Person shall be indemnified pursuant to this Section
7.3(c) or required to pay additional amounts under the proviso of Section 7.3(a) to the
extent that the reason for such indemnification results from the failure by such Person to comply
with the provisions of Section 7.3(e) or (g). A certificate as to the amount of
such payment or liability delivered to the Issuer by the Administrative Agent, any Funding Agent,
any Program Support










 





60


Provider or any member of any Purchaser Group shall be conclusive absent
manifest error. Any payments made by the Issuer pursuant to this Section 7.3 shall be made
solely from funds available therefor pursuant to Section 5A.4(c), shall be non-recourse
other than with respect to such funds, and shall not constitute a claim against the Issuer to the
extent that insufficient funds exist to make such payment. The agreements in this Section shall
survive the termination of this Indenture Supplement and the Base Indenture and the payment of all
amounts payable hereunder and thereunder.


(d)      As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Issuer
to a Governmental Authority, the Issuer shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent.


(e)      The Administrative Agent, each Funding Agent, each member of each Purchaser Group and each
Program Support Provider, if entitled to an exemption from or reduction of an Indemnified Tax or
Other Tax with respect to payments made under this Indenture Supplement and the Base Indenture
shall (to the extent legally able to do so) deliver to the Issuer (with a copy to the
Administrative Agent) such properly completed and executed documentation prescribed by applicable
law and reasonably requested by the Issuer on the later of (i) 30 Business Days after such request
is made and the applicable forms are provided to the Administrative Agent, such Funding Agent, such
member of such Purchaser Group or such Program Support Provider or (ii) 30 Business Days before
prescribed by applicable law as will permit such payments to be made without withholding or with an
exemption from or reduction of Indemnified Taxes or Other Taxes.


(f)      If the Administrative Agent, any Funding Agent, any Program Support Provider or any member
of a Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it
shall pay over such refund to the Issuer to the extent that it has already received indemnity
payments or additional amounts pursuant to this Section 7.3 with respect to such
Indemnified Taxes or Other Taxes giving rise to the refund, net of all out-of-pocket expenses and
without interest (other than interest paid by the relevant Governmental Authority with respect to
such refund); provided, however, that the Issuer shall, upon request of the
Administrative Agent, such Funding Agent, such Program Support Provider or such member of a
Purchaser Group, repay such refund (plus interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Funding Agent, such Program Support
Provider or such member of a Purchaser Group if the Administrative Agent, such Funding Agent, such
Program Support Provider or such member of a Purchaser Group is required to repay such refund to
such Governmental Authority. Nothing contained herein shall require the Administrative Agent, any
Funding Agent, any Program Support Provider or any member of a Purchaser Group to make its tax
returns (or any other information relating to its taxes which it deems confidential) available to
the Issuer or any other Person.


(g)      The Administrative Agent, each Funding Agent, each Program Support Provider and each
member of each Purchaser Group (other than any such entity which is a domestic corporation) shall:










 





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(i)      upon or prior to becoming a party hereto, deliver to the Issuer and the
Administrative Agent two (2) duly completed copies of IRS Form W-8BEN, W-8ECI or W-9, or
successor applicable forms, as the case may be, establishing a complete exemption from
withholding of United States federal income taxes or backup withholding taxes with respect
to payments under the Series 2005-1 Notes and this Indenture Supplement;


(ii)      deliver to the Issuer and the Administrative Agent two (2) further copies of any
such form or certification establishing a complete exemption from withholding of United
States federal income taxes or backup withholding taxes with respect to payments under the
Series 2005-1 Notes and this Indenture Supplement on or before the date that any such form
or certification expires or becomes obsolete and after the occurrence of any event requiring
a change in the most recent form previously delivered by it to the Issuer; and


(iii)      obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by the Issuer and the Administrative Agent;


unless, in any such case, any change in treaty, law or regulation has occurred after the Series
2005-1 Closing Date (or, if later, the date the Administrative Agent, such Funding Agent, such
Program Support Provider or such member of such Purchaser Group becomes an indemnified party
hereunder) and prior to the date on which any such delivery would otherwise be required which
renders the relevant form inapplicable or which would prevent the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group from duly
completing and delivering the relevant form with respect to it, and the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group so advises the
Issuer and the Administrative Agent.


(h)      If a beneficial or equity owner of the Administrative Agent, a Funding Agent, a Program
Support Provider or a member of a Purchaser Group (instead of the Administrative Agent, the Funding
Agent, the Program Support Provider or the member of the
Purchaser Group itself) is required under United States federal income tax law or the terms of
a relevant treaty to provide IRS Form W-8BEN, W-8ECI or W-9, or any successor applicable forms, as
the case may be, in order to claim an exemption from withholding of United States federal income
taxes or backup withholding taxes, then each such beneficial owner or equity owner shall be
considered to be the Administrative Agent, a Funding Agent, a Program Support Provider or a member
of a Purchaser Group for purposes of Section 7.3 (g).


SECTION 7.4. Break Funding Payments. The Issuer agrees to indemnify each Purchaser Group and to
hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may sustain
or incur as a consequence of (a) default by the Issuer in making a borrowing of, conversion into or
continuation of a CP Tranche or a Eurodollar Tranche after the Issuer has given irrevocable notice
requesting the same in accordance with the provisions of this Indenture Supplement, or (b) default
by the Issuer in making any prepayment in connection with a Decrease after the Issuer has given
irrevocable notice thereof in accordance with the provisions of Section 2.5 or (c) the
making of a prepayment of a CP Tranche or a










 





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Eurodollar Tranche (including, without limitation, any
Decrease) prior to the termination of the CP Rate Period for such CP Tranche or the Eurodollar
Period for such Eurodollar Tranche, as the case may be. Such indemnification shall include an
amount determined by the Funding Agent with respect to such Purchaser Group and shall equal either
(x) the excess, if any, of (i) such Purchaser Group’s cost of funding the amount so prepaid or not
so borrowed, converted or continued, for the period from the date of such prepayment or of such
failure to borrow, convert or continue to the last day of the CP Rate Period or the Eurodollar
Period (or in the case of a failure to borrow, convert or continue, the CP Rate Period or the
Eurodollar Period that would have commenced on the date of such prepayment or of such failure), as
the case may be, over (ii) the amount of interest earned by such Purchaser Group upon redeployment
of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a
comparable period or (y) if such Purchaser Group is able to terminate the funding source before its
scheduled maturity, any costs associated with such termination; provided that any payments made by
the Issuer pursuant to this subsection shall be made solely from funds available therefor pursuant
to Section 5A.4(c), shall be non-recourse other than with respect to such funds, and shall
not constitute a claim against the Issuer to the extent that such funds are insufficient to make
such payment. This covenant shall survive the termination of this Indenture Supplement and the
Base Indenture and the payment of all amounts payable hereunder and thereunder. A certificate as
to any additional amounts payable pursuant to the foregoing sentence submitted by any Funding Agent
on behalf of a Purchaser Group to the Issuer shall be conclusive absent manifest error.


SECTION 7.5. Alternate Rate of Interest. If prior to the commencement of any Eurodollar Period:


(a)      the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate for such Eurodollar Period, or


(b)      the Administrative Agent is advised by any Purchaser Group that the Adjusted LIBO Rate for
such Eurodollar Period will not adequately and fairly reflect the cost to such Purchaser Group of
making or maintaining the Eurodollar Tranches during such Eurodollar Period,


then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to the
Issuer and the Indenture Trustee, whereupon until the Administrative Agent notifies the Issuer and
the Indenture Trustee that the circumstances giving rise to such notice no longer exist, the
Available APA Bank Funding Amount with respect to any Purchaser Group (in the case of clause (a)
above) or with respect to such Purchaser Group (in the case of clause (b) above) shall not be
allocated to any Eurodollar Tranche.


SECTION 7.6. Mitigation Obligations. If an Affected Party requests compensation under Section
7.2, or if the Issuer is required to pay any additional amount to any Purchaser Group or any
Governmental Authority for the account of any Purchaser Group pursuant to Section 7.3,
then, upon written notice from the Issuer, such Affected Party or Purchaser Group, as the case may
be, shall use commercially reasonable efforts to designate a different lending office for funding
or booking its obligations hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, which pays a price for










 





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such assignment which is acceptable
to such Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser
Group, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 7.2 or 7.3, as the case may be, in the future and (ii) would not subject
such Affected Party or Purchaser Group to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Affected Party or Purchaser Group. The Issuer hereby agrees to pay all
reasonable costs and expenses incurred by such Affected Party or Purchaser Group in connection with
any such designation or assignment.



ARTICLE 8




REPRESENTATIONS AND WARRANTIES, COVENANTS



SECTION 8.1. Representations and Warranties of the Issuer and VMS. The Issuer and VMS each hereby
represents and warrants to the Indenture Trustee, the Administrative Agent, each Funding Agent,
each CP Conduit Purchaser and each APA Bank that:


(a)      each and every of their respective representations and warranties contained in the
Transaction Documents is true and correct as of the Series 2005-1 Closing Date, as of the Series
2005-1 Initial Funding Date and as of the date of each Increase; and


(b)      as of the Series 2005-1 Closing Date, they have not engaged, in connection with the
offering of the Series 2005-1 Investor Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act.


SECTION 8.2. Covenants of the Issuer and VMS. The Issuer and VMS hereby agree, in addition to
their obligations hereunder, that:


(a)      they shall observe in all material respects each and every of their respective covenants
(both affirmative and negative) contained in the Base Indenture and all other Transaction Documents
to which each is a party;


(b)      they shall afford each Funding Agent with respect to a Purchaser Group, the Indenture
Trustee or any representatives of any such Funding Agent or the Indenture Trustee access to all
records relating to the SUBI Certificates, the Sold Units and the Fleet Receivables at any
reasonable time during regular business hours, upon reasonable prior notice (and without prior
notice if an Amortization Event has occurred), for purposes of inspection and shall permit such
Funding Agent, the Indenture Trustee or any representative of such Funding Agent or the Indenture
Trustee to visit any of the Issuer’s or VMS’s, as the case may be, offices or properties during
regular business hours and as often as may reasonably be desired to discuss the business,
operations, properties, financial and other conditions of the Issuer or VMS with their respective
officers and employees and with their independent certified public accountants; and


(c)      they shall not take any action, nor permit SPV to take any action, requiring the
satisfaction of the Rating Agency Condition pursuant to any Transaction Document without the prior
written consent of the Series 2005-1 Required Investor Noteholders.










 





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SECTION 8.3. Covenants of the Administrator. The Administrator hereby agrees that:


(a)      it shall provide to the Indenture Trustee, the Administrative Agent and each Funding
Agent, on each Determination Date, a Monthly Settlement Statement, substantially in the form of
Exhibit C, setting forth as of the last day of the most recent Monthly Period and for such Monthly
Period the information set forth therein;


(b)      it shall provide to the Administrative Agent simultaneously with delivery to the Indenture
Trustee, all reports, notices, certificates, statements and other documents required to be
delivered to the Indenture Trustee pursuant to the Base Indenture and the other Transaction
Documents, and furnish to the Administrative Agent promptly after receipt thereof a copy of each
notice, demand or other material communication (excluding routine communications) received by or on
behalf of the Issuer or the Administrator with respect to the Transaction Documents. The
Administrative Agent shall distribute to the Funding Agents copies of all reports, notices,
certificates, statements and other documents delivered to it pursuant to this Section
8.3(b);


(c)      it shall provide each Funding Agent with prompt written notice of (i) the downgrade by any
Rating Agency of the rating assigned by such Rating Agency to any Series of Outstanding Investor
Notes or the determination by any Rating Agency to put the rating assigned by such Rating Agency to
any Series of Outstanding Investor Notes on a watch list and (ii) the occurrence of an Amortization
Event or Potential Amortization Event with respect to any Series of Outstanding Investor Notes; and


(d)      it shall provide to each Funding Agent copies of all reports relating to the Series
2005-1 Investor Notes delivered to the Rating Agencies.


SECTION 8.4. Obligations Unaffected. The obligations of the Issuer and the Administrator to the
Funding Agent and the Purchaser Groups under this Indenture Supplement shall not be affected by
reason of any invalidity, illegality or irregularity of any of the SUBI Certificates, the Sold
Units or the Fleet Receivables.



ARTICLE 9




CONDITIONS PRECEDENT



SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement. This Indenture
Supplement shall become effective on the date (the “Effective Date”) on which the following
conditions precedent have been satisfied:


(a)      Documents. The Administrative Agent shall have received an original copy for each
CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit
Purchaser, each executed and delivered in form and substance satisfactory to it of this Indenture
Supplement, executed by a duly authorized officer of each of the Issuer, the Administrator, the
Indenture Trustee, the Administrative Agent, the Funding Agents, the CP










 





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Conduit Purchasers and the
APA Banks and any other Transaction Documents to be executed in connection with Series 2005-1, each
duly executed by the parties thereto.


(b)      Corporate Documents; Proceedings of the Issuer, the Administrator, SPV, the
Origination Trust and the Servicer. The Administrative Agent shall have received, with a copy
for each CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP
Conduit Purchaser, from the Issuer, the Administrator, SPV, the Origination Trust, VMS and the
Servicer true and complete copies of:


(i)      to the extent applicable, the certificate of incorporation, certificate of
trust or certificate of formation, including all amendments thereto, of such Person,
certified as of a recent date by the Secretary of State or other appropriate
authority of the state of incorporation or organization, as the case may be, and a
certificate of compliance, of status or of good standing, as and to the extent
applicable, of each such Person as of a recent date, from the Secretary of
State or other appropriate authority of such jurisdiction;


(ii)      a certificate of the Secretary or an Assistant Secretary of each of the
Issuer, the Administrator, SPV and the Servicer, dated the Effective Date and
certifying (A) that attached thereto is a true and complete copy of the limited
liability company agreement of such Person, as in effect on the Effective Date and
at all times since a date prior to the date of the resolutions described in clause
(B) below, (B) that attached thereto is a true and complete copy of the resolutions,
in form and substance reasonably satisfactory to the Funding Agent, of the managers
of such Person or committees thereof authorizing the execution, delivery and
performance of the Transaction Documents to which it is a party and the transactions
contemplated thereby, and that such resolutions have not been amended, modified,
revoked or rescinded and are in full force and effect, (C) that the certificate of
formation of such Person has not been amended since the date of the last amendment
thereto shown on the certificate of good standing (or its equivalent) furnished
pursuant to clause (i) above and (D) as to the incumbency and specimen signature of
each officer or authorized signatory executing any Transaction Documents or any
other document delivered in connection herewith or therewith on behalf of such
Person;


(iii)      a certificate of the Secretary or an Assistant Secretary of each of the
Common Member and the Origination Trust Trustee, dated the Effective Date and
certifying as to the incumbency and specimen signature of each officer or authorized
signatory executing any Transaction Documents or any other document delivered in
connection herewith or therewith on behalf of such Person; and


(iv)      a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate pursuant
to clause (ii) or (iii) above.










 





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(c)      Good Standing Certificates. The Administrative Agent shall have received copies
of certificates of compliance, of status or of good standing, dated as of a recent date, from the
Secretary of State or other appropriate authority of such jurisdiction, with respect to the Issuer,
the Administrator, SPV and the Origination Trust in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as a foreign corporation,
except where the failure to so qualify would not have a material adverse effect on the business,
operations, properties or condition (financial or otherwise) of the Issuer, the Administrator, SPV
or the Origination Trust, as the case may be.


(d)      Consents, Licenses, Approvals, Etc. The Administrative Agent shall have received,
with a counterpart for each CP Conduit Purchaser and the Funding Agent and the APA Banks with
respect to such CP Conduit Purchaser, certificates dated the date hereof of an Authorized Officer
of the Issuer, the Administrator, SPV, the Origination Trust and the Servicer either (i) attaching
copies of all material consents, licenses and approvals required in connection
with the execution, delivery and performance by the Issuer, the Administrator, SPV, the
Origination Trust and the Servicer of the Transaction Documents to which it is a party and the
validity and enforceability of the Transaction Documents to which it is a party against the Issuer,
the Administrator, SPV, the Origination Trust and the Servicer, respectively, and such consents,
licenses and approvals shall be in full force and effect or (ii) stating that no such consents,
licenses or approvals are so required.


(e)      No Litigation. The Administrative Agent shall have received confirmation that
there is no pending or, to their knowledge after due inquiry, threatened action or proceeding
affecting the Issuer, the Administrator, SPV, the Origination Trust, the Servicer, PHH or any of
its Subsidiaries before any Governmental Authority that could reasonably be expected to have a
Material Adverse Effect.


(f)      Lien Searches. The Administrative Agent shall have received a written search
report listing all effective financing statements that name VMS, the Origination Trust, SPV or the
Issuer as debtor or assignor and that are filed in the jurisdictions in which filings were made
pursuant to paragraph (g) below and in any other jurisdictions that the Administrative Agent
determines are necessary or appropriate, together with copies of such financing statements (none of
which, except for those described in paragraph (g) below shall cover any portion of the Series
2005-1 Collateral), and tax and judgment lien searches showing no such liens that are not permitted
by the Transaction Documents.


(g)      Filings. Any documents (including, without limitation, financing statements)
required to be filed in order to create in favor of the Indenture Trustee a perfected security
interest in the Series 2005-1 Collateral with respect to which a security interest may be perfected
by a filing under the UCC or other comparable statute shall have been properly prepared and
executed for immediate filing in each office in each jurisdiction required in order to perfect the
security interest of the Indenture Trustee in the Series 2005-1 Collateral, and such filings are
the only filings required in order to perfect the security interest of the Indenture Trustee in the
Series 2005-1 Collateral. The Administrative Agent shall have received evidence reasonably
satisfactory to it of each such filing, registration or recordation and reasonably satisfactory
evidence of the payment of any necessary fee, tax or expense relating thereto.










 





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(h)      Legal Opinions. The Administrative Agent shall have received, with a counterpart
addressed to each CP Conduit Purchaser and the Funding Agent, the Program Support Provider and the
APA Banks with respect to such CP Conduit Purchaser and the Indenture Trustee, opinions of counsel
to the Issuer and the Administrator, dated the Series 2005-1 Closing Date, as to corporate, due
organization of the Origination Trust and the Issuer, bankruptcy (“true sale” and “non-substantive
consolidation”), perfection and priority of security interests in the Series 2005-1 Collateral,
creation and perfection of the security interests in the Issuer Assets, the SUBI Certificates and
the Sold Units and the Fleet Receivables, the characterization of the Series 2005-1 Investor Notes
as debt for U.S. federal income tax purposes, the characterization of the Issuer not as an
association or a publicly traded partnership taxable as a corporation for U.S. federal income tax
purposes and other matters, in each case, in form and substance acceptable to the addressees
thereof and their respective counsel.


(i)      Fees and Expenses. Each Funding Agent with respect to a Purchaser Group shall
have received payment of all fees, out-of-pocket expenses and other amounts due and payable to the
CP Conduit Purchaser or the APA Banks in such Purchaser Group on or before the Effective Date.


(j)      Establishment of Accounts. The Administrative Agent shall have received evidence
reasonably satisfactory to it that the Collection Account (including the Series 2005-1
Subaccounts), the Series 2005-1 Reserve Account, the Series 2005-1 Yield Supplement Account and the
Series 2005-1 Distribution Account shall have been established in accordance with the terms and
provisions of the Indenture.


(k)      Lease Rate Caps. The Indenture Trustee shall have received copies of the Lease
Rate Caps and the Series 2005-1 Lease Rate Caps duly executed by the parties thereto satisfying the
requirements of Section 5A.12 on the Series 2005-1 Closing Date.


(l)      Material Adverse Change. No material adverse change shall have occurred with
respect to the business, operations, property or condition (financial or otherwise) of PHH and its
Subsidiaries taken as a whole since March 31, 2005.


(m)      Opinion. The Administrative Agent shall have received an opinion of counsel to
the Indenture Trustee as to the due authorization, execution and delivery by the Indenture Trustee
of this Indenture Supplement and the due execution, authentication and delivery by the Indenture
Trustee of the Series 2005-1 Investor Notes.



ARTICLE 10




THE ADMINISTRATIVE AGENT



SECTION 10.1. Appointment. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents
hereby irrevocably designates and appoints the Administrative Agent as the agent of such Person
under this Indenture Supplement and irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this Indenture Supplement and
to exercise such powers and perform such duties as are










 





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expressly delegated to the Administrative
Agent by the terms of this Indenture Supplement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Indenture
Supplement, the Administrative Agent shall not have any duties or responsibilities except those
expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser, any APA
Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Indenture Supplement or otherwise exist against
the Administrative Agent.


SECTION 10.2. Delegation of Duties. The Administrative Agent may execute any of its duties under this Indenture Supplement by
or through agents or attorneys-in-fact and shall be entitled to advice of counsel (who may be
counsel for the Issuer or the Administrator), independent public accountants and other experts
selected by it concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by
it with reasonable care.


SECTION 10.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with the Base
Indenture or this Indenture Supplement (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have resulted from its
or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to
any of the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements,
representations or warranties made by the Issuer, the Administrator or any officer thereof
contained in this Indenture Supplement or any other Transaction Document or in any certificate,
report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Indenture Supplement or any other
Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Indenture Supplement, any other Transaction Document, the SUBI Certificates,
the Sold Units or the Fleet Receivables or for any failure of any of the Issuer, the Administrator,
SPV, the Origination Trust or the Servicer to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any CP Conduit Purchaser, any APA Bank or
any Funding Agent to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Indenture Supplement, any other Transaction
Document, the SUBI Certificates, the Sold Units or the Fleet Receivables or to inspect the
properties, books or records of the Issuer, the Administrator, SPV, the Origination Trust or the
Servicer.


SECTION 10.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Issuer or the Administrator), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem and treat the
registered holder of any Series 2005-1 Investor Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in










 





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failing or refusing to
take any action under this Indenture Supplement or any other Transaction Document unless it shall
first receive such advice or concurrence of the Funding Agents, on behalf of the Purchasers, as it
deems appropriate or it shall first be indemnified to its satisfaction by the Funding Agents
against any and all liability
and expense which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Indenture Supplement and the other Transaction Documents in accordance with
a request of the Series 2005-1 Required Investor Noteholders (unless, in the case of any action
relating to the giving of consent hereunder, the giving of such consent requires the consent of all
Series 2005-1 Investor Noteholders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the CP Conduit Purchasers, the APA Banks and the Funding
Agents.


SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event.
The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
Amortization Event or Potential Amortization Event, any Event of Default or Default, any
Termination Event or any Servicer Default unless the Administrative Agent has received written
notice from a CP Conduit Purchaser, an APA Bank, a Funding Agent, the Issuer, the Administrator,
SPV, the Origination Trust or the Servicer referring to the Agreement or this Indenture
Supplement, describing such Amortization Event or Potential Amortization Event, Event of Default or
Default, Termination Event or Servicer Default or and stating that such notice is a “notice of an
Amortization Event or Potential Amortization Event,” “notice of an Event of Default or Default,”
“notice of a Termination Event” or “notice of a Servicer Default”, as the case may be. In the
event that the Administrative Agent receives such a notice, the Administrative Agent shall give
notice thereof to the Funding Agents, the Indenture Trustee, the Issuer and the Administrator. The
Administrative Agent shall take such action with respect to such event as shall be reasonably
directed by the Series 2005-1 Required Investor Noteholders, provided that unless and until
the Administrative Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to
such event as it shall deem advisable in the best interests of the Purchasers.


SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers. Each of the CP Conduit
Purchasers, the APA Banks and the Funding Agents expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Issuer, shall be deemed to
constitute any representation or warranty by the Administrative Agent to any such Person. Each of
the CP Conduit Purchasers, the APA Banks and the Funding Agents represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative Agent or any other CP
Conduit Purchaser, APA Bank or Funding Agent and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the Issuer, the Administrator, SPV,
the Origination Trust and the Servicer and made its own decision to enter into this Indenture
Supplement. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents also
represents that it will,
independently and without reliance upon the Administrative Agent or any other CP Conduit
Purchaser, APA Bank or Funding Agent, and based on such documents and information as it










 





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shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Indenture Supplement and the other Transaction Documents,
and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Issuer, the
Administrator, SPV, the Origination Trust and the Servicer. Except for notices, reports and other
documents expressly required to be furnished to the Funding Agents by the Administrative Agent
hereunder, the Administrative Agent shall have no duty or responsibility to provide any CP Conduit
Purchaser, any APA Bank or any Funding Agent with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of the Issuer, the Administrator, SPV, the Origination Trust or the Servicer which may come into
the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.


SECTION 10.7. Indemnification. Each of the APA Banks in a Purchaser Group agrees to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by the Issuer and the
Administrator and without limiting the obligation of the Issuer and the Administrator to do so),
ratably according to their respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section 10.7 (or if indemnification is sought after
the date upon which the Commitments shall have terminated and the Purchaser Group Invested Amounts
shall have been reduced to zero, ratably in accordance with their Commitment Percentages
immediately prior to such date of payment), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Indenture Supplement, any of the other
Transaction Documents or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by the Administrative
Agent under or in connection with any of the foregoing; provided that no APA Bank or
Funding Agent shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are
found by a final and nonappealable decision of a court of competent jurisdiction to have resulted
from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of all amounts payable hereunder.


SECTION 10.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any kind of business
with the Issuer, the Administrator or any of their Affiliates as though the Administrative Agent
were not the Administrative Agent hereunder. With respect to any Series 2005-1 Investor Note held
by the Administrative Agent, the Administrative Agent shall have the same rights and powers under
this Indenture Supplement and the other Transaction Documents as any APA Bank or Funding Agent and
may exercise the
same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding
Agent” shall include the Administrative Agent in its individual capacity.


SECTION 10.9. Resignation of Administrative Agent; Successor Administrative Agent. The
Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to
the Funding Agents, the Indenture Trustee, the Issuer and the Administrator. If










 





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JPMorgan Chase
shall resign as Administrative Agent under this Indenture Supplement, then the Series 2005-1
Required Investor Noteholders shall promptly appoint a successor administrative agent from among
the Funding Agents, which successor administrative agent shall be approved by the Issuer and the
Administrator (which approval shall not be unreasonably withheld). If no successor administrative
agent is appointed prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Funding Agents, the Issuer and the
Administrator, a successor agent from among the Funding Agents. If no successor administrative
agent has accepted appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Administrator shall assume and
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the
Series 2005-1 Required Investor Noteholders appoint a successor agent as provided for above.
Effective upon the appointment of a successor administrative agent, such successor administrative
agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor administrative agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Indenture Supplement. After any
retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article
10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Indenture Supplement.



ARTICLE 11




THE FUNDING AGENTS



SECTION 11.1. Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP
Conduit Purchaser hereby irrevocably designates and appoints the Funding Agent set forth next to
such CP Conduit Purchaser’s name on Schedule I as the agent of such Person under this Indenture
Supplement and irrevocably authorizes such Funding Agent, in such capacity, to take such action on
its behalf under the provisions of this Indenture Supplement and to exercise such powers and
perform such duties as are expressly delegated to such Funding Agent by the terms of this Indenture
Supplement, together with such other powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary elsewhere in this Indenture Supplement, each Funding Agent shall not
have any duties or responsibilities except those expressly set forth
herein, or any fiduciary relationship with any CP Conduit Purchaser or APA Bank and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Indenture Supplement or otherwise exist against each Funding Agent.


SECTION 11.2. Delegation of Duties. Each Funding Agent may execute any of its duties under this
Indenture Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be
responsible to the CP Conduit Purchaser or any APA Bank in its Purchaser Group for the negligence
or misconduct of any agents or attorneys in-fact selected by it with reasonable care.










 





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SECTION 11.3. Exculpatory Provisions. Each Funding Agent and any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall not be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with the Base Indenture or
this Indenture Supplement (except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from its or such
Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of
the CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or
warranties made by the Issuer, the Administrator, the Administrative Agent, or any officer thereof
contained in this Indenture Supplement or any other Transaction Document or in any certificate,
report, statement or other document referred to or provided for in, or received by such Funding
Agent under or in connection with, this Indenture Supplement or any other Transaction Document or
for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
Indenture Supplement, any other Transaction Document, or for any failure of any of the Issuer, the
Administrator, SPV, the Origination Trust, the Servicer or the Administrative Agent to perform its
obligations hereunder or thereunder. Each Funding Agent shall not be under any obligation to the
CP Conduit Purchaser or any APA Bank in its Purchaser Group to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Indenture
Supplement, any other Transaction Document, the SUBI Certificates, the Sold Units or the Fleet
Receivables or to inspect the properties, books or records of the Issuer, the Administrator, SPV,
the Origination Trust, the Servicer or the Administrative Agent.


SECTION 11.4. Reliance by Each Funding Agent. Each Funding Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Issuer or the Administrator), independent accountants and other experts
selected by such Funding Agent. Each Funding Agent shall be fully justified in failing or refusing
to take any action under this Indenture Supplement or any other Transaction Document unless it
shall first receive such
advice or concurrence of the Related Purchaser Group, as it deems appropriate or it shall
first be indemnified to its satisfaction by the Related Purchaser Group against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action.


SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event.
Each Funding Agent shall not be deemed to have knowledge or notice of the occurrence of any
Amortization Event or Potential Amortization Event, any Event of Default or Default, any
Termination Event or any Servicer Default unless such Funding Agent has received written notice
from a CP Conduit Purchaser, an APA Bank, the Issuer, the Administrator, the Servicer, SPV or the
Origination Trust referring to the Indenture or this Indenture Supplement, describing such
Amortization Event or Potential Amortization Event, Event of Default or Default, Termination Event
or Servicer Default or and stating that such notice is a “notice of an Amortization Event or
Potential Amortization Event,” “notice of an Event of Default or Default,” “notice of a Termination
Event” or “notice of a Servicer Default”, as the case may. In the event that any Funding Agent
receives such a notice, such Funding Agent shall give notice thereof to the CP Conduit Purchaser
and APA Banks in its Purchaser Group. Such Funding Agent shall take such action with respect to
such event as shall be reasonably directed by the CP Conduit Purchaser and APA Banks in its
Purchaser










 





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Group, provided that unless and until such Funding Agent shall have received such
directions, such Funding Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such event as it shall deem advisable in the best
interests of the CP Conduit Purchaser and APA Banks in its Purchaser Group.


SECTION 11.6. Non-Reliance on Each Funding Agent and Other Purchaser Groups. Each CP Conduit
Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by such Funding Agent hereinafter taken,
including any review of the affairs of the Issuer shall be deemed to constitute any representation
or warranty by such Funding Agent to any such Person. Each CP Conduit Purchaser and each of the
related APA Banks represents to its Funding Agent that it has, independently and without reliance
upon such Funding Agent and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Issuer, the Administrator, SPV, the Origination Trust
and the Servicer. Each CP Conduit Purchaser and each of the related APA Banks also represents
that it will, independently and without reliance upon its Funding Agent and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Indenture Supplement and the
other Transaction Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other conditions and creditworthiness of
the Issuer, the Administrator, SPV, the Origination Trust and the Servicer.


SECTION 11.7. Indemnification. Each APA Bank in a Purchaser Group agrees to indemnify its Funding
Agent in its capacity as such (to the extent not reimbursed by the Issuer and the Administrator and
without limiting the obligation of the Issuer and the Administrator to do so), ratably according to
its respective APA Bank Percentage in effect on the date on which indemnification is sought under
this Section 11.7 (or if indemnification is sought after the date upon which the
Commitments shall have been terminated, ratably in accordance with its APA Bank Percentage at the
time of termination) from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time be imposed on, incurred by or asserted against such Funding Agent in any way
relating to or arising out of this Indenture Supplement, any of the other Transaction Documents or
any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Funding Agent under or in connection with
any of the foregoing; provided that no APA Bank shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such related Funding Agent’s gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of all amounts
payable hereunder.











 





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ARTICLE 12




MISCELLANEOUS



SECTION 12.1. Ratification of Indenture. As Indenture Supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as
so Indenture Supplemented by this Indenture Supplement shall be read, taken and construed as one
and the same instrument.


SECTION 12.2. Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


SECTION 12.3. Further Assurances. Each of the Issuer, the Administrator and
the Indenture Trustee agrees, from time to time, to do and perform any and all acts and to execute
any and all further instruments required or reasonably requested by the Administrative Agent more
fully to effect the purposes of this Indenture Supplement and the sale of the Series 2005-1
Investor Notes hereunder. The Administrative Agent is hereby authorized to file any financing or
registration statements or similar documents or notices or continuation statements in order to
perfect the Indenture Trustee’s security interest in the Series 2005-1 Collateral.


SECTION 12.4. Payments. Each payment to be made hereunder shall be made on
the required payment date in lawful money of the United States and in immediately available funds,
if to a Purchaser, at the office of the Funding Agent with respect to such Purchaser Group set
forth in Section 12.9.


SECTION 12.5. Costs and Expenses. The Administrator agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, reasonable fees and disbursements of counsel to the Administrative Agent) and of each
Purchaser Group (including in connection with the preparation, execution and delivery of this
Indenture Supplement the reasonable fees and disbursements of counsel to such Purchaser Group) in
connection with (i) the preparation, execution, delivery and administration (including periodic
auditing and any requested amendments, waivers or consents) of this Indenture Supplement, the
Indenture and the other Transaction Documents and amendments or waivers of any such documents and
(ii) the enforcement by the Administrative Agent or any Funding Agent of the obligations and
liabilities of the Issuer, the Administrator, SPV, the Origination Trust, VMS and the Servicer
under the Indenture, this Indenture Supplement, the other Transaction Documents or any Transaction Document and all costs and expenses, if any (including reasonable counsel fees and expenses),
in connection with the enforcement of this Agreement and the other Transaction Documents.


SECTION 12.6. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Indenture Trustee, the Administrative Agent, any Funding
Agent, any CP Conduit Purchaser or any APA Bank, any right, remedy, power or












 





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privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided
by law.


SECTION 12.7. Amendments. (a) This Indenture Supplement may be amended in
writing from time to time by the Administrator, the Issuer and the Indenture Trustee, with the
consent of the Series 2005-1 Required Investor Noteholders; provided that, notwithstanding the
foregoing, without the consent of each CP Conduit Purchaser and each APA Bank, no such amendment
shall:


(i) reduce the percentage of Series 2005-1 Investor Noteholders whose consent
is required to take any particular action hereunder;


(ii) (A) extend the due date for, or reduce the amount of any scheduled
repayment or prepayment of principal of or interest on any Series 2005-1 Investor
Note (or reduce the principal amount of or rate of interest on any Series 2005-1
Investor Note); (B) extend the due date for, or reduce the amount of any Commitment
Fee payable hereunder; (C) change the calculation of any Article 7 Costs or other
amounts payable by the Issuer to the CP Conduit Purchasers or APA Banks hereunder;
(D) modify Section 5A.4(c); (E) 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; (F) release any obligor under any Transaction Document to which it is a
party except pursuant to the express terms of such Transaction Document;
provided, however, that the Liens on Vehicles may be released as
provided in Section 3.5 of the Base Indenture; (G) amend or otherwise modify
any Amortization Event or any defined term referred to therein; (H) amend or
otherwise modify the Series 2005-1 Required Asset Amount, the Series 2005-1 Required
Overcollateralization Amount, the Series 2005-1 Required Enhancement Amount or any
defined term referred to therein or (I) permit the creation of any Lien ranking
prior to or on a parity with the Indenture Trustee’s Lien on the Series 2005-1
Collateral, release such Lien except pursuant to the express terms hereof or deprive
any Series 2005-1 Investor Noteholder of the security afforded by such Lien;


(iii) modify Section 12.7(a); and


(iv) modify the allocations and priorities of payments set forth in Article 3
of this Indenture Supplement.


(b) Any amendment hereof can be effected without the Administrative Agent’s being party
thereto; provided, however, that no such amendment, modification or waiver of this
Indenture Supplement that affects rights or duties of the Administrative Agent shall be effective
unless the Administrative Agent shall have given its prior written consent thereto.












 



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(c)      Promptly after the execution of any amendment hereof, the Administrator shall mail to each
of the Funding Agents and each Rating Agency a copy thereof.


(d)      The Issuer reserves the right, without any consent or other action of the Series 2005-1
Investor Noteholders, to consent to the termination of the ARAC Guaranty.


(e)      The Issuer reserves the right, without any consent or other action of the Series 2005-1
Investor Noteholders, to amend the Base Indenture by entering into an amendment to the Base
Indenture substantially in the form of Exhibit F.


SECTION 12.8. Severability. If any provision hereof is void or unenforceable
in any jurisdiction, such voidness or unenforceability shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof
in such or any other jurisdiction.


SECTION 12.9. Notices. All notices, requests, instructions and demands to or
upon any party hereto to be effective shall be given (i) in the case of the Issuer, the
Administrator and the Indenture Trustee, in the manner set forth in Section 13.4 of the
Base Indenture and (ii) in the case of the Administrative Agent, the CP Conduit Purchasers, the APA
Banks and the Funding Agents, in writing, and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand or three days after being deposited
in the mail, postage prepaid, in the case of facsimile notice, when received, or in the case of
overnight air courier, one Business Day after the date such notice is delivered to such overnight
courier, addressed as follows in the case of the Administrative Agent and to the addresses therefor
set forth in Schedule I, in the case of the CP Conduit Purchasers, the APA Banks and the Funding
Agents; or to such other address as may be hereafter notified by the respective parties hereto:


Administrative





		
	                    Agent: 	JPMorgan Chase Bank, National Association

4 New York Plaza

New York, New York 10004

Attention: ITS—Structured Finance Services

Fax: (212) 623-5991





SECTION 12.10. Successors and Assigns. (a) This Indenture Supplement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that the Issuer may not assign or
transfer any of its rights under this Indenture Supplement without the prior written consent of all
of the Series 2005-1 Investor Noteholders, no CP Conduit Purchaser may assign or transfer any of
its rights under this Indenture Supplement other than in accordance with the Asset Purchase
Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect to
such CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser
or pursuant to clause (b) below of this Section 12.10 and no APA Bank may assign or
transfer any of its rights or obligations under this Indenture Supplement except to a Program
Support Provider or pursuant to clause (c) below of this Section 12.10.












 



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(b)      Without limiting the foregoing, each CP Conduit Purchaser may assign all or a portion of
the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and
obligations under this Indenture Supplement and any other Transaction Documents to which it is a
party to a Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently
with the effectiveness of any such assignment (or if impracticable, immediately thereafter), the
assigning CP Conduit Purchaser shall notify the Administrative Agent, the Issuer, the Indenture
Trustee and the Administrator thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit
Assignee, (A) such Conduit Assignee shall be the owner of the Purchaser Group Invested Amount or
such portion thereof with respect to such CP Conduit Purchaser, (B) the related administrative or
managing agent for such Conduit Assignee will act as the administrative agent for such Conduit
Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the
Funding Agent hereunder or under the other Transaction Documents, (C) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related parties shall have
the benefit of all the rights and protections provided to such CP Conduit Purchaser herein and in
the other Transaction Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee shall assume all of
such CP Conduit Purchaser’s obligations, if any, hereunder or under the Base Indenture or under any
other Transaction Document with respect to such portion of the Purchaser Group Invested Amount and
such CP Conduit Purchaser shall be released from such obligations, (E) all distributions in respect
of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit
Purchaser shall be made to the applicable agent or administrative agent, as applicable, on behalf
of such Conduit Assignee, (F) the definitions of the terms “Monthly Funding Costs” and “Discount”
shall be determined in the manner set forth in the definition of “Monthly Funding Costs” and
“Discount” applicable to such CP Conduit Purchaser on the basis of the interest rate or discount
applicable to commercial paper issued by such Conduit Assignee (rather than such CP Conduit
Purchaser), (G) the defined terms and other terms and provisions of this Indenture Supplement, the
Base Indenture and the other Transaction Documents shall be interpreted in accordance with the
foregoing, and (H) if requested by the Administrative Agent or the agent or administrative agent
with respect to the Conduit Assignee, the parties will execute and deliver such further agreements
and documents and take such other actions as the Administrative Agent or such agent or
administrative agent may reasonably request to evidence and give effect to the foregoing.


(c)      Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell all or any part of its rights and obligations under this Indenture Supplement and the Series 2005-1 Investor Notes, with the prior written consent
of the Administrative Agent, the Issuer and the Administrator (in each case, which consent shall
not be unreasonably withheld), to one or more banks (an “Acquiring APA Bank”) pursuant to a
transfer supplement, substantially in the form of Exhibit D (the “Transfer Supplement”),
executed by such Acquiring APA Bank, such assigning APA Bank, the Funding Agent with respect to
such APA Bank, the Administrative Agent, the Issuer and the Administrator and delivered to the
Administrative Agent. Notwithstanding the foregoing, no APA Bank shall so sell its rights
hereunder if such Acquiring APA Bank is not an Eligible Assignee.


(d)      Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell to one or more financial institutions or other











 





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entities
(“Participants”) participations in its APA Bank Percentage of the Commitment of the APA
Banks in its Purchaser Group, its APA Bank Percentage of the Series 2005-1 Investor Note of its
Purchaser Group and its rights hereunder pursuant to documentation in form and substance
satisfactory to such APA Bank and the Participant; provided, however, that (i) in
the event of any such sale by an APA Bank to a Participant, (A) such APA Bank’s obligations under
this Indenture Supplement shall remain unchanged, (B) such APA Bank shall remain solely responsible
for the performance thereof and (C) the Issuer and the Administrative Agent shall continue to deal
solely and directly with such APA Bank in connection with its rights and obligations under this
Indenture Supplement and (ii) no APA Bank shall sell any participating interest under which the
Participant shall have rights to approve any amendment to, or any consent or waiver with respect
to, this Indenture Supplement or any Transaction Document, except to the extent that the approval
of such amendment, consent or waiver otherwise would require the unanimous consent of all APA Banks
hereunder. A Participant shall have the right to receive Article 7 Costs but only to the extent
that the related selling APA Bank would have had such right absent the sale of the related
participation.


(e)      Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at
any time sell all or any part of their respective rights and obligations under this Indenture
Supplement and the Series 2005-1 Investor Notes, with the prior written consent of the
Administrative Agent, the Issuer and the Administrator (in each case, which consent shall not be
unreasonably withheld), to a multi-seller commercial paper conduit and one or more banks providing
support to such multi-seller commercial paper conduit (an “Acquiring Purchaser Group”)
pursuant to a transfer supplement, substantially in the form of Exhibit E (the “Purchaser Group
Supplement”), executed by such Acquiring Purchaser Group, the Funding Agent with respect to
such Acquiring Purchaser Group (including the CP Conduit Purchaser and the APA Banks with respect
to such Purchaser Group), such assigning CP Conduit Purchaser and the APA Banks with respect to
such CP Conduit Purchaser, the Funding Agent with respect to such assigning CP Conduit Purchaser
and APA Bank, the Administrative Agent, the Issuer and the Administrator and delivered to the
Administrative Agent.


(f)      The Issuer authorizes each APA Bank to disclose to any Participant or Acquiring APA Bank
(each, a “Transferee”) and any prospective Transferee any and all financial information in
such APA Bank’s possession concerning the Issuer, the Collateral, the Servicer and the Transaction
Documents which has been delivered to such APA Bank by the Issuer or the Administrator in
connection with such APA Bank’s credit evaluation of the Issuer, the Collateral and the Servicer.


SECTION 12.11. Securities Laws. Each CP Conduit Purchaser and APA Bank hereby
represents and warrants to the Issuer that it is an “accredited investor” as such term is defined
in Rule 501(a) of Regulation D under the Securities Act and has sufficient assets to bear the
economic risk of, and sufficient knowledge and experience in financial and business matters to
evaluate the merits and risks of, its investment in a Series 2005-1 Investor Note. Each CP Conduit
Purchaser and each APA Bank agrees that its Series 2005-1 Investor Note will be acquired for
investment only and not with a view to any public distribution thereof, and that such CP Conduit
Purchaser or APA Bank will not offer to sell or otherwise dispose of its Series 2005-1 Investor
Note (or any interest therein) in violation of any of the registration requirements of the
Securities Act, or any applicable state or other securities laws. Each CP Conduit Purchaser and












 





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each APA Bank acknowledges that it has no right to require the Issuer to register its Series 2005-1
Investor Note under the Securities Act or any other securities law. Each CP Conduit Purchaser and
each APA Bank hereby confirms and agrees that in connection with any transfer by it of an interest
in the Series 2005-1 Investor Note, such CP Conduit Purchaser or APA Bank has not engaged and will
not engage in a general solicitation or general advertising including advertisements, articles,
notices or other communications published in any newspaper, magazine or similar media or broadcast
over radio or television, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.


SECTION 12.12. Adjustments; Set-off. (a) If any CP Conduit Purchaser or APA
Bank in a Purchaser Group (a “Benefitted Purchaser Group”) shall at any time receive in
respect of its Purchaser Group Invested Amount any distribution of principal, interest, Commitment
Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off or otherwise) in a greater proportion than any such distribution received
by any other Purchaser Group, if any, in respect of such other Purchaser Group’s Purchaser Group
Invested Amount, or interest thereon, such Benefitted Group Purchaser shall purchase for cash from
the other Purchaser Group such portion of such other Purchaser Group’s interest in the Series
2005-1 Investor Notes, or shall provide such other Purchaser Group with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Purchaser Group
to share the excess payment or benefits of such collateral or proceeds ratably with the other
Purchaser Group; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Purchaser Group, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,
but without interest. The Issuer agrees that any Purchaser Group so purchasing a portion of
another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion as fully as if such
Purchaser Group were the direct holder of such portion.


(b)      In addition to any rights and remedies of the Purchaser Groups provided by law, each CP
Conduit Purchaser and each APA Bank shall have the right, without prior notice to the Issuer, any
such notice being expressly waived by the Issuer to the extent permitted by applicable law, upon
any amount becoming due and payable by the Issuer hereunder or under the Series 2005-1 Investor
Notes to set-off and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such CP Conduit Purchaser or such
APA Bank to or for the credit or the account of the Issuer. Each CP Conduit Purchaser and each APA
Bank agrees promptly to notify the Issuer and the Administrative Agent after any such set-off and
application made by such Person; provided that the failure to give such notice shall not
affect the validity of such set-off and application.


SECTION 12.13. Counterparts. This Indenture Supplement may be executed in any
number of counterparts and by the different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement.












 



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SECTION 12.14. No Bankruptcy Petition. (a) Each of the Administrative Agent,
the CP Conduit Purchasers, the APA Banks and the Funding Agents hereby covenants and agrees that,
prior to the date which is one year and one day after the later of (i) the last day of the Series
2005-1 Amortization Period and (ii) the last day of the amortization period of any other
Outstanding Series, it will not institute against, or join any other Person in instituting against,
the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other similar proceedings under any federal or state bankruptcy or similar law.


(b)      The Issuer, the Administrator, the Indenture Trustee, the Administrative Agent, each
Funding Agent and each APA Bank hereby covenants and agrees that, prior to the date which is one
year and one day after the payment in full of all outstanding Commercial Paper issued by, or for
the benefit of, a CP Conduit Purchaser, it will not institute against, or join any other Person in
instituting against, such CP Conduit Purchaser (or the Person issuing Commercial Paper for the
benefit of such CP Conduit Purchaser) any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or
similar law.


(c)      The Issuer, the Administrator, the Indenture Trustee, the Administrative Agent, each CP
Conduit Purchaser, each APA Bank and each Funding Agent hereby covenants and agrees that, prior to
the date which is one year and one day after payment in full of all obligations under each
Securitization, it will not institute against, or join any other Person in instituting against, the
Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member
of any Special Purpose Entity that is a partnership or limited liability company, respectively, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings
under any federal or state bankruptcy or similar law.


(d)      This covenant shall survive the termination of this Indenture Supplement and the Base
Indenture and the payment of all amounts payable hereunder and thereunder.


SECTION 12.15. SUBIs. The Issuer, the Administrator, the Administrative Agent, each CP Conduit Purchaser, each
APA Bank and each Funding Agent hereby represents, warrants and covenants that (a) each of the
Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided
in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801
et seq., (b)(i) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or
the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet
Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio
and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to any other SUBI (used in this Section as defined in the Origination Trust
Agreement), any other SUBI Portfolio (used in this Section as defined in the Origination Trust
Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or
the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the
extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease
SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities,
expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI,
respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the
Lease SUBI, the Fleet Receivable SUBI or the Lease











 





81


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.


SECTION 12.16. Discharge of Indenture. Notwithstanding anything to the
contrary contained in the Base Indenture, no discharge of the Indenture pursuant to Section
12.1(b) of the Base Indenture will be effective as to the Series 2005-1 Investor Notes without
the consent of the Series 2005-1 Required Investor Noteholders.


SECTION 12.17. Duration of Indenture Trustee’s Obligations. Notwithstanding
the earlier payment in full of all principal and interest due to the Series 2005-1 Investor
Noteholders and all other amounts owing to the Series 2005-1 Investor Noteholders under the terms of this Indenture Supplement, the Issuer, the
Administrator and the Indenture Trustee shall comply with their respective obligations under
Sections 5A.1, 5A.2, 5A.4, 5A.5(d) and (e), 5A.8,
5A.9, 5A.10, 5A.12 and Article 6 until the termination of the
Series 2005-1 Amortization Period.


SECTION 12.18. Limited Recourse. (a) Notwithstanding anything to the contrary
contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are
solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as
funds are received by or are available to such CP Conduit Purchaser in excess of funds
necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not
available to pay such obligations, the claims relating thereto shall not constitute a claim against
such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment
of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party
against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its
Commercial Paper.


(b)      No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser
contained herein shall be had against any incorporator, stockholder, officer, director, employee or
agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to
such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Indenture Supplement is solely a corporate












 





82


obligation of such CP Conduit
Purchaser individually, and that no personal liability whatever shall attach to or be incurred by
any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser,
its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its
Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the
obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches by such CP Conduit
Purchaser of any of such obligations, covenants or agreements, either at common law or at equity,
or by statute, rule or regulation, of every such incorporator, stockholder, officer, director,
employee or agent is hereby expressly waived as a condition of and in consideration for the
execution of this Indenture Supplement; provided that the foregoing shall not relieve any
such Person from any liability it might otherwise have as a result of fraudulent actions taken or
omissions made by them. The provisions of this Section 12.18 shall survive termination of this
Indenture Supplement.


SECTION 12.19. Waiver of Setoff. Notwithstanding any other provision of this
Indenture Supplement or any other agreement to the contrary, all payments to the Purchasers
hereunder shall be made without set-off or counterclaim.


SECTION 12.20. Conflict of Instructions. In the event the Issuer and the
Administrator shall have delivered conflicting instructions to the Indenture Trustee or the
Administrative Agent to take or refrain from taking action hereunder, the Indenture Trustee or the Administrative Agent, as the case may be, shall
follow the instructions of the Issuer.


SECTION 12.21. JPMorgan Chase Conflict Waiver. JPMorgan Chase acts as
Indenture Trustee, the Funding Agent with respect to Preferred Receivables Funding Corporation
(“Conduit) and as administrative agent for Conduit, as issuing and paying agent for Conduit’s
Commercial Paper, as provider of other backup facilities for Conduit, and may provide other
services or facilities from time to time (the “JPMorgan Chase Roles”). Each of the parties
hereto hereby acknowledges and consents to any and all JPMorgan Chase Roles, waives any objections
it may have to any actual or potential conflict of interest caused by JPMorgan Chase’s acting as
the Indenture Trustee, the Funding Agent with respect to Conduit or as the APA Bank with respect to
Conduit and acting as or maintaining any of the JPMorgan Chase Roles, and agrees that in connection
with any JPMorgan Chase Role, JPMorgan Chase may take, or refrain from taking, any action which it
in its discretion deems appropriate.


SECTION 12.22. Confidential Information.


(a)      The Indenture Trustee and each Series 2005-1 Investor Noteholder will maintain the
confidentiality of all Confidential Information in accordance with procedures adopted by the
Indenture Trustee or such Series 2005-1 Investor Noteholder in good faith to protect Confidential
Information of third parties delivered to such Person; provided, that such Person may deliver or
disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees,
agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential
the Confidential Information substantially in accordance with the terms of this Section
12.22; (ii) such Person’s financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the terms of this
Section 12.22; (iii) any other Series 2005-1 Investor Noteholder; (iv) any Person of












 





83


the
type that would, to such Person’s knowledge, be permitted to acquire Series 2005-1 Investor Notes
in accordance with the requirements of the Indenture to which such Person sells or offers to sell
any such Series 2005-1 Note or any part thereof or any participation therein that agrees to hold
confidential the Confidential Information substantially in accordance with this Section
12.22 (or in accordance with such other confidentiality procedures as are acceptable to the
Issuer); (v) any federal or state or other regulatory, governmental or judicial authority having
jurisdiction over such Person; (vi) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that requires access to
information about the investment portfolio of such Person; (vii) any reinsurers or liquidity or
credit providers that agree to hold confidential the Confidential Information substantially in
accordance with this Section 12.22 (or in accordance with such other confidentiality
procedures as are acceptable to the Issuer); (viii) any Person acting as a placement agent or
dealer with respect to any Commercial Paper (provided that any Confidential Information provided to
any such placement agent or dealer does not reveal the identity of PHH or any of its Affiliates);
(ix) any other Person with the consent of the Issuer; or (x) any other Person to which such
delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule,
regulation, statute or order applicable to such Person, (B) in response to any subpoena or other
legal process upon prior notice to the Issuer (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to
which such Person is a party upon prior notice to the Issuer (unless prohibited by applicable law,
rule, order or decree or other requirement having the force of law) or (D) if an Amortization Event
has occurred and is continuing, to the extent such Person may reasonably determine such delivery
and disclosure to be necessary or appropriate in the enforcement or for the protection of the
rights and remedies under the Series 2005-1 Investor Notes, the Indenture or any other Related
Document; and provided, further, however, that delivery to Series 2005-1 Investor Noteholders of
any report or information required by the terms of the Indenture to be provided to Series 2005-1
Investor Noteholders shall not be a violation of this Section 12.22. Each Series 2005-1
Investor Noteholder agrees, except as set forth in clauses (v), (vi) and (x) above, that it shall
use the Confidential Information for the sole purpose of making an investment in the Series 2005-1
Investor Notes or administering its investment in the Series 2005-1 Investor Notes. In the event
of any required disclosure of the Confidential Information by such Series 2005-1 Investor
Noteholder, such Series 2005-1 Investor Noteholder agrees to use reasonable efforts to protect the
confidentiality of the Confidential Information. Each Series 2005-1 Investor Noteholder, by its
acceptance of a Series 2005-1 Note, will be deemed to have agreed to be bound by and to be entitled
to the benefits of this Section 12.22.


(b)      For the purposes of this Section 12.22, “Confidential Information” means
information delivered to the Indenture Trustee or any Series 2005-1 Investor Noteholder by or on
behalf of the Issuer in connection with and relating to the transactions contemplated by or
otherwise pursuant to the Indenture and the Transaction Documents; provided, that such term does
not include information that: (i) was publicly known or otherwise known to the Indenture Trustee
or such Series 2005-1 Investor Noteholder prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Indenture Trustee, any Series 2005-1
Investor Noteholder or any person acting on behalf of the Indenture Trustee or any Series 2005-1
Investor Noteholder; (iii) otherwise is known or becomes known to the Indenture Trustee or any
Series 2005-1 Investor Noteholder other than (x) through disclosure by the Issuer












 





84


or (y) as a
result of the breach of a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv)
is allowed to be treated as non-confidential by consent of the Issuer.












 






IN WITNESS WHEREOF, the Issuer, the Administrator, the Administrative Agent, the CP Conduit
Purchasers, the APA Banks, the Funding Agents and the Indenture Trustee have caused this Indenture
Supplement to be duly executed by their respective officers hereunto duly authorized as of the day
and year first above written.


	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	/s/ Joseph W. Weikel
 	 
	 	 	Name:  	Joseph W. Weikel 	 
	 	 	Title:  	Manager, Senior Vice President, General

Counsel and Assistant Secretary 	 
	 



	 	 	 	 	 
	 	PHH VEHICLE MANAGEMENT SERVICES, LLC

 	 
	 	By:  	/s/ Neil J. Cashen
 	 
	 	 	Name:  	Neil J. Cashen 	 
	 	 	Title:  	Executive Vice President and Chief
Operating Officer 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent

 	 
	 	By:  	/s/ Daniel J. Clarke, Jr.
 	 
	 	 	Name:  	Daniel J. Clarke, Jr. 	 
	 	 	Title:  	Managing Director, Capital Markets 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture Trustee

 	 
	 	By:  	/s/ James P. Bowden
 	 
	 	 	Name:  	James P. Bowden 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	PREFERRED RECEIVABLES FUNDING CORPORATION, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Daniel J. Clarke, Jr.
 	 
	 	 	Name:  	Daniel J. Clarke, Jr. 	 
	 	 	Title:  	Managing Director, Capital Markets 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as an APA Bank

 	 
	 	By:  	/s/ Daniel J. Clarke, Jr.
 	 
	 	 	Name:  	Daniel J. Clarke, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Funding Agent

 	 
	 	By:  	/s/ Daniel J. Clarke, Jr.
 	 
	 	 	Name:  	Daniel J. Clarke, Jr. 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



SCHEDULE I TO SERIES 2005-1

INDENTURE SUPPLEMENT



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Maximum	 	 
	 	 	 	 	 	 	 	 	 	 	Purchaser	 	 
	CP Conduit	 	 	 	APA Bank	 	Funding	 	Group Invested	 	Match
	Purchaser	 	APA Bank	 	Percentage	 	Agent	 	Amount	 	Funding
	Preferred

Receivables Funding

Corporation

	 	JPMorgan Chase

Bank, National

Association

1 Bank One Plaza

Chicago, IL 60670
	 	 	100	%	 	JPMorgan Chase
Bank, N.A.
	 	$100,000,000
	 	No






 









 





EXHIBIT A

TO SERIES 2005-1

INDENTURE SUPPLEMENT



CHESAPEAKE FUNDING LLC




SERIES 2005-1 VARIABLE FUNDING INVESTOR NOTE




FLOATING RATE ASSET

BACKED VARIABLE FUNDING INVESTOR NOTES



CHESAPEAKE FUNDING LLC, a special purpose limited liability company established under the laws
of Delaware (the “Issuer”), for value received, hereby promises to pay to                     , as
Funding Agent, or registered assigns, the principal sum of (a) $[                    ] or, if less, (b)
the outstanding Purchaser Group Invested Amount for the related Purchaser Group, which principal
sum shall be payable in the amounts and at the times set forth in the Indenture described herein,
provided, however, that the entire unpaid principal amount of this Series 2005-1
Investor Note shall be due on the Final Maturity Date. The Issuer will pay interest on the
outstanding principal amount of this Series 2005-1 Investor Note at the Series 2005-1 Note Rate.
Such interest shall be payable on each Payment Date until the principal of this Series 2005-1
Investor Note is paid or made available for payment, to the extent funds are available in the
Series 2005-1 Distribution Account in respect of the Series 2005-1 Monthly Interest. Interest on
this Series 2005-1 Investor Note will accrue for each Series 2005-1 Interest Period in an amount
equal to the product of (i) the Series 2005-1 Note Rate for such Series 2005-1 Interest Period,
(ii) the average daily Series 2005-1 Invested Amount during such Series 2005-1 Interest Period, and
(iii) the actual number of days elapsed in such Series 2005-1 Interest Period divided by 360.
Additional Interest will be payable on this Series 2005-1 Investor Note to the extent set forth in
the Indenture. The principal amount of this Series 2005-1 Investor Note shall be subject to
Increases and Decreases on any Business Day as set forth in the Indenture, and accordingly, such
principal amount is subject to prepayment at any time. Prior to the commencement of the Series
2005-1 Amortization Period, other than as a result of a Decrease, only interest payments on the
outstanding principal amount of the Series 2005-1 Investor Note are required to be made to the
holder hereof. Beginning on the first Payment Date following the commencement of the Series 2005-1
Amortization Period, subject to Decreases on any Business Day, the principal of this Series 2005-1
Investor Note shall be paid in installments on each subsequent Payment Date to the extent of funds
available for payment therefor pursuant to the Indenture. Such principal of and interest on this
Series 2005-1 Investor Note shall be paid in the manner specified on the reverse hereof.


The principal of and interest on this Series 2005-1 Investor Note are payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this Series 2005-1
Investor Note shall be applied first to interest due and payable on this Series 2005-



A-1









 






1 Investor Note as provided above and then to the unpaid principal of this Series 2005-1
Investor Note. This Series 2005-1 Investor Note does not represent an interest in, or an obligation
of, PHH Vehicle Management Services, LLC (“VMS”) or any affiliate of VMS other than the Issuer.


Reference is made to the further provisions of this Series 2005-1 Investor Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Series 2005-1 Investor Note. Although a summary of certain provisions of the Indenture are set
forth below and on the reverse hereof and made a part hereof, this Series 2005-1 Investor Note does
not purport to summarize the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and
the rights, duties and obligations of the Issuer, and the Indenture Trustee. A copy of the
Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: 4 New
York Plaza, 6th Floor, New York, New York 10004 Attention: Institutional Trust
Services. To the extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Indenture.


Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Series 2005-1 Investor Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


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


	 	 	 	 	 
	Date:  July 15, 2005 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-2









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Series 2005-1 Investor Notes of a series issued under the within-mentioned
Indenture.


	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	                     	 
	 	 	Authorized Signature 	 
	 




A-3









 





REVERSE OF SERIES 2005-1 INVESTOR NOTE




This Series 2005-1 Floating Rate Asset Backed Variable Funding Investor Note is one of a duly
authorized issue of Series 2005-1 Investor Notes of the Chesapeake Funding LLC (the
“Issuer”) designated its “Series 2005-1 Floating Rate Asset Backed Variable Funding
Investor Notes” (herein called the “Series 2005-1 Investor Notes”), all issued under (i) a
Base Indenture dated as of June 30, 1999, as amended (such Base Indenture, as further amended or
modified, is herein called the “Base Indenture”), between the Issuer and JPMorgan Chase
Bank, National Association (formerly known as JPMorgan Chase Bank) (“JPMorgan Chase”), as
indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture
Trustee under the Base Indenture), and (ii) a Series 2005-1 Indenture Supplement dated as of July
15, 2005 (as amended or modified, the “Series 2005-1 Indenture Supplement”) among the
Issuer, PHH Vehicle Management Services, LLC, as Administrator, JPMorgan Chase, as Administrative
Agent, the CP Conduit Purchasers, APA Banks, and Funding Agents named therein, and JPMorgan Chase,
as Indenture Trustee. The Base Indenture and the Series 2005-1 Indenture Supplement are referred to
herein as the “Indenture”. The Series 2005-1 Investor Notes are subject to all terms of
the Indenture. All terms used in this Series 2005-1 Investor Note that are defined in the
Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented, modified or amended.


The Series 2005-1 Investor Notes are and will be equally and ratably secured by the Series
2005-1 Collateral pledged as security therefor as provided in the Indenture and the Series 2005-1
Indenture Supplement.


“Payment Date” means the 7th day of each month, or, if such date is not a
Business Day, the next succeeding Business Day, commencing August 8, 2005.


“Series 2005-1 Interest Period” means a period commencing on and including a Payment
Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2005-1 Interest Period shall commence on
and include the Series 2005-1 Closing Date and end on and include August 7, 2005.


As described above, principal of this Series 2005-1 Investor Note shall be payable in the
amounts and at the times set forth in the Indenture, provided, however, the entire
unpaid principal amount of this Series 2005-1 Investor Note shall be due and payable on the Final
Maturity Date. Notwithstanding the foregoing, principal on the Series 2005-1 Investor Notes will be
paid earlier during the Series 2005-1 Amortization Period or as a result of a Decrease, each as
described in the Indenture. All principal payments on the Series 2005-1 Investor Notes shall be
made pro rata to the Noteholders entitled thereto.


Payments of interest on this Series 2005-1 Investor Note due and payable on each Payment Date,
together with the installment of principal then due, if any, and any payments of principal made on
any Business Day in respect of any Decrease, to the extent not in full payment of this Series
2005-1 Investor Note, shall be made by wire transfer to the Holder of record of this Series 2005-1
Investor Note (or one or more predecessor Series 2005-1 Investor Notes) on the Note Register as of
the close of business on each Record Date. Any reduction in the principal amount of this Series
2005-1 Investor Note (or any one or more predecessor Series 2005-1 Investor Notes) effected by any
payments made in accordance with the terms hereof and of the



A-4









 






Indenture shall be binding upon all future Holders of this Series 2005-1 Investor Note and of
any Series 2005-1 Investor Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted thereon.


The Issuer shall pay interest on overdue installments of interest at the Alternate Base Rate
plus 2% to the extent lawful.


This Series 2005-1 Note is nontransferable except in accordance with the Series 2005-1
Indenture Supplement.


Each Series 2005-1 Investor Noteholder, by acceptance of a Series 2005-1 Investor Note, hereby
covenants and agrees that, prior to the date which is one year and one day after the later of (i)
the last day of the Series 2005-1 Amortization Period and (ii) the last day of the amortization
period of any other Outstanding Series, it will not institute against, or join any other Person in
instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or
similar law.


Each Series 2005-1 Investor Noteholder, by acceptance of a Series 2005-1 Investor Note, hereby
covenants and agrees that, prior to the date which is one year and one day after the payment in
full of all outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser,
it will not institute against, or join any other Person in instituting against, such CP Conduit
Purchaser (or the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any federal or state bankruptcy or similar law.


Each Series 2005-1 Investor Noteholder, by acceptance of a Series 2005-1 Investor Note, hereby
covenants and agrees that, prior to the date which is one year and one day after payment in full of
all obligations under each Securitization, it will not institute against, or join any other Person
in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any
general partner or single member of any Special Purpose Entity that is a partnership or limited
liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.


Each Series 2005-1 Investor Noteholder, by acceptance of a Series 2005-1 Investor Note, hereby
represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is
a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title
12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect
to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable
against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against
any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in
this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in
this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall
be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not
against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets
with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be
subject to the claims, debts, liabilities, expenses or obligations



A-5









 






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


It is the intent of the Issuer and each Series 2005-1 Investor Noteholder that, for Federal,
state and local income and franchise tax purposes, the Series 2005-1 Investor Notes will evidence
indebtedness of the Issuer secured by the Series 2005-1 Collateral. Each Series 2005-1 Investor
Noteholder, by the acceptance of this Series 2005-1 Investor Note, agrees to treat this Series
2005-1 Investor Note for Federal, state and local income and franchise tax purposes as indebtedness
of the Issuer.


The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Series 2005-1 Investor Notes under the Indenture at any time by the Issuer, the Administrator and
the Indenture Trustee, with the consent of the Series 2005-1 Required Investor Noteholders. The
Indenture also contains provisions permitting the Holders of Series 2005-1 Investor Notes
representing specified percentages of the aggregate outstanding amount of the Series 2005-1
Investor Notes, on behalf of the Holders of all the Series 2005-1 Investor Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Series
2005-1 Investor Note (or any one or more predecessor Series 2005-1 Investor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Series 2005-1 Investor
Note and of any Series 2005-1 Investor Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon
this Series 2005-1 Investor Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Investor Notes issued thereunder.


The term “Issuer” as used in this Series 2005-1 Investor Note includes any successor to the
Issuer under the Indenture.



A-6









 




This Series 2005-1 Investor Note and the Indenture shall be construed in accordance with the
law of the State of New York and the obligations, rights and remedies of the parties hereunder and
thereunder shall be determined in accordance with such law.


No reference herein to the Indenture and no provision of this Series 2005-1 Investor Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and interest on this Series 2005-1 Investor Note at the times, place, and
rate, and in the coin or currency herein prescribed, subject to any duty of the Issuer to deduct or
withhold any amounts as required by law, including any applicable U.S. withholding taxes.



A-7









 





EXHIBIT B

TO SERIES 2005-1

INDENTURE SUPPLEMENT



FORM OF NOTICE OF INCREASE



                    ,                          



JPMorgan Chase Bank, National Association

4 New York Plaza, 6th Floor

New York, New York 10004

Telecopier:



Ladies and Gentlemen:


Reference is hereby made to the Series 2005-1 Indenture Supplement dated as of July 15, 2005
(as amended, modified, restated or supplemented, the “Indenture Supplement”) among
Chesapeake Funding LLC (the “Issuer”), PHH Vehicle Management Services LLC, as
Administrator, JPMorgan Chase Bank, National Association, as Administrative Agent, the CP Conduit
Purchasers, APA Banks and Funding Agents named therein and JPMorgan Chase Bank, National
Association, as Indenture Trustee (the “Indenture Trustee”), to the Base Indenture dated as
of June 30, 1999 as amended, between the Issuer and the Indenture Trustee. Capitalized terms used
in this Notice of Increase and not otherwise defined herein shall have the meanings assigned
thereto in the Indenture Supplement.


This letter constitutes the notice required in connection with [the Series 2005-1 Initial
Funding Date] [any Increase] pursuant to Section 2.3(a) of the Indenture Supplement.


The Issuer hereby requests that [the initial funding of the Series 2005-1 Investor Notes] [an
Increase] be made by each Purchaser Group on                     ,       in the aggregate amount equal to
its Commitment Percentage of $                    .


The Issuer hereby represents and warrants as of [the Series 2005-1 Initial Funding Date] [the
date of such Increase] after giving effect thereto, the conditions set forth in Sections 2.3(a) and
(c) of the Indenture Supplement with respect to [the initial funding of the Series 2005-1 Investor
Notes] [such Increase] have been satisfied.



B-1









 




IN WITNESS WHEREOF, the undersigned has caused this Increase Notice to be executed by its duly
authorized officer as of the date first above written.


	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	
 
	 
	 	 	Title:  	 	 
	 






		
	cc: 	JPMorgan Chase Bank,

National Association, as Indenture Trustee






B-2









 








EXHIBIT D

TO SERIES 2005-1

INDENTURE SUPPLEMENT



FORM OF TRANSFER SUPPLEMENT




TRANSFER SUPPLEMENT, dated as of                           ,       among [NAME OF APA BANK] (the
“Transferor”), each purchaser listed as an Acquiring APA Bank on the signature pages hereof
(each, an “Acquiring APA Bank”), the Funding Agent with respect to such Acquiring APA Bank
listed in the signature pages hereof (each, a “Funding Agent”), CHESAPEAKE FUNDING LLC, a
Delaware limited liability company (the “Issuer”), JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) and PHH
VEHICLE MANAGEMENT SERVICES LLC, as Administrator (in such capacity, the “Administrator”).



W I T N E S S E T H :



WHEREAS, this Transfer Supplement is being executed and delivered in accordance with
subsection 12.10(c) of the Series 2005-1 Indenture Supplement dated as of July 15, 2005 (as from
time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the
“Indenture Supplement”; terms defined therein being used herein as therein defined) among
the Issuer, the Administrator, the CP Conduits, the APA Banks and the Funding Agents from time to
time parties thereto, the Administrative Agent and JPMorgan Chase Bank, National Association, as
Indenture Trustee (the “Indenture Trustee”), to the Base Indenture dated as of June 30,
1999, as amended (as the same may be from time to time further amended, supplemented or otherwise
modified, the “Base Indenture” and, together with the Indenture Supplement, the
“Indenture”), between the Issuer and the Indenture Trustee;


WHEREAS, each Acquiring APA Bank (if it is not already an existing APA Bank) wishes to become
an APA Bank party to the Indenture Supplement; and


WHEREAS, the Transferor is selling and assigning to each Acquiring APA Bank, rights,
obligations and commitments under the Indenture Supplement and the Series 2005-1 Investor Notes;


NOW, THEREFORE, the parties hereto hereby agree as follows:


1.      Upon the execution and delivery of this Transfer Supplement by each Acquiring APA Bank,
each Funding Agent, the Transferor, the Issuer, the Administrator and the Administrative Agent (the
date of such execution and delivery, the “Transfer Effective Date”), each Acquiring APA
Bank shall be an Acquiring APA Bank party to the Indenture Supplement



D-1









 






for all purposes thereof and shall be entitled to all of the respective rights and privileges,
and subject to all of the respective duties and obligations thereof.


2.      The Transferor acknowledges receipt from each Acquiring APA Bank of an amount equal to the
purchase price, as agreed between the Transferor and such Acquiring APA Bank and set forth on
Schedule I hereto (the “Purchase Price”), for the percentage being purchased by such
Acquiring APA Bank set forth on Schedule I hereto (such Acquiring APA Bank’s “Purchased
Percentage”) of the Transferor’s APA Bank Percentage of the Maximum Purchaser Group Invested
Amount with respect to the Purchaser Group of which the Transferor is a member under the Indenture
Supplement [ADD IF APPLICABLE: and the Transferor’s APA Bank Percentage of the APA Bank Funded
Amount with respect to such Purchaser Group] [, in each case,] in the amount set forth on Schedule
I hereto. The Transferor hereby irrevocably sells, assigns and transfers to each Acquiring APA
Bank, without recourse, representation or warranty (other than as set forth below), and each
Acquiring APA Bank hereby irrevocably purchases, takes and assumes from the Transferor, such
Acquiring APA Bank’s Purchased Percentage of the Transferor’s APA Bank Percentage of the Maximum
Purchaser Group Invested Amount with respect to the Purchaser Group of which the Transferor is a
member under the Indenture Supplement [ADD IF APPLICABLE: and the Transferor’s APA Bank Percentage
of the APA Bank Funded Amount with respect to such Purchaser Group].


3.      From and after the Transfer Effective Date, amounts that would otherwise be payable to or
for the account of the Transferor in respect of each Acquiring APA Bank’s Purchased Percentage of
the Transferor’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount with respect to
the Purchaser Group of which the Transferor is a member [and the Transferor’s APA Bank Percentage
of the APA Bank Funded Amount with respect to such Purchaser Group] pursuant to the Indenture
Supplement shall, instead, be payable to or for the account of such Acquiring APA Bank. The
Transferor and each Acquiring APA Bank hereby agree that all Commitment Fees that accrued prior to
the Transfer Effective Date in respect of such Acquiring APA Bank’s Purchased Percentage of the
Transferor’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount with respect to the
Purchaser Group of which the Transferor is a member [and all Series 2005-1 Monthly Interest that
accrued prior to the Transfer Effective Date in respect of such Acquiring APA Bank’s Purchased
Percentage of the Transferor’s APA Bank Percentage of the APA Bank Funded Amount with respect to
such Purchaser Group] shall be payable by the Administrative Agent to the Transferor on the
[   ] Payment Date.


4.      Each of the parties to this Transfer Supplement agrees that at any time and from time to
time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Transfer Supplement.


5.      By executing and delivering this Transfer Supplement, the Transferor and each Acquiring APA
Bank confirm to and agree with each other and the APA Banks as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor makes no



D-2









 






representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Indenture Supplement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture,
the Series 2005-1 Investor Notes, the Transaction Documents or any instrument or document furnished
pursuant thereto; (ii) the Transferor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Issuer, SPV, VMS or the Origination
Trust or the performance or observance by the Issuer, SPV, VMS or the Origination Trust of any of
their obligations under the Indenture, the Transaction Documents or any other instrument or
document furnished pursuant hereto; (iii) each Acquiring APA Bank confirms that it has received a
copy of the Indenture and such other Transaction Documents and other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into this Transfer
Supplement; (iv) each Acquiring APA Bank will, independently and without reliance upon the
Administrative Agent, the Transferor or any other member of a Purchaser Group and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Indenture; (v) each Acquiring APA Bank appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Indenture Supplement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto, all in accordance
with Article 10 of the Indenture Supplement; (vi) each Acquiring APA Bank agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Indenture
are required to be performed by it as an Acquiring APA Bank and (vii) each Acquiring APA Bank
confirms that it is an Eligible Assignee.


6.      Schedule I hereto sets forth the Transferor’s revised APA Bank Percentage of the Maximum
Purchaser Group Invested Amount of the Purchaser Group of which the Transferor is a member [and] [,
the Transferor’s revised APA Bank Percentage of the APA Bank Funded Amount of such Purchaser
Group], the Acquiring APA Bank’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount
of such Purchaser Group [and the Acquiring APA Bank’s APA Bank Percentage of the APA Bank Funded
Amount of such Purchaser Group] as well as administrative information with respect to the Acquiring
APA Bank.


7.      From and after the Transfer Effective Date, (a) the Acquiring APA Bank shall be a party to
the Indenture Supplement and, to the extent provided in this Transfer Supplement, have the rights
and obligations of an APA Bank thereunder and shall be bound by the provisions thereof and (b) the
Transferor shall, to the extent provided in this Transfer Supplement, relinquish its rights and be
released from its obligations under the Indenture Supplement.


8.      This Transfer Supplement shall be governed by, and construed in accordance with, the laws
of the State of New York.



D-3









 




IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be executed by
their respective duly authorized officers as of the date first set forth above.


	 	 	 	 	 
	 	[NAME OF SELLING APA BANK], as Transferor

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Title:  	Name: 
 
	 
	 



	 	 	 	 	 
	 	[NAME OF ACQUIRING APA BANK], as Acquiring APA Bank

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Title:  	Name: 
 
	 
	 



	 	 	 	 	 
	 	[NAME OF FUNDING AGENT, as Funding Agent

 	 
	 	By:  	 	 
	 	 	Name:  	
 
	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	CONSENTED AND ACKNOWLEDGED:
	 
	 	 	 	 
	CHESAPEAKE FUNDING LLC
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






D-4









 






	 	 	 	 	 
	PHH VEHICLE MANAGEMENT SERVICES LLC,
	as Administ

	 	rator	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK,
	NATIONAL A

	 	SSOCIATION, as Administrative Agent	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







D-5










 






SCHEDULE I

TO TRANSFER SUPPLEMENT

RELATING TO THE SERIES 2005-1 INDENTURE SUPPLEMENT, DATED AS OF July 15, 2005

AMONG CHESAPEAKE FUNDING LLC,

PHH VEHICLE MANAGEMENT SERVICES, LLC, AS ADMINISTRATOR,

THE CP CONDUIT PURCHASERS NAMED THEREIN,

THE APA BANKS NAMED THEREIN,

THE FUNDING AGENTS NAMED THEREIN,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT, AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS INDENTURE TRUSTEE,

TO THE BASE INDENTURE, DATED AS OF JUNE 30, 1999, AS AMENDED, 

BETWEEN CHESAPEAKE FUNDING LLC AND

JPMORGAN CHASE BANK , NATIONAL ASSOCIATION,

AS INDENTURE TRUSTEE





 



Name of Transferor:



Name of Acquiring APA Bank:



Transfer Effective Date:



Purchased Percentage:



Purchase Price:


Transferor’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount Assigned/Acquiring
APA Bank’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount:


[Transferor’s APA Bank Percentage of the APA Bank Funded Amount Assigned/Acquiring APA Bank’s APA
Bank Percentage of the APA Bank Funded Amount: ]


Acquiring APA Bank’s APA Bank Percentage:


Revised Transferor’s APA Bank Percentage:


Acquiring APA Bank’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount:


Revised Transferor’s APA Bank Percentage of the Maximum Purchaser Group Invested Amount:


Address of Acquiring APA Bank:



D-6









 





EXHIBIT E

TO SERIES 2005-1

INDENTURE SUPPLEMENT



FORM OF PURCHASER GROUP SUPPLEMENT



PURCHASER
GROUP SUPPLEMENT, dated as of
                ,
       among [NAME OF CP CONDUIT
PURCHASER] and [NAME OF APA BANK[S]] (collectively, the “Transferor Purchaser Group”), the
CP Conduit Purchaser and the APA Bank or Banks listed as the Acquiring Purchasers on the signature
pages hereof (collectively, the “Acquiring Purchaser Group”), the Funding Agent with
respect to such Acquiring Purchaser Group listed in the signature pages hereof (a “Funding
Agent”), CHESAPEAKE FUNDING LLC, a Delaware limited liability company (the “Issuer”),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the
“Administrative Agent”), and PHH VEHICLE MANAGEMENT SERVICES, LLC, as Administrator (in
such capacity, the “Administrator”).



W I T N E S S E T H:



WHEREAS, this Purchaser Supplement is being executed and delivered in accordance with Section
12.10(e) of the Series 2005-1 Indenture Supplement dated as of July 15, 2005 (as from time to time
amended, supplemented or otherwise modified in accordance with the terms thereof, the
“Indenture Supplement”; terms defined therein being used herein as therein defined) among
the Issuer, the Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents from
time to time parties thereto, the Administrative Agent and JPMorgan Chase Bank, National
Association, as Indenture Trustee (the “Indenture Trustee”), to the Base Indenture dated as
of June 30, 1999, as amended (as the same may be from time to time further amended, supplemented or
otherwise modified, (the “Base Indenture” and, together with the Indenture Supplement, the
“Indenture”), between the Issuer and the Indenture Trustee;


WHEREAS, the Acquiring Purchaser Group wishes to become a CP Conduit Purchaser and the APA
Bank[s] with respect to such CP Conduit Purchaser and party to the Indenture Supplement; and


WHEREAS, the Transferor Purchaser Group is selling and assigning to the Acquiring Purchaser
Group a portion of their respective rights, obligations and commitments under the Indenture
Supplement and the Series 2005-1 Investor Notes;


NOW, THEREFORE, the parties hereto hereby agree as follows:


1.      Upon the execution and delivery of this Purchaser Group Supplement by the Acquiring
Purchaser Group, the Funding Agent with respect thereto, the Transferor Purchaser Group, the
Issuer, the Administrator and the Administrative Agent (the date of such execution and delivery,
the “Transfer Effective Date”), the Acquiring Purchaser Group shall be a CP Conduit
Purchaser and the APA Bank with respect to such CP Conduit Purchaser under the



E-1









 




Indenture Supplement for all purposes thereof and shall be entitled to all of the respective
rights and privileges, and subject to all of the respective duties and obligations thereof.


2.      The Transferor Purchaser Group acknowledges receipt from the Acquiring Purchaser Group of
an amount equal to the purchase price, as agreed between the Transferor Purchaser Group and such
Acquiring Purchaser Group and set forth on Schedule I hereto (the “Purchase Price”), for
the percentage being purchased by such Acquiring Purchaser Group set forth on Schedule I hereto
(such Acquiring Purchaser Group’s “Purchased Percentage”) of the Transferor Purchaser
Group’s Maximum Purchaser Group Invested Amount and the Transferor Purchaser Group’s Purchaser
Group Invested Amount, in each case, in the amount set forth on Schedule I hereto. The Transferor
Purchaser Group hereby irrevocably sells, assigns and transfers to the Acquiring Purchaser Group,
without recourse, representation or warranty (other than as set forth below), and the Acquiring
Purchaser Group hereby irrevocably purchases, takes and assumes from the Transferor Purchaser
Group, the Purchased Percentage of the Transferor Purchaser Group’s Maximum Purchaser Group
Invested Amount and Purchaser Group Invested Amount under the Indenture Supplement.


3.      From and after the Transfer Effective Date, amounts that would otherwise be payable to or
for the account of the Transferor Purchaser Group in respect of the Purchased Percentage of the
Transferor Purchaser Group’s Maximum Purchaser Group Invested Amount and Purchaser Group Invested
Amount pursuant to the Indenture Supplement shall, instead, be payable to or for the account of the
Acquiring Purchaser Group. The Transferor Purchaser Group and the Acquiring Purchaser Group hereby
agree that all Commitment Fees that accrued prior to the Transfer Effective Date in respect of the
Purchased Percentage of the Transferor Purchaser Group’s Maximum Purchaser Group Invested Amount
and all Series 2005-1 Monthly Interest that accrued prior to the Transfer Effective Date in respect
of the Purchased Percentage of the Transferor Purchaser Group’s Purchaser Group Invested Amount
shall be payable by the Administrative Agent to the Transferor
Purchaser Group on the
[             ]
Payment Date.


4.      Each of the parties to this Purchaser Group Supplement agrees that at any time and from
time to time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Purchaser Group Supplement.


5.      By executing and delivering this Purchaser Group Supplement, the Transferor Purchaser Group
and the Acquiring Purchaser Group confirm to and agree with each other as follows: (i) other than
the representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor Purchaser Group makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Indenture Supplement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series
2005-1 Investor Notes, the Transaction Documents or any instrument or document furnished pursuant
thereto; (ii) the Transferor Purchaser Group makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Issuer, SPV, VMS or the Origination
Trust or the performance or observance by the



E-2









 




Issuer, SPV, VMS or the Origination Trust of any of their obligations under the Indenture, the
Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) each
Acquiring Purchaser Group confirms that it has received a copy of the Indenture and such other
Transaction Documents and other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Purchaser Group Supplement; (iv) each Acquiring
Purchaser Group will, independently and without reliance upon the Administrative Agent, the
Transferor Purchaser Group or any other Purchaser Group and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Indenture; (v) the Acquiring Purchaser Group appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers
under the Indenture Supplement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in accordance with Article 10
of the Indenture Supplement; (vi) each Acquiring Purchaser Group agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the Indenture are required
to be performed by it as an Acquiring Purchaser Group and (vii) each Acquiring Purchaser Group
confirms that it is an Eligible Assignee.


6.      Schedule I hereto sets forth the revised Maximum Purchaser Group Invested Amount and
Purchaser Group Invested Amount of the Transferor Purchaser Group and the Maximum Purchaser Group
Invested Amount and Purchaser Group Invested Amount of the Acquiring Purchaser Group as well as
administrative information with respect to the Acquiring Purchaser Group and its Funding Agent.


7.      From and after the Transfer Effective Date, (a) the Acquiring Purchaser Group shall be a
party to the Indenture Supplement and, to the extent provided in this Purchaser Group Supplement,
have the rights and obligations of a CP Conduit Purchaser and an APA Bank thereunder and shall be
bound by the provisions thereof and (b) the Transferor Purchaser Group shall, to the extent
provided in this Purchaser Group Supplement, relinquish its rights and be released from its
obligations under the Indenture Supplement.


8.      This Purchaser Group Supplement shall be governed by, and construed in accordance with, the
laws of the State of New York.



E-3









 




IN WITNESS WHEREOF, the parties hereto have caused this Purchaser Group Supplement to be
executed by their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	 	[Name of CP Conduit Purchaser], as Transferor
Purchaser
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 

	 	[Name of A
	 	PA Bank], as Transferor Purchaser
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 	 	[Name of CP Conduit Purchaser] as Acquiring Purchaser
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 	 	[Name of APA Bank], as Acquiring Purchaser
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 	 	[Name of Funding Agent], as Funding Agent
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






E-4









 





	 	 	 	 	 
	CONSENTED AND ACKNOWLEDGED:

CHESAPEAKE FUNDING LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:	 	 






E-5









 





SCHEDULE I

TO PURCHASER GROUP SUPPLEMENT

RELATING TO THE SERIES 2005-1 INDENTURE SUPPLEMENT, DATED AS OF JULY 15, 2005 AMONG

CHESAPEAKE FUNDING LLC,

PHH VEHICLE MANAGEMENT SERVICES, LLC, AS ADMINISTRATOR,

THE CP CONDUIT PURCHASERS NAMED THEREIN,

THE APA BANKS NAMED THEREIN,

THE FUNDING AGENTS NAMED THEREIN,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT, AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS INDENTURE TRUSTEE,

TO THE BASE INDENTURE, DATED AS OF JUNE 30, 1999, AS AMENDED,

BETWEEN CHESAPEAKE FUNDING LLC AND

JPMORGAN CHASE BANK , NATIONAL ASSOCIATION,

AS INDENTURE TRUSTEE





 



Name of Transferor Purchaser Group/CP Conduit Purchaser:


Name of Transferor Purchaser Group/APA Bank[s]:


Name of Acquiring Purchaser Group/CP Conduit Purchaser:


Name of Acquiring Purchaser Group/APA Bank[s]:


Transfer Effective Date:


Purchased Percentage:


Purchase Price:


Purchaser Group Invested Amount Assigned/Acquiring Purchaser Group’s Purchaser Group Invested
Amount:


Maximum Purchaser Group Invested Amount Assigned/Acquiring Purchaser Group’s Maximum Purchaser
Group Invested Amount:


APA Bank Percentage of each APA Bank in the Acquiring Purchaser Group:


Revised Purchaser Group Invested Amount of Transferor Purchaser Group:


Revised Maximum Purchaser Group Invested Amount of Transferor Purchaser Group:



E-6









 




Address of Acquiring Purchaser Group/CP Conduit Purchaser:


Address of Acquiring Purchaser Group/APA Bank[s]:


Address of Acquiring Purchaser Group’s Funding Agent:



E-7









 





EXHIBIT F

TO SERIES 2005-1

INDENTURE SUPPLEMENT



CHESAPEAKE FUNDING LLC,




as Issuer




and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Indenture Trustee




SUPPLEMENTAL INDENTURE No. [___]




Dated as of [______]




to




BASE INDENTURE




Dated as of June 30, 1999




Asset Backed Notes

(Issuable in Series)




F-1









 





TABLE OF CONTENTS




	 	 	 
	 	 	Page
	SECTION 1: CERTAIN DEFINED TERMS

	 	E-1
	 
	 	 
	SECTION 2: AMENDMENT TO BASE INDENTURE

	 	E-1
	 
	 	 
	Section 2.1 Amendment to Article 13

	 	E-1
	Section 2.2 Amendment to Schedule 1

	 	E-2
	 
	 	 
	SECTION 3: REPRESENTATIONS AND WARRANTIES

	 	E-3
	 
	 	 
	Section 3.1 Affirmation of Representations and Warranties

	 	E-4
	Section 3.2 LLC Agreement

	 	E-4
	Section 3.3 Binding Effect

	 	E-4
	Section 3.4 No Consent

	 	E-4
	 
	 	 
	SECTION 4: CONDITIONS PRECEDENT

	 	E-4
	 
	 	 
	SECTION 5: MISCELLANEOUS

	 	E-6
	 
	 	 
	Section 5.1 Duplicate Originals

	 	E-6
	Section 5.2 Ratification and Effect

	 	E-6
	Section 5.3 Severability of Provisions

	 	E-6
	Section 5.4 Counterparts

	 	E-6
	Section 5.5 Table of Contents, Headings, etc.

	 	E-6
	Section 5.6 Choice of Law

	 	E-6






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SUPPLEMENTAL
INDENTURE No.
[      ], dated as of
[            ],
[      ] (“Supplemental
Indenture”), to BASE INDENTURE, dated as of June 30, 1999, as amended by Supplemental Indenture
No. 1 thereto, dated as of October 28, 1999, Supplemental Indenture No. 2 thereto, dated as of May
27, 2003, Supplemental Indenture No. 3 thereto, dated as of June 18, 2003, and Supplemental
Indenture No. 4, dated as of July 31, 2003, between CHESAPEAKE FUNDING LLC, a special purpose,
limited liability company established under the laws of Delaware (the “Issuer”), and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“JPMorgan
Chase”), as trustee (in such capacity, the “Indenture Trustee”).



W I T N E S S E T H:



WHEREAS, the Issuer and JPMorgan Chase are parties to a Base Indenture, dated as of June 30,
1999, as supplemented by Supplemental Indenture No. 1 thereto, dated as of October 28, 1999,
Supplemental Indenture No. 2 thereto dated as of May 27, 2003, Supplemental Indenture No. 3
thereto, dated as of June 18, 2003, and Supplemental Indenture No. 4 thereto, dated as of July 31,
2003 (the “Base Indenture”);


WHEREAS, the Issuer desires to amend Schedule 1 to the Base Indenture to amend the definition
of “Overconcentration Amount;”


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


WHEREAS, JPMorgan 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


Certain capitalized terms used herein, and not defined herein, shall have the respective
meanings assigned to such terms in the Definitions List attached as Schedule 1 (the
“Definitions List”) to the Base Indenture, as such Definitions List may be hereafter
further amended or modified from time to time.


SECTION 2: AMENDMENT TO BASE INDENTURE


Section 2.1 Amendment to Article 13. Article 13 of the Base Indenture is hereby
amended by adding the following new Section 13.18:


“Section 13.18. Election of Overconcentration Option.



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Overconcentration
Option [      ] shall remain in effect until a different Overconcentration
Option shall become effective upon satisfaction of the following terms and conditions:


(a) the Issuer shall have given prior written notice to the Indenture Trustee
of its selection of a different Overconcentration Option specifying in such notice
the proposed effective date of such selection which date shall be no less than sixty
(60) days after the date of such notice;


(b) the Issuer shall have given prior written notice to the Ratings Agencies
with respect to each Outstanding Series of Investor Notes of its selection of a
different Overconcentration Option specifying in such notice the proposed effective
date of such selection which date shall be no less than sixty (60) days after the
date of such notice;


(c) the proposed effective date of such selection shall be at least twelve
(12) months from the date hereof, in the case of the first such selection, or, in
any other case, from the effective date of the Overconcentration Option then in
effect; provided, however, that if Overconcentration Option 1 is in effect on the
date hereof then the effective date of the initial selection of a different
Overconcentration Option may be prior to twelve (12) months following the date
hereof;


(d) on the proposed effective date of such selection, both before and after
giving effect to such selection, (i) no Asset Deficiency would exist and (ii) the
amount on deposit in the Series Reserve Account with respect to each Outstanding
Series of Investor Notes would be at least equal to the amount required to be on
deposit therein in accordance with the terms of the applicable Indenture Supplement;


(e) no Amortization Event shall have occurred and is continuing with respect
to any Outstanding Series of Investor Notes;


(f) the Indenture Trustee shall have provided a copy of such notice to each
Investor Noteholder affected by the selection; and


(g) each condition to the effectiveness of such Overconcentration Option set
forth in any Indenture Supplement relating to any Outstanding Series of Investor
Notes shall have been satisfied.”


Section 2.2 Amendment to Schedule 1.


Schedule 1 is hereby by amended by (a) deleting the definition of “Overconcentration Amount”
in its entirety and substituting in lieu thereof the following new definition of Overconcentration
Amount:



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“‘Overconcentration Amount’ means, as of any date of determination during an
Accrual Period, an amount equal to the greatest of (a) (i) 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 the Specified Top Five Obligors Maximum Percentage as of such date of the
Aggregate Lease Balance as of such date, (b) (i) 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 the Specified Top Ten Obligors Maximum Percentage as of such date 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 the Specified Top Obligor Maximum Percentage as of such date 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 the Specified Top Obligor Maximum Percentage as of
that date minus 1% of the Aggregate Lease Balance as of such date.”


and (b) adding the following new definitions in alphabetical order:


“‘Overconcentration Option’ means Overconcentration Option 1, Overconcentration
Option 2 or Overconcentration Option 3.


‘Overconcentration Option 1’ means the percentages used in clauses (a)(ii),
(b)(ii) and (c)(ii) of the definition of the Overconcentration Amount are 15.00%, 25.00% and
4.00%, respectively.


‘Overconcentration Option 2’ means the percentages used in clauses (a)(ii),
(b)(ii) and (c)(ii) of the definition of the Overconcentration Amount are 17.50%, 28.00% and
4.50%, respectively.


‘Overconcentration Option 3’ means the percentages used in clauses (a)(ii),
(b)(ii) and (c)(ii) of the definition of the Overconcentration Amount are 18.75%, 30.00% and
4.75%, respectively.


‘Series Reserve Account’ means each account designated as a “Series [ ]
Reserve Account in an Indenture Supplement with respect to an Outstanding Series of Investor
Notes.


‘Specified Top Five Obligors Maximum Percentage’ means (a) 15.00% on any date
during any period when Overconcentration Option 1 is in effect, (b) 17.50% on any



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date during any period when Overconcentration Option 2 is in effect or (c) 18.75% on
any date during any period when Overconcentration Option 3 is in effect.


‘Specified Top Obligor Maximum Percentage’ means (a) 4.00% on any date during
any period when Overconcentration Option 1 is in effect, (b) 4.50% on any date during any
period when Overconcentration Option 2 is in effect or (c) 4.75% on any date during any
period when Overconcentration Option 3 is in effect.


‘Specified Top Ten Obligors Maximum Percentage’ means (a) 25.00% on any date
during any period when Overconcentration Option 1 is in effect, (b) 28.00% on any date
during any period when Overconcentration Option 2 is in effect or (c) 30.00% on any date
during any period when Overconcentration Option 3 is in effect.”


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 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.


The execution, delivery and performance by the Issuer of this Supplemental Indenture (a) is
within the Issuer’s power, (b) has been duly authorized by all necessary action 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 binding 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 or permitted under the Indenture or the other Transaction
Documents. This Supplemental Indenture has been executed and delivered by a duly authorized
manager 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).



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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, actions, approvals, authorizations, registrations,
declarations or filings as were obtained by the Issuer prior to the date hereof.


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:





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

	 
	 	(ii)	 	The Indenture Trustee shall have received a Manager’s or 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 with respect to any Series of Outstanding Investor Notes 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 a party or by which it or its property may be bound or to which it or its
property may be subject.

	 
	 	(iii)	 	The Indenture Trustee shall have received a Manager’s or an Officer’s
Certificate of the Issuer, dated as of the date hereof, to the effect that 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.

	 
	 	(iv)	 	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:








	 	(a)	 	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;






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	 	(b)	 	the Issuer is duly organized under the jurisdiction of its
formation and has the power and authority to execute and deliver this
Supplemental Indenture;

	 
	 	(c)	 	this Supplemental Indenture has been duly authorized, executed
and delivered by the Issuer;

	 
	 	(d)	 	this Supplemental Indenture constitutes the legal, valid and
binding obligation of the Issuer, enforceable against the Issuer in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law); and

	 
	 	(e)	 	such other matters as the Indenture Trustee may reasonably
require.








	 	(v)	 	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 Ratification and Effect.


The Base Indenture, as amended and supplemented by this Supplemental Indenture, 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 5.3 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 or enforceability
of the other provisions of this Supplemental Indenture.


Section 5.4 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.



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Section 5.5 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 5.6 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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IN WITNESS WHEREOF, the Indenture Trustee and the Issuer have caused this Supplemental
Indenture to be duly executed by their respective duly authorized officers or managers as of the
day and year first written above.



	 	 	 	 	 
	 	 	CHESAPEAKE FUNDING LLC,

as Issuer
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as

Indenture Trustee
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







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EXHIBIT G

TO SERIES 2005-1

INDENTURE SUPPLEMENT



FORM OF CONFIRMATION OF RATE CAP TRANSACTION




          ,      



PHH Corporation

940 Ridgebrook Road

Sparks, Maryland 21152

Attn: Brad Howatt

Facsimile No.: (410) 771-3362


Ladies and Gentlemen:


The purpose of this letter agreement is to set forth the terms and conditions of the rate cap
transaction entered into between [   ] (“Rate Cap Provider”) and PHH Corporation (the
“Counterparty”) on
        ,
         (the “Rate Cap Transaction”). It is understood by the parties
that the Counterparty will contribute its rights, but not its obligation to pay the Premiums, under
this Rate Cap Transaction to PHH Vehicle Management Services Group, LLC (“VMS Group”). VMS Group
will in turn contribute its rights under this Rate Cap Transaction to PHH Vehicle Management
Services, LLC (“VMS”), VMS will in turn contribute its rights under the Rate Cap Transaction to
Raven Funding LLC (“SPV”), and SPV will in turn contribute its rights under this Rate Cap
Transaction to Chesapeake Funding LLC (the “Issuer”). The Issuer will pledge its rights under this
Rate Cap Transaction to JPMorgan Chase Bank, National Association, as indenture trustee (the
“Indenture Trustee”) under the Base Indenture dated as of June 30, 1999, as amended, between the
Issuer and the Indenture Trustee, as supplemented by that Series 2005-1 Indenture Supplement
thereto (the “Indenture Supplement”), dated as of July 15, 2005, between the Issuer and the
Indenture Trustee (the “Indenture”).


In consideration of the promise by the Counterparty to make the payment of the Premiums and in
consideration of the promise by the Rate Cap Provider to make payments to the Counterparty or its
assignees in accordance with Section 3 hereof, the parties hereto agree as follows:


1. Definitions. The following terms shall have the following meanings:



“Business Day” means any day that is a New York Business Day and a London
Business Day and on which banks are not required or authorized by law to close in
Maryland or Delaware.



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“Calculation Period” means each period from and including one Payment Date (or, in the
case of the initial Calculation Period, the Effective Date) to but excluding the next
succeeding Payment Date (or, in the case of the final Calculation Period, the Termination
Date).


“Cap Payment” has the meaning defined in Section 3 hereof.


“Cap Rate” means, with respect to each Calculation Period, the weighted average fixed
rate of interest on the New Fixed Rate Leases as of the last day of the Monthly Period
immediately preceding the first day of such Calculation Period minus
[            ]% per annum.


“Closed-End Lease” has the meaning defined in the Indenture.


“Counterparty’s Account” means, as long as the Counterparty’s rights under this letter
agreement shall remain assigned to the Indenture Trustee, the Collection Account as defined
in the Indenture, and thereafter such account as is designated by the Counterparty from time
to time.


“Designated Maturity” means one month.


“Effective
Date” means
            ,
            .


“Excess Cap Payment” has the meaning defined in Section 3 hereof.


“Floating Rate” means, with respect to a Calculation Period, the rate determined by the
Rate Cap Provider to be (i) the per annum rate for deposits in U.S. dollars for a period of
the Designated Maturity which appears on the Telerate Page 3750 Screen as of 11:00 a.m.,
London time, on the day that is two London Business Days prior to the Reset Date in respect
of such Calculation Period (rounded upwards, if necessary, to the nearest 1/100,000 of 1%);
(ii) if such rate does not appear on the Telerate Page 3750 Screen, the Floating Rate with
respect to such Calculation Period shall be the arithmetic mean (rounded as aforesaid) of
the offered quotations obtained by the Rate Cap Provider from the Reference Banks for
deposits in U.S. dollars to leading banks in the London interbank market as of approximately
11:00 a.m., London time, on the day that is two London Business Days prior to such Reset
Date; or (iii) if fewer than two Reference Banks provide the Rate Cap Provider with such
quotations, the Floating Rate shall be the rate per annum which the Rate Cap Provider
determines to be the arithmetic mean (rounded as aforesaid) of the offered quotations which
leading banks in New York City selected by the Rate Cap Provider are quoting in the New York
interbank market on such Reset Date for deposits in U.S. dollars to the Reference Banks or,
if fewer than two such quotations are available, to leading European and Canadian Banks.


“Lease Balance” has the meaning defined in the Indenture.


“Leased Vehicle” has the meaning defined in the Indenture.



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“London Business Day” means any day on which banks are open for business in London,
England and on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.


“Monthly Period” has the meaning defined in the Indenture.


“Moody’s” has the meaning defined in the Indenture.


“New Fixed Rate Lease” means, on any day, each Unit Lease then bearing interest or
finance charges at a fixed rate per annum (a) that did not bear interest or finance charges
at a fixed rate per annum (x) when it initially became a Unit Lease or (y) on the Effective
Date and (b) with respect to which the Issuer shall not have obtained on or prior to such
day an interest rate cap satisfying the requirements therefor set forth in Section 5A.12(c)
of the Indenture Supplement.


“New York Business Day” means any day on which banks are not required or authorized by
law to close in New York City.


“Notional Lease Rate Cap” means, with respect to each New Fixed Rate Lease, as of the
last day of the Monthly Period immediately preceding the first Calculation Period during
which such New Fixed Rate Lease is to be included in the calculation of the Notional
Principal Amount, a lease rate cap having a notional amount on the first day of such
Calculation Period equal to the Lease Balance of such New Fixed Rate Lease as of the last
day of such Monthly Period, plus, in the case of a Closed-End Lease, the Stated Residual
Value of the related Leased Vehicle and on the first day of each Calculation Period
thereafter at least equal to the scheduled Lease Balance of such New Fixed Rate Lease as of
the last day of the Monthly Period immediately preceding such first day of such Calculation
Period, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related
Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein
in effect on the dates set forth therein at the most equal to the fixed rate of interest on
such New Fixed Rate Lease minus 0.84% per annum.


“Notional Principal Amount” means, with respect to a Calculation Period, an amount
equal to the least of (a) the aggregate Unit Balance of all New Fixed Rate Leases as of the
last day of the Monthly Period immediately preceding the first day of such Calculation
Period, (b) the sum of the Series 2005-1 Maximum Invested Amount and the aggregate stated
liquidation preference of the Series 2005-1 Preferred Membership Interests on the first day
of such Calculation Period and (c)
$            .


“Payment Date” means the 7th day of each month, or, if such date is not a Business Day,
the next succeeding Business Day, commencing
            ,
             and ending on the Termination
Date.


“Premiums” means the amounts payable by the Counterparty to Rate Cap Provider pursuant
to Section 2 hereof.



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“Rate
Cap Provider’s Account” means the account of
           at
          
(ABA:      ), Account No.
       .


“Rating Agency Condition” has the meaning defined in the Indenture Supplement.


“Reference Banks” means four major banks in the London interbank market selected by the
Rate Cap Provider.


“Reset Date” means the first day of each Calculation Period.


“Series 2005-1 Amortization Period” has the meaning defined in the Indenture
Supplement.


“Series 2005-1 Invested Amount” has the meaning defined in the Indenture Supplement.


“Series 2005-1 Invested Percentage” has the meaning defined in the Indenture
Supplement.


“Series 2005-1 Maximum Invested Amount” has the meaning defined in the Indenture
Supplement.


“Series 2005-1 Percentage” means, on any Payment Date, the average Series 2005-1
Invested Percentage during the Monthly Period immediately preceding such Payment Date.


“Series 2005-1 Preferred Membership Interests” has the meaning defined in the Indenture
Supplement.


“Standard & Poor’s” has the meaning defined in the Indenture.


“Stated Residual Value” has the meaning defined in the Indenture.


“Telerate Page 3750 Screen” means the display designated as “Page 3750” on the Telerate
Service (or such other page as may replace Page 3750 on that service or such other service
as may be nominated by the British Bankers’ Association as the information vendor for the
purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar
deposits).


“Termination Date” means the earlier of (a) the Payment Date that occurs in the 125th
month after the month in which the Series 2005-1 Amortization Period shall have commenced
and (b) the date on which the Series 2005-1 Invested Amount has been reduced to zero and the
Series 2005-1 Preferred Membership Interests shall have been redeemed.



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“Unit Balance” means, with respect to any New Fixed Rate Lease, as of any date of
determination, the Lease Balance of such New Fixed Rate Lease as of such date, plus, in the
case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle.


“Unit Lease” has the meaning defined in the Indenture.


2.      Premiums. On the first day of the first Calculation Period on which there are any
New Fixed Rate Leases, the Counterparty agrees to pay to the Rate Cap Provider an amount, to be
determined by the Rate Cap Provider on a reasonably commercial basis, equal to the premium that
would have been payable by the Counterparty to obtain a Notional Lease Rate Cap with respect to
each such New Fixed Rate Lease on the date that is two Business Days prior to such first day. On
the first day of any Calculation Period during which, after giving effect to the addition of any
additional New Fixed Rate Leases, either (x) the aggregate scheduled notional amounts during such
Calculation Period or any Calculation Period thereafter of the Notional Lease Rate Caps with
respect to all New Fixed Rate Leases will be less than the Notional Principal Amount with respect
to such Calculation Period or any Calculation Period thereafter (the sum of any such deficiencies,
the “Notional Amount Deficiencies”) or (y) the weighted average cap rate during such Calculation
Period or any Calculation Period thereafter under the Notional Lease Rate Caps with respect to all
New Fixed Rate Leases will be higher than the Cap Rate with respect to such Calculation Period or
any Calculation Period thereafter (the “Cap Rate Deficiencies”), the Counterparty agrees to pay to
the Rate Cap Provider an amount, to be determined by the Rate Cap Provider on a reasonably
commercial basis, equal to the premium that would have been payable by the Counterparty to obtain a
lease rate cap covering the Notional Amount Deficiencies and/or the Cap Rate Deficiencies. All
payments of Premiums to the Rate Cap Provider shall be made by deposit to the Rate Cap Provider’s
Account. The Rate Cap Provider shall determine the amount of any Premium payable by the
Counterparty hereunder, based on the information contained in the Monthly Settlement Statement
delivered to the Rate Cap Provider pursuant to Article 8 of the Indenture Supplement, and notify
the Counterparty thereof on the Business Day prior to the due date thereof.


3.      Payments. The Rate Cap Provider agrees to pay to or at the direction of the
Counterparty on each Payment Date, an amount equal to the product of (i) the amount by which the
Floating Rate exceeds the Cap Rate with respect to the Calculation Period ending on such
Payment Date, in each case as determined by the Rate Cap Provider, (ii) the Notional Principal
Amount with respect to such Calculation Period and (iii) the actual number of days in such
Calculation Period divided by 360 (the “Cap Payment”). The Rate Cap Provider shall determine the
amount of any Cap Payment for any Payment Date based on the information contained in the Monthly
Settlement Statement delivered to the Rate Cap Provider pursuant to Article 8 of the Indenture
Supplement in respect of the immediately preceding Payment Date. On any Payment Date following a
Calculation Period during which the Notional Principal Amount was calculated based on the amount
set forth in clause (a) of the definition thereof, the Rate Cap Provider shall pay a portion of the
Cap Payment, in an amount equal to the Series 2005-1 Percentage thereof on such Payment Date, to
the Counterparty’s Account and, subject to Section 7 hereof, the remaining portion thereof (the
“Excess Cap Payment”) to or at the direction of the Issuer. On any Payment Date following a
Calculation Period during which the Notional Principal Amount



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was calculated based on the amount set forth in clause (b) or clause (c) of the definition
thereof, the Rate Cap Provider shall pay the full amount of the Cap Payment to the Counterparty’s
Account.


4.      Notices. Any notices hereunder (i) shall be in writing and hand-delivered or sent
by first-class mail, postage prepaid, return receipt requested, or facsimile transmission and shall
be addressed to the intended recipient at its address set forth on the signature page hereof or at
such other address as such party shall have last specified by notice to the other party and (ii)
shall be effective (a) if delivered by hand or sent by overnight courier, on the day it is
delivered, unless delivery is made after the close of business or on a day that is not a Business
Day, in which case such notice will be effective on the next Business Day, (b) if sent by certified
or registered mail or the equivalent (return receipt requested), three Business Days after
dispatch, or (c) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the burden of proving
receipt will be on the sender and will not be met by a transmission report generated by the
sender’s facsimile machine).


5.      Governing Law. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.


6.      Assignments. Neither party shall have the right to assign its rights or delegate
its obligations under this letter agreement without the prior written consent of the other party;
provided, however, that, the Counterparty’s rights hereunder may be assigned as described herein
and pledged by the Issuer to the Indenture Trustee.


7.      Set-off; Counterclaim. Notwithstanding any other provision of any other agreement
to the contrary, all payments under this letter agreement will be made without set-off or
counterclaim, except that, if the Counterparty fails to pay any Premium pursuant to Section 2
hereof when due, the Rate Cap Provider will not be obligated to pay to or at the direction of the
Issuer pursuant to Section 3 hereof on any Payment Date following a Calculation Period during which
the Notional Principal Amount was calculated based on the amount set forth in clause (a) of the
definition thereof, an amount equal to the lesser of the Excess Cap Payment and the portion of the
Cap Payment on such Payment Date attributable to the Unit Balance of such New Fixed Rate Lease. All
other remedies available at law, equity or under contract shall be available to the Rate Cap
Provider against the Counterparty.


8.      Each Party’s Reliance on its own Judgment. Each party has entered into this Rate
Cap Transaction solely in reliance on its own judgment. Neither party has any fiduciary obligation
to the other party relating to this Rate Cap Transaction. In addition, neither party has held
itself out as advising, or has held out any of its employees or agents as having the authority to
advise, the other party as to whether or not the other party should enter into this Rate Cap
Transaction, any subsequent actions relating to this Rate Cap Transaction or any other matters
relating to this Rate Cap Transaction. Neither party shall have any responsibility or liability
whatsoever in respect of any advice of this nature given, or views expressed, by it or any of such
persons to the other party relating to this Rate Cap Transaction, whether or not such advice is
given or such views are expressed at the request of the other party.



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9.      Early Termination. If the short-term credit rating of the Rate Cap Provider falls
below “A-1” by Standard & Poor’s or “P-1” by Moody’s or the long-term unsecured credit rating of
the Rate Cap Provider falls below “A+” by Standard & Poor’s or “Aa3” by Moody’s and within 30 days
of such decline in credit rating, the Rate Cap Provider shall not have provided some form of
collateral for its obligations hereunder and satisfied the Rating Agency Condition with respect to
such arrangement, the Issuer shall have the right, upon five (5) Business Days written notice to
the Rate Cap Provider, to terminate this Rate Cap Transaction. The Issuer’s right to terminate
this Rate Cap Transaction pursuant to the preceding sentence is conditioned upon the Issuer having
obtained, and there being maintained as of the time of such termination, the Series 2005-1 Lease
Rate Caps that are required to be maintained by the Issuer pursuant to Section 5A.12(d) of the
Indenture Supplement (determined without giving effect to this Rate Cap Transaction).


10.      WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY KNOWINGLY AND INTENTIONALLY, IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER
AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.


Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by
responding within three (3) Business Days by returning via facsimile an executed copy of this
letter agreement to the attention of
                 ,
facsimile no.       .


Duplicate hard copies of this letter agreement will be sent to you shortly. Upon
receipt, please execute both copies and return one to the Rate Cap Provider to the address
indicated below.



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The Rate Cap Provider is pleased to have concluded this transaction with you.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[NAME OF RATE CAP PROVIDER]
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title: `	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address for Notices:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ACCEPTED AND AGREED:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PHH CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 	 	 







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