<PAGE>
                                                             Exhibit 10.1

                             CHESAPEAKE FUNDING LLC,
                                    as Issuer
                                       and
                              JPMORGAN CHASE BANK,
                              as Indenture Trustee
                       SERIES 2004-1 INDENTURE SUPPLEMENT
                            dated as of July 29, 2004
                                       to
                                 BASE INDENTURE
                            dated as of June 30, 1999
                                  $500,000,000
                                       of
               Floating Rate Callable Asset Backed Investor Notes

<PAGE>
                                Table of Contents




                                                                            PAGE
PRELIMINARY  STATEMENT-------------------------------------------------------1

DESIGNATION------------------------------------------------------------------1

ARTICLE  I  DEFINITIONS------------------------------------------------------1

ARTICLE  II  ARTICLE  5  OF  THE  BASE  INDENTURE---------------------------19
     Section  5A.1  Establishment  of  Series  2004-1  Subaccounts.---------19
     Section  5A.2  Allocations with Respect to the Series 2004-1
                    Investor Notes.-----------------------------------------20
     Section  5A.3  Determination  of  Interest.----------------------------22
     Section  5A.4  Monthly  Application  of  Collections.------------------22
     Section  5A.5  Payment  of  Monthly  Interest  Payment.----------------25
     Section  5A.6  Payment  of  Principal.---------------------------------25
     Section  5A.7  The Administrator's Failure to Instruct the Indenture
                    Trusteeto  Make  a  Deposit  or  Payment.---------------26
     Section  5A.8  Series  2004-1  Reserve  Account.-----------------------27
     Section  5A.9  Series  2004-1  Yield  Supplement  Account.-------------28
     Section  5A.10 Series  2004-1  Distribution  Account.------------------30
     Section  5A.11 Lease  Rate  Caps.--------------------------------------31

ARTICLE  III  AMORTIZATION  EVENTS------------------------------------------32

ARTICLE  IV  OPTIONAL  PREPAYMENT-------------------------------------------34

ARTICLE  V  SERVICING  AND  ADMINISTRATOR  FEES-----------------------------35
     Section  5.1  Servicing  Fees------------------------------------------35
     Section  5.2  Administrator  Fee---------------------------------------35

ARTICLE  VI  FORM  OF  SERIES  2004-1  NOTES--------------------------------35
     Section  6.1  Initial  Issuance  of  Series  2004-1 Investor  Notes.---35
     Section  6.2  Restricted  Global  Notes.-------------------------------36
     Section  6.3  Temporary  Global  Notes  and Permanent Global Notes.----36
     Section  6.4  Definitive  Notes.---------------------------------------36
     Section  6.5  Transfer  Restrictions.----------------------------------36

ARTICLE  VII  INFORMATION---------------------------------------------------41

ARTICLE  VIII  MISCELLANEOUS------------------------------------------------41
     Section  8.1  Ratification  of  Indenture------------------------------41
     Section  8.2  Obligations  Unaffected----------------------------------41
     Section  8.3  Governing  Law-------------------------------------------42
     Section  8.4  Further  Assurances--------------------------------------42
     Section  8.5  Exhibits-------------------------------------------------42


                                       -i-
<PAGE>

     Section  8.6  No  Waiver;  Cumulative  Remedies------------------------42
     Section  8.7  Amendments-----------------------------------------------43
     Section  8.8  Severability---------------------------------------------43
     Section  8.9  Counterparts---------------------------------------------43
     Section  8.10 No  Bankruptcy  Petition---------------------------------43
     Section  8.11 SUBIs----------------------------------------------------43
     Section  8.12 Notice  to  Rating  Agencies-----------------------------44
     Section  8.13 Conflict  of  Instructions-------------------------------44


EXHIBITS

Exhibit  A-1-1:       Form of Restricted  Global  Class  A-1  Investor  Note
Exhibit  A-1-2:       Form of Temporary  Global  Class  A-1  Investor  Note
Exhibit  A-1-3:       Form of Permanent  Global  Class  A-1  Investor  Note
Exhibit  A-2-1:       Form of Restricted  Global  Class  A-2  Investor  Note
Exhibit  A-2-2:       Form of Temporary  Global  Class  A-2  Investor  Note
Exhibit  A-2-3:       Form of Permanent  Global  Class  A-2  Investor  Note
Exhibit  B-1:         Form of Transfer  Certificate
Exhibit  B-2:         Form of Transfer  Certificate
Exhibit  B-3:         Form of Transfer  Certificate
Exhibit  B-4:         Form of Clearing  System  Certificate
Exhibit  B-5:         Form of Certificate  of  Beneficial  Ownership
Exhibit  C:           Form of Monthly  Settlement  Statement
Exhibit  D:           Form of Series  2004-1  Lease  Rate  Cap
Exhibit  E:           Form of Amendment  to  Base  Indenture

                                       -ii-

<PAGE>




     SERIES  2004-1  SUPPLEMENT,  dated  as  of  July  29,  2004  (as  amended,
supplemented,  restated or otherwise modified from time to time, this "Indenture
                                                                       ---------
Supplement") between CHESAPEAKE FUNDING LLC, a special purpose limited liability
----------
company  established  under  the  laws  of Delaware (the "Issuer"), and JPMORGAN
                                                          ------
CHASE  BANK  ("JPMorgan Chase"), a New York banking corporation, in its capacity
               --------------
as  Indenture  Trustee  (together  with  its  successors  in trust thereunder as
provided  in  the Base Indenture referred to below, the "Indenture Trustee"), to
                                                         -----------------
the  Base  Indenture,  dated  as  of  June  30, 1999, between the Issuer and the
Indenture  Trustee  (as amended, modified, restated or supplemented from time to
time,  exclusive of Indenture Supplements creating new Series of Investor Notes,
the  "Base  Indenture").
      ---------------
                              PRELIMINARY STATEMENT
                              ---------------------
     WHEREAS,  Sections  2.2 and 12.1 of the Base Indenture provide, among other
               -------------     ----
things,  that the Issuer and the Indenture Trustee may at any time and from time
to time enter into 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 Series 2004-1 Floating Rate Callable
Asset  Backed  Investor  Notes.

     The  Series  2004-1  Investor  Notes shall be issued in two classes: one of
which  shall  be designated as Series 2004-1 Floating Rate Callable Asset Backed
Investor  Notes,  Class  A-1,  and  referred to herein as the Class A-1 Investor
Notes  and  the other of which shall be designated as the Series 2004-1 Floating
Rate  Callable Asset Backed Investor Notes, Class A-2, and referred to herein as
the  Class  A-2  Investor  Notes. The Class A-1 Investor Notes and the Class A-2
Investor  Notes  are  referred  to  herein  collectively  as  the "Series 2004-1
Investor  Notes."  The  Series  2004-1 Investor Notes shall be issued in minimum
denominations  of  $200,000  and integral multiples of $1,000 in excess thereof.

     The  net  proceeds  from  the  sale of the Series 2004-1 Investor Notes (as
defined  herein)  shall  be  applied  in accordance with Section 5A.2(b) and the
                                                         ---------------
portion  thereof  deposited in the Series 2004-1 Principal Collection Subaccount
shall  be  used  by  the Issuer to fund the maintenance of the SUBI Certificates
under  the  Transfer  Agreement  and/or  to reduce the Invested Amounts of other
Series  of  Investor  Notes.

                                    ARTICLE I

                                   DEFINITIONS
     (a)  All  capitalized terms not otherwise defined herein are defined in the
Definitions  List  attached  to  the  Base  Indenture as Schedule 1 thereto. All
                                                         ----------
Article,  Section  or

<PAGE>

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  2004-1 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 2004-1 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:

               "Additional Interest" is defined in Section 5A.3(b).
               --------------------                ----------------

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

               "Amortization  Event"  is  defined  in  Article  3.
                -------------------

               "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.
                       --------------

               "Applicable  Procedures"  is  defined  in  Section  6.5(c).
               ----------------------                     ---------------

               "Assumed  Lease  Term"  means,  with respect to any Series 2004-1
               --------------------
     Yield Shortfall Lease, the number of months over which the Capitalized Cost
     of the related - Leased Vehicle is being depreciated thereunder.

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

               "Calculation Agent" means JPMorgan Chase Bank, in its capacity as
               ------------------
     calculation agent with respect to the Series 2004-1 Note Rates.

               "Car"  means  an  automobile  or  a  Light-Duty  Truck.
                ---

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

               "Class A-1 Final Maturity Date" means the July 2009 Payment Date.
               ------------------------------

               "Class  A-1  Initial Invested Amount" means the aggregate initial
               ------------------------------------
     principal amount of the Class A-1 Investor Notes, which is $230,000,000.

                                                                               2
<PAGE>

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

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


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


               "Class  A-1  Investor  Notes"  means any one of the Series 2004-1
               ---------------------------
     Floating  Rate Callable Asset Backed Investor Notes, Class A-1, executed by
     the  Issuer  and  authenticated  by  or on behalf of the Indenture Trustee,
     substantially  in  the  form  of  Exhibit A-1-1, A-1-2 or A-1-3. Definitive
                                       -------------  -----    -----
     Class  A-1  Investor  Notes shall have such insertions and deletions as are
     necessary  to  give  effect  to  the provisions of Section 2.11 of the Base
                                                       -------------
     Indenture.

               "Class  A-1  Monthly  Interest" means, with respect to any Series
               ----------------------------
     2004-1 Interest Period, an amount equal to the product of (i) the Class A-1
     Note  Rate  for  such  Series  2004-1  Interest  Period, (ii) the Class A-1
     Invested  Amount  on  the  first day of such Series 2004-1 Interest Period,
     after giving effect to any principal payments made on such date, or, in the
     case  of  the  initial Series 2004-1 Interest Period, the Class A-1 Initial
     Invested  Amount and (iii) a fraction, the numerator of which is the number
     of  days in such Series 2004-1 Interest Period and the denominator of which
     is  360.

               "Class  A-1  Note  Rate"  means,  (i) with respect to the initial
               ------------------------
     Series  2004-1  Interest  Period,  1.58% per annum and (ii) with respect to
     each  Series  2004-1  Interest Period thereafter, a rate per annum equal to
     One-Month  LIBOR  for  such  Series  2004-1  Interest Period plus 0.11% per
     annum.

               "Class A-2 Final Maturity Date" means the July 2016 Payment Date.
               ------------------------------

               "Class  A-2  Initial Invested Amount" means the aggregate initial
               ------------------------------------
     principal amount of the Class A-2 Investor Notes, which is $270,000,000.


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

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

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


               "Class  A-2  Investor  Notes"  means any one of the Series 2004-1
                ---------------------------
     Floating  Rate Callable Asset Backed Investor Notes, Class A-2, executed by
     the  Issuer  and  authenticated  by  or on behalf of the Indenture Trustee,
     substantially  in  the  form  of  Exhibit A-2-1, A-2-2 or A-2-3. Definitive
                                       -------------  -----   -----
     Class A-2 Investor Notes shall have such

                                                                               3
<PAGE>

     insertions  and deletions as are necessary to give effect to the provisions
     of  Section  2.11  of  the  Base  Indenture.
         -------------

               "Class  A-2  Monthly  Interest" means, with respect to any Series
               ----------------------------
     2004-1 Interest Period, an amount equal to the product of (i) the Class A-2
     Note  Rate  for  such  Series  2004-1  Interest  Period, (ii) the Class A-2
     Invested  Amount  on  the  first day of such Series 2004-1 Interest Period,
     after giving effect to any principal payments made on such date, or, in the
     case  of  the  initial Series 2004-1 Interest Period, the Class A-2 Initial
     Invested  Amount and (iii) a fraction, the numerator of which is the number
     of  days in such Series 2004-1 Interest Period and the denominator of which
     is  360.


               "Class  A-2  Note  Rate"  means,  (i) with respect to the initial
                ----------------------
     Series  2004-1  Interest  Period,  1.63% per annum and (ii) with respect to
     each  Series  2004-1  Interest Period thereafter, a rate per annum equal to
     One-Month  LIBOR  for  such  Series  2004-1  Interest Period plus 0.16% per
     annum.

               "Clearstream" is defined in Section 6.3.
                -----------                ------------

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

               "Dividend  Amount"  means,  with respect to any Payment Date, the
               ----------------
     aggregate  amount  of  dividends  payable  to  the  Series 2004-1 Preferred
     Members  in  respect  of their Series 2004-1 Preferred Membership Interests
     pursuant  to  the  LLC  Agreement.

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

               "DTC" means The Depository Trust Company or its successor, as the
                ---
     Clearing  Agency  for  the  Series  2004-1  Investor  Notes.

               "Enhancement  Matrix"  means  the  following  matrix:
               -------------------

<TABLE>
<CAPTION>
                                                    Option 1   Option 2   Option 3
                                                    ---------  ---------  --------
<S>                                                  <C>        <C>        <C>
         Level 1 Required Enhancement Percentage     12.36%     12.68%     12.99%
         Level 2 Required Enhancement Percentage     13.19%     13.52%     13.86%
         Level 3 Required Enhancement Percentage     14.01%     14.37%     14.73%
         Required Reserve Account
         Amount Percentage . . . . . . . . . . .    2.2032%    2.4794%    2.6214%
</TABLE>


               "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.

               "Euroclear"  is  defined  in  Section  6.3.
               ---------                     ------------

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

                                                                               4
<PAGE>

                         (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

                                                                               5
<PAGE>

                         (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
                                                                               6
<PAGE>

     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.

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

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

               "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.

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

                                                                               7
<PAGE>

               "Interest  Shortfall  Amount"  is  defined  in  Section  5A.3(b)
               ---------------------------                     ----------------

               "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.

               "LIBOR  Determination  Date"  means,  with  respect to any Series
               --------------------------
     2004-1  Interest  Period, the second London Business Day next preceding the
     first  day  of  such  Series  2004-1  Interest  Period.

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

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

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

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

               "One-Month  LIBOR" means, for each Series 2004-1 Interest Period,
               ----------------
     the  rate  per  annum determined on the related LIBOR Determination Date by
     the  Calculation Agent to be the rate for Dollar deposits having a maturity
     equal  to  one  month  that  appears on Telerate Page 3750 at approximately
     11:00  a.m.,  London  time,  on  such  LIBOR  Determination Date; provided,
     however, that if such rate does not appear on Telerate Page 3750, One-Month
     LIBOR  will mean, for such 2004-1 Interest Period, the rate per annum equal
     to  the  arithmetic mean (rounded to the nearest one-one-hundred-thousandth
     of  one  percent)  of  the  rates  quoted  by  the  Reference  Banks to the
     Calculation  Agent as the rates at which deposits in Dollars are offered by
     the  Reference Banks at approximately 11:00 a.m., London time, on the LIBOR
     Determination  Date  to  prime  banks  in the London interbank market for a
     period  equal  to  one  month;  provided,  further,  that if fewer than two
     quotations  are  provided  as  requested by the Reference Banks, "One-Month
     LIBOR" for such Series 2004-1 Interest Period will mean the arithmetic mean
     (rounded  to  the nearest one-one-hundred-thousandth of one percent) of the
     rates  quoted  by  major  banks  in  New  York,  New  York  selected by the
     Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
     first  day  of  such  Series 2004-1 Interest Period for loans in Dollars to
     leading  European banks for a period equal to one month; provided, finally,
     that  if  no  such  quotes  are  provided,  "One-Month  LIBOR"  for

                                                                               8
<PAGE>

     such  Series  2004-1 Interest Period will mean One-Month LIBOR as in effect
     with  respect  to  the  preceding  Series  2004-1  Interest  Period.

               "Outstanding"  means,  with respect to the Series 2004-1 Investor
               -----------
     Notes,  all  Series  2004-1  Investor  Notes  theretofore authenticated and
     delivered  under  the  Indenture,  except  (a) Series 2004-1 Investor Notes
                                        ------
     theretofore  canceled  or delivered to the Transfer Agent and Registrar for
     cancellation,  (b)  Series  2004-1  Investor  Notes  which  have  not  been
     presented  for payment but funds for the payment of which are on deposit in
     the  Series  2004-1  Distribution  Account and are available for payment of
     such  Series  2004-1 Investor Notes, and Series 2004-1 Investor Notes which
     are  considered paid pursuant to Section 11.1 of the Base Indenture, or (c)
                                      ------------
     Series  2004-1  Investor  Notes  in exchange for or in lieu of other Series
     2004-1  Investor Notes which have been authenticated and delivered pursuant
     to  the  Indenture  unless  proof  satisfactory to the Indenture Trustee is
     presented  that  any  such  Series  2004-1  Investor  Notes  are  held by a
     purchaser  for  value.

               "Payment  Date"  means the 7th day of each month, or if such date
               -------------
     is  not  a  Business  Day,  the  next  succeeding  Business Day, commencing
     September  7,  2004.

               "Permanent  Global  Notes"  is  defined  in  Section  6.3.
               ------------------------                     ------------

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

               "Prepayment  Date"  is  defined  in  Article  4.
               ----------------                     ----------

               "QIBs"  is  defined  in  Section  6.1.
                ----                    ------------

               "Rating  Agencies"  means,  with  respect  to  the  Series 2004-1
               ----------------
     Investor  Notes,  Standard  &  Poor's,  Moody's  and  any  other nationally
     recognized  rating  agency  rating  the Series 2004-1 Investor Notes at the
     request  of  the  Issuer.

               "Rating  Agency  Condition"  means,  with  respect  to any action
               ------------------------
     specified  herein as requiring satisfaction of the Rating Agency Condition,
     that  each  Rating  Agency  shall have been given 10 days' (or such shorter
     period  as  shall be acceptable to each Rating Agency) prior notice thereof
     and that each of the Rating Agencies shall have notified the Issuer and the
     Indenture  Trustee  in  writing  that  such  action  will  not  result in a
     reduction  or  withdrawal  of  the then current rating of the Series 2004-1
     Investor  Notes  or  of  any  Series 2004-1 Preferred Membership Interests.

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

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

               "Regulation  S"  means  Regulation  S  promulgated  under  the
                -------------
     Securities  Act.
                                                                               9
<PAGE>

               "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.


               "Restricted  Global  Notes"  is  defined  in  Section  6.2.
               -------------------------                     ------------

               "Restricted  Notes"  means  the  Restricted  Global Notes and all
                 ----------------
     other  Series  2004-1Investor  Notes  evidencing  the  obligations,  or any
     portion  of  the  obligations, initially evidenced by the Restricted Global
     Notes,  other than certificates transferred or exchanged upon certification
     as  provided  in  Section  6.5.
                       ------------

               "Restricted  Period"  means  the  period commencing on the Series
               ------------------
     2004-1  Closing  Date  and  ending  on the 40th day after the Series 2004-1
     Closing  Date.

               "Rule 144A" means Rule 144A promulgated under the Securities Act.
               ----------

               "Series 2004-1" means Series 2004-1, the Principal Terms of which
               --------------
     are  set  forth  in  this  Indenture  Supplement.

               "Series  2004-1  Administrator  Fee"  is  defined in Section 5.2.
               ----------------------------------                   ------------

               "Series  2004-1 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 2004-1 Required Asset Amount as of such date and the
     denominator  of  which  is  the sum of (x) the Series 2004-1 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.

               "Series  2004-1  Allocated  Asset Amount Deficiency" means, as of
               ----------------------------------------------------
     any  date  of determination, the amount, if any, by which the Series 2004-1
     Allocated  Adjusted  Aggregate  Unit Balance is less than the Series 2004-1
     Required  Asset  Amount  as  of  such  date.

               "Series 2004-1 Amortization Period" means the period beginning at
               ---------------------------------
     the  earlier  of  (a) the close of business on the Business Day immediately
     preceding the day on which an Amortization Event is deemed to have occurred
     with  respect  to  the  Series  2004-1  Investor Notes and (b) the close of
     business on the Period End Date in January 2006 and ending on the date when
     (i)  the  Series  2004-1  Investor Notes are fully paid, (ii) all dividends
     accrued and accumulated on the Series 2004-1 Preferred Membership Interests
     shall  have  been  declared  and  paid  in  full,  (iii)  the Series 2004-1
     Preferred  Membership Interests shall have been redeemed in accordance with
     their  terms  and  (iv)  all  amounts owing in respect of the Series 2004-1
     Preferred Membership Interests under the Series 2004-1 Preferred Membership
     Interest  Purchase  Agreement  shall  have been paid in full by the Issuer.


                                                                              10
<PAGE>

               "Series 2004-1 Available Excess Collections Amount" means, on any
               ---------------------------------------------------
     Business  Day  during  the  period  commencing  on a Period End Date to but
     excluding  the  next  succeeding  Settlement  Date,  an amount equal to the
     excess,  if  any,  of (a) the amount deposited in the Series 2004-1 General
     Collection  Subaccount  during  the  immediately  preceding  Monthly Period
     pursuant  to  Section  5A.2(a)  over  (b)  the sum of (i) the amounts to be
                   ---------------
     distributed  from  the  Series  2004-1  Settlement  Collection  Subaccount
     pursuant  to  paragraphs  (i)  through  (xii)  of  Section  5A.4(c) on such
                                                        ---------------
     Settlement Date, and (ii) any amounts owing in respect of the Series 2004-1
     Preferred Membership Interests under the Series 2004-1 Preferred Membership
     Interest  Purchase  Agreement  on  such  Settlement  Date.


               "Series  2004-1  Basic  Servicing Fee" is defined in Section 5.1.
                ------------------------------------                ------------

               "Series  2004-1  Closing  Date"  means  July  29,  2004.
               -----------------------------

               "Series  2004-1  Collateral"  means  the  Collateral,  the Series
               --------------------------
     2004-1  Reserve  Account,  the  Series 2004-1 Yield Supplement Account, the
     Series  2004-1  Distribution Account and the Series 2004-1 Lease Rate Caps.

               "Series  2004-1  Collection  Subaccount"  is  defined  in Section
               --------------------------------------                    -------
          5A.1(a).
          ------

               "Series  2004-1  Distribution  Account"  is  defined  in  Section
               -------------------------------------                     -------
          5A.10(a).
          --------

               "Series  2004-1  Eligible  Counterparty"  means  a  financial
               --------------------------------------
     institution  having  on  the  date  of  any acquisition of a Lease Rate Cap
     short-term debt ratings of at least "A-1" by Standard & Poor's and "P-1" by
     Moody's and long-term unsecured debt ratings of at least "A+" by Standard &
     Poor's  and  "Aa3"  by  Moody's.

               "Series  2004-1  Excess  Fleet  Receivable Amount" means, for any
               -------------------------------------------------
     Settlement  Date,  an  amount equal to the product of (a) the average daily
     Series  2004-1 Invested Percentage during the immediately preceding Monthly
     Period and (b) the Excess Fleet Receivable Amount for such Settlement Date.


               "Series  2004-1  Gain  on  Sale  Account  Percentage"  means 10%.
               -----------------------------------------------------

               "Series  2004-1  Global  Notes"  means a Temporary Global Note, a
               ------------------------------
     Restricted  Global  Note  or  a  Permanent  Global  Note.

               "Series  2004-1  Hypothetical  Yield Shortfall Amount" means, for
                ----------------------------------------------------
     any  Settlement  Date, an amount equal to the product of (x) the excess, if
     any,  of the Series 2004-1 Minimum Yield Rate for such Settlement Date over
     the CP Rate as of the last day of the immediately preceding Monthly Period,
     (y)  the  Series  2004-1 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  2004-1  Initial  Invested  Amount"  means the sum of the
                -----------------------------------------
     Class  A-1  Initial  Invested  Amount  and  the  Class A-2 Initial Invested
     Amount.

                                                                              11
<PAGE>

               "Series  2004-1 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
                                      --------  -------
     2004-1  Interest  Period  shall  commence  on and include the Series 2004-1
     Closing  Date  and  end  on  and  include  September  6,  2004.

               "Series  2004-1  Invested  Amount"  means,  as  of  any  date  of
               ---------------------------------
     determination,  the  sum of the Class A-1 Invested Amount and the Class A-2
     Invested  Amount  as  of  such  date.


               "Series  2004-1  Invested  Percentage" means, with respect to any
               -------------------------------------
     Business  Day  (i)during the Series 2004-1 Revolving Period, the percentage
     equivalent  (which  percentage  shall  never exceed 100%) of a fraction the
     numerator  of  which shall be equal to the Series 2004-1 Allocated Adjusted
     Aggregate  Unit Balance as of the end of the immediately preceding Business
     Day  and  the  denominator  of  which  is the sum of the numerators used to
     determine  invested  percentages for allocations for all Series of Investor
     Notes  (and  all  classes  of such Series of Investor Notes), including all
     Series  of  Investor  Notes that have been paid in full but as to which the
     Amortization  Period  has  not  ended,  as  of  the end of such immediately
     preceding  Business  Day  or  (ii)  during  the  Series 2004-1 Amortization
     Period,  the  percentage  equivalent  (which  percentage shall never exceed
     100%)  of  a  fraction  the numerator of which shall be equal to the Series
     2004-1  Allocated  Adjusted  Aggregate  Unit  Balance  as of the end of the
     Series  2004-1 Revolving Period, and the denominator of which is the sum of
     the  numerators  used to determine invested percentages for allocations for
     all  Series  of  Investor Notes (and all classes of such Series of Investor
     Notes),  including all Series of Investor Notes that have been paid in full
     but as to which the Amortization Period has not ended, as of the end of the
     immediately  preceding  Business  Day.

               "Series  2004-1  Investor  Noteholder"  means,  collectively, the
               -------------------------------------
     Class  A-1  Investor  Noteholders  and  the Class A-2 Investor Noteholders.

               "Series  2004-1  Investor  Note  Owner"  means, with respect to a
               -------------------------------------
     Series  2004-1  Global  Note,  the Person who is the beneficial owner of an
     interest  in  such  Series 2004-1 Global Note, as reflected on the books of
     DTC,  or on the books of a Person maintaining an account with DTC (directly
     as  a  Clearing  Agency  Participant or as an indirect participant, in each
     case  in  accordance  with  the  rules  of  DTC).

               "Series 2004-1 Investor Notes" means, collectively, the Class A-1
               -----------------------------
     Investor  Notes  and  the  Class  A-2  Investor  Notes.

               "Series  2004-1  Junior Preferred Membership Interests" means the
               -----------------------------------------------------
     Junior  Preferred  Membership  Interests  relating  to  the  Series  2004-1
     Investor Notes, if any, issued by the Issuer pursuant to the LLC Agreement.

               "Series  2004-1  Lease  Rate Cap" means one or more interest rate
               --------------------------------
     caps  whether  now  or hereafter existing or acquired, substantially in the
     form  of  Exhibit  D,  from  a  Series  2004-1  Eligible  Counterparty.
               ---------


                                                                              12
<PAGE>

               "Series  2004-1  Liquid  Credit Enhancement Deficiency" means, on
               -------------------------------------------------------
     any  date  of  determination, the amount by which the Series 2004-1 Reserve
     Account  Amount  is  less  than  the Series 2004-1 Required Reserve Account
     Amount.

               "Series  2004-1  Minimum  Yield  Rate"  means, for any Settlement
               --------------------------------------
     Date,  a  rate per annum equal to the sum of (i) the Series 2004-1 Weighted
     Average  Cost  of  Funds  for  such  Settlement Date, (ii) 0.225% and (iii)
     0.48%.

               "Series  2004-1  Monthly  Interest"  means,  with  respect to any
               ---------------------------------
     Series  2004-1  Interest  Period, the sum of Class A-1 Monthly Interest and
     Class  A-2  Monthly  Interest  for  such  Series  2004-1  Interest  Period.

               "Series  2004-1  Monthly  Residual  Value  Gain"  means,  for any
               -----------------------------------------------
     Settlement  Date,  an  amount equal to the product of (a) the average daily
     Series  2004-1 Invested Percentage during the immediately preceding Monthly
     Period  and  (b)  the Monthly Residual Value Gain for such Settlement Date.

               "Series  2004-1  Note  Rate" means the Class A-1 Note Rate or the
               ----------------------------
     Class  A-2  Note  Rate,  as  the  context  may  require.

               "Series 2004-1 Note Termination Date" means the date on which the
               ------------------------------------
     Series  2004-1  Investor  Notes  are  fully  paid.

               "Series  2004-1  Preferred Member Distribution Account" means the
               -------------------------------------------------------
     account  established  in  respect of the Series 2004-1 Preferred Membership
     Interests  pursuant  to  the  LLC  Agreement.

               "Series 2004-1 Preferred Members" means the registered holders of
               ----------------------------------
     the  Series  2004-1  Preferred  Membership  Interests.

               "Series  2004-1 Preferred Membership Interest Purchase Agreement"
               -----------------------------------------------------------------
     means,  collectively, one or more purchase agreements among the Issuer, one
     or  more  purchasers  of  the  Series  2004-1  Senior  Preferred Membership
     Interests  thereunder,  any  agents  of such purchasers, any 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 2004-1 Junior Preferred
     Membership Interests among the Issuer, one or more purchasers of the Series
     2004-1  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  2004-1  Preferred Membership Interests" means the Series
               -----------------------------------------------
     2004-1  Senior  Preferred Membership Interests and the Series 2004-1 Junior
     Preferred  Membership  Interests,  if  any.

               "Series  2004-1  Principal  Collection  Subaccount" is defined in
                -------------------------------------------------
     Section  5A.1(a).
     ---------------

                                                                              13
<PAGE>

               "Series  2004-1  Principal  Payment  Amount"  means,  for  any
               ------------------------------------------
     Settlement  Date,  an  amount equal to the product of (a) the average daily
     Series  2004-1 Invested Percentage during the immediately preceding Monthly
     Period  and  (b)  the  Principal  Payment  Amount for such Settlement Date.

               "Series  2004-1  Required  Asset Amount" means, as of any date of
               --------------------------------------
     determination,  the sum of the Series 2004-1 Invested Amount and the Series
     2004-1  Required  Overcollateralization  Amount  as  of  such  date.

               "Series  2004-1  Required Enhancement Amount" means, on any date,
               -------------------------------------------
     the  sum  of  (a) the Series 2004-1 Required Percentage on such date of the
     Series  2004-1  Initial  Invested  Amount  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  2004-1 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

                         (ii)  the  greater  of

                              (A)  the  sum  of:

                              (1)  an  amount  equal  to  the product of (x) the
                         Series 2004-1 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 2004-1 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 2004-1 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 2004-1 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 2004-1 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

                                                                              14
<PAGE>

                              (B)  an  amount  equal  to  the product of (x) the
                         Series 2004-1 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  2004-1 Required Enhancement Amount shall
     equal  the  Series  2004-1  Required  Enhancement Amount on the date of the
     declaration  or  occurrence  of  such  Amortization  Event.


               "Series 2004-1 Required Investor Noteholders" means Series 2004-1
               --------------------------------------------
     Investor  Noteholders  holding  more than 50% of the Series 2004-1 Invested
     Amount  (excluding  any  Series 2004-1 Investor Notes held by the Issuer or
     any  Affiliate  of  the  Issuer).


               "Series  2004-1 Required Lease Rate Cap" means one or more Series
               ----------------------------------------
     2004-1  Lease Rate Caps having, in the aggregate, a notional amount on each
     Payment  Date  equal  to  the lesser of (x) the average daily Series 2004-1
     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 2004-1 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  2004-1  Invested Amount and the aggregate stated
     liquidation  preference of the Series 2004-1 Preferred Membership Interests
     on  such  Payment Date and an effective strike rate based on the eurodollar
     rate set forth therein in effect on the dates set forth therein at the most
     equal  to  the  weighted  average fixed rate of interest on such Fixed Rate
     Leases  minus  0.705%  per  annum.

               "Series  2004-1  Required Overcollateralization Amount" means, on
               -------------------------------------------------------
     any date of determination during an Accrual Period, the amount by which the
     Series 2004-1 Required Enhancement Amount exceeds the sum of (a) the Series
     2004-1  Reserve  Account Amount and (b) the amount on deposit in the Series
     2004-1  Principal Collection Subaccount on such date (excluding any amounts
     deposited  therein  pursuant  to  Section 5A.2(d) during the Monthly Period
                                       ----------------
     commencing  after  the  first  day  of  such  Accrual  Period).

               "Series  2004-1  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:

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

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

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

                                                                              15
<PAGE>

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

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

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

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

     in  which  case,  the  Series  2004-1 Required Percentage on such date will
     equal  the  Level  1  Required  Enhancement  Percentage  as of such date or

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

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

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

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

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

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

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

     in  which  case,  the  Series  2004-1 Required Percentage on such date will
     equal  the Level  3  Required  Enhancement  Percentage  as  of  such  date.

               "Series  2004-1  Required  Reserve  Account Amount" means, on any
               --------------------------------------------------
     date,  an amount equal to the Required Reserve Account Amount Percentage as
     of  such  date  of  the  Series  2004-1  Initial  Invested  Amount.


               "Series  2004-1  Required  Yield Supplement Amount" means, on any
               --------------------------------------------------
     Settlement  Date,  the  excess,  if  any,  of  (a)  the Series 2004-1 Yield
     Shortfall  Amount  for  such Settlement Date over (b) 70% of the product of
     (x)  the  Series 2004-1 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 2004-1 Required Yield Supplement Amount on any Settlement
     Date  will  equal  the  Series  2004-1  Yield  Shortfall  Amount  for  such
     Settlement  Date.

               "Series  2004-1  Reserve  Account" is defined in Section 5A.8(a).
               --------------------------------                 --------------

               "Series  2004-1  Reserve  Account  Amount"  means, on any date of
               -----------------------------------------
     determination,  the  amount on deposit in the Series 2004-1 Reserve Account
     and  available  for  withdrawal  therefrom.


                                                                              16
<PAGE>

               "Series  2004-1  Reserve  Account  Surplus" means, on any date of
               ------------------------------------------
     determination,  the  amount,  if  any,  by  which the Series 2004-1 Reserve
     Account  Amount  exceeds the Series 2004-1 Required Reserve Account Amount.

               "Series  2004-1  Revolving  Period"  means  the  period  from and
               ----------------------------------
     including  the Series 2004-1 Closing Date to but excluding the commencement
     of  the  Series  2004-1  Amortization  Period.

               "Series  2004-1 Senior Preferred Membership Interests" means each
               ------------------------------------------------------
     series  of  Senior  Preferred  Membership  Interests relating to the Series
     2004-1  Investor  Notes issued by the Issuer pursuant to the LLC Agreement.

               "Series  2004-1  Series  Servicing  Fee Percentage" is defined in
               --------------------------------------------------
     Section  5.1.
     ------------

               "Series  2004-1  Settlement  Collection Subaccount" is defined in
               --------------------------------------------------
     Section  5A.1(a).
     ---------------

               "Series  2004-1  Subaccounts"  is  defined  in  Section  5A.1(a).
               ---------------------------                      ----------------

               "Series  2004-1 Supplemental Servicing Fee" is defined in Section
               --------------------------------------------              -------
     5.1.
     ---
               "Series  2004-1  Weighted  Average  Cost of Funds" means, for any
               -------------------------------------------------
     the  product  of (a) the quotient of the sum of (i) the aggregate amount of
     interest  payable  on  the  Series 2004-1 Investor Notes on such Settlement
     Date  and  (ii)  the  aggregate  amount  of dividends payable on the Series
     2004-1  Preferred  Membership Interests on such Settlement Date, divided by
     the sum of (i) the Series 2004-1 Invested Amount as of the first day of the
     immediately  preceding Series 2004-1 Interest Period and (ii) the aggregate
     stated  liquidation  preference  of  the Series 2004-1 Preferred Membership
     Interests  as of such day and (b) a fraction, the numerator of which is 360
     and  the  denominator  of  which is the number of days in the Series 2004-1
     Interest  Period  ending  on  such  Settlement  Date.

               "Series  2004-1  Weighted Average Yield Shortfall" means, for any
               ------------------------------------------------
     Settlement Date, the excess, if any, of (a) the Series 2004-1 Minimum Yield
     Rate  for  such Settlement Date over (b) the Series 2004-1 Weighted Average
     Yield  Shortfall  Lease  Yield  for  such  Settlement  Date.

               "Series  2004-1  Weighted  Average  Yield  Shortfall Lease Yield"
               ---------------------------------------------------------------
     means, for any Settlement Date, the quotient of the sum of the product with
     respect  to  each  Series 2004-1 Yield Shortfall Lease of (a) the actual or
     implicit  finance  charge  rate  applicable  to  such  Series  2004-1 Yield
     Shortfall Lease and (b) the Net Book Value of the Leased Vehicle subject to
     such  Series  2004-1  Yield  Shortfall  Lease  as  of  the  last day of the
     immediately  preceding  Monthly  Period  divided  by the aggregate Net Book
     Value  of  the  Leased  Vehicles  subject to all of the Series 2004-1 Yield
     Shortfall  Leases  as  of the last day of the immediately preceding Monthly
     Period.

               "Series  2004-1 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 2004-1
     Yield  Shortfall

                                                                              17
<PAGE>

     Leases,  assuming  that  all scheduled lease payments are made thereon when
     scheduled  and  that  the  Obligors thereunder do not elect to convert such
     Series  2004-1  Yield Shortfall Leases to Fixed Rate Leases, as of the last
     day  of  the  immediately  preceding  Monthly  Period.


               "Series  2004-1 Yield Shortfall Amount" means, for any Settlement
               ---------------------------------------
     Date, (i) if the Series 2004-1 Hypothetical Yield Shortfall Amount for such
     Settlement  Date  is  less  than  70%  of  the product of the Series 2004-1
     Invested  Percentage  and  the  Class  X 1999-1B Invested Amount as of such
     Settlement  Date  (after  giving  effect  to  any  increase thereof on such
     Settlement  Date),  an amount equal to the Series 2004-1 Hypothetical Yield
     Shortfall  Amount and (ii) otherwise, an amount equal to the product of (x)
     the  Series  2004-1  Weighted  Average  Yield Shortfall for such Settlement
     Date,  (y) the Series 2004-1 Invested Percentage on such Settlement Date of
     the  aggregate Lease Balance of all Series 2004-1 Yield Shortfall Leases as
     of  the  last  day  of the immediately preceding Monthly Period and (z) the
     Series  2004-1  Weighted  Average  Yield Shortfall Life for such Settlement
     Date.

               "Series 2004-1 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 2004-1 Minimum Yield
     Rate  as  of  the  last  day  of  the immediately preceding Monthly Period.


               "Series  2004-1  Yield  Supplement Account" is defined in Section
               ------------------------------------------                -------
     5A.9(a).
     -------

               "Series  2004-1  Yield  Supplement  Account Amount" means, on any
               --------------------------------------------------
     date  of  determination,  the  amount on deposit in the Series 2004-1 Yield
     Supplement  Account  and  available  for  withdrawal  therefrom.

               "Series  2004-1  Yield  Supplement Account Surplus" means, on any
               ---------------------------------------------------
     date of determination, the amount, if any, by which the Series 2004-1 Yield
     Supplement  Account  Amount  exceeds  the  Series  2004-1  Required  Yield
     Supplement  Amount.

               "Series 2004-1 Yield Supplement Deficiency" means, on any date of
               -----------------------------------------
     determination,  the  amount  by  which  the  Series 2004-1 Yield Supplement
     Account  Amount  is  less  than the Series 2004-1 Required Yield Supplement
     Amount.

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

               "Temporary  Global  Notes"  is  defined  in  Section  6.3.
               -------------------------                    ------------

               "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 2004-1 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 2004-1 Invested
     Percentage during such Monthly Period and the amount of the Unit Repurchase
     Payments  paid by the Servicer and/or SPV on such Settlement Date, (iii) an
     amount  equal  to  the  product of the average daily Series 2004-1 Invested
     Percentage  during  such


                                                                              18
<PAGE>

     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  2004-1 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 2004-1 Principal Collection Subaccount and the Series
     2004-1  General  Collection  Subaccount  transferred  to  the Series 2004-1
     Settlement  Collection  Subaccount  on  such  Settlement  Date  pursuant to
     Section  5A.1(b)  over  (b)  the  amount  withdrawn  from the Series 2004-1
     ---------------
     General Collection Subaccount pursuant to Section 5A.2(f) during the period
                                                --------------
     commencing  on  the  Period  End Date immediately preceding such Settlement
     Date  to  but  excluding  such  Settlement  Date.


               "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.

               "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.


                                   ARTICLE II

                         ARTICLE 5 OF THE BASE INDENTURE

               Sections  5.1  through  5.4  of the Base Indenture and each other
               -------------           ---
Section  of  Article 5 of the Indenture relating to another Series shall read in
their  entirety  as  provided  in the Base Indenture or any applicable Indenture
Supplement.  Article  5  of  the  Indenture (except for Sections 5.1 through 5.4
             ----------                                 ------------         ---
thereof  and  any  portion thereof relating to another Series) shall read in its
entirety  as  follows  and  shall be exclusively applicable to the Series 2004-1
Investor  Notes:

          Section  5A.1  Establishment  of  Series  2004-1  Subaccounts.
          -------------  -----------------------------------------------

     (a)  The  Indenture Trustee shall establish and maintain in the name of the
Indenture  Trustee for the benefit of the Series 2004-1 Investor Noteholders (i)
a  subaccount  of  the  Collection  Account  (the  "Series  2004-1  Collection
                                                    --------------------------
Subaccount");  and  (ii)  three  subaccounts  of  the  Series  2004-1 Collection
-----------
Subaccount:  (1) the Series 2004-1 General Collection Subaccount, (2) the Series
2004-1  Principal  Collection  Subaccount  and  (3) the Series 2004-1 Settlement
Collection  Subaccount  (respectively,  the  "Series  2004-1  General Collection
                                              ----------------------------------
Subaccount," the "Series 2004-1 Principal Collection Subaccount" and the "Series
----------        ---------------------------------------------          -------
2004-1  Settlement Collection Subaccount"); the accounts established pursuant to
----------------------------------------
this  Section  5A.1(a),  collectively,  the  "Series  2004-1 Subaccounts"), each
      ---------------                         ---------------------------
Series  2004-1  Subaccount  to  bear  a  designation  indicating  that the funds
deposited  therein  are  held  for  the  benefit  of  the Series 2004-1 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  2004-1  Subaccounts  and the proceeds thereof for the
benefit  of  the  Series  2004-

                                                                              19
<PAGE>

1  Investor  Noteholders.  The Series 2004-1 Subaccounts shall be under the sole
dominion  and  control  of  the  Indenture Trustee for the benefit of the Series
2004-1  Investor  Noteholders.

     (b)  The  Issuer  shall instruct the institution maintaining the Collection
Account  in  writing to invest funds on deposit in the Series 2004-1 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
2004-1  Subaccount may be invested together with funds held in other subaccounts
of  the  Collection  Account. Amounts on deposit and available for investment in
the  Series  2004-1  General  Collection  Subaccount  shall  be  invested by the
Indenture  Trustee  at  the  written  direction  of  the  Issuer  in  Permitted
Investments  that  mature,  or that are payable or redeemable upon demand of the
holder  thereof,  on or prior to the Business Day immediately preceding the next
Payment  Date.  Amounts  on  deposit  and available for investment in the Series
2004-1  Principal  Collection  Subaccount  shall  be  invested  by the Indenture
Trustee  at  the  written  direction of the Issuer in Permitted Investments that
mature, or that are payable or redeemable upon demand of the holder thereof, (i)
in  the  case  of  any  such  investment made during the Series 2004-1 Revolving
Period,  on  or  prior to the next Business Day and (ii) in the case of any such
investment  made  on any day during the Series 2004-1 Amortization Period, on or
prior  to  the Business Day immediately preceding the next Payment Date. On each
Settlement  Date,  all interest and other investment earnings (net of losses and
investment  expenses)  on  funds  deposited  in  the  Series  2004-1  Principal
Collection  Subaccount and the Series 2004-1 General Collection Subaccount shall
be  deposited in the Series 2004-1 Settlement Collection Subaccount.  The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of)
any  Permitted  Investments  prior  to  the  maturity thereof to the extent such
disposal  would  result in a loss of principal of such Permitted Investment.  In
the  absence of written direction as provided hereunder, all funds on deposit in
the  Collection  Account  shall  remain  uninvested.

     Section  5A.2     Allocations  with  Respect  to the Series 2004-1 Investor
     -------------     ---------------------------------------------------------
                       Notes.
                       -----

     (a)  Prior  to  1:00  P.M.,  New  York City time, on each Deposit Date, the
Administrator  shall  direct the Indenture Trustee in writing to allocate to the
Series  2004-1  Investor  Noteholders  and  deposit in the Series 2004-1 General
Collection  Subaccount  an  amount  equal  to  the  product of the Series 2004-1
Invested  Percentage on such Deposit Date and the Collections deposited into the
Collection  Account  on  such  Deposit  Date.

     (b)  On  the  Series  2004-1  Closing Date, the Indenture Trustee shall (i)
deposit  $11,016,000  of  the  net  proceeds  from the sale of the Series 2004-1
Investor  Notes  in  the  Series  2004-1  Reserve  Account  and (ii) deposit the
remainder  of the net proceeds from the sale of the Series 2004-1 Investor Notes
in  the  Series  2004-1  Principal  Collection  Subaccount.

     (c)  On  each  Determination  Date,  the  Administrator  shall  direct  the
Indenture  Trustee  in  writing  to  allocate  to  the  Series  2004-1  Investor
Noteholders and deposit in the Series 2004-1 Settlement Collection Subaccount on
the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale
Account  on such Transfer Date, in an amount equal to the product of the average
daily  Series  2004-1  Invested  Percentage  during  the  immediately


                                                                              20
<PAGE>

preceding  Monthly Period and the amount withdrawn from the Gain on Sale Account
pursuant  to  Section  5.2(e)  of the  Base  Indenture  on  such  Transfer  Date
             ---------------

     (d)  On  each  Determination  Date,  the  Administrator  shall  direct  the
Indenture  Trustee  in  writing  to  allocate  to  the  Series  2004-1  Investor
Noteholders and deposit in the Series 2004-1 Settlement Collection Subaccount on
the  immediately  succeeding  Settlement  Date  the  following  amounts:

     (i)  any  Unit  Repurchase  Payments made by the Servicer and/or SPV, in an
     amount  equal  to  the  product of the average daily Series 2004-1 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 2004-1 Invested Percentage
     during  the  immediately  preceding  Monthly  Period and the amount of such
     Monthly  Servicer  Advance;

     (iii)  payments  made  under  the  Lease Rate Caps maintained by the Issuer
     pursuant to Sections 5A.11(a) and (b), in an amount equal to the product of
                -----------------      ---
     the  average daily Series 2004-1 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 2004-1
     Lease  Rate  Cap.

     (e)  During  the  Series  2004-1  Revolving  Period,  the Administrator may
direct  the Indenture Trustee in writing on any Business Day to withdraw amounts
on  deposit  in the Series 2004-1 Principal Collection Subaccount for any of the
following  purposes:

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

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

     (iii)  on  the August 2004 Payment Date, in an amount equal to $88,536,603,
     to  the  Issuer  for  the redemption of the series 2001-1A senior preferred
     membership  interests  held  by Terrapin Funding LLC; provided, that, after
     giving  effect  to  the  withdrawal  of  those funds from the Series 2004-1
     Principal  Collection  Subaccount and application thereof to the redemption
     of  the  series  2001-1A  senior  preferred  membership  interests  and the
     issuance  by the Issuer of any Series 2004-1 Senior Membership Interests on
     that  date, no Series 2004-1 Allocated Asset Amount Deficiency shall exist.

     (f)  Prior  to  the  occurrence  of  a  Potential  Amortization Event or an
Amortization Event, on any Business Day during the period commencing on a Period
End  Date  to  but  excluding  the  next succeeding Settlement Date on which the
Administrator is able to determine the amounts to be distributed from the Series
2004-1 Settlement Collection Subaccount pursuant

                                                                              21
<PAGE>

to paragraphs (i) through (xii)of Section 5A.4(c)on such Settlement Date and any
                                  --------------
amounts  owing  in  respect  of the Series 2004-1 Preferred Membership Interests
under the Series 2004-1 Preferred Membership Interest Purchase Agreement on such
Settlement  Date,  the Administrator may direct the Indenture Trustee in writing
to  withdraw  from  the Series 2004-1 General Collection Subaccount and remit to
the  Issuer  the  Series  2004-1  Available  Excess  Collections Amount for such
Business  Day.


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

     (a)  JPMorgan  Chase  is hereby appointed Calculation Agent for the purpose
of  determining  the  Series  2004-1  Note Rates for each Series 2004-1 Interest
Period.  On each LIBOR Determination Date, the Calculation Agent shall determine
the  Series  2004-1 Note Rate for each Class of Series 2004-1 Investor Notes for
the  next  succeeding  Series  2004-1 Interest Period and deliver notice of such
Series  2004-1 Note Rates to the Indenture Trustee.  On each LIBOR Determination
Date,  the  Indenture  Trustee  shall deliver to the Administrator notice of the
Series  2004-1  Note Rate for each Class of Series 2004-1 Investor Notes for the
next  succeeding  Series  2004-1  Interest  Period.

     (b)  On  each  Determination  Date,  the  Administrator shall determine the
excess,  if  any  (the  "Interest  Shortfall Amount"), of (i) the sum of (A) the
                        ---------------------------
Series  2004-1  Monthly Interest for the Series 2004-1 Interest Period ending on
the  next  succeeding  Payment  Date  and  (B) the amount of any unpaid Interest
Shortfall Amount, as of the preceding Payment Date (together with any Additional
Interest  on  such Interest Shortfall Amount) over (ii) the amount which will be
                                              ----
available to pay interest on the Series 2004-1 Investor Notes in accordance with
Section  5A.4(c)  on  such  Payment  Date. If the Interest Shortfall Amount with
----------------
respect  to  any  Payment Date is greater than zero, payments of interest to the
Series 2004-1 Investor Noteholders will be reduced on a pro rata basis, based on
                                                        --- ----
the  amount  of interest payable to each such Series 2004-1 Investor Noteholder,
by  the  Interest Shortfall Amount. The portion of the Interest Shortfall Amount
allocable  to each Class of Series 2004-1 Investor Notes shall be referred to as
the  "Class A-1 Interest Shortfall Amount" and the "Class A-2 Interest Shortfall
      -----------------------------------           ---------------------------
Amount",  respectively. An additional amount of interest ("Additional Interest")
-------                                                    --------------------
shall  accrue  on  the  Class  A-1  Interest  Shortfall Amount and the Class A-2
Interest  Shortfall  Amount  for  each  Series  2004-1  Interest  Period  at the
applicable  Series  2004-1  Note  Rate  for  such Series 2004-1 Interest Period.

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

     (a)  On  each Settlement Date, the Administrator shall direct the Indenture
Trustee  in  writing  to  withdraw  from  the  Series  2004-1 General Collection
Subaccount and allocate to the Series 2004-1 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  2004-1 General Collection
Subaccount  and the Series 2004-1 Principal Collection Subaccount transferred to
the Series 2004-1 Settlement Collection Subaccount pursuant to Section 5A.1(b)).
                                                               ---------------
(b)    If  the  Administrator determines that the aggregate amount distributable
from  the  Series 2004-1 Settlement Collection Subaccount pursuant to paragraphs
(i)  through  (ix) of Section 5A.4(c) on any Payment Date exceeds the Total Cash
                      ---------------
Available  for  such  Payment  Date  (the "Deficiency"), the Administrator shall
                                           ----------
notify  the  Indenture  Trustee  thereof in writing at

                                                                              22
<PAGE>

or  before  10:00  a.m.,  New  York  City  time, on the Business Day immediately
preceding such Payment Date, and the Indenture Trustee shall, in accordance with
such  notice,  by 11:00 a.m., New York City time, on such Payment Date, withdraw
from  the  Series  2004-1  Reserve  Account  and  deposit  in  the Series 2004-1
Settlement  Collection  Subaccount  an  amount  equal  to  the least of (x) such
Deficiency,  (y)  the  product  of  the  average  daily  Series  2004-1 Invested
Percentage  during  the  immediately  preceding Monthly Period and Aggregate Net
Lease  Losses  for such Monthly Period and (z) the Series 2004-1 Reserve Account
Amount and, to the extent that such amount is less than the Deficiency, withdraw
from the Series 2004-1 Yield Supplement Account and deposit in the Series 2004-1
Settlement  Collection Subaccount an amount equal to the lesser of the amount of
such insufficiency and the Series 2004-1 Yield Supplement Account Amount. If the
Deficiency  with respect to any Payment Date exceeds the amounts to be withdrawn
from  the  Series  2004-1 Reserve Account and the Series 2004-1 Yield Supplement
Account  pursuant to the immediately preceding sentence, the Administrator shall
instruct the Indenture Trustee in writing at or before 10:00 a.m., New York City
time,  on  the  Business  Day  immediately  preceding such Payment Date, and the
Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York
City time, on such Payment Date, withdraw from the Series 2004-1 Reserve Account
and  deposit  in  the  Series  2004-1 Settlement Collection Subaccount an amount
equal  to  the lesser of (x) the remaining portion of the Deficiency and (y) the
Series  2004-1  Reserve  Account  Amount  (after giving effect to the withdrawal
described  in  the  immediately  preceding  sentence).

     (ii)     If  the  Administrator  determines  that  (A)  the  amount  to  be
deposited  in  the Series 2004-1 Distribution Account in accordance with Section
                                                                         -------
5A.4(c)(ix)  and  paid to the Class A-1 Investor Noteholders pursuant to Section
----------                                                               -------
5A.6  on  the  Class A-1 Final Maturity Date is less than the Class A-1 Invested
----
Amount  or  (B)  the  amount  to  be deposited in the Series 2004-1 Distribution
Account  in  accordance  with  Section  5A.4(c)(ix)  and  paid  to the Class A-2
                                        ----------
Investor  Noteholders  pursuant  to Section 5A.6 on the Class A-2 Final Maturity
                                    ------------
Date  is less than the Class A-2 Invested Amount, the Administrator shall notify
the  Indenture Trustee thereof in writing at or before 10:00 a.m., New York City
time,  on  the  Business Day immediately preceding such Final Maturity Date, and
the  Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New
York  City  time,  on  such Final Maturity Date, withdraw from the Series 2004-1
Reserve  Account and deposit in the Series 2004-1 Distribution Account an amount
equal  to the lesser of such insufficiency and the Series 2004-1 Reserve Account
Amount  (after  giving  effect  to  any withdrawal therefrom pursuant to Section
                                                                         -------
5A.4(b)(i)  on  such  Final  Maturity  Date).  In addition, if the Series 2004-1
---------
Reserve  Account  Amount  is less than such insufficiency on the Class A-2 Final
Maturity  Date,  the Administrator shall notify the Indenture Trustee thereof in
writing  at  or  before  10:00  a.m.,  New  York  City time, on the Business Day
immediately  preceding  the  Class  A-2  Final  Maturity Date, and the Indenture
Trustee  shall,  in  accordance  with  such notice, by 11:00 a.m., New York City
time,  on  the  Class  A-2  Final Maturity Date, withdraw from the Series 2004-1
Yield  Supplement  Account and deposit in the Series 2004-1 Distribution Account
an  amount  equal  to  the lesser of such remaining insufficiency and the Series
2004-1  Yield  Supplement  Account Amount (after giving effect to any withdrawal
therefrom  pursuant to Section 5A.4(b)(i) on the Class A-2 Final Maturity Date).
                       ------------------
     (c)  On each Payment Date, based solely on the information contained in the
Monthly  Settlement  Statement with respect to Series 2004-1 Investor Notes, the
Indenture

                                                                              23
<PAGE>

Trustee  shall  apply  the  following amounts allocated to, or deposited in, the
Series  2004-1  Settlement  Collection  Subaccount  on  such Payment Date in the
following  order  of  priority:

     (i)  to  SPV,  an amount equal to the Series 2004-1 Excess Fleet Receivable
     Amount,  if  any,  for  such  Payment  Date;

     (ii)  to  the  Gain  On  Sale Account, an amount equal to the Series 2004-1
     Monthly  Residual  Value  Gain,  if  any,  for  such  Payment  Date;

     (iii)  to  the  Servicer,  an  amount  equal  to the product of the Monthly
     Servicer Advance Reimbursement Amount for such Payment Date and the average
     daily  Series  2004-1  Invested Percentage during the immediately preceding
     Monthly  Period;

     (iv)  if  VMS  is not the Servicer, to the Servicer, an amount equal to the
     Series  2004-1  Basic  Servicing  Fee for the Series 2004-1 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  2004-1  Distribution  Account, an amount equal to the
     Series 2004-1 Monthly Interest payable on such Payment Date plus the amount
     of  any unpaid Interest Shortfall Amount, as of the preceding Payment Date,
     together  with  any  Additional  Interest on such Interest Shortfall Amount
     (such  amount,  the "Monthly Interest Payment");
                         --------------------------

     (vi) if VMS is the Servicer, to the Servicer, an amount equal to the Series
     2004-1  Basic Servicing Fee for the Series 2004-1 Interest Period ending on
     such  Payment  Date;

     (vii)  to  the  Administrator,  an  amount  equal to the Series 2004-1
     Administrator  Fee  for  the  Series  2004-1 Interest Period ending on such
     Payment  Date;

     (viii)  other  than  during  a  Lockout  Period,  to the Series 2004-1
     Preferred  Member  Distribution  Account,  an  amount equal to the Dividend
     Amount  for  such  Payment  Date;

     (ix)  (A)  on any Payment Date immediately succeeding a Monthly Period
     falling  in  the  Series  2004-1  Revolving Period,  to  the  Series 2004-1
     Principal  Collection  Subaccount,  an  amount  equal  to the Series 2004-1
     Allocated Asset Amount Deficiency, if any, on such Payment Date, (B) on the
     earlier  of  (x)  the second Payment Date following the January 2006 Period
     End  Date  or  (y)  the  first  Payment Date following the occurrence of an
     Amortization  Event,  to  the Series 2004-1 Distribution Account, an amount
     equal  to the lesser of the Series 2004-1 Principal Payment Amount for such
     Payment Date and the Series 2004-1 Invested Amount on such Payment Date and
     (C)  if  any  Series  2004-1  Preferred Membership Interests are issued and
     outstanding,  on  any  Payment  Date  on  and  after the Series 2004-1 Note
     Termination  Date,  to  the  Series  2004-1  Preferred  Member Distribution
     Account,  an amount equal to the Series 2004-1 Principal Payment Amount for
     such  Payment  Date  (or,  on  the Series 2004-1 Note Termination Date, the
     portion

                                                                              24
<PAGE>

     thereof  not  deposited  into  the  Series  2004-1  Distribution  Account);
     provided,  however that on or after the Series 2004-1 Note Termination Date
     during  a  Lockout  Period,  the Series 2004-1 Principal Payment Amount for
     such  Payment  Date  (or,  on  the Series 2004-1 Note Termination Date, the
     portion  thereof not deposited into the Series 2004-1 Distribution Account)
     shall be applied by the Indenture Trustee in accordance with Section 5.4(d)
                                                                  --------------
     of  the  Base  Indenture;

     (x)  to the Series 2004-1 Reserve Account, to the extent that a Series
     2004-1  Liquid Credit Enhancement Deficiency exists or, on any Payment Date
     immediately  succeeding  a  Monthly  Period  falling  in  the Series 2004-1
     Amortization  Period,  to  the  extent that a Series 2004-1 Allocated Asset
     Amount  Deficiency  exists,  an  amount  equal  to  the  greater  of  such
     deficiencies;

     (xi) to the Series 2004-1 Yield Supplement Account, to the extent that
     a  Series  2004-1  Yield Supplement Deficiency exists (or, will exist after
     giving  effect  to  any reduction in the Class X 1999-1B Invested Amount on
     such  Payment  Date),  an  amount  equal  to  such  deficiency;

     (xii)  if  VMS is not the Servicer, to the Servicer, an amount equal to any
     Series  2004-1  Supplemental  Servicing  Fee for the Series 2004-1 Interest
     Period  ending  on  such  Payment  Date;

     (xiii)  if  any Series 2004-1 Preferred Membership Interests are issued and
     outstanding, to the Series 2004-1 Preferred Member Distribution Account, an
     amount  equal  to  the  balance  remaining  in the Series 2004-1 Settlement
     Collection  Subaccount;

     (xiv)  if  no  Series  2004-1 Preferred Membership Interests are issued and
     outstanding,  to,  or  at  the  written direction of, the Issuer, an amount
     equal  to  the balance remaining in the Series 2004-1 Settlement Collection
     Subaccount.

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

     On  each  Payment  Date,  based  solely on the information contained in the
Monthly  Settlement  Statement with respect to the Series 2004-1 Investor Notes,
the  Indenture  Trustee  shall,  in  accordance  with  Section  6.1  of the Base
                                                       ------------
Indenture, distribute to the Series 2004-1 Investor Noteholders, from the Series
2004-1  Distribution  Account  the Monthly Interest Payment to the extent of the
amount  deposited  in  the Series 2004-1 Distribution Account for the payment of
interest  pursuant  to  Section  5A.4(c)(v).
                        -------------------

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

     (a)  The principal amount of each Class of the Series 2004-1 Investor Notes
shall  be due and payable on the Final Maturity Date with respect to such Class.

     (b)  On  each  Payment  Date  on which a deposit is made to the Series
2004-1  Distribution  Account  pursuant  to  Section 5A.4(c)(ix) or an amount is
                                             ------------------
deposited  in  the  Series  2004-1  Distribution  Account  pursuant  to  Section
                                                                        --------
5A.4(b)(ii), based solely on the information contained in the Monthly Settlement
----------
Statement  with  respect  to  Series  2004-1  Investor  Notes,  the

                                                                              25
<PAGE>

Indenture  Trustee  shall, in accordance with Section 6.1 of the Base Indenture,
                                               -----------
distribute  during the Series 2004-1 Amortization Period, pro rata to each Class
                                                          --- ----
A-1  Investor  Noteholder from the Series 2004-1 Distribution Account the amount
deposited  therein  pursuant  to  Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in
                                  ------------------      ------------------
order  to  pay  the  Class  A-1 Invested Amount, and thereafter pro rata to each
Class  A-2  Investor  Noteholder from the Series 2004-1 Distribution Account the
amount deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii)
                                      ------------------      ------------------
in  order  to  pay  the  Class A-2 Invested Amount; provided however that on any
Payment  Date  falling  after  the occurrence of an Amortization Event resulting
from  the  occurrence of an Event of Default described in Section 9.1(a), (b) or
                                                           -------------  ---
(f)  of  the  Base  Indenture the Indenture Trustee shall distribute pro rata to
---                                                                  --- ----
each  Series  2004-1  Investor  Noteholder  from  the Series 2004-1 Distribution
Account  the  amounts  deposited  therein  pursuant  to  Section 5A.4(c)(ix) and
                                                         -------------------
Section  5A.4(b)(ii) in order to pay the Class A-1 Invested Amount and the Class
-------------------
A-2  Invested  Amount.

     (c)  The  Indenture  Trustee shall notify the Person in whose name a Series
2004-1  Investor  Note is registered at the close of business on the Record Date
preceding  the  Payment  Date  on  which  the  Issuer  expects  that  the  final
installment  of  principal  of  and interest on such Series 2004-1 Investor Note
will  be paid. Such notice shall be made at the expense of the Administrator and
shall  be  mailed  within  three  (3)  Business  Days  of  receipt  of a Monthly
Settlement  Statement  indicating that such final payment will be made and shall
specify  that  such final installment will be payable only upon presentation and
surrender  of such Series 2004-1 Investor Note and shall specify the place where
such Series 2004-1 Investor Note may be presented and surrendered for payment of
such  installment.  Notices  in  connection  with  redemptions  of Series 2004-1
Investor  Notes  shall be (i) transmitted by facsimile to Series 2004-1 Investor
Noteholders  holding  Global  Notes  and  (ii) sent by registered mail to Series
2004-1 Investor Noteholders holding Definitive Notes and shall specify that such
final  installment  will be payable only upon presentation and surrender of such
Series 2004-1 Investor Note and shall specify the place where such Series 2004-1
Investor  Note may be presented and surrendered for payment of such installment.

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

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

                                                                              26
<PAGE>

confirmation  of  any  such  direction  and  (ii)  written  confirmation  of all
information  used  by  the  Administrator  in  giving  any  such  direction.

     Section  5A.8     Series  2004-1  Reserve  Account.
     -------------     ---------------------------------

     (a)  The  Indenture Trustee shall establish and maintain in the name of the
Indenture  Trustee  for the benefit of the Series 2004-1 Investor Noteholders an
account  (the  "Series  2004-1  Reserve Account"), bearing a designation clearly
                -------------------------------
indicating  that  the  funds  deposited  therein are held for the benefit of the
Series  2004-1 Investor Noteholders.  The Series 2004-1 Reserve Account shall be
an  Eligible  Deposit Account; provided that, if at any time such account is not
                               --------
an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of
obtaining  knowledge  of  such  reduction, establish a new Series 2004-1 Reserve
Account  that  is  an  Eligible  Deposit  Account.  If  the  Indenture  Trustee
establishes  a new Series 2004-1 Reserve Account, it shall transfer all cash and
investments  from  the non-qualifying Series 2004-1 Reserve Account into the new
Series 2004-1 Reserve Account. Initially, the Series 2004-1 Reserve Account will
be  established  with  JPMorgan  Chase  Bank.

     (b)  The  Issuer may instruct the institution maintaining the Series 2004-1
Reserve  Account  in  writing  to  invest  funds on deposit in the Series 2004-1
Reserve  Account  from  time  to  time  in Permitted Investments selected by the
Issuer (by standing instructions or otherwise); provided, however, that any such
                                                --------  -------
investment  shall  mature  not  later than the Business Day prior to the Payment
Date  following  the date on which such funds were received.  All such Permitted
Investments  will  be credited to the Series 2004-1 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 additional action
as  is  required  to  maintain  the Indenture Trustee's security interest in the
Permitted Investments credited to the Series 2004-1 Reserve Account.  In absence
of  written  direction  as  provided  hereunder,  funds on deposit in the Series
2004-1  Reserve  Account  shall  remain  uninvested.

     (c)  All interest and earnings (net of losses and investment expenses) paid
on  funds  on deposit in the Series 2004-1 Reserve Account shall be deemed to be
on  deposit  and  available  for  distribution.

     (d)  If  there is a Series 2004-1 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 2004-1 Reserve
Account  and deposit in the Series 2004-1 Preferred Member Distribution Account,
and  the Indenture Trustee shall withdraw from the Series 2004-1 Reserve Account
and  deposit in the Series 2004-1 Preferred Member Distribution Account, so long
as  no  Series  2004-1  Allocated Asset Amount Deficiency exists or would result

                                                                              27
<PAGE>

therefrom,  an amount up to the lesser of (i) such Series 2004-1 Reserve Account
Surplus  on  such Business Day and (ii) the Series 2004-1 Reserve Account Amount
on  such  Business  Day.

     (e)  Amounts  will  be  withdrawn from the Series 2004-1 Reserve Account in
accordance  with  Section  5A.4(b).
                  ----------------

     (f)  In  order  to  secure and provide for the repayment and payment of the
Issuer  Obligations with respect to the Series 2004-1 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 2004-1
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
2004-1  Reserve  Account,  including  any security entitlement thereto; (ii) all
funds  on  deposit  therein  from  time  to  time;  (iii)  all  certificates and
instruments,  if any, representing or evidencing any or all of the Series 2004-1
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
2004-1  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  2004-1  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 2004-1 Reserve Account and in all proceeds thereof and shall
be  the only person authorized to originate entitlement orders in respect of the
Series  2004-1  Reserve  Account.  The  Indenture  Trustee and the Series 2004-1
Investor  Noteholders  shall  have no interest in any amounts withdrawn from the
Series  2004-1  Reserve  Account  and  deposited  in the Series 2004-1 Preferred
Member  Distribution  Account.

     (g) On the first Payment Date after the Series 2004-1 Note Termination Date
on which the sum of (a) the Series 2004-1 Reserve Account Amount, (b) the Series
2004-1  Yield  Supplement  Account  Amount  and  (c)  the amount available to be
deposited  in  the  Series  2004-1  Preferred  Member  Distribution  Account  in
accordance  with  Section  5A.4(c)(ix) is at least equal to the aggregate stated
                  --------------------
liquidation  preference  of the Series 2004-1 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
2004-1  Reserve Account all amounts on deposit therein for deposit in the Series
2004-1  Preferred  Member  Distribution  Account.

     Section  5A.9     Series  2004-1  Yield  Supplement  Account.
     -------------     -------------------------------------------

     (a)  The  Indenture Trustee shall establish and maintain in the name of the
Indenture  Trustee  for the benefit of the Series 2004-1 Investor Noteholders an
account  (the  "Series  2004-1 Yield Supplement Account"), bearing a designation
                ---------------------------------------
clearly  indicating that the funds deposited therein are held for the benefit of
the  Series  2004-1  Investor  Noteholders.  The  Series 2004-1 Yield Supplement
Account shall be an Eligible Deposit Account; provided that, if at any time such
                                              --------
account  is  not  an Eligible Deposit Account, then the Indenture Trustee shall,
within  30 days of obtaining knowledge of such reduction, establish a new Series
2004-1  Yield  Supplement  Account  that  is an Eligible Deposit Account. If the
Indenture  Trustee  establishes a

                                                                              28
<PAGE>

new  Series  2004-1  Yield  Supplement  Account,  it shall transfer all cash and
investments  from the non-qualifying Series 2004-1 Yield Supplement Account into
the  new  Series  2004-1  Yield Supplement Account. Initially, the Series 2004-1
Yield  Supplement  Account  will  be  established  with  JPMorgan  Chase  Bank.

     (b)  The  Issuer may instruct the institution maintaining the Series 2004-1
Yield  Supplement  Account  in  writing to invest funds on deposit in the Series
2004-1  Yield  Supplement  Account  from  time  to time in Permitted Investments
selected  by  the  Issuer  (by  standing  instructions  or otherwise); provided,
                                                                       --------
however,  that  any such investment shall mature not later than the Business Day
-------
prior  to the Payment Date following the date on which such funds were received.
All  such  Permitted  Investments  will  be  credited to the Series 2004-1 Yield
Supplement  Account  and  any  such  Permitted  Investments  that constitute (i)
Physical  Property  (and that is not either a United States Security Entitlement
or  a  Security  Entitlement)  shall  be  delivered  to the Indenture Trustee in
accordance  with paragraph (a) of the definition of "Delivery" and shall be held
by  the  Indenture  Trustee  pending maturity or disposition; (ii) United States
Security  Entitlements  or  Security  Entitlements  shall  be  Controlled by the
Indenture  Trustee  pending  maturity  or  disposition; and (iii) Uncertificated
Securities  (and  not United States Security Entitlements) shall be delivered to
the  Indenture  Trustee  in  accordance  with paragraph (b) of the definition of
"Delivery"  and shall be maintained by the Indenture Trustee pending maturity or
disposition.  The  Indenture  Trustee shall, at the direction and expense of the
Administrator,  take  such  additional  action  as  is  required to maintain the
Indenture  Trustee's  security interest in the Permitted Investments credited to
the  Series  2004-1 Yield Supplement Account. In absence of written direction as
provided  hereunder,  funds  on  deposit  in  the Series 2004-1 Yield Supplement
Account  shall  remain  uninvested.

     (c)  All interest and earnings (net of losses and investment expenses) paid
on  funds  on  deposit  in  the  Series 2004-1 Yield Supplement Account shall be
deemed  to  be  on  deposit  and  available  for  distribution.

     (d)  If  there  is  a Series 2004-1 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 2004-1
Yield  Supplement  Account  and  deposit  in  the Series 2004-1 Preferred Member
Distribution  Account,  and the Indenture Trustee shall withdraw from the Series
2004-1  Yield  Supplement  Account  and  deposit  in the Series 2004-1 Preferred
Member Distribution Account an amount up to the lesser of (i) such Series 2004-1
Yield Supplement Account Surplus on such Business Day and (ii) the Series 2004-1
Yield  Supplement  Account  Amount  on  such  Business  Day.

     (e)  Amounts  will  be  withdrawn  from  the Series 2004-1 Yield Supplement
Account in  accordance  with  Section  5A.4(b).
                              ----------------

     (f)  In  order  to  secure and provide for the repayment and payment of the
Issuer  Obligations with respect to the Series 2004-1 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 2004-1
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
2004-1  Yield  Supplement  Account,  including any security entitlement thereto;
(ii)  all  funds  on  deposit  therein

                                                                              29
<PAGE>

from  time to time; (iii) all certificates and instruments, if any, representing
or  evidencing  any  or all of the Series 2004-1 Yield Supplement Account or the
funds  on  deposit  therein  from time to time; (iv) all investments made at any
time  and  from  time  to time with monies in the Series 2004-1 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
2004-1  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  2004-1 Yield Supplement Account and in all proceeds thereof and
shall  be  the only person authorized to originate entitlement orders in respect
of  the  Series  2004-1  Yield Supplement Account. The Indenture Trustee and the
Series  2004-1  Investor  Noteholders  shall  have  no  interest  in any amounts
withdrawn  from  the Series 2004-1 Yield Supplement Account and deposited in the
Series  2004-1  Preferred  Member  Distribution  Account.

     (g) On the first Payment Date after the Series 2004-1 Note Termination Date
on which the sum of (a) the Series 2004-1 Reserve Account Amount, (b) the Series
2004-1  Yield  Supplement  Account  Amount  and  (c)  the amount available to be
deposited  in  the  Series  2004-1  Preferred  Member  Distribution  Account  in
accordance  with  Section  5A.4(c)(ix) is at least equal to the aggregate stated
                  --------------------
liquidation  preference  of the Series 2004-1 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
2004-1  Yield  Supplement  Account all amounts on deposit therein for deposit in
the  Series  2004-1  Preferred  Member  Distribution  Account.

     Section  5A.10     Series  2004-1  Distribution  Account.
     --------------     --------------------------------------

     (a)  The  Indenture Trustee shall establish and maintain in the name of the
Indenture  Trustee  for the benefit of the Series 2004-1 Investor Noteholders an
account  (the  "Series  2004-1  Distribution  Account"),  bearing  a designation
                -------------------------------------
clearly  indicating that the funds deposited therein are held for the benefit of
the  Series 2004-1 Investor Noteholders.  The Series 2004-1 Distribution Account
shall be an Eligible Deposit Account; provided that, if at any time such account
                                      --------
is  not an Eligible Deposit Account, then the Indenture Trustee shall, within 30
days  of  obtaining  knowledge  of such reduction, establish a new Series 2004-1
Distribution  Account  that  is  an  Eligible  Deposit Account. If the Indenture
Trustee  establishes a new Series 2004-1 Distribution Account, it shall transfer
all  cash  and  investments  from  the non-qualifying Series 2004-1 Distribution
Account  into  the new Series 2004-1 Distribution Account. Initially, the Series
2004-1  Distribution  Account  will  be  established  with  JPMorgan Chase Bank.

     (b)  In  order  to  secure and provide for the repayment and payment of the
Issuer  Obligations with respect to the Series 2004-1 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 2004-1
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
2004-1  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


                                                                              30
<PAGE>

all  of  the  Series 2004-1 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 2004-1 Distribution Account or 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 2004-1 Distribution Account and in all proceeds thereof and
shall  be  the only person authorized to originate entitlement orders in respect
of  the  Series  2004-1  Distribution  Account.

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

     (a)  The  Issuer  shall have obtained on the Series 2004-1 Closing Date and
shall  thereafter  maintain  one  or more interest rate caps, each from a Series
2004-1 Eligible Counterparty, having, in the aggregate, a notional amount on the
Series  2004-1 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 2004-1
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  0.705%  per  annum.

     (b)  On  or prior to the date that any Fixed Rate Lease is allocated to the
Lease  SUBI  Portfolio  on  or  after the Series 2004-1 Closing Date, the Issuer
shall  have  obtained  and shall thereafter maintain an interest rate cap from a
Series  2004-1  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  0.705%  per  annum.

     (c)  The  Issuer  may  obtain  an  interest  rate  cap from a Series 2004-1
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 2004-1 Closing Date having a notional
amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of
the  Monthly Period immediately preceding the date as of which such Lease became
a Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual
Value of the related Leased Vehicle and on each Payment Date thereafter at least
equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day
of the Monthly Period immediately preceding such Payment Date, plus, in the case
of  a  Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and  an  effective  strike  rate  based  on  the  eurodollar


                                                                              31
<PAGE>

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 0.705% per
annum.  If  the Issuer obtains an interest rate cap in respect of any Fixed Rate
Lease  satisfying  the  requirements of this Section 5A.11(c), it shall maintain
                                             ----------------
such  interest  rate  cap.

     (d)  The  Issuer  shall have obtained on the Series 2004-1 Closing Date and
shall thereafter  maintain  the  Series  2004-1  Required  Lease  Rate  Cap.

     (e) If the short-term credit rating of any provider of an interest rate cap
required  to  be  obtained and maintained by the Issuer pursuant to this Section
                                                                         -------
5A.11  falls  below  "A-1"  by  Standard  &  Poor's  or  "P-1" by Moody's or the
-----
long-term  unsecured  credit  rating  of  any  such provider falls below "A+" by
Standard  &  Poor's  or  "Aa3" by Moody's, the Issuer shall obtain an equivalent
interest  rate  cap from a Series 2004-1 Eligible Counterparty within 30 days of
such  decline  in  credit  rating  unless  such  provider  provides some form of
collateral for its obligations under its interest rate cap and the Rating Agency
Condition  is  satisfied  with respect to such arrangement.  The Issuer will not
permit  any  interest  rate  cap  required  to be obtained and maintained by the
Issuer  pursuant  to this Section 5A.11 to be terminated or transferred in whole
                          -------------
or  in part unless a replacement interest rate cap therefor has been provided as
described  in  the  immediately  preceding  sentence  and,  after  giving effect
thereto,  the  Issuer  has  the  interest  rate caps required to be obtained and
maintained  by  the  Issuer  pursuant  to  this  Section  5A.11.
                                                 --------------

     (f)  In  order  to  secure and provide for the repayment and payment of the
Issuer  Obligations with respect to the Series 2004-1 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 2004-1
Investor  Noteholders,  all  of the Issuer's right, title and interest in and to
the Series 2004-1 Lease Rate Cap and any and all payments thereunder and any and
all  proceeds  thereof  (including  as  a  result  of  the termination thereof).


                                  ARTICLE III

                               AMORTIZATION EVENTS

     If  any  one of the following events shall occur with respect to the Series
2004-1  Investor  Notes:

     (a)  the  Series  2004-1  Reserve  Account  shall have become subject to an
injunction,  estoppel  or  other  stay  or a Lien (other than a Permitted Lien);

     (b) the Series 2004-1 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  2004-1 Liquid Credit Enhancement Deficiency shall occur and
continue  for  at  least  two  Business  Days;

     (d)  a  Series  2004-1  Allocated  Asset  Amount Deficiency shall occur and
continue for  at  least  two  Business  Days;

                                                                              32
<PAGE>

     (e)  a  Series  2004-1 Yield Supplement Deficiency shall occur and continue
for  at least  two  Business  Days;

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

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

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

     (i)  the  failure on the part of the Issuer to declare and pay dividends on
the  Series  2004-1  Senior  Preferred Membership Interests or the Series 2004-1
Junior  Preferred  Membership  Interests  on any Payment Date in accordance with
their  terms;

     (j)  any  Servicer  Termination  Event  shall  occur;

     (k)  any  Termination  Event  shall  occur;

     (l)  an  Event  of Default with respect to the Series 2004-1 Investor Notes
shall occur;

     (m) there is at least $10,000,000 on deposit in the Series 2004-1 Principal
Collection  Subaccount  on  two  consecutive  Settlement Dates during the Series
2004-1  Revolving  Period;

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

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

     (p)  failure  on  the part of the Issuer (i) to make any payment or deposit
required  by  the  terms of the Indenture (or within the applicable grace period
which  shall not exceed two Business Days after the date such payment or deposit
is  required  to  be  made)  or  (ii) duly to observe or perform in any material
respect  any  covenants  or  agreements  of  the  Issuer  set  forth in the Base
Indenture or this Indenture Supplement, which failure continues unremedied for a
period  of  45  days  after  there  shall  have  been given to the Issuer by the
Indenture  Trustee  or the Issuer and the Indenture Trustee by the Series 2004-1
Required  Investor  Noteholders,  written  notice  specifying  such  default and
requiring  it  to  be  remedied;

     (q) any representation or warranty made by the Issuer in the Base Indenture
or this Indenture Supplement, or any information required to be delivered by the
Issuer  to  the  Indenture  Trustee  shall  prove  to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any  material  respect  for  a  period  of  45  days  after

                                                                              33
<PAGE>

there shall have been given to the Issuer by the Indenture Trustee or the Issuer
and  the  Indenture  Trustee by the Series 2004-1 Required Investor Noteholders,
written  notice  thereof;


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

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

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

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

then,  in  the  case  of any event described in clause (p) through (u) above, an
Amortization  Event  will  be deemed to have occurred with respect to the Series
2004-1  Investor  Notes  only,  if after the applicable grace period, either the
Indenture  Trustee  or  Series 2004-1 Investor Noteholders holding a Majority in
Interest of the Series 2004-1 Investor Notes, declare that an Amortization Event
has  occurred  with  respect to the Series 2004-1 Investor Notes. In the case of
any event described in clauses (a) through (o) above, an Amortization Event with
respect  to  the  Series  2004-1  Investor Notes will be deemed to have occurred
without  notice  or  other  action  on  the part of the Indenture Trustee or the
Series  2004-1  Investor  Noteholders.


                                   ARTICLE IV

                               OPTIONAL PREPAYMENT

     The Issuer shall have the option to prepay the Series 2004-1 Investor Notes
in full on any Payment Date after the Payment Date in February 2006.  The Issuer
shall  give  the  Indenture  Trustee  at  least ten Business Days' prior written
notice  of  the Payment Date on which the Issuer intends to exercise such option
to  prepay  (the "Prepayment Date").  The prepayment price for the Series 2004-1
                  ---------------
Investor  Notes  shall  equal the aggregate outstanding principal balance of the
Series  2004-1 Investor Notes (determined after giving effect to any payments of
principal  and  interest on such Payment Date), plus accrued and unpaid interest
on such outstanding principal balance.  Not later than 11:00 a.m., New York City
time,  on  such  Prepayment  Date, the Issuer shall deposit in the Series 2004-1
Distribution  Account  an  amount  equal  to the prepayment price in immediately
available  funds.  The  funds  deposited  into  the  Series  2004-1 Distribution

                                                                              34
<PAGE>

Account  will  be  paid  by  the Indenture Trustee to the Series 2004-1 Investor
Noteholders  on  such  Prepayment  Date.

                                    ARTICLE V

                        SERVICING AND ADMINISTRATOR FEES

     Section  5.1  Servicing  Fees. A periodic servicing fee (the "Series 2004-1
     ------------   --------------                                 -------------
Basic  Servicing Fee") shall be payable to the Servicer on each Payment Date for
--------------------
the Series 2004-1 Interest Period ending on such Payment Date in an amount equal
to  the  product of (a) 0.215% (the "Series Servicing Fee Percentage") times (b)
the  Series 2004-1 Allocated Adjusted Aggregate Unit Balance as of the first day
of  such  Series  2004-1  Interest  Period  times (c) the number of days in such
Series  2004-1  Interest  Period  divided  by  365 (or 366, as applicable) days;
provided,  however that if VMS is not the Servicer, the servicing fee payable to
the  Servicer  on each Payment Date hereunder may be increased such that the sum
of  the  Series  2004-1  Basic  Servicing  Fee  and the additional servicing fee
payable  to  the  Servicer  hereunder (the "Series 2004-1 Supplemental Servicing
                                            ------------------------------------
Fee")  for  each  Series  2004-1 Interest Period equals 110% of the costs to the
---
successor  Servicer  of  servicing  the  portion  of  the  Lease  SUBI Portfolio
allocated  to  Series 2004-1 during such Series 2004-1 Interest Period. For this
purpose,  the portion of the Lease SUBI Portfolio allocated to Series 2004-1 for
each  Series  2004-1  Interest  Period  shall  equal  the  average Series 2004-1
Invested Percentage during such Series 2004-1 Interest Period. The Series 2004-1
Basic  Servicing  Fee  and any Series 2004-1 Supplemental Servicing Fee shall be
payable  to  the  Servicer  on  each  Payment  Date pursuant to Section 5A.4(c).
                                                                ---------------
     Section  5.2  Administrator  Fee.  A  periodic  fee  (the  "Series  2004-1
     ------------  -----------------                             --------------
Administrator  Fee")  shall be payable to the Administrator on each Payment Date
------------------
for  the  Series 2004-1 Interest Period ending on such Payment Date in an amount
equal to the product of (a) 0.01% times (b) the Series 2004-1 Allocated Adjusted
Aggregate  Unit Balance as of the first day of the immediately preceding Monthly
Period  times  (c)  the  number  of  days  in such Series 2004-1 Interest Period
divided by 365 (or 366, as applicable) days. The Series 2004-1 Administrator Fee
shall  be  payable to the Administrator on each Payment Date pursuant to Section
                                                                        --------
5A.4(c)(vii).
-----------
                                   ARTICLE VI

                           FORM OF SERIES 2004-1 NOTES

     Section  6.1  Initial  Issuance  of  Series  2004-1  Investor  Notes.
     ------------  -------------------------------------------------------

     The  Series  2004-1 Investor Notes are being offered and sold by the Issuer
pursuant  to  a  Purchase Agreement, dated July 15, 2004, among the Issuer, VMS,
PHH  and  J.P.  Morgan  Securities  Inc.  and  Barclays  Capital  Inc.,  as  the
representatives of the initial purchasers. The Series 2004-1 Investor Notes will
be  resold  initially  only to (1) qualified institutional buyers (as defined in
Rule  144A)  ("QIBs")  in  reliance  on  Rule 144A and (2) in the case of offers
               ----
outside  the  United  States,  to Persons other than U.S. Persons (as defined in
Regulation S of the Securities Act) in accordance with Rule 903 of Regulation S.

     Section  6.2  Restricted  Global  Notes.
     ------------  --------------------------

                                                                              35
<PAGE>

     The  Series  2004-1  Investor Notes of each Class offered and sold in their
initial  distribution  in  reliance upon Rule 144A will be issued in the form of
one  or  more  Global  Notes  in  fully  registered  form,  without  coupons,
substantially  in the forms set forth in Exhibits A-1-1 and A-2-1, registered in
                                         --------------     -----
the name of Cede & Co., as nominee of DTC, and deposited with JPMorgan Chase, as
custodian  of  DTC (collectively, the "Restricted Global Notes").  The aggregate
                                       -----------------------
initial principal amount of the Restricted Global Notes may from time to time be
increased  or decreased by adjustments made on the records of JPMorgan Chase, as
custodian  for  DTC,  in connection with a corresponding decrease or increase in
the  aggregate  initial  principal  amount  of  the  corresponding  Class of the
Temporary  Global  Notes or the Permanent Global Notes, as hereinafter provided.

     Section  6.3  Temporary  Global  Notes  and  Permanent  Global  Notes.
     ----------------------------------------------------------------------

     Series  2004-1  Investor Notes of each Class offered and sold on the Series
2004-1  Closing Date in reliance upon Regulation S will be issued in the form of
one  or  more  Global  Notes  in  fully  registered  form,  without  coupons,
substantially in the forms set forth in Exhibits A-1-2 and A-2-2, which shall be
                                         --------------    -----
deposited  on  behalf  of  the  purchasers  of  the Series 2004-1 Investor Notes
represented  thereby  with  a  custodian  for,  and  registered in the name of a
nominee  of DTC, for the account of Euroclear Bank S.A./N.V., as operator of the
Euroclear  System  ("Euroclear")  or  for  Clearstream  Banking, societe anonyme
                     ---------
("Clearstream"),  duly executed by the Issuer and authenticated by the Indenture
  ------------
Trustee  in  the  manner  set forth in Section 2.3 of the Base Indenture.  Until
                                       -----------
such  time  as  the  Restricted Period shall have terminated, such Series 2004-1
Investor Notes shall be referred to herein collectively as the "Temporary Global
                                                                ----------------
Notes".  After  such  time  as the Restricted Period shall have terminated, such
-----
Series  2004-1  Investor  Notes,  as to which the Indenture Trustee has received
from  Euroclear  or Clearstream, as the case may be, a certificate substantially
in  the  form  of  Exhibit  B-4  to the effect that Euroclear or Clearstream, as
-                  ------------
applicable, has received a certificate substantially in the form of Exhibit B-5,
                                                                   ------------
shall  be exchanged, in whole or in part, for interests in one or more permanent
global  notes  in registered form without interest coupons, substantially in the
form  of  Exhibits  A-1-3  and A-2-3, as hereinafter provided (collectively, the
          ---------------      -----
"Permanent  Global  Notes").  The  aggregate  principal amount of a Class of the
 ------------------------
Temporary  Global  Notes  or the Permanent Global Notes may from time to time be
increased  or decreased by adjustments made on the records of JPMorgan Chase, as
custodian  for  DTC,  in connection with a corresponding decrease or increase of
aggregate  principal  amount  of  the  corresponding  Class of Restricted Global
Notes,  as  hereinafter  provided.

     Section  6.4  Definitive  Notes.
     ------------  -----------------

     No  Series  2004-1  Note  Owner will receive a Definitive Note representing
such  Series  2004-1  Note  Owner's interest in the Series 2004-1 Investor Notes
other  than  in  accordance  with  Section  2.11  of  the  Base  Indenture.
                                   -------------

     Section  6.5  Transfer  Restrictions.
     -------------------------------------

     (a)  A  Series  2004-1  Global  Note may not be transferred, in whole or in
part, to any Person other than DTC or a nominee thereof, and no such transfer to
any  such  other  Person may be registered; provided, however, that this Section
                                                                         -------
6.5(a)  shall not prohibit any transfer of a Series 2004-1 Investor Note that is
----
issued  in  exchange  for a Series 2004-1 Global Note but is not

                                                                              36
<PAGE>

itself  a  Series  2004-1  Global  Note and shall not prohibit any transfer of a
beneficial  interest  in a Series 2004-1 Global Note effected in accordance with
the  other  provisions  of  this  Section  6.5.
                                   ------------

     (b)  The  transfer  by  an  owner  of a beneficial interest in a Restricted
Global  Note  to  a  Person who wishes to take delivery thereof in the form of a
beneficial  interest  in  the same Restricted Global Note shall be made upon the
deemed  representation  of  the  transferee  that  it  is purchasing for its own
account  or  an  account  with  respect  to  which  it exercises sole investment
discretion and that it and any such account is a QIB, and is aware that the sale
to  it  is  being  made  in  reliance  on Rule 144A and acknowledges that it has
received  such information regarding the Issuer as such transferee has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon its foregoing representations in
order  to  claim  the  exemption  from  registration  provided  by  Rule  144A.

     (c)  If  the  owner  of  a  beneficial interest in a Restricted Global Note
wishes  at  any time to exchange its interest in such Restricted Global Note for
an  interest  in  the  corresponding  Temporary Global Note, or to transfer such
interest  to  a  Person  who  wishes  to  take delivery thereof in the form of a
beneficial interest in the corresponding Temporary Global Note, such exchange or
transfer may be effected, subject to the applicable rules and procedures of DTC,
Euroclear and Clearstream (the "Applicable Procedures"), only in accordance with
                                ----------------------
the  provisions  of  this Section 6.5(c). Upon receipt by the Transfer Agent and
                         ---------------
Registrar,  at  the  office  of the Transfer Agent and Registrar, of (i) written
instructions  given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Transfer Agent and Registrar to credit or cause
to be credited to a specified Clearing Agency Participant's account a beneficial
interest  in  the  Temporary Global Note, in a principal amount equal to that of
the  beneficial  interest  in  such Restricted Global Note to be so exchanged or
transferred,  (ii)  a  written  order  given  in  accordance with the Applicable
Procedures  containing  information regarding the account of the Clearing Agency
Participant (and the Euroclear or Clearstream account, as the case may be) to be
credited  with, and the account of the Clearing Agency Participant to be debited
for,  such beneficial interest and (iii) a certificate in substantially the form
set forth in Exhibit B-1 given by the holder of such beneficial interest in such
             -----------
Restricted  Global Note, the Transfer Agent and Registrar, if it is not JPMorgan
Chase,  shall  instruct  JPMorgan  Chase,  as  custodian  of  DTC, to reduce the
principal  amount  of  the Restricted Global Note, and to increase the principal
amount  of  the Temporary Global Note, by the principal amount of the beneficial
interest  in  such Restricted Global Note to be so exchanged or transferred, and
to credit or cause to be credited to the account of the Person specified in such
instructions  (which  shall  be the Clearing Agency Participant for Euroclear or
Clearstream  or both, as the case may be) a beneficial interest in the Temporary
Global Note having a principal amount equal to the amount by which the principal
amount  of  such  Restricted  Global  Note  was  reduced  upon  such exchange or
transfer.

     (d)  If  the  owner  of  a  beneficial interest in a Restricted Global Note
wishes  at  any time to exchange its interest in such Restricted Global Note for
an  interest  in  the  corresponding  Permanent Global Note, or to transfer such
interest  to  a  Person  who  wishes  to  take delivery thereof in the form of a
beneficial interest in the corresponding Permanent Global Note, such exchange or
transfer  may  be  effected,  subject  to  the  Applicable  Procedures,  only in
accordance  with  the  provisions  of  this  Section 6.5(d). Upon receipt by the
                                             --------------
Transfer Agent and Registrar, at the office of the Transfer Agent and Registrar,
of  (A)  written  instructions  given  in  accordance


                                                                              37
<PAGE>

with  the Applicable Procedures from a Clearing Agency Participant directing the
Transfer  Agent  and  Registrar to credit or cause to be credited to a specified
Clearing  Agency  Participant's  account  a beneficial interest in the Permanent
Global  Note  in  a principal amount equal to that of the beneficial interest in
such  Restricted  Global  Note to be so exchanged or transferred, (ii) a written
order  given in accordance with the Applicable Procedures containing information
regarding  the  account of the Clearing Agency Participant (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account of
the  Clearing Agency Participant to be debited for, such beneficial interest and
(iii) a certificate in substantially the form of Exhibit B-2 given by the holder
                                                 ------------
of  such  beneficial interest in such Restricted Global Note, the Transfer Agent
and  Registrar,  if  it is not JPMorgan Chase, shall instruct JPMorgan Chase, as
custodian of DTC, to reduce the principal amount of such Restricted Global Note,
and  to  increase  the  principal  amount  of  the Permanent Global Note, by the
principal amount of the beneficial interest in such Restricted Global Note to be
so  exchanged  or  transferred,  and  to  credit  or cause to be credited to the
account  of  the  Person  specified  in  such  instructions  (which shall be the
Clearing  Agency  Participant  for Euroclear or Clearstream or both, as the case
may  be)  a  beneficial interest in the Permanent Global Note having a principal
amount  equal  to  the  amount  by which the principal amount of such Restricted
Global  Note  was  reduced  upon  such  exchange  or  transfer.

     (e)  If  the owner of a beneficial interest in a Temporary Global Note or a
Permanent  Global  Note  wishes  at  any  time  to exchange its interest in such
Temporary  Global  Note  or  such  Permanent  Global Note for an interest in the
corresponding  Restricted  Global Note, or to transfer such interest to a Person
who  wishes to take delivery thereof in the form of a beneficial interest in the
corresponding Restricted Global Note, such exchange or transfer may be effected,
subject  to the Applicable Procedures, only in accordance with the provisions of
this  Section  6.5(e).  Upon receipt by the Transfer Agent and Registrar, at the
      ---------------
office of the Transfer Agent and Registrar, of (i) written instructions given in
accordance  with  the  Applicable  Procedures from a Clearing Agency Participant
directing  the Transfer Agent and Registrar to credit or cause to be credited to
a  specified  Clearing Agency Participant's account a beneficial interest in the
Restricted  Global  Note  in  a principal amount equal to that of the beneficial
interest  in  such  Temporary  Global Note or such Permanent Global Note, as the
case  may  be,  to be so exchanged or transferred, (ii) a written order given in
accordance  with  the Applicable Procedures containing information regarding the
account  of  the  Clearing  Agency Participant (and the Euroclear or Clearstream
account,  as  the  case  may  be)  to  be  credited with, and the account of the
Clearing  Agency  Participant  to  be  debited for, such beneficial interest and
(iii)  with  respect  to  a  transfer of a beneficial interest in such Temporary
Global Note (but not such Permanent Global Note), a certificate in substantially
the  form  set  forth  in  Exhibit  B-3  given  by the holder of such beneficial
                           ------------
interest  in such Temporary Global Note, the Transfer Agent and Registrar, if it
is  not  JPMorgan  Chase, shall instruct JPMorgan Chase, as custodian of DTC, to
reduce  the  principal  amount  of  such Temporary Global Note or such Permanent
Global  Note,  as  the  case may be, and to increase the principal amount of the
Restricted  Global  Note,  by the principal amount of the beneficial interest in
such  Temporary  Global Note or such Permanent Global Note to be so exchanged or
transferred,  and to credit or cause to be credited to the account of the Person
specified  in  such instructions (which shall be the Clearing Agency Participant
for  DTC) a beneficial interest in the Restricted Global Note having a principal
amount  equal  to  the  amount  by  which the principal amount of such Temporary
Global  Note or such Permanent Global Note, as the case may be, was reduced upon
such  exchange  or  transfer.

                                                                              38
<PAGE>

     (f) In the event that a Series 2004-1 Global Note or any portion thereof is
exchanged  for  Series  2004-1  Investor  Notes  other than Series 2004-1 Global
Notes,  such  other  Series 2004-1 Investor Notes may in turn be exchanged (upon
transfer  or  otherwise)  for  Series  2004-1 Investor Notes that are not Series
2004-1  Global Notes or for a beneficial interest in a Series 2004-1 Global Note
(if  any  is  then  outstanding)  only in accordance with such procedures, which
shall be substantially consistent with the provisions of Sections 6.5(a) through
                                                         ---------------
Section  6.5(e)  and  Section  6.5(g)  (including  the certification requirement
---------------       ---------------
intended  to  ensure  that  transfers and exchanges of beneficial interests in a
Series  2004-1  Global  Note  comply  with  Rule  144A or Regulation S under the
Securities  Act,  as  the  case may be) and any Applicable Procedures, as may be
adopted  from  time  to time by the Issuer and the Transfer Agent and Registrar.

     (g)  Until  the  termination  of  the  Restricted  Period, interests in the
Temporary  Global  Notes  may  be held only through Clearing Agency Participants
acting  for  and  on  behalf  of  Euroclear and Clearstream; provided, that this
Section  6.5(g)  shall  not  prohibit  any  transfer  in accordance with Section
--------------                                                           -------
6.5(e).  After  the  expiration  of  the  Restricted  Period,  interests  in the
-----
Permanent  Global Notes may be transferred without requiring any certifications.

     (h)  The  Series  2004-1 Investor Notes shall bear the following legends to
the extent  indicated:

     (i)     The  Restricted  Notes  shall  bear  the  following  legend:

          THIS  NOTE  HAS  NOT  BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933,  AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE
     HOLDER  OF  THIS  NOTE  BY  ITS  ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
     OTHERWISE  TRANSFER  SUCH  NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
     TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
     DATE  HEREOF  AND  THE  LAST  DATE  ON  WHICH  CHESAPEAKE  FUNDING LLC (THE
     "ISSUER") OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY
     PREDECESSOR  OF  SUCH  NOTE),  ONLY  (A)  TO  THE ISSUER, (B) PURSUANT TO A
     REGISTRATION  STATEMENT  THAT  HAS  BEEN  DECLARED  EFFECTIVE  UNDER  THE
     SECURITIES  ACT,  (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
     PURSUANT  TO  RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
     IT  REASONABLY  BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
     RULE  144A  (A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF  A  QIB  TO  WHOM  NOTICE  IS  GIVEN  THAT THE TRANSFER IS BEING MADE IN
     RELIANCE  ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
     THE  UNITED  STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
     ACT  OR  (E)  PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS  OF  THE  SECURITIES  ACT, SUBJECT TO THE RIGHT OF THE ISSUER,
     PRIOR  TO  ANY  SUCH  OFFER,  SALE  OR  TRANSFER PURSUANT TO CLAUSE (E), TO
     REQUIRE  THE  DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
     INFORMATION  SATISFACTORY  TO  IT.  THIS  LEGEND  WILL  BE REMOVED UPON THE
     REQUEST  OF  THE  HOLDER  AFTER
                                                                              39
<PAGE>

     THE  RESALE  RESTRICTION  TERMINATION DATE IN ACCORDANCE WITH THE INDENTURE
     SUPPLEMENT.

     (ii)     The  Temporary  Global  Notes  shall  bear  the  following legend:

          THIS  NOTE  HAS  NOT  BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY SECURITIES REGULATORY
     AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40
     DAYS  AFTER  THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL
     ISSUE  DATE  OF  THE NOTES (THE "RESTRICTED PERIOD") IN CONNECTION WITH THE
     OFFERING  OF  THE  NOTES  IN  THE  UNITED  STATES AND OUTSIDE OF THE UNITED
     STATES,  THE  SALE,  PLEDGE  OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
     CONDITIONS  AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE
     ACQUIRING  THIS  NOTE,  ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED
     UNDER  THE  SECURITIES ACT AND AGREES FOR THE BENEFIT OF CHESAPEAKE FUNDING
     LLC  (THE  "ISSUER")  THAT  THIS  NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR
     OTHERWISE  TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
     APPLICABLE  LAWS  OF  THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED
     STATES  GOVERNING  THE  OFFER  AND  SALE  OF  SECURITIES,  AND PRIOR TO THE
     EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN
     ACCORDANCE  WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND
     IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO THE ISSUER.

     (iii)     The  Series 2004-1 Global Notes shall bear the following legends:

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

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


                                                                              40
<PAGE>

     BECAUSE  THE  REGISTERED  OWNER,  CEDE  &  CO.,  HAS  AN  INTEREST  HEREIN.

     (iv)     The required legends set forth above shall not be removed from the
applicable  Series  2004-1 Investor Notes except as provided herein.  The legend
required for a Restricted Note may be removed from such Restricted Note if there
is  delivered  to  the  Issuer  and  the  Transfer  Agent  and  Registrar  such
satisfactory  evidence,  which  may  include  an  Opinion  of  Counsel as may be
reasonably  required by the Issuer that neither such legend nor the restrictions
on  transfer  set  forth  therein  are required to ensure that transfers of such
Series  2004-1  Investor  Note will not violate the registration requirements of
the Securities Act.  Upon provision of such satisfactory evidence, the Indenture
Trustee  at  the  direction  of  the  Issuer  shall  authenticate and deliver in
exchange for such Restricted Note a Series 2004-1 Investor Note or Series 2004-1
Investor  Notes  having  an  equal aggregate principal amount that does not bear
such  legend.

                                  ARTICLE VII

                                   INFORMATION

     The  Issuer  hereby  agrees  to  provide  to the Indenture Trustee and each
provider  of  the  Series  2004-1 Required Lease Rate Cap, 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.  The Indenture Trustee shall
provide  to  the  Series 2004-1 Investor Noteholders, or their designated agent,
copies  of  each  Monthly  Settlement  Statement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

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


          Section  8.2  Obligations Unaffected. The obligations of the Issuer to
          ------------  ----------------------
the Series 2004-1 Investor Noteholders under this Indenture Supplement shall not
be  affected  by  reason of any invalidity, illegality or irregularity of any of
the  SUBI  Certificates,  the  Sold  Units  or  the  Fleet  Receivables.

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


                                                                              41
<PAGE>

          Section  8.4  Further Assurances. Each of the Issuer and the Indenture
          ------------ ------------------
Trustee  agrees,  at  the  Administrator's expense, from time to time, to do and
perform any and all acts and to execute any and all further instruments required
or  reasonably requested by the Series 2004-1 Required Investor Noteholders more
fully  to  effect  the purposes of this Indenture Supplement and the sale of the
Series  2004-1  Investor  Notes  hereunder.  The  Issuer  hereby  authorizes the
Indenture  Trustee  to  file  any  financing  statements or similar documents or
notices  or  continuation  statements  relating  to the Series 2004-1 Collateral
under  the  provisions  of  the  UCC  or  similar  legislation of any applicable
jurisdiction.


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

<TABLE>
<CAPTION>
<S>             <C>
Exhibit A-1-1:  Form of Restricted Global Class A-1 Investor Note
Exhibit A-1-2:  Form of Temporary Global Class A-1 Investor Note
Exhibit A-1-3:  Form of Permanent Global Class A-1 Investor Note
Exhibit A-2-1:  Form of Restricted Global Class A-2 Investor Note
Exhibit A-2-2:  Form of Transfer Certificate
Exhibit A-2-3:  Form of Transfer Certificate
Exhibit B-1:    Form of Permanent Global Class A-2 Investor Note
Exhibit B-2:    Form of Temporary Global Class A-2 Investor Note
Exhibit B-3:    Form of Transfer Certificate
Exhibit B-4:    Form of Clearing System Certificate
Exhibit B-5:    Form of Certificate of Beneficial Ownership
Exhibit C:      Form of Monthly Settlement Statement
Exhibit D:      Form of Series 2004-1 Lease Rate Cap
Exhibit E:      Form of Amendment to Base Indenture
</TABLE>

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

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

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

          (c) The Issuer reserves the right, without any consent or other action
of  the Series 2004-1 Investor Noteholders, to consent to the termination of the
ARAC  Guaranty.


                                                                              42
<PAGE>

          (d) The Issuer reserves the right, without any consent or other action
of  the  Series  2004-1  Investor  Noteholders,  to  amend the Base Indenture by
entering  into  an  amendment to the Base Indenture substantially in the form of
Exhibit  E.
---------

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

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

          Section  8.10  No  Bankruptcy  Petition.  By acquiring a Series 2004-1
          -------------  -------------------------
Investor Note or an interest therein, each Series 2004-1 Investor Noteholder and
each  Series 2004-1 Investor Note Owner hereby covenants and agrees that it will
not  institute  against,  or  join  any other Person in instituting against, the
Issuer  any  bankruptcy,  reorganization, arrangement, insolvency or liquidation
proceedings,  or other similar proceedings under any federal or state bankruptcy
or  similar  law.

     (b)  The Issuer and the Indenture Trustee and, by acquiring a Series 2004-1
Investor Note or an interest therein, each Series 2004-1 Investor Noteholder and
each  Series 2004-1 Investor Note Owner, hereby covenants and agrees that, prior
to  the  date  which  is  one  year  and  one  day  after payment in full of all
obligations  under  each  Securitization, it will not institute against, or join
any  other  Person in instituting against, the Origination Trust, SPV, any other
Special  Purpose  Entity, or any general partner or single member of any Special
Purpose Entity that is a partnership or limited liability company, respectively,
any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law.

          Section  8.11  SUBIs. By acquiring a Series 2004-1 Investor Note or an
          -------------  -----
Interest  therein, each Series 2004-1 Investor Noteholder and each Series 2004-1
Investor  Note  Owner,  and the Issuer hereby represents, warrants and covenants
that  (a)  each  of  the  Lease SUBI and the Fleet Receivable SUBI is a separate
series  of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38
of Title 12 of the Delaware Code, 12 Del.C. Sec. 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
                                                                              43
<PAGE>

arising  from  or  with  respect  to  the  Lease  SUBI or Fleet Receivable SUBI,
respectively,  in respect of such claim, (d)(i) no creditor or holder of a claim
relating  to  the  Lease SUBI, the Fleet Receivable SUBI or the Lease Receivable
SUBI  Portfolio  shall be entitled to maintain any action against or recover any
assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets
allocated  thereto,  and  (ii)  no creditor or holder of a claim relating to the
UTI,  the  UTI  Portfolio  or  any  SUBI  other than the Lease SUBI or the Fleet
Receivable  SUBI  or  any SUBI Assets other than the Lease SUBI Portfolio or the
Fleet  Receivables  shall  be entitled to maintain any action against or recover
any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any
purchaser,  assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI
Certificate,  the  Fleet  Receivable SUBI, the Lease SUBI Certificate, the Fleet
Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in
this  Section as defined in the Origination Trust Agreement), the UTI or the UTI
Certificate  must,  prior  to  or  contemporaneously  with the grant of any such
assignment,  pledge  or  security  interest, (i) give to the Origination Trust a
non-petition  covenant substantially similar to that set forth in Section 6.9 of
                                                                  ------------
the Origination Trust Agreement, and (ii) execute anagreement 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  8.12  Notice to Rating Agencies. The Indenture Trustee shall
          ------------   ------------------------
provide to each Rating Agency a copy of each notice delivered to, or required to
be  provided  by, the Indenture Trustee pursuant to this Indenture Supplement or
any  other  Transaction  Document.

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

                                                                              44
<PAGE>



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

                                        CHESAPEAKE FUNDING LLC
                                        By:  /s/  Joseph  W. Weikel
                                             -----------------------
                                             Name:  Joseph  W.  Weikel
                                             Title:  Manager


                                        JPMORGAN  CHASE  BANK,  as
                                        Indenture Trustee

                                        By:  /s/  Melissa  Wilman
                                             --------------------
                                             Name:  Melissa  Wilman
                                             Title:  Vice  President

<PAGE>


                                                                   EXHIBIT A-1-1
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF RESTRICTED GLOBAL CLASS A-1 INVESTOR NOTE


No.                                                          $[_______________]


                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. 165182AK2
                                                           ISIN NO. US165182AK23

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY STATE SECURITIES LAWS.  THE HOLDER OF
THIS  NOTE  BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH  NOTE,  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON  WHICH  CHESAPEAKE  FUNDING LLC (THE "ISSUER") OR ANY AFFILIATE OF THE ISSUER
WAS  THE  OWNER  OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
ISSUER,  (B)  PURSUANT  TO  A  REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED
EFFECTIVE  UNDER  THE  SECURITIES  ACT,  (C)  FOR  SO LONG AS THE SECURITIES ARE
ELIGIBLE  FOR  RESALE  PURSUANT  TO  RULE  144A  UNDER THE SECURITIES ACT ("RULE
144A"),  TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS  DEFINED IN RULE 144A (A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT  OF  A  QIB  TO  WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE  ON  RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT  TO  ANOTHER  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, PRIOR TO ANY SUCH OFFER,
SALE  OR  TRANSFER PURSUANT TO CLAUSE (E), TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER INFORMATION SATISFACTORY TO IT.  THIS
LEGEND  WILL  BE  REMOVED  UPON  THE  REQUEST  OF  THE  HOLDER  AFTER THE RESALE
RESTRICTION  TERMINATION  DATE  IN  ACCORDANCE  WITH  THE  INDENTURE SUPPLEMENT.

     THIS  NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED  TO  AND  IS  REGISTERED  IN  THE  NAME OF THE DEPOSITORY TRUST COMPANY
("DTC"), A NEW YORK CORPORATION, 55

                                    A-1-1-1
<PAGE>

WATER  STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE  EXCHANGED  IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN  DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE  INDENTURE.

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

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

                             CHESAPEAKE FUNDING LLC

        SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-1

     CHESAPEAKE  FUNDING  LLC, a limited liability company formed under the laws
of  the  State  of  Delaware  (herein  referred  to  as the "Issuer"), for value
                                                             ------
received,  hereby  promises  to  pay  to  Cede & Co., or registered assigns, the
principal  sum  of  [_________]  Dollars,  which  amount shall be payable in the
amounts  and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Class A-1 Investor Note
shall  be  due  on  the  Class  A-1 Final Maturity Date. However, principal with
respect  to  the  Class  A-1  Investor  Notes  may be paid earlier under certain
limited  circumstances described in the Indenture.  The Issuer will pay interest
on  this  Class  A-1  Investor  Note  for each Series 2004-1 Interest Period, in
accordance  with the terms of the Indenture, at the Class A-1 Note Rate for such
Interest  Period.  Each  "Series  2004-1  Interest  Period"  will  be  a  period
                          --------------------------------
commencing  on  and including a Payment Date and ending on and including the day
preceding  the next succeeding Payment Date; provided, however, that the initial
                                             --------  -------
Series  2004-1  Interest  Period shall commence on and include the Series 2004-1
Closing  Date  and  end on and include September 6, 2004.  Such principal of and
interest  on  this Class A-1 Investor Note shall be paid in the manner specified
on  the  reverse  hereof  and  in  the  Indenture.

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


                                    A-1-1-2
<PAGE>

does  not  represent an interest in, or an obligation of, PHH Vehicle Management
Services,  LLC  ("VMS")  or  any  affiliate  of  VMS  other  than  the  Issuer.
                  ---

     Reference is made to the further provisions of this Class A-1 Investor Note
Set  forth  on  the  reverse  hereof, which shall have the same effect as though
fully  set forth on the face of this Class A-1 Investor Note. Although a summary
of  certain  provisions  of  the Indenture is set forth below and on the reverse
hereof  and made a part hereof, this Class A-1 Investor Note does not purport to
summarize  the  Indenture and reference is made to the Indenture for information
with  respect  to  the  interests,  rights,  benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Issuer and
the  Indenture  Trustee.  A  copy  of  the  Indenture  may be requested from the
Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4
New  York  Plaza, 6th Floor, New York, New York, 10004, Attention: Institutional
Trust  Services/Global  Debt.  To the extent not defined herein, the capitalized
terms  used  herein  have the meanings ascribed to them in the Indenture. Unless
the  certificate  of  authentication  hereon  has been executed by the Indenture
Trustee  whose  name  appears below by manual signature, this Class A-1 Investor
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse  hereof,  or  be  valid  or  obligatory  for  any  purpose.


                                    A-1-1-3
<PAGE>

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

Date:  __________

                                        CHESAPEAKE  FUNDING  LLC


                                        By:___________________________
                                             Name:
                                             Title:


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN  CHASE  BANK, as Indenture
                                        Trustee

                                        By:___________________________
                                             Authorized  Signatory


                                    A-1-1-4
<PAGE>

                      [REVERSE OF CLASS A-1 INVESTOR NOTE]

     This Class A-1 Investor Note is one of a duly authorized issue of Class A-1
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-1 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee",  which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and (ii) a Series 2004-1 Indenture Supplement dated as of  July 29,
---------
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
             -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-1 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-1 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-1 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.


     Principal  of  the Class A-1 Investor Notes will be payable on each Payment
Date  specified in and in the amounts described in the Indenture. "Payment Date"
                                                                    ------------
means the 7th day of each month, or if such date is not a Business Day, the next
succeeding  Business  Day,  commencing  September  7,  2004.

     The entire unpaid principal amount of this Class A-1 Investor Note shall be
Due  and  payable  on  the  Class  A-1  Final Maturity Date. Notwithstanding the
foregoing, principal on the Class A-1 Investor Notes will be paid earlier during
the  Series  2004-1  Amortization  Period  as  described  in  the Indenture. All
principal payments on the Class A-1 Investor Notes shall be made pro rata to the
Class  A-1  Investor  Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-1 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.58%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.11% per annum (the "Class A-1 Note
                                                                  --------------
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
-----     ---------------
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates

                                    A-1-1-5
<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement  and, by acquiring a Class A-1 Investor Note or an
interest therein, each Class A-1 Investor Noteholder and each Class A-1 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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


                                    A-1-1-6
<PAGE>

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

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

     It is the intent of the Issuer, each Class A-1 Investor Noteholder and each
Class  A-1  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-1  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-1  Investor  Noteholder  and  each  Class  A-1  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-1  Investor  Note, agrees to treat this Class A-1
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     The  Indenture  permits,  with  certain exceptions as therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Issuer  and  the rights of the Holders of the Series 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes

                                    A-1-1-7
<PAGE>

affected  by  such  amendment  or  modification.  The  Indenture  also  contains
provisions  permitting  the Holders of Series 2004-1 Investor Notes representing
specified  percentages  of the aggregate outstanding amount of the Series 2004-1
Investor  Notes,  on  behalf  of  the  Holders of all the Series 2004-1 Investor
Notes,  to  waive  compliance  by  the  Issuer  with  certain  provisions of the
Indenture  and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Class A-1 Investor Note (or any
one  or  more  predecessor  Class  A-1  Investor  Notes) shall be conclusive and
binding  upon such Holder and upon all future Holders of this Class A-1 Investor
Note and of any Class A-1 Investor Note issued upon the registration of transfer
hereof  or  in exchange hereof or in lieu hereof whether or not notation of such
consent  or waiver is made upon this Class A-1 Investor Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth  in  the  Indenture  without  the  consent of Holders of the Series 2004-1
Investor  Notes  issued  thereunder.

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

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

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

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

     Interests  in  this  Restricted  Global  Class  A-1  Investor  Note  are
exchangeable  or  transferable  in whole or in part for interests in a Temporary
Global  Class  A-1  Investor  Note or a Permanent Global Class A-1 Investor Note
provided  that such transfer or exchange complies with Section 6.5 of the Series
                                                       -----------
2004-1  Indenture  Supplement.  Interests  in  this  Restricted Global Class A-1
Investor  Note  may be exchanged for Definitive Notes, subject to the provisions
of  the  Indenture.

                                    A-1-1-8
<PAGE>
                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________          By:_______________________(1)

                                        Signature  Guaranteed:

                                        __________________________________
                                        __________________________________


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


                                    A-1-1-9
<PAGE>

                                                                   EXHIBIT A-1-2
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF TEMPORARY GLOBAL CLASS A-1 INVESTOR NOTE

No.                                                        $[_______________]


                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. U16492AA5
                                                           ISIN NO. USU16492AA51

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE LATER
OF  THE  COMMENCEMENT  OF  THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES
(THE  "RESTRICTED  PERIOD")  IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE
UNITED  STATES AND OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF
THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF,
BY  PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT AND AGREES FOR THE BENEFIT OF
CHESAPEAKE  FUNDING  LLC (THE "ISSUER") THAT THIS NOTE MAY BE REOFFERED, RESOLD,
PLEDGED  OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED
STATES  GOVERNING  THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION
OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION  S  UNDER  THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH
RULE  144A  UNDER  THE  SECURITIES  ACT  OR  (3)  TO  THE  ISSUER.

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

                                    A-1-2-1
<PAGE>

UNLESS  THIS  NOTE  IS  PRESENTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN
THE  NAME  OF  CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE  OF  DTC,  AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY  AS  IS  REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER,
PLEDGE  OR  OTHER  USE  HEREOF  FOR  VALUE  OR  OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL  BECAUSE  THE  REGISTERED  OWNER,  CEDE  & CO., HAS AN INTEREST HEREIN.
THE  PRINCIPAL OF THIS CLASS A-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH  HEREIN.  ACCORDINGLY,  THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1
INVESTOR  NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                             CHESAPEAKE FUNDING LLC

        SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-1

     CHESAPEAKE  FUNDING  LLC, a limited liability company formed under the laws
of  the  State  of  Delaware  (herein  referred  to  as the "Issuer"), for value
                                                             ------
received,  hereby  promises  to  pay  to  Cede & Co., or registered assigns, the
principal sum of [_______] Dollars, which amount shall be payable in the amounts
and at the times set forth in the Indenture described herein, provided, however,
that the entire unpaid principal amount of this Class A-1 Investor Note shall be
due on the Class A-1 Final Maturity Date. However, principal with respect to the
Class A-1 Investor Notes may be paid earlier under certain limited circumstances
described  in  the  Indenture.  The  Issuer  will pay interest on this Class A-1
Investor  Note  for  each  Series 2004-1 Interest Period, in accordance with the
terms  of  the  Indenture,  at the Class A-1 Note Rate for such Interest Period.
Each  "Series  2004-1  Interest  Period"  will  be  a  period  commencing on and
       --------------------------------
including  a Payment Date and ending on and including the day preceding the next
succeeding  Payment  Date;  provided,  however,  that  the initial Series 2004-1
                            --------   -------
Interest Period shall commence on and include the Series 2004-1 Closing Date and
end  on  and  include September 6, 2004.  Such principal of and interest on this
Class  A-1  Investor  Note  shall be paid in the manner specified on the reverse
hereof  and  in  the  Indenture.

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

          Reference is made to the further provisions of this Class A-1 Investor
Note set forth on the reverse hereof, which shall have the same effect as though
fully  set forth on the face of this Class A-1 Investor Note. Although a summary
of  certain  provisions  of  the Indenture is set forth below and on the reverse
hereof  and  made  a  part  hereof,  this  Class  A-1  Investor  Note  does

                                    A-1-2-2
<PAGE>

not  purport  to  summarize the Indenture and reference is made to the Indenture
for  information  with  respect to the interests, rights, benefits, obligations,
proceeds  and  duties evidenced hereby and the rights, duties and obligations of
the  Issuer  and the Indenture Trustee. A copy of the Indenture may be requested
from  the  Indenture  Trustee  by  writing to the Indenture Trustee at: JPMorgan
Chase  Bank,  4 New York Plaza, 6th Floor, New York, New York, 10004, Attention:
Institutional  Trust Services/Global Debt. To the extent not defined herein, the
capitalized  terms  used  herein  have  the  meanings  ascribed  to  them in the
Indenture.

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


                                    A-1-2-3
<PAGE>

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

Date:  __________

                                        CHESAPEAKE  FUNDING  LLC


                                        By:___________________________
                                             Name:
                                             Title:


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN  CHASE  BANK,  as  Indenture
                                        Trustee

                                        By:___________________________
                                             Authorized  Signatory

                                    A-1-2-4
<PAGE>

                      [REVERSE OF CLASS A-1 INVESTOR NOTE]

     This Class A-1 Investor Note is one of a duly authorized issue of Class A-1
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-1 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee", which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and  (ii) a Series 2004-1 Indenture Supplement dated as of July 29,
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
            -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-1 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-1 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-1 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.

     Principal  of  the Class A-1 Investor Notes will be payable on each Payment
Date  specified in and in the amounts described in the Indenture. "Payment Date"
                                                                   ------------
means the 7th day of each month, or if such date is not a Business Day, the next
succeeding  Business  Day,  commencing  September  7,  2004.  The  entire unpaid
principal amount of this Class A-1 Investor Note shall be due and payable on the
Class  A-1  Final Maturity Date. Notwithstanding the foregoing, principal on the
Class  A-1  Investor  Notes  will  be  paid  earlier  during  the  Series 2004-1
Amortization Period as described in the Indenture. All principal payments on the
Class  A-1  Investor  Notes  shall  be  made  pro rata to the Class A-1 Investor
Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-1 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.58%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.11% per annum (the "Class A-1 Note
                                                                  --------------
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
----     ---------------
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates


                                    A-1-2-5
<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement  and, by acquiring a Class A-1 Investor Note or an
interest therein, each Class A-1 Investor Noteholder and each Class A-1 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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


                                    A-1-2-6
<PAGE>

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

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

     It is the intent of the Issuer, each Class A-1 Investor Noteholder and each
Class  A-1  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-1  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-1  Investor  Noteholder  and  each  Class  A-1  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-1  Investor  Note, agrees to treat this Class A-1
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     Each  Holder of this Class A-1 Investor Note shall provide to the Indenture
Trustee  at least annually an appropriate statement (on Internal Revenue Service
Form  W-8  or suitable substitute), with respect to United States federal income
tax  and withholding tax, signed under penalties of perjury, certifying that the
beneficial  owner  of  this  Class  A-1  Investor  Note is

                                    A-1-2-7
<PAGE>

a  non-U.S.  person  and  providing  the  Holder's  name  and  address.  If  the
information  provided  in  the  statement  changes, the Holder of this Class A-1
Investor  Note  shall  so  inform  the  Indenture Trustee within 30 days of such
change.

     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 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes affected by such
amendment  or  modification.  The  Indenture also contains provisions permitting
the  Holders  of Series 2004-1 Investor Notes representing specified percentages
of  the  aggregate  outstanding  amount  of the Series 2004-1 Investor Notes, on
behalf  of  the  Holders  of  all  the  Series  2004-1  Investor Notes, to waive
compliance  by  the  Issuer with certain provisions of the Indenture and certain
past  defaults  under  the Indenture and their consequences. Any such consent or
waiver  by  the  Holder  of  this  Class  A-1  Investor Note (or any one or more
predecessor  Class A-1 Investor Notes) shall be conclusive and binding upon such
Holder  and  upon  all future Holders of this Class A-1 Investor Note and of any
Class  A-1  Investor  Note issued upon the registration of transfer hereof or in
exchange  hereof  or  in  lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-1 Investor Note. The Indenture also permits the
Indenture  Trustee  to  amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Series 2004-1 Investor Notes
issued  thereunder.

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

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

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

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

     During  the Restricted Period (as defined below), payments (if any) on this
Temporary  Global  Class  A-1 Investor Note will only be paid to the extent that
there  is presented by Clearstream Banking, societe  anonyme ("Clearstream"), or
                                                               -----------
Euroclear  Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), to
                                                                 ---------
the  Indenture  Trustee a certificate to the effect that it has received from or
in  respect  of  persons  entitled to a Class A-1 Investor Note (as shown by its
records)  certification in form reasonably satisfactory to the Indenture Trustee
from  such  persons  that  their beneficial ownership interests in the Temporary
Global  Class  A-1  Investor  Note  are owned either by non-U.S. persons or U.S.
persons  who  purchased  such  interests  in  a transaction that did not require
registration  under the Securities Act.  After the Restricted Period, the holder
of this Temporary Global Class A-1 Investor Note will not be entitled to receive
any

                                    A-1-2-8
<PAGE>

payment hereon, until this Temporary Global Class A-1 Investor Note is exchanged
in  full  for  a Permanent Global Class A-1 Investor Note. This Temporary Global
Class  A-1  Investor  Note  shall  in all other respects be entitled to the same
benefits  as  a  Permanent  Global  Class A-1 Investor Note under the Indenture.

     After  the  end  of the period commencing on the Series 2004-1 Closing Date
And ending on the date that is the 40th day after the Series 2004-1 Closing Date
(the "Restricted Period"), interests in this Temporary Global Class A-1 Investor
      -----------------
Note may be exchanged (free of charge) for interests in a Permanent Global Class
A-1  Investor  Note  in the form of Exhibit A-1-3 to the Series 2004-1 Indenture
                                    -------------
Supplement upon presentation of this Temporary Global Class A-1 Investor Note to
the  Indenture Trustee. The Permanent Global Class A-1 Investor Note shall be so
issued  and delivered in exchange for only that portion of this Temporary Global
Class  A-1  Investor Note in respect of which there shall have been presented to
the  Indenture  Trustee  by Euroclear or Clearstream a certificate to the effect
that  it  has  received  from  or  in respect of persons entitled to a Class A-1
Investor  Note  (as  shown  by  its  records)  certification  in form reasonably
satisfactory  to  the  Indenture Trustee from such persons that their beneficial
ownership  interests  in  the Temporary Global Class A-1 Investor Note are owned
either  by  non-U.S.  persons  or U.S. persons who purchased such interests in a
transaction  that  did  not require registration under the Securities Act.

     On  an  exchange  of  the whole of this Temporary Global Class A-1 Investor
Note,  this Temporary Global Class A-1 Investor Note shall be surrendered to the
Indenture  Trustee.  On  an exchange of part only of this Temporary Global Class
A-1  Investor Note, details of such exchange shall be entered by or on behalf of
the  Issuer  in  Schedule  A  hereto and the relevant space in Schedule A hereto
recording  such  exchange  shall  be  signed  by or on behalf of the Issuer. If,
following the issuance of a Permanent Global Class A-1 Investor Note in exchange
for  some  of  the Class A-1 Investor Notes represented by this Temporary Global
Class  A-1  Investor  Note, further Class A-1 Investor Notes are to be exchanged
pursuant  to this paragraph, such exchange may be effected, without the issuance
of  a  new  Permanent Global Class A-1 Investor Note, by the Issuer or its agent
endorsing  Schedule A of the Permanent Global Class A-1 Investor Note previously
issued  to  reflect  an  increase  in  the  aggregate  principal  amount of such
Permanent  Global  Class  A-1  Investor Note by an amount equal to the aggregate
principal  amount  of  the  additional Class A-1 Investor Notes to be exchanged.


     Interests  in  this  Temporary  Global  Class  A-1  Investor  Note  will be
transferable  in  accordance with the rules and procedures for the time being of
Euroclear  or  Clearstream.  For  purposes  of  this  Temporary Global Class A-1
Investor Note, the securities account records of Euroclear or Clearstream shall,
in  the absence of manifest error, be conclusive evidence of the identity of the
holders  of  Class  A-1  Investor Notes and of the principal amount of Class A-1
Investor  Notes  represented  by  this  Temporary Global Class A-1 Investor Note
credited to the securities accounts of such holders of Class A-1 Investor Notes.
Any  statement  issued  by  Euroclear or Clearstream to any holder relating to a
specified  Class  A-1  Investor Note or Class A-1 Investor Notes credited to the
securities account of such holder and stating the principal amount of such Class
A-1  Investor  Note  or  Class  A-1 Investor Notes and certified by Euroclear or
Clearstream to be a true record of such securities account shall, in the absence
of  manifest  error,  be  conclusive  evidence  of  the  records of Euroclear or
Clearstream for the purposes of the preceding sentence (but without prejudice to
any  other  means  of  producing  such  records  in


                                    A-1-2-9
<PAGE>

evidence).  Notwithstanding  any  provision  to  the  contrary contained in this
Temporary Global Class A-1 Investor Note, the Issuer irrevocably agrees, for the
benefit  of  such  holder  and  its successors and assigns, that, subject to the
provisions  of  the Indenture, each holder or its successors or assigns may file
any  claim,  take  any  action  or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to pay any amount due
in  respect of each Class A-1 Investor Note represented by this Temporary Global
Class  A-1  Investor  Note which is credited to such holder's securities account
with  Euroclear  or  Clearstream without the production of this Temporary Global
Class  A-1  Investor  Note.

     Interests in this Temporary Global Class A-1 Investor Note are exchangeable
or  transferable  in whole or in part for interests in a Restricted Global Class
A-1  Investor Note provided that such transfer or exchange complies with Section
                                                                         -------
6.5  of  the  Series  2004-1  Indenture  Supplement. Interests in this Temporary
---
Global Class A-1 Investor Note may be exchanged for Definitive Notes, subject to
the  provisions  of  the  Indenture.

                                    A-1-2-10
<PAGE>

                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________            By:_______________________(2)

                                             Signature  Guaranteed:

                                             __________________________________
                                             __________________________________


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


                                    A-1-2-11
<PAGE>

                                                                   EXHIBIT A-1-3
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF PERMANENT GLOBAL CLASS A-1 INVESTOR NOTE

No.                                                         $[___________]


                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                   CUSIP (CINS) NO. [          ]
                                                           ISIN NO. [          ]

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

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

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

                             CHESAPEAKE FUNDING LLC

        SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-1

<PAGE>

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the
State  of  Delaware  (herein  referred  to as the "Issuer"), for value received,
                                                   -------
hereby  promises  to pay to Cede & Co., or registered assigns, the principal sum
of  [____________]  Dollars, which amount shall be payable in the amounts and at
the  times  set forth in the Indenture described herein, provided, however, that
the  entire unpaid principal amount of this Class A-1 Investor Note shall be due
on  the  Class  A-1  Final Maturity Date. However, principal with respect to the
Class A-1 Investor Notes may be paid earlier under certain limited circumstances
described  in  the  Indenture.  The  Issuer  will pay interest on this Class A-1
Investor  Note  for  each  Series 2004-1 Interest Period, in accordance with the
                           ----------------------------
terms  of  the  Indenture,  at the Class A-1 Note Rate for such Interest Period.
Each  "Series  2004-1  Interest  Period"  will  be  a  period  commencing on and
including  a Payment Date and ending on and including the day preceding the next
succeeding  Payment  Date;  provided,  however,  that  the initial Series 2004-1
                            --------   -------
Interest Period shall commence on and include the Series 2004-1 Closing Date and
end  on  and  include September 6, 2004.  Such principal of and interest on this
Class  A-1  Investor  Note  shall be paid in the manner specified on the reverse
hereof  and  in  the  Indenture.

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

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

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

                                    A-1-3-2
<PAGE>

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

Date:  __________

                                        CHESAPEAKE  FUNDING  LLC


                                        By:___________________________
                                             Name:
                                             Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN  CHASE  BANK,  as  Indenture
                                        Trustee
                                        By:___________________________
                                             Authorized  Signatory


                                    A-1-3-3
<PAGE>

                      [REVERSE OF CLASS A-1 INVESTOR NOTE]

     This Class A-1 Investor Note is one of a duly authorized issue of Class A-1
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-1 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee",  which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and  (ii) a Series 2004-1 Indenture Supplement dated as of July 29,
---
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
-            -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-1 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-1 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-1 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.

     Principal  of  the Class A-1 Investor Notes will be payable on each Payment
Date  specified in and in the amounts described in the Indenture. "Payment Date"
                                                                   ------------
means the 7th day of each month, or if such date is not a Business Day, the next
succeeding  Business  Day,  commencing  September  7,  2004.

     The entire unpaid principal amount of this Class A-1 Investor Note shall be
due  and  payable  on  the  Class  A-1  Final Maturity Date. Notwithstanding the
foregoing, principal on the Class A-1 Investor Notes will be paid earlier during
the  Series  2004-1  Amortization  Period  as  described  in  the Indenture. All
principal payments on the Class A-1 Investor Notes shall be made pro rata to the
Class  A-1  Investor  Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-1 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.58%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.11% per annum (the "Class A-1 Note
                                                                  --------------
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
----      ----------------
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates


                                    A-1-3-4
<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement  and, by acquiring a Class A-1 Investor Note or an
interest therein, each Class A-1 Investor Noteholder and each Class A-1 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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


                                    A-1-3-5
<PAGE>

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

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

     It is the intent of the Issuer, each Class A-1 Investor Noteholder and each
Class  A-1  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-1  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-1  Investor  Noteholder  and  each  Class  A-1  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-1  Investor  Note, agrees to treat this Class A-1
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     Each  Holder of this Class A-1 Investor Note shall provide to the Indenture
Trustee  at least annually an appropriate statement (on Internal Revenue Service
Form  W-8  or suitable substitute), with respect to United States federal income
tax  and withholding tax, signed under penalties of perjury, certifying that the
beneficial  owner  of  this  Class  A-1  Investor  Note is

                                    A-1-3-6
<PAGE>

a  non-U.S.  person  and  providing  the  Holder's  name  and  address.  If  the
information  provided  in  the  statement  changes, the Holder of this Class A-1
Investor  Note  shall  so  inform  the  Indenture Trustee within 30 days of such
change.

     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 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes affected by such
amendment  or  modification.  The  Indenture also contains provisions permitting
the  Holders  of Series 2004-1 Investor Notes representing specified percentages
of  the  aggregate  outstanding  amount  of the Series 2004-1 Investor Notes, on
behalf  of  the  Holders  of  all  the  Series  2004-1  Investor Notes, to waive
compliance  by  the  Issuer with certain provisions of the Indenture and certain
past  defaults  under  the Indenture and their consequences. Any such consent or
waiver  by  the  Holder  of  this  Class  A-1  Investor Note (or any one or more
predecessor  Class A-1 Investor Notes) shall be conclusive and binding upon such
Holder  and  upon  all future Holders of this Class A-1 Investor Note and of any
Class  A-1  Investor  Note issued upon the registration of transfer hereof or in
exchange  hereof  or  in  lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-1 Investor Note. The Indenture also permits the
Indenture  Trustee  to  amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Series 2004-1 Investor Notes
issued  thereunder.

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

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

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

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

     Interests  in  this  Permanent  Global  Class  A-1  Investor  Note  will be
transferable  in  accordance with the rules and procedures for the time being of
Clearstream  Banking,  societe  anonyme  ("Clearstream"),  or  Euroclear  Bank
                                           -----------
S.A./N.V.,  as  operator  of  the Euroclear System ("Euroclear").  Euroclear and
                                                     ---------
Clearstream will be treated by the Indenture Trustee and any paying agent as the
holder  of  the Class A-1 Investor Notes.  For purposes of this Permanent Global
Class  A-1  Investor  Note,  the  securities  account  records  of  Euroclear or
Clearstream  shall,  in the absence of manifest error, be conclusive evidence of
the  identity  of  the  holders of Class A-1 Investor Notes and of the principal
amount  of  Class  A-1 Investor Notes represented by this Permanent Global Class
A-1  Investor  Note credited to the securities accounts of such holders of Class
A-1  Investor  Notes.  Any  statement  issued by Euroclear or Clearstream to any
holder

                                    A-1-3-7
<PAGE>

relating  to  a  specified  Class  A-1 Investor Note or Class A-1 Investor Notes
credited  to  the  securities  account  of such holder and stating the principal
amount of such Class A-1 Investor Note or Class A-1 Investor Notes and certified
by  Euroclear  or  Clearstream  to  be  a true record of such securities account
shall,  in  the absence of manifest error, be conclusive evidence of the records
of  Euroclear  or  Clearstream  for  the purposes of the preceding sentence (but
without  prejudice  to  any  other means of producing such records in evidence).
Notwithstanding any provision to the contrary contained in this Permanent Global
Class  A-1 Investor Note, the Issuer irrevocably agrees, for the benefit of such
holder  and  its  successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action  or institute any proceeding to enforce, directly against the Issuer, the
obligation  of  the  Issuer  hereunder  to pay any amount due in respect of each
Class  A-1 Investor Note represented by this Permanent Global Class A-1 Investor
Note  which  is  credited  to such holder's securities account with Euroclear or
Clearstream  without  the production of this Permanent Global Class A-1 Investor
Note.

     Interests in this Permanent Global Class A-1 Investor Note are exchangeable
or  transferable  in whole or in part for interests in a Restricted Global Class
A-1  Investor Note provided that such transfer or exchange complies with Section
                                                                         -------
6.5  of  the  Series  2004-1  Indenture Supplement.  Interests in this Permanent
---
Global Class A-1 Investor Note may be exchanged for Definitive Notes, subject to
---
the  provisions  of  the  Indenture.


                                    A-1-3-8
<PAGE>

                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________          By:_______________________(3)

                                        Signature  Guaranteed:

                                        __________________________________
                                        __________________________________


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

                                        A-1-3-9
<PAGE>


                                                                   EXHIBIT A-2-1
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF RESTRICTED GLOBAL CLASS A-2 INVESTOR NOTE

No.                                                          $[_____________]

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. 165182AL0
                                                           ISIN NO. US165182AL06

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY STATE SECURITIES LAWS.  THE HOLDER OF
THIS  NOTE  BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH  NOTE,  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
ON  WHICH  CHESAPEAKE  FUNDING LLC (THE "ISSUER") OR ANY AFFILIATE OF THE ISSUER
WAS  THE  OWNER  OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE
ISSUER,  (B)  PURSUANT  TO  A  REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED
EFFECTIVE  UNDER  THE  SECURITIES  ACT,  (C)  FOR  SO LONG AS THE SECURITIES ARE
ELIGIBLE  FOR  RESALE  PURSUANT  TO  RULE  144A  UNDER THE SECURITIES ACT ("RULE
144A"),  TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS  DEFINED IN RULE 144A (A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT  OF  A  QIB  TO  WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE  ON  RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT  TO  ANOTHER  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER, PRIOR TO ANY SUCH OFFER,
SALE  OR  TRANSFER PURSUANT TO CLAUSE (E), TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER INFORMATION SATISFACTORY TO IT.  THIS
LEGEND  WILL  BE  REMOVED  UPON  THE  REQUEST  OF  THE  HOLDER  AFTER THE RESALE
RESTRICTION  TERMINATION  DATE  IN  ACCORDANCE  WITH  THE  INDENTURE SUPPLEMENT.

     THIS  NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED  TO  AND  IS  REGISTERED  IN  THE  NAME OF THE DEPOSITORY TRUST COMPANY
("DTC"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A
NOMINEE  THEREOF.  THIS  NOTE  MAY  NOT  BE  EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY

                                    A-2-1-1
<PAGE>

REGISTERED,  AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN  THE  NAME  OF  ANY  PERSON OTHER THAN DTC OR A NOMINEE THEREOF,EXCEPT IN THE
LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  INDENTURE.

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

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

                             CHESAPEAKE FUNDING LLC

          SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-2

     CHESAPEAKE  FUNDING  LLC, a limited liability company formed under the laws
of  the  State  of  Delaware  (herein  referred  to  as the "Issuer"), for value
                                                             ------
received,  hereby  promises  to  pay  to  Cede & Co., or registered assigns, the
principal  sum of [______________] Dollars, which amount shall be payable in the
amounts  and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Class A-2 Investor Note
shall  be  due  on  the  Class  A-2 Final Maturity Date. However, principal with
respect  to  the  Class  A-2  Investor  Notes  may be paid earlier under certain
limited  circumstances described in the Indenture.  The Issuer will pay interest
on  this  Class  A-2  Investor  Note  for each Series 2004-1 Interest Period, in
accordance  with the terms of the Indenture, at the Class A-2 Note Rate for such
Interest  Period.  Each  "Series  2004-1  Interest  Period"  will  be  a  period
                          --------------------------------
commencing  on  and including a Payment Date and ending on and including the day
preceding  the next succeeding Payment Date; provided, however, that the initial
                                             --------  -------
Series  2004-1  Interest  Period shall commence on and include the Series 2004-1
Closing  Date  and  end on and include September 6, 2004.  Such principal of and
interest  on  this Class A-2 Investor Note shall be paid in the manner specified
on  the  reverse  hereof  and  in  the  Indenture.

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

                                    A-2-1-2
<PAGE>

     Reference is made to the further provisions of this Class A-2 Investor Note
set  forth  on  the  reverse  hereof, which shall have the same effect as though
fully  set forth on the face of this Class A-2 Investor Note. Although a summary
of  certain  provisions  of  the Indenture is set forth below and on the reverse
hereof  and made a part hereof, this Class A-2 Investor Note does not purport to
summarize  the  Indenture and reference is made to the Indenture for information
with  respect  to  the  interests,  rights,  benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Issuer and
the  Indenture  Trustee.  A  copy  of  the  Indenture  may be requested from the
Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4
New  York  Plaza, 6th Floor, New York, New York, 10004, Attention: Institutional
Trust  Services/Global  Debt.  To the extent not defined herein, the capitalized
terms  used  herein  have  the  meanings  ascribed  to  them  in  the Indenture.

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

                                    A-2-1-3
<PAGE>

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

Date:  __________

                                        CHESAPEAKE  FUNDING  LLC


                                        By:___________________________
                                             Name:
                                             Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN  CHASE  BANK, as Indenture
                                        Trustee

                                        By:___________________________
                                             Authorized  Signatory

                                    A-2-1-4
<PAGE>

                      [REVERSE OF CLASS A-2 INVESTOR NOTE]

     This Class A-2 Investor Note is one of a duly authorized issue of Class A-2
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-2 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee",  which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and  (ii) a Series 2004-1 Indenture Supplement dated as of July 29,
---
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
-            -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-2 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-2 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-2 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.

     Principal  of  the  Class  A-2  Investor  Notes  will  be  payable  on each
Payment  Date  specified  in  and  in  the  amounts  described in the Indenture.
"Payment  Date"  means  the  7th  day  of  each  month, or if such date is not a
 -------------
Business  Day,  the  next succeeding Business Day, commencing September 7, 2004.

     The  entire  unpaid  principal  amount  of  this  Class  A-2  Investor Note
shall  be  due and payable on the Class A-2 Final Maturity Date. Notwithstanding
the  foregoing,  principal  on the Class A-2 Investor Notes will be paid earlier
during  the Series 2004-1 Amortization Period as described in the Indenture. All
principal payments on the Class A-2 Investor Notes shall be made pro rata to the
Class  A-2  Investor  Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-2 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.63%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.16% per annum (the "Class A-2 Note
                                                                  --------------
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
----      ---------------
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates


                                    A-2-1-5
<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement and,  by acquiring a Class A-2 Investor Note or an
interest therein, each Class A-2 Investor Noteholder and each Class A-2 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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

                                    A-2-1-6


<PAGE>

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

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

     It is the intent of the Issuer, each Class A-2 Investor Noteholder and each
Class  A-2  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-2  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-2  Investor  Noteholder  and  each  Class  A-2  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-2  Investor  Note, agrees to treat this Class A-2
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     The  Indenture  permits,  with  certain exceptions as therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Issuer  and  the rights of the Holders of the Series 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes

                                    A-2-1-7


<PAGE>

affected  by  such  amendment  or  modification.  The  Indenture  also  contains
provisions  permitting  the Holders of Series 2004-1 Investor Notes representing
specified  percentages  of the aggregate outstanding amount of the Series 2004-1
Investor  Notes,  on  behalf  of  the  Holders of all the Series 2004-1 Investor
Notes,  to  waive  compliance  by  the  Issuer  with  certain  provisions of the
Indenture  and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Class A-2 Investor Note (or any
one  or  more  predecessor  Class  A-2  Investor  Notes) shall be conclusive and
binding  upon such Holder and upon all future Holders of this Class A-2 Investor
Note and of any Class A-2 Investor Note issued upon the registration of transfer
hereof  or  in exchange hereof or in lieu hereof whether or not notation of such
consent  or waiver is made upon this Class A-2 Investor Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth  in  the  Indenture  without  the  consent of Holders of the Series 2004-1
Investor  Notes  issued  thereunder.

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

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

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

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

     Interests  in  this  Restricted  Global  Class  A-2  Investor  Note  are
exchangeable  or  transferable  in whole or in part for interests in a Temporary
Global  Class  A-2  Investor  Note or a Permanent Global Class A-2 Investor Note
provided  that such transfer or exchange complies with Section 6.5 of the Series
                                                       -----------
2004-1  Indenture  Supplement.  Interests  in  this  Restricted Global Class A-2
Investor  Note  may be exchanged for Definitive Notes, subject to the provisions
of  the  Indenture.

                                    A-2-1-8


<PAGE>
                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________          By:_______________________(4)

                                        Signature  Guaranteed:

                                        __________________________________
                                        __________________________________


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



                                    A-2-1-9
<PAGE>


                                                                   EXHIBIT A-2-2
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF TEMPORARY GLOBAL CLASS A-2 INVESTOR NOTE

No.                                                         $[_______________]

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. U16492AB3
                                                           ISIN NO. USU16492AB35

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE LATER
OF  THE  COMMENCEMENT  OF  THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES
(THE  "RESTRICTED  PERIOD")  IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE
UNITED  STATES AND OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF
THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF,
BY  PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT AND AGREES FOR THE BENEFIT OF
CHESAPEAKE  FUNDING  LLC (THE "ISSUER") THAT THIS NOTE MAY BE REOFFERED, RESOLD,
PLEDGED  OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED
STATES  GOVERNING  THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION
OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION  S  UNDER  THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH
RULE  144A  UNDER  THE  SECURITIES  ACT  OR  (3)  TO  THE  ISSUER.

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

                                    A-2-2-1


<PAGE>

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

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


                             CHESAPEAKE FUNDING LLC

          SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-2

     CHESAPEAKE  FUNDING  LLC, a limited liability company formed under the laws
of  the  State  of  Delaware  (herein  referred  to  as the "Issuer"), for value
                                                             ------
received,  hereby  promises  to  pay  to  Cede & Co., or registered assigns, the
principal  sum  of  [____________] Dollars, which amount shall be payable in the
amounts  and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Class A-2 Investor Note
shall  be  due  on  the  Class  A-2 Final Maturity Date. However, principal with
respect  to  the  Class  A-2  Investor  Notes  may be paid earlier under certain
limited  circumstances described in the Indenture.  The Issuer will pay interest
on  this  Class  A-2  Investor  Note  for each Series 2004-1 Interest Period, in
accordance  with the terms of the Indenture, at the Class A-2 Note Rate for such
Interest  Period.  Each  "Series  2004-1  Interest  Period"  will  be  a  period
                          --------------------------------
commencing  on  and including a Payment Date and ending on and including the day
preceding  the next succeeding Payment Date; provided, however, that the initial
                                             --------  -------
Series  2004-1  Interest  Period shall commence on and include the Series 2004-1
Closing  Date  and  end on and include September 6, 2004.  Such principal of and
interest  on  this Class A-2 Investor Note shall be paid in the manner specified
on  the  reverse  hereof  and  in  the  Indenture.

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

     Reference is made to the further provisions of this Class A-2 Investor Note
set  forth  on  the  reverse  hereof, which shall have the same effect as though
fully  set forth on the face of this Class A-2 Investor Note. Although a summary
of  certain  provisions  of  the Indenture is set forth below and on the reverse
hereof  and  made  a  part  hereof,  this  Class  A-2  Investor  Note  does


                                    A-2-2-2
<PAGE>

not  purport  to  summarize the Indenture and reference is made to the Indenture
for  information  with  respect to the interests, rights, benefits, obligations,
proceeds  and  duties evidenced hereby and the rights, duties and obligations of
the  Issuer  and the Indenture Trustee. A copy of the Indenture may be requested
from  the  Indenture  Trustee  by  writing to the Indenture Trustee at: JPMorgan
Chase  Bank,  4 New York Plaza, 6th Floor, New York, New York, 10004, Attention:
Institutional  Trust Services/Global Debt. To the extent not defined herein, the
capitalized  terms  used  herein  have  the  meanings  ascribed  to  them in the
Indenture.

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


                                    A-2-2-3
<PAGE>

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

Date:  __________

                                   CHESAPEAKE  FUNDING  LLC


                                   By:___________________________
                                        Name:
                                        Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                   JPMORGAN  CHASE  BANK,  as  Indenture
                                   Trustee

                                   By:___________________________
                                        Authorized  Signatory


                                    A-2-2-4
<PAGE>
                      [REVERSE OF CLASS A-2 INVESTOR NOTE]

     This Class A-2 Investor Note is one of a duly authorized issue of Class A-2
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-2 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee",  which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and  (ii) a Series 2004-1 Indenture Supplement dated as of July 29,
---
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
-            -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-2 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-2 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-2 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.

     Principal  of  the Class A-2 Investor Notes will be payable on each Payment
Date  specified in and in the amounts described in the Indenture. "Payment Date"
                                                                   ------------
means the 7th day of each month, or if such date is not a Business Day, the next
succeeding  Business  Day,  commencing  September  7,  2004.

     The entire unpaid principal amount of this Class A-2 Investor Note shall be
Due  and  payable  on  the  Class  A-2  Final Maturity Date. Notwithstanding the
foregoing, principal on the Class A-2 Investor Notes will be paid earlier during
the  Series  2004-1  Amortization  Period  as  described  in  the Indenture. All
principal payments on the Class A-2 Investor Notes shall be made pro rata to the
Class  A-2  Investor  Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-2 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.63%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.16% per annum (the "Class A-2 Note
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates


                                    A-2-2-5
<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement  and, by acquiring a Class A-2 Investor Note or an
interest therein, each Class A-2 Investor Noteholder and each Class A-2 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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

                                    A-2-2-6


<PAGE>

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

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

     It is the intent of the Issuer, each Class A-2 Investor Noteholder and each
Class  A-2  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-2  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-2  Investor  Noteholder  and  each  Class  A-2  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-2  Investor  Note, agrees to treat this Class A-2
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     Each  Holder of this Class A-2 Investor Note shall provide to the Indenture
Trustee  at least annually an appropriate statement (on Internal Revenue Service
Form  W-8  or suitable substitute), with respect to United States federal income
tax  and withholding tax, signed under penalties of perjury, certifying that the
beneficial  owner  of  this  Class  A-2  Investor  Note is

                                    A-2-2-7
<PAGE>

a  non-U.S.  person  and  providing  the  Holder's  name  and  address.  If  the
information  provided  in  the  statement  changes, the Holder of this Class A-2
Investor  Note  shall  so  inform  the  Indenture Trustee within 30 days of such
change.

     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 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes affected by such
amendment  or  modification.  The  Indenture also contains provisions permitting
the  Holders  of Series 2004-1 Investor Notes representing specified percentages
of  the  aggregate  outstanding  amount  of the Series 2004-1 Investor Notes, on
behalf  of  the  Holders  of  all  the  Series  2004-1  Investor Notes, to waive
compliance  by  the  Issuer with certain provisions of the Indenture and certain
past  defaults  under  the Indenture and their consequences. Any such consent or
waiver  by  the  Holder  of  this  Class  A-2  Investor Note (or any one or more
predecessor  Class A-2 Investor Notes) shall be conclusive and binding upon such
Holder  and  upon  all future Holders of this Class A-2 Investor Note and of any
Class  A-2  Investor  Note issued upon the registration of transfer hereof or in
exchange  hereof  or  in  lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-2 Investor Note. The Indenture also permits the
Indenture  Trustee  to  amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Series 2004-1 Investor Notes
issued  thereunder.

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

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

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

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

     During  the Restricted Period (as defined below), payments (if any) on this
Temporary  Global  Class  A-2 Investor Note will only be paid to the extent that
there  is  presented by Clearstream Banking, soci t  anonyme ("Clearstream"), or
                                                               -----------
Euroclear  Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), to
                                                                 ---------
the  Indenture  Trustee a certificate to the effect that it has received from or
in  respect  of  persons  entitled to a Class A-2 Investor Note (as shown by its
records)  certification in form reasonably satisfactory to the Indenture Trustee
from  such  persons  that  their beneficial ownership interests in the Temporary
Global  Class  A-2  Investor  Note  are owned either by non-U.S. persons or U.S.
persons  who  purchased  such  interests  in  a transaction that did not require
registration  under the Securities Act.  After the Restricted Period, the holder
of this Temporary Global Class A-2 Investor Note will not be entitled to receive
any

                                    A-2-2-8


<PAGE>

payment hereon, until this Temporary Global Class A-2 Investor Note is exchanged
in  full  for  a Permanent Global Class A-2 Investor Note. This Temporary Global
Class  A-2  Investor  Note  shall  in all other respects be entitled to the same
benefits  as  a  Permanent  Global  Class A-2 Investor Note under the Indenture.

     After  the  end  of the period commencing on the Series 2004-1 Closing Date
and ending on the date that is the 40th day after the Series 2004-1 Closing Date
(the "Restricted Period"), interests in this Temporary Global Class A-2 Investor
      -----------------
Note may be exchanged (free of charge) for interests in a Permanent Global Class
A-2  Investor  Note  in the form of Exhibit A-2-3 to the Series 2004-1 Indenture
                                    -------------
Supplement upon presentation of this Temporary Global Class A-2 Investor Note to
the Indenture Trustee.  The Permanent Global Class A-2 Investor Note shall be so
issued  and delivered in exchange for only that portion of this Temporary Global
Class  A-2  Investor Note in respect of which there shall have been presented to
the  Indenture  Trustee  by Euroclear or Clearstream a certificate to the effect
that  it  has  received  from  or  in respect of persons entitled to a Class A-2
Investor  Note  (as  shown  by  its  records)  certification  in form reasonably
satisfactory  to  the  Indenture Trustee from such persons that their beneficial
ownership  interests  in  the Temporary Global Class A-2 Investor Note are owned
either  by  non-U.S.  persons  or U.S. persons who purchased such interests in a
transaction  that  did  not  require  registration  under  the  Securities  Act.

     On  an  exchange  of  the whole of this Temporary Global Class A-2 Investor
Note,  this Temporary Global Class A-2 Investor Note shall be surrendered to the
Indenture  Trustee.  On  an exchange of part only of this Temporary Global Class
A-2  Investor Note, details of such exchange shall be entered by or on behalf of
the  Issuer  in  Schedule  A  hereto and the relevant space in Schedule A hereto
recording  such  exchange  shall  be  signed  by or on behalf of the Issuer. If,
following the issuance of a Permanent Global Class A-2 Investor Note in exchange
for  some  of  the Class A-2 Investor Notes represented by this Temporary Global
Class  A-2  Investor  Note, further Class A-2 Investor Notes are to be exchanged
pursuant  to this paragraph, such exchange may be effected, without the issuance
of  a  new  Permanent Global Class A-2 Investor Note, by the Issuer or its agent
endorsing  Schedule A of the Permanent Global Class A-2 Investor Note previously
issued  to  reflect  an  increase  in  the  aggregate  principal  amount of such
Permanent  Global  Class  A-2  Investor Note by an amount equal to the aggregate
principal  amount  of  the  additional Class A-2 Investor Notes to be exchanged.


     Interests  in  this  Temporary  Global  Class  A-2  Investor  Note  will be
Transferable  in  accordance with the rules and procedures for the time being of
Euroclear  or  Clearstream.  For  purposes  of  this  Temporary Global Class A-2
Investor Note, the securities account records of Euroclear or Clearstream shall,
in  the absence of manifest error, be conclusive evidence of the identity of the
holders  of  Class  A-2  Investor Notes and of the principal amount of Class A-2
Investor  Notes  represented  by  this  Temporary Global Class A-2 Investor Note
credited to the securities accounts of such holders of Class A-2 Investor Notes.
Any  statement  issued  by  Euroclear or Clearstream to any holder relating to a
specified  Class  A-2  Investor Note or Class A-2 Investor Notes credited to the
securities account of such holder and stating the principal amount of such Class
A-2  Investor  Note  or  Class  A-2 Investor Notes and certified by Euroclear or
Clearstream to be a true record of such securities account shall, in the absence
of  manifest  error,  be  conclusive  evidence  of  the  records of Euroclear or
Clearstream for the purposes of the preceding sentence (but without prejudice to
any  other  means  of  producing  such  records  in

                                    A-2-2-9


<PAGE>

evidence).  Notwithstanding  any  provision  to  the  contrary contained in this
Temporary Global Class A-2 Investor Note, the Issuer irrevocably agrees, for the
benefit  of  such  holder  and  its successors and assigns, that, subject to the
provisions  of  the Indenture, each holder or its successors or assigns may file
any  claim,  take  any  action  or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to pay any amount due
in  respect of each Class A-2 Investor Note represented by this Temporary Global
Class  A-2  Investor  Note which is credited to such holder's securities account
with  Euroclear  or  Clearstream without the production of this Temporary Global
Class  A-2  Investor  Note.

     Interests in this Temporary Global Class A-2 Investor Note are exchangeable
or  transferable  in whole or in part for interests in a Restricted Global Class
A-2  Investor Note provided that such transfer or exchange complies with Section
                                                                         -------
6.5  of  the  Series  2004-1  Indenture  Supplement. Interests in this Temporary
---
Global Class A-2 Investor Note may be exchanged for Definitive Notes, subject to
the  provisions  of  the  Indenture.

                                    A-2-2-10
<PAGE>

                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________          By:_______________________(5)

                                             Signature  Guaranteed:

                                             __________________________________
                                             __________________________________


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


                                    A-2-2-11


<PAGE>


                                                                   EXHIBIT A-2-3
                                                                TO SERIES 2004-1
                                                            INDENTURE SUPPLEMENT

                FORM OF PERMANENT GLOBAL CLASS A-2 INVESTOR NOTE

No.                                                         $[_____________]

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                   CUSIP (CINS) NO. [          ]
                                                           ISIN NO. [          ]

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

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

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


                             CHESAPEAKE FUNDING LLC

        SERIES 2004-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                    CLASS A-2


                                    A-2-3-1
<PAGE>

     CHESAPEAKE  FUNDING  LLC, a limited liability company formed under the laws
of  the  State  of  Delaware  (herein  referred  to  as the "Issuer"), for value
                                                             ------
received,  hereby  promises  to  pay  to  Cede & Co., or registered assigns, the
principal  sum  of  [___________]  Dollars, which amount shall be payable in the
amounts  and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Class A-2 Investor Note
shall  be  due  on  the  Class  A-2 Final Maturity Date. However, principal with
respect  to  the  Class  A-2  Investor  Notes  may be paid earlier under certain
limited  circumstances described in the Indenture.  The Issuer will pay interest
on  this  Class  A-2  Investor  Note  for each Series 2004-1 Interest Period, in
accordance  with the terms of the Indenture, at the Class A-2 Note Rate for such
Interest  Period.  Each  "Series  2004-1  Interest  Period"  will  be  a  period
                          --------------------------------
commencing  on  and including a Payment Date and ending on and including the day
preceding  the next succeeding Payment Date; provided, however, that the initial
                                             --------  -------
Series  2004-1  Interest  Period shall commence on and include the Series 2004-1
Closing  Date  and  end on and include September 6, 2004.  Such principal of and
interest  on  this Class A-2 Investor Note shall be paid in the manner specified
on  the  reverse  hereof  and  in  the  Indenture.

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

     Reference is made to the further provisions of this Class A-2 Investor Note
set  forth  on  the  reverse  hereof, which shall have the same effect as though
fully  set forth on the face of this Class A-2 Investor Note. Although a summary
of  certain  provisions  of  the Indenture is set forth below and on the reverse
hereof  and made a part hereof, this Class A-2 Investor Note does not purport to
summarize  the  Indenture and reference is made to the Indenture for information
with  respect  to  the  interests,  rights,  benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Issuer and
the  Indenture  Trustee.  A  copy  of  the  Indenture  may be requested from the
Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4
New  York  Plaza, 6th Floor, New York, New York, 10004, Attention: Institutional
Trust  Services/Global  Debt.  To the extent not defined herein, the capitalized
terms  used  herein  have  the  meanings  ascribed  to  them  in  the Indenture.

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

                                    A-2-3-2
<PAGE>

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

Date:  __________

                                        CHESAPEAKE  FUNDING  LLC


                                        By:___________________________
                                             Name:
                                             Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN  CHASE  BANK,  as  Indenture
                                        Trustee


                                        By:___________________________
                                             Authorized  Signatory

                                    A-2-3-3


<PAGE>
                      [REVERSE OF CLASS A-2 INVESTOR NOTE]

     This Class A-2 Investor Note is one of a duly authorized issue of Class A-2
Investor Notes of the Issuer designated its Series 2004-1 Floating Rate Callable
Asset  Backed Investor Notes (herein called the "Class A-2 Investor Notes"), all
                                                 ------------------------
issued  under  (i)  a  Base  Indenture  dated  as  of  June  30, 1999 (such Base
Indenture,  as  amended  or  modified,  is  herein called the "Base Indenture"),
                                                               --------------
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
                                                                       ---------
Trustee",  which  term  includes  any successor Indenture Trustee under the Base
-------
Indenture),  and  (ii) a Series 2004-1 Indenture Supplement dated as of July 29,
---
2004  (the  "Series  2004-1  Indenture  Supplement")  between the Issuer and the
-            -------------------------------------
Indenture Trustee. The Base Indenture and the Series 2004-1 Indenture Supplement
are  referred  to  herein  as  the "Indenture". The Class A-2 Investor Notes are
                                    ---------
subject to all terms of the Indenture. All terms used in this Class A-2 Investor
Note  that  are  defined in the Indenture, as supplemented, modified or amended,
shall  have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented,  modified  or  amended.

     The Class A-2 Investor Notes are and will be equally and ratably secured by
the  Series  2004-1  Collateral  pledged as security therefor as provided in the
Indenture  and  the  Series  2004-1  Indenture  Supplement.

     Principal  of  the Class A-2 Investor Notes will be payable on each Payment
Date  specified in and in the amounts described in the Indenture. "Payment Date"
means the 7th day of each month, or if such date is not a Business Day, the next
succeeding  Business  Day,  commencing  September  7,  2004.

     The entire unpaid principal amount of this Class A-2 Investor Note shall be
due  and  payable  on  the  Class  A-2  Final Maturity Date. Notwithstanding the
foregoing, principal on the Class A-2 Investor Notes will be paid earlier during
the  Series  2004-1  Amortization  Period  as  described  in  the Indenture. All
principal payments on the Class A-2 Investor Notes shall be made pro rata to the
Class  A-2  Investor  Noteholders  entitled  thereto.

     The Issuer will have the option to prepay the Series 2004-1 Investor Notes,
in whole but not in part, on any Payment Date after the Payment Date in February
2006. The prepayment price for the Series 2004-1 Investor Notes will be equal to
the  amount  set  forth  in  the  Indenture.

     Interest  will  accrue  on  this  Class  A-2 Investor Notes for each Series
2004-1 Interest Period at a rate equal to (i) with respect to the initial Series
2004-1  Interest  Period,  1.63%  per annum and (ii) with respect to each Series
2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for
such  Series  2004-1  Interest  Period plus 0.16% per annum (the "Class A-2 Note
                                                                  -------------
Rate").  "One-Month  LIBOR"  means,  for each Series 2004-1 Interest Period, the
----      ----------------
rate  per  annum  determined  on  the  related  LIBOR  Determination Date by the
Calculation  Agent to be the rate for Dollar deposits having a maturity equal to
one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London
time,  on  such  LIBOR  Determination Date; provided, however, that if such rate
does  not  appear  on  Telerate  Page  3750, One-Month LIBOR will mean, for such
2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to  the  nearest  one-one-hundred-thousandth  of  one  percent)  of  the  rates

                                    A-2-3-4


<PAGE>

quoted  by  the  Reference  Banks to the Calculation Agent as the rates at which
deposits  in  Dollars  are offered by the Reference Banks at approximately 11:00
a.m.,  London time, on the LIBOR Determination Date to prime banks in the London
interbank  market  for  a  period equal to one month; provided, further, that if
fewer  than  two  quotations  are  provided as requested by the Reference Banks,
"One-Month  LIBOR"  for  such  Series  2004-1  Interest  Period  will  mean  the
arithmetic  mean  (rounded  to  the  nearest  one-one-hundred-thousandth  of one
percent)  of  the  rates quoted by major banks in New York, New York selected by
the  Calculation  Agent, at approximately 10:00 a.m., New York City time, on the
first  day of such Series 2004-1 Interest Period for loans in Dollars to leading
European  banks  for  a period equal to one month; provided, finally, that if no
such  quotes  are  provided,  "One-Month  LIBOR" for such Series 2004-1 Interest
Period  will  mean  One-Month  LIBOR  as in effect with respect to the preceding
Series  2004-1  Interest  Period.

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

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

     The  Issuer  and  the  Indenture  Trustee  covenant and agree in the Series
2004-1  Indenture  Supplement  and, by acquiring a Class A-2 Investor Note or an
interest therein, each Class A-2 Investor Noteholder and each Class A-2 Investor
Note Owner hereby covenants and agrees that, prior to the date which is one year
and  one day after payment in full of all obligations under each Securitization,
it  will not institute against, or join any other Person in instituting against,
the  Origination  Trust,  SPV,  any other Special Purpose Entity, or any general
partner  or single member of any Special Purpose Entity that is a partnership or
limited  liability  company,  respectively,  any  bankruptcy,  reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal  or  state  bankruptcy  or  similar  law.

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

                                    A-2-3-5
<PAGE>

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

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

     It is the intent of the Issuer, each Class A-2 Investor Noteholder and each
Class  A-2  Investor  Note  Owner  that, for federal, state and local income and
franchise  tax  purposes  only,  the  Class  A-2  Investor  Notes  will evidence
indebtedness  of the Issuer secured by the Series 2004-1 Collateral.  Each Class
A-2  Investor  Noteholder  and  each  Class  A-2  Investor  Note  Owner,  by the
acceptance  of  this  Class  A-2  Investor  Note, agrees to treat this Class A-2
Investor  Note  for  purposes  of  federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

     Each  Holder of this Class A-2 Investor Note shall provide to the Indenture
Trustee  at least annually an appropriate statement (on Internal Revenue Service
Form  W-8  or suitable substitute), with respect to United States federal income
tax  and withholding tax, signed under penalties of perjury, certifying that the
beneficial  owner  of  this  Class  A-2  Investor  Note is

                                    A-2-3-6
<PAGE>

a  non-U.S.  person  and  providing  the  Holder's  name  and  address.  If  the
information  provided  in  the  statement  changes, the Holder of this Class A-2
Investor  Note  shall  so  inform  the  Indenture Trustee within 30 days of such
change.

     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 2004-1 Investor Notes under
the  Indenture  at  any  time by the Issuer with the consent of the Holders of a
Majority  in  Interest  of  the  Series  2004-1  Investor Notes affected by such
amendment  or  modification.  The  Indenture also contains provisions permitting
the  Holders  of Series 2004-1 Investor Notes representing specified percentages
of  the  aggregate  outstanding  amount  of the Series 2004-1 Investor Notes, on
behalf  of  the  Holders  of  all  the  Series  2004-1  Investor Notes, to waive
compliance  by  the  Issuer with certain provisions of the Indenture and certain
past  defaults  under  the Indenture and their consequences. Any such consent or
waiver  by  the  Holder  of  this  Class  A-2  Investor Note (or any one or more
predecessor  Class A-2 Investor Notes) shall be conclusive and binding upon such
Holder  and  upon  all future Holders of this Class A-2 Investor Note and of any
Class  A-2  Investor  Note issued upon the registration of transfer hereof or in
exchange  hereof  or  in  lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-2 Investor Note. The Indenture also permits the
Indenture  Trustee  to  amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Series 2004-1 Investor Notes
issued  thereunder.

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

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

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

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

     Interests  in  this  Permanent  Global  Class  A-2  Investor  Note  will be
Transferable  in  accordance with the rules and procedures for the time being of
Clearstream  Banking,  societe  anonyme  ("Clearstream"),  or  Euroclear  Bank
                                           -----------
S.A./N.V.,  as  operator  of  the  Euroclear System ("Euroclear"). Euroclear and
                                                      ---------
Clearstream will be treated by the Indenture Trustee and any paying agent as the
holder  of  the  Class A-2 Investor Notes. For purposes of this Permanent Global
Class  A-2  Investor  Note,  the  securities  account  records  of  Euroclear or
Clearstream  shall,  in the absence of manifest error, be conclusive evidence of
the  identity  of  the  holders of Class A-2 Investor Notes and of the principal
amount  of  Class  A-2 Investor Notes represented by this Permanent Global Class
A-2  Investor  Note credited to the securities accounts of such holders of Class
A-2  Investor  Notes.  Any  statement  issued by Euroclear or Clearstream to any
holder

                                    A-2-3-7


<PAGE>

relating  to  a  specified  Class  A-2 Investor Note or Class A-2 Investor Notes
credited  to  the  securities  account  of such holder and stating the principal
amount of such Class A-2 Investor Note or Class A-2 Investor Notes and certified
by  Euroclear  or  Clearstream  to  be  a true record of such securities account
shall,  in  the absence of manifest error, be conclusive evidence of the records
of  Euroclear  or  Clearstream  for  the purposes of the preceding sentence (but
without  prejudice  to  any  other means of producing such records in evidence).
Notwithstanding any provision to the contrary contained in this Permanent Global
Class  A-2 Investor Note, the Issuer irrevocably agrees, for the benefit of such
holder  and  its  successors and assigns, that, subject to the provisions of the
Indenture, each holder or its successors or assigns may file any claim, take any
action  or institute any proceeding to enforce, directly against the Issuer, the
obligation  of  the  Issuer  hereunder  to pay any amount due in respect of each
Class  A-2 Investor Note represented by this Permanent Global Class A-2 Investor
Note  which  is  credited  to such holder's securities account with Euroclear or
Clearstream  without  the production of this Permanent Global Class A-2 Investor
Note.

     Interests in this Permanent Global Class A-2 Investor Note are exchangeable
or  transferable  in whole or in part for interests in a Restricted Global Class
A-2  Investor Note provided that such transfer or exchange complies with Section
                                                                         -------
6.5  of  the  Series  2004-1  Indenture Supplement.  Interests in this Permanent
---
Global Class A-2 Investor Note may be exchanged for Definitive Notes, subject to
the  provisions  of  the  Indenture.


                                    A-2-3-8
<PAGE>

                                   ASSIGNMENT

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

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

___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________          By:_______________________(6)

                                             Signature  Guaranteed:

                                             __________________________________
                                             __________________________________

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


                                    A-2-3-9
<PAGE>

                                                                     EXHIBIT B-1



                  [FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER
                           FROM RESTRICTED GLOBAL NOTE
                            TO TEMPORARY GLOBAL NOTE]
                   (exchanges or transfers pursuant to Section
                6.5(c) of the Series 2004-1 Indenture Supplement)



JPMorgan  Chase  Bank,
as  Transfer  Agent  and  Registrar
4  New  York  Plaza,  6th  Floor
New  York,  New  York  10004
Attention:  Institutional  Trust  Services/Global Debt-Chesapeake Funding 2004-1


Re:     Chesapeake  Funding  LLC
Series  2004-1  Floating  Rate  Callable  Asset  Backed  Investor  Notes

Reference  is hereby made to the Series 2004-1 Indenture Supplement, dated as of
July  29, 2004 (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), between Chesapeake Funding LLC
(the  "Issuer")  and  JPMorgan  Chase Bank, as Indenture Trustee (the "Indenture
Trustee"),  to  the  Base  Indenture,  dated  as of June 30, 1999 (as amended or
modified  from  time  to  time,  the  "Base  Indenture"  and,  together with the
Indenture  Supplement,  the  "Indenture"),  between the Issuer and the Indenture
Trustee.  Capitalized  terms used but not defined herein shall have the meanings
given  to  them  in  the  Indenture.

This  letter  relates  to  US$______________  principal amount of the Restricted
Global  Note  (the  "Restricted Global Note") of the Series 2004-1 Floating Rate
Callable  Asset Backed Notes, [Class A-1] [Class A-2] (the "Notes") (CUSIP No. [
]),  held  with  DTC  in  the  name  of  [transferor]  (the  "Transferor").  The
Transferor  has  requested  an  exchange  or  transfer  of  such interest for an
interest  in  the  Temporary  Global  Note  of  the  Series 2004-1 Floating Rate
Callable  Asset  Backed Notes, [Class A-1] [Class A-2](ISIN No. [             ])
to be held with [Euroclear] [Clearstream] (Common Code No. [          ]) through
DTC.  If  this  is  a  partial  transfer,  a minimum amount of US$200,000 or any
integral  multiple  of  US$1,000 in excess thereof of the Restricted Global Note
will  remain  outstanding.

In  connection  with  such  request and in respect of such Notes, the Transferor
does  hereby  certify  that  such  exchange  or  transfer  has  been effected in
accordance  with  the  transfer  restrictions  set  forth  in  the Indenture and
pursuant to and in accordance with Rule 904 of Regulation S under the Securities
Act  of  1933, as amended (the "Securities Act"), and accordingly the Transferor
does  hereby  certify  that:

                                      B-1-1
<PAGE>


(1)     the  offer  of  the Notes was not made to a person in the United States;

(2)     either  (a)  at the time the buy order was originated the transferee was
outside  the  United  States  or  the  Transferor  or  any  person acting on the
Transferor's  behalf  reasonably  believed  that  the transferee was outside the
United  States  or  (b)  the  transaction  was  executed  in,  on or through the
facilities of a designated offshore securities market and neither the Transferor
nor any person acting on behalf of the Transferor knows that the transaction was
pre-arranged  with  a  buyer  in  the  United  States;

(3)     no  directed  selling  efforts  have  been  made in contravention of the
requirements  of  Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)     the  transaction  is  not  part  of  a  plan  or  scheme  to  evade  the
registration  requirements  of  the  Securities  Act.

This  certificate  and the statements contained herein are made for your benefit
and  for  the  benefit  of  the  Issuer  and  the  Indenture  Trustee.

                                   [Insert  name  of  Transferor]


                                   By:  ________________________________
                                          Name:
                                          Title:


Dated:  _________________

cc:  Chesapeake  Funding  LLC
     940  Ridgebrook  Road
     Sparks,  Maryland  21152
     Attention:  [General  Counsel]

                                      B-1-2
<PAGE>

                                                                     EXHIBIT B-2



                  [FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER
                           FROM RESTRICTED GLOBAL NOTE
                            TO PERMANENT GLOBAL NOTE]
                   (exchanges or transfers pursuant to Section
                6.5(d) of the Series 2004-1 Indenture Supplement)


JPMorgan  Chase  Bank,
as  Transfer  Agent  and  Registrar
4  New  York  Plaza,  6th  Floor
New  York,  New  York  10004
Attention:  Institutional  Trust  Services/Global Debt-Chesapeake Funding 2004-1


Re:     Chesapeake  Funding  LLC
Series  2004-1  Floating  Rate  Callable  Asset  Backed  Investor  Notes

Reference  is hereby made to the Series 2004-1 Indenture Supplement, dated as of
July  29, 2004 (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), between Chesapeake Funding LLC
(the  "Issuer")  and  JPMorgan  Chase Bank, as Indenture Trustee (the "Indenture
Trustee"),  to  the  Base  Indenture,  dated  as of June 30, 1999 (as amended or
modified  from  time  to  time,  the  "Base  Indenture"  and,  together with the
Indenture  Supplement,  the  "Indenture"),  between the Issuer and the Indenture
Trustee.  Capitalized  terms used but not defined herein shall have the meanings
given  to  them  in  the  Indenture.

This  letter  relates  to  US$______________  principal amount of the Restricted
Global  Note  (the  "Restricted Global Note") of the Series 2004-1 Floating Rate
Callable  Asset Backed Notes, [Class A-1] [Class A-2] (the "Notes") (CUSIP No. [
]),  held  with  DTC  in  the  name  of  [transferor]  (the  "Transferor").  The
Transferor  has  requested  an  exchange  or  transfer  of  such interest for an
interest  in  the  Permanent  Global  Note  of  the  Series 2004-1 Floating Rate
Callable  Asset  Backed  Notes,  [Class  A-1]  [Class  A-2](ISIN  No.  [
])  to  be  held  with  [Euroclear]  [Clearstream]  (Common  Code  No.  [
])  through  DTC.  If this is a partial transfer, a minimum amount of US$200,000
or  any integral multiple of US$1,000 in excess thereof of the Restricted Global
Note  will  remain  outstanding.

In  connection  with  such  request and in respect of such Notes, the Transferor
does  hereby  certify  that  such  exchange  or  transfer  has  been effected in
accordance  with  the  transfer  restrictions set forth in the Indenture and (i)
with  respect  to transfers made in reliance upon Rule 904 of Regulation S under
the  Securities  Act  of 1933, as amended (the "Securities Act"), the Transferor
does  hereby  certify  that:

                                      B-2-1
<PAGE>


(1)     the  offer  of  the Notes was not made to a person in the United States;

(2)     either  (a)  at the time the buy order was originated the transferee was
outside  the  United  States  or  the  Transferor  or  any  person acting on the
Transferor's  behalf  reasonably  believed  that  the transferee was outside the
United  States  or  (b)  the  transaction  was  executed  in,  on or through the
facilities of a designated offshore securities market and neither the Transferor
nor any person acting on behalf of the Transferor knows that the transaction was
pre-arranged  with  a  buyer  in  the  United  States;

(3)     no  directed  selling  efforts  have  been  made in contravention of the
requirements  of  Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)     the  transaction  is  not  part  of  a  plan  or  scheme  to  evade  the
registration  requirements  of  the  Securities  Act;

and  (ii)  with  respect  to  transfers made in reliance upon Rule 144 under the
Securities  Act,  the  Transferor  hereby  certifies  that  the  Notes are being
transferred  in  a  transaction  permitted by Rule 144 under the Securities Act.

This  certificate  and the statements contained herein are made for your benefit
and  for  the  benefit  of  the  Issuer  and  the  Indenture  Trustee.

                                   [Insert  name  of  Transferor]


                                   By:  ________________________________
                                          Name:
                                          Title:


Dated:  _________________

cc:  Chesapeake  Funding  LLC
     940  Ridgebrook  Road
     Sparks,  Maryland  21152
     Attention:  [General  Counsel]

                                      B-2-2
<PAGE>

                                                                     EXHIBIT B-3



                      [FORM OF CERTIFICATE FOR TRANSFER OR
                                  EXCHANGE FROM
                              TEMPORARY GLOBAL NOTE
                           TO RESTRICTED GLOBAL NOTE]
                       (exchanges or transfers pursuant to
            Section 6.5(e) of the Series 2004-1 Indenture Supplement)



JPMorgan  Chase  Bank,
as  Transfer  Agent  and  Registrar
4  New  York  Plaza,  6th  Floor
New  York,  New  York  10004
Attention:  Institutional  Trust  Services/Global Debt-Chesapeake Funding 2004-1


Re:     Chesapeake  Funding  LLC
Series  2004-1  Floating  Rate  Callable  Asset  Backed  Investor  Notes

Reference  is hereby made to the Series 2004-1 Indenture Supplement, dated as of
July  29, 2004 (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), between Chesapeake Funding LLC
(the  "Issuer")  and  JPMorgan  Chase Bank, as Indenture Trustee (the "Indenture
Trustee"),  to  the  Base  Indenture,  dated  as of June 30, 1999 (as amended or
modified  from  time  to  time,  the  "Base  Indenture"  and,  together with the
Indenture  Supplement,  the  "Indenture"),  between the Issuer and the Indenture
Trustee.  Capitalized  terms used but not defined herein shall have the meanings
given  to  them  in  the  Indenture.

This  letter  relates  to  US$______________  principal  amount of the Temporary
Global  Note  (the  "Temporary  Global Note") of the Series 2004-1 Floating Rate
Callable  Asset  Backed Notes, [Class A-1] [Class A-2] (the "Notes") (ISIN No. [
])  held  with [Euroclear] [Clearstream] (Common Code No. [                   ])
through  DTC in the name of [transferor] (the "Transferor").  The Transferor has
requested  an  exchange  or  transfer  of  such  interest for an interest in the
Restricted  Global Note of the Series 2004-1 Floating Rate Callable Asset Backed
Notes, [Class A-1] [Class A-2] (CUSIP No. [                   ]) to be held with
DTC.  If  this  is  a  partial  transfer,  a minimum amount of US$200,000 or any
integral  multiple  of  US$1,000  in excess thereof of the Temporary Global Note
will  remain  outstanding.

In  connection  with  such request, and in respect of such Notes, the Transferor
does  hereby  certify  that  such Notes are being transferred in accordance with
Rule 144A under the Securities Act of 1933, as amended, to a transferee that the
Transferor  reasonably  believes  is  purchasing  the  Certificates  for its own
account  or  an  account  with  respect  to  which the transferee exercises sole

                                      B-3-1


<PAGE>

investment  discretion  and  the transferee and any such account is a "qualified
institutional  buyer"  within  the  meaning  of  Rule  144A,  in  each case in a
transaction  meeting  the  requirements  of Rule 144A and in accordance with any
applicable  securities  laws  of  any  state  of  the United States or any other
jurisdiction.

This  certificate  and the statements contained herein are made for your benefit
and  for  the  benefit  of  the  Issuer  and  the  Indenture  Trustee.

                                   [Insert  name  of  Transferor]


                                   By:  ________________________________
                                          Name:
                                          Title:


Dated:  _________________

cc:  Chesapeake  Funding  LLC
     940  Ridgebrook  Road
     Sparks,  Maryland  21152
     Attention:  [General  Counsel]

                                      B-3-2
<PAGE>

                                                                     EXHIBIT B-4



                   [FORM OF CLEARING HOUSE SYSTEM CERTIFICATE]
                       (exchanges pursuant to Section 6.3
                   of the Series 2004-1 Indenture Supplement)


Chesapeake  Funding  LLC
940  Ridgebrook  Road
Sparks,  Maryland  21152
Attention:  [General  Counsel]

JPMorgan  Chase  Bank,
as  Transfer  Agent  and  Registrar
4  New  York  Plaza,  6th  Floor
New  York,  New  York  10004
Attention:  Institutional  Trust  Services/Global Debt-Chesapeake Funding 2004-1


Re:     Chesapeake  Funding  LLC
Series  2004-1  Floating  Rate  Callable  Asset  Backed  Investor  Notes

Reference  is hereby made to the Series 2004-1 Indenture Supplement, dated as of
July  29, 2004 (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), between Chesapeake Funding LLC
(the  "Issuer")  and  JPMorgan  Chase Bank, as Indenture Trustee (the "Indenture
Trustee"),  to  the  Base  Indenture,  dated  as of June 30, 1999 (as amended or
modified  from  time  to  time,  the  "Base  Indenture"  and,  together with the
Indenture  Supplement,  the  "Indenture"),  between the Issuer and the Indenture
Trustee.  Capitalized  terms used but not defined herein shall have the meanings
given  to  them  in  the  Indenture.

This  is  to  certify  that  we  have received certificates substantially to the
effect  set  forth  in  Exhibit  B-5  to the Indenture Supplement in writing, by
tested  telex  or electronic transmissions from Persons appearing in our records
as  being  entitled  to a portion of the original principal amount of the Series
2004-1  Investor  Notes  equal  to,  as of the date hereof, U.S. $[_______] (our
"Noteholders").  Series  2004-1  Investor  Noteholders  of  such  portion of the
original  principal  amount  of  the Series 2004-1 Investor Notes have requested
that their beneficial interest in such Series 2004-1 Investor Notes be exchanged
from  Temporary  Global  Notes  to  Permanent  Global  Notes.

We  further  certify  (i) that we are not making available herewith for exchange
any  portion  of  the  Temporary  Global  Note  except  as  set  forth  in  such
certificates  and  (ii)  that  as  of  the  date hereof we have not received any
notification  from any of our Noteholders to the effect that the statements made
by  such  Noteholder  with respect to any portion of the part submitted herewith

                                      B-4-1
<PAGE>


for exchange are no longer true and cannot be relied upon as of the date hereof.
We  understand  that  this  certification is required in connection with certain
securities  laws  of  the  United  States.  In  connection  therewith,  if
administrative  or  legal  proceedings are commenced or threatened in connection
with  which  this  certificate is or would be relevant, we irrevocably authorize
you  to  produce this certification to any interested party in such proceedings.

Dated:  [_________]

                                   [EUROCLEAR BANK S.A./N.V., as
                                   operator  of  the  Eurclear  System]


                                   By:  ________________________________
                                          Name:
                                          Title:



                                   [CLEARSTREAM  BANKING,  societe
                                   anonyme]


                                   By:  ________________________________
                                          Name:
                                          Title:





                                      B-4-2
<PAGE>

                                                                     EXHIBIT B-5



                      [FORM OF CERTIFICATE FOR TRANSFER OR
                                  EXCHANGE FROM
                              TEMPORARY GLOBAL NOTE
                            TO PERMANENT GLOBAL NOTE]
                       (exchanges pursuant to Section 6.3
                   of the Series 2004-1 Indenture Supplement)



Re:     Chesapeake  Funding  LLC
Series  2004-1  Floating  Rate  Callable  Asset  Backed  Investor  Notes

If  the Series 2004-1 Investor Notes are of the category contemplated in Section
230.903(b)(3)  of Regulation S under the Securities Act of 1933, as amended (the
"Act"),  then  this  is  to  certify that, except as set forth below, the Series
2004-1 Investor Notes are beneficially owned by (a) non-U.S. persons or (b) U.S.
persons who purchased the Series 2004-1 Investor Notes in transactions which did
not  require  registration  under the Act.  As used in this paragraph, the terms
"U.S.  person"  has  the  meaning  given  to  it  by Regulation S under the Act.

As  used  herein,  "United States" means the United States of America (including
the  States  and the District of Columbia); and its "possessions" include Puerto
Rico,  the  U.S.  Virgin  Islands,  Guam,  American  Samoa,  Wake Island and the
Northern  Mariana  Islands.

We  undertake  to advise you promptly by tested telex on or prior to the date on
which  you  intend  to  submit  your certification relating to the Series 2004-1
Investor  Notes  held  by  you for our account in accordance with your operating
procedures  if  any applicable statement herein is not correct on such date, and
in  the  absence  of  any  such  notification  it  may  be  assumed  that  this
certification  applies  as  of  such  date.

This  certification  excepts  and  does  not  relate  to  U.S.$[_______] of such
interest  in  the  above Series 2004-1 Investor Notes in respect of which we are
not  able  to  certify  and  as  to which we understand exchange and delivery of
interests in the Permanent Global Notes (or, if relevant, exercise of any rights
or  collection  of  any  interest)  cannot  be  made  until  we  do  so certify.

We  hereby  request that with the exception of the interests stated in the prior
paragraph,  our  beneficial  interest  in  the  Series  2004-1 Investor Notes be
exchanged  from  Temporary  Global  Notes  to  Permanent  Global  Notes.

We understand that this certification is required in connection with certain tax
laws  and,  if  applicable,  certain  securities  laws of the United States.  In
connection  therewith,  if  administrative or legal proceedings are commenced or
threatened  in connection with which this certification is

                                      B-5-1
<PAGE>

or would be relevant, we irrevocably authorize you to produce this certification
to  any  interested  party  in  such  proceedings.


Date:  [_______________](7)


                                        By:  ________________________________
                                        As,  or  as  agent  for,  the beneficial
                                        owner(s)  of  the Series 2004-1 Investor
                                        Notes to which this certificate relates.



-----------------------------
(7)  Not earlier than fifteen (15) days prior to the certification event to
     which  the  certification  relates.






                                      B-5-2
<PAGE>



                                                                       EXHIBIT E



                             CHESAPEAKE FUNDING LLC,
                                    as Issuer

                                       and

                              JPMORGAN CHASE BANK,
                              as Indenture Trustee

                        SUPPLEMENTAL INDENTURE NO. [___]

                              Dated as of [______]

                                       to

                                 BASE INDENTURE

                            Dated as of June 30, 1999

                               Asset Backed Notes
                              (Issuable in Series)


                                                                            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



                                       E-(i)
<PAGE>

     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, a New York banking corporation ("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.
     --------------    ---------------------------------------

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

                                       E1
<PAGE>


          (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:

     "'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

                                       E2
<PAGE>

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  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.


                                       E3
<PAGE>

     '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).

     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
                                       E4
<PAGE>


     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;

                    (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




                                       E5
<PAGE>

                         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.

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.

                                       E6
<PAGE>

     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:  _/s/  Joseph  W.  Weikel
                                        -----------------------
                                        Name:  Joseph  W.  Weikel
                                        Title:  Manager

                                    JPMORGAN  CHASE  BANK,
                                    as  Indenture  Trustee

                                   By:  _/s/  Melissa  Wilman
                                        ----------------------
                                        Name:  Melissa  Wilman
                                        Title:  Vice  President



                                       E7