Exhibit 10.15.1
 FLEET LEASING RECEIVABLES TRUST
 Trust
  PHH VEHICLE MANAGEMENT SERVICES INC.
 Originator
  PHH FLEET LEASE RECEIVABLES L.P.
 Seller
  MERRILL LYNCH CANADA INC., CIBC WORLD MARKETS INC., RBC DOMINION
SECURITIES INC. and SCOTIA CAPITAL INC.
 Agents
 
 AGENCY AGREEMENT
  
 Stikeman Elliott LLP




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AGENCY AGREEMENT
 THIS AGENCY AGREEMENT Agency Agreement BNY TRUST
COMPANY OF CANADA FLEET LEASING RECEIVABLES TRUST Trust PHH VEHICLE MANAGEMENT SERVICES INC. PHH VEHICLE MANAGEMENT SERVICES INC. Originator PHH FLEET LEASE RECEIVABLES L.P. Seller MERRILL LYNCH CANADA INC.,
CIBC WORLD MARKETS INC., RBC DOMINION SECURITIES INC. SCOTIA CAPITAL INC. Agents
 WHEREAS Notes
 AND WHEREAS Prospectus
 AND WHEREAS
 NOW THEREFORE
 Section 1 DEFINITIONS
 (1)
    
    In this Agency Agreement, unless stated elsewhere in this Agency Agreement, the following
terms have the following meanings:Agents counsel means Stikeman Elliott LLP;Applicable Securities Laws means all applicable securities laws and rules, regulations,
instruments, notices, orders and written policies in the Selling Provinces to the offering
and sale of the Notes, including but not limited to the securities legislation of the
Selling Provinces, and the rules, instruments and policies of the Securities Commissions;Business Day means a day which is not Saturday or Sunday or a legal holiday in Toronto,
Ontario;Closing means the closing of the purchase and sale of the Notes contemplated by this
Agency Agreement;




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-2- Closing Date means January 27, 2010, or such other date as the Agents and the Trust may
determine, acting reasonably;Closing Time means 10:00 a.m. (Toronto time) or such other time, on the Closing Date, as
the parties may agree;Condition in respect of a person, means the assets, liabilities (contingent or
otherwise), financial condition, properties, business, affairs, operations, results of
operations, income, cash flow or capital of such person;Declaration of Trust means the declaration of trust of the Trust dated November 2, 2009,
as amended and restated on November 16, 2009;DBRS means DBRS Limited and its successors;distribution means distribution or distribution to the public, as the case may be, as
defined under the Applicable Securities Laws of the Selling Provinces and distribute has
a corresponding meaning;Governmental Authority means any federal, provincial, state, municipal, county or
regional governmental or quasi-governmental authority, domestic or foreign, and includes
any ministry, department, court, tribunal, arbitral body, commission, bureau, board,
administrative or other agency or regulatory body or instrumentality thereof, any
quasi-governmental body or private body exercising regulatory, expropriation or taxing
authority under or for the account, if any, of the foregoing and any stock exchange or
self-regulatory authority and, for greater certainty, includes the Regulatory Authorities;Indenture means the Trust Indenture made as of November 16, 2009 between Computershare
Trust Company of Canada as indenture trustee, and BNY Trust Company of Canada, as issuer
trustee, as supplemented by the 2010-1 Supplemental Indenture made as of January 27, 2010
among such parties, as amended, supplemented, modified, restated or replaced from time to
time;Issuer Trustee has the meaning assigned in the Indenture;laws means any and all applicable (i) laws, constitutions, treaties, statutes, codes,
ordinances, principles of common and civil law and equity, orders, decrees, rules,
regulations and municipal by-laws whether domestic, foreign or international, (ii)
judicial, arbitral, administrative, ministerial, departmental and regulatory judgments,
orders, writs, injunctions, decisions, and awards of any Governmental Authority, and (iii)
policies, practices and guidelines of, or contracts with, any Governmental Authority which,
although not actually having the force of law, are considered by such Governmental
Authority as requiring compliance as if having the force of law, in each case binding on or
affecting the Person referred to in the context in which the word is used;




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-3- material change means a material change within the meaning of any of the Applicable
Securities Laws;material fact means a material fact within the meaning of any one or more of the
Applicable Securities Laws;misrepresentation means a misrepresentation within the meaning of the Applicable
Securities Laws;Moodys means Moodys Investors Service, Inc. and its successors;NI 13-101 means National Instrument 13-101  System for Electronic Document Analysis and
Retrieval (SEDAR)of the Canadian Securities Administrators and includes without limitation
any successor national instrument and companion policy to National Instrument 13-101;NI 44-102 means National Instrument 44-102  Shelf Distributionsof the Canadian
Securities Administrators and includes without limitation any successor national instrument
and companion policy to National Instrument 44-102;Passport Procedures means the procedures provided for under National Policy 11-202 
Process for Prospectus Reviews in Multiple Jurisdictionsamong the securities commissions
and other securities regulatory authorities in each of the provinces and territories of
Canada;Preliminary Prospectus means the preliminary short form base shelf prospectus of the
Trust dated November 16, 2009;Prospectus Amendment means an amendment to the Prospectus, in either or both of the
English and French languages unless the context indicates otherwise, and includes an
amendment by way of a material change report as contemplated by NI 44-102;Prospectus Supplement means the prospectus supplement of the Trust dated January 25, 2010
qualifying the issuance of the Notes;Purchase Agreement means the purchase agreement dated as of January 27, 2010 made among
the Trust, the Seller, PHH Vehicle Services Inc. as servicer and PHH Corporation as
performance guarantor, as the same may be amended, restated, modified or supplemented from
time to time;Rating Agencies shall have the meaning assigned in the Indenture;Related Collateral shall have the meaning assigned in the Indenture;Securities Commissions means the securities commissions or similar securities regulatory
authorities in the Selling Provinces;Selling Provinces means all of the provinces of Canada;




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-4- Shelf Prospectus means the (final) short form base shelf prospectus of the Trust dated
January 7, 2010 qualifying the issuance of up to $1,000,000,000 principal amount of
asset-backed notes;Sub-Agents means any other investment dealer and broker that the Agents may have
retained, appointed or engaged pursuant to Section 2(d);Transaction Documents means this Agency Agreement, the Purchase Agreement, the Indenture,
the Prospectus, the Notes and any other document entered into from time to time by one or
more of the parties hereto in connection with the issuance and sale of the Notes, in each
case, as amended, supplemented, modified, restated or replaced from time to time;Trusts auditors means Deloitte LLP;Trusts counsel means Blake, Cassels & Graydon LLP, or such other counsel engaged by
the Trust;
 (2)
    
    Gender and Number
  (3)
    
    Recitals
  Section 2 THE OFFERING
 (a)
    
    Sale of the Notes.
 (i)
    
    Subject to the terms and conditions of this Agency Agreement,
the Trust hereby appoints the Agents, and the Agents hereby agree to act as
agents for the Trust, severally and not jointly, to offer the Notes for sale
in the relevant Selling Provinces on behalf of the Trust. The Agents will use
their best efforts to arrange for one or more purchasers to purchase the
aggregate principal amount of the Notes.(ii)
    
    The Trust will create, issue and sell the Notes, as
applicable, at the Closing Time, in accordance with and subject to the
provisions of this Agency Agreement, the Indenture, the Prospectus and all
applicable laws. It is understood and agreed by the parties that the Agents
will act as agents only and at no time will the Agents have any obligation
whatsoever to purchase, in whole or in part, the Notes.




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-5- 
 (iii)
    
    The Agents will not offer the Notes in any jurisdiction
other than the Selling Provinces.
 (b)
    
    Compensation. The Seller agrees to pay the Agents $805,551.03 representing
0.8877574% of the aggregate principal amount of Notes sold (collectively, the Agency
Fee), payable by the Seller, or the Originator on behalf of the Seller, to Merrill
Lynch Canada Inc. on behalf of the Agents, in cash at the Closing (provided that the
Agency Fee will be recalculated and/or amounts reimbursed to the Seller if the Seller
or an affiliate of the Seller purchases the Notes (either at Closing or during the
statutory withdrawal period) such that the aggregate amount of agency fees which shall
be payable in respect of all Series 2010-1 Notes sold to persons other than the Seller
or an affiliate of the Seller (the Fee Earning Notes) shall equal the amount equal
to the sum of (1) 1.00% of the first $200,000,000 of the aggregate principal amount of
the Fee Earning Notes and (2) 0.75% of the aggregate principal amount of the Fee
Earning Notes above the first $200,000,000), in consideration for the Agents, among
other things:
 (i)
    
    acting as agents to solicit, on a best efforts basis, offers
to purchase the Notes;(ii)
    
    advising the Trust with respect to the issuance and sale of
the Notes;(iii)
    
    acting as the registered dealer and executing the trades in
connection with the sale of Notes;(iv)
    
    assisting in the preparation of the offering materials,
including the Prospectus; and(v)
    
    performing administrative services in connection with the
sale of Notes.
 The Agents shall be under no obligation to provide any service not specifically
enumerated herein.Such Agency Fee will be allocated amongst the Agents as follows: (A) to each of
CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., the
amount of $241,663.31, and (B) to Merrill Lynch Canada Inc., the amount of
$80,561.10, or as otherwise agreed between the Agents.(c)
    
    Appointment of Sub-Agent. The Trust agrees that the Agents may engage,
appoint and retain such additional Sub-Agents in each of the Selling Provinces as the
Agents may deem necessary to conduct or assist in the sale of the Notes. The Agents
agree that such Sub-Agents must be acceptable to the Trust, acting reasonably, and
that such additional Sub-Agents shall agree to sell the Notes on the same terms and
conditions as the Agents. The Agents agree that they will ensure that any Sub-Agents
offer the Notes for sale only in accordance with the terms of this Agency Agreement.
The remuneration




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-6- payable to such Sub-Agents will be paid by the Agents from the Agents compensation
under this Agency Agreement.
 Section 3 DELIVERY OF DOCUMENTS
 (a)
    
    The Trust shall cause to be delivered to the Agents:
 (i)
    
    on the date of this Agency Agreement, the Preliminary
Prospectus, the Shelf Prospectus and the Prospectus Supplement in the English
and French languages as filed with the Securities Commissions in the Selling
Provinces (along with copies of the certificates of authentication required by
NI 13-101), signed as required by the Applicable Securities Laws and
acceptable in form and substance to the Agents counsel, acting reasonably,
unless publicly available on the System for Electronic Document Analysis and
Retrieval (SEDAR) which shall be deemed to be delivered to the Agents;(ii)
    
    on the date of this Agency Agreement, all documents, in the
English and French languages, incorporated or containing information
incorporated by reference into the Preliminary Prospectus or the Shelf
Prospectus and not previously delivered to the Agents and except as otherwise
publicly available on SEDAR, which shall be deemed to be delivered to the
Agents;(iii)
    
    forthwith when available, copies of such continuous
disclosure documents or information as may have been or may be incorporated by
reference, at the appropriate time or times, under the heading Documents
Incorporated by Reference in the Shelf Prospectus and the Prospectus
Supplement, as the case may be, except as otherwise publicly available on
SEDAR which shall be deemed to be delivered to the Agents;(iv)
    
    forthwith when available, copies of any Prospectus Amendment
as contemplated by NI 44-102, signed as required by Applicable Securities Laws
(along with copies of the certificates of authentication required by NI
13-101) and acceptable in form and substance to the Agents and the Agents
counsel, acting reasonably, including copies of any documents incorporated, or
containing information incorporated, by reference therein and not previously
delivered hereunder except as otherwise publicly available on SEDAR which
shall be deemed to be delivered to the Agents;(v)
    
    at the time of the delivery to the Agents pursuant to this
Section 3(a)(v) (or as soon as practicable thereafter) of the French language
version of the Prospectus Supplement and any Prospectus Amendment (or as soon
as practicable thereafter), an opinion of the Trusts counsel dated the date
of the Prospectus Supplement or any Prospectus Amendment, as applicable, and
acceptable in form and




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-7- substance to the Agents and the Agents counsel, acting reasonably, to the
effect that the Shelf Prospectus, the Prospectus Supplement and any
Prospectus Amendment, together with each of the documents incorporated by
reference therein, are in all material respects complete and proper
translations of such documents in the English language;(vi)
    
    at the time of the delivery to the Agents pursuant to this
Section 3(a) of the Shelf Prospectus, the Prospectus Supplement and any
Prospectus Amendment (or as soon as practicable thereafter), a comfort letter
of the Trusts auditors, dated the date of the Prospectus Supplement or any
Prospectus Amendment or the date of release of such information, as the case
may be, and acceptable in form and substance to the Agents and the Agents
counsel, acting reasonably, with respect to any financial and accounting
information relating to the Trust contained in the Shelf Prospectus, the
Prospectus Supplement and any Prospectus Amendment, or other material
financial information, as the case may be. The comfort letter shall be in
addition to any comfort letters which must be filed with Securities
Commissions in the Selling Provinces pursuant to Applicable Securities Laws
and shall be based on a review by the Trusts auditors having a cut-off date
not more than two Business Days prior to the date of the comfort letter;(vii)
    
    forthwith when available, in such cities in the Selling
Provinces as the Agents may reasonably request, as soon as practicable after a
receipt therefor has been issued by the Securities Commissions, and in any
event within one Business Day from the date of the receipt for the Prospectus,
any Prospectus Amendment and the Prospectus Supplement, that number of
commercial copies of such document, including copies of any documents
incorporated, or containing information incorporated, by reference therein as
the Agents may reasonably require, without charge; and(viii)
    
    copies of all receipts received from time to time from the Securities
Commissions in respect of the filing thereof for the Preliminary Prospectus,
the Shelf Prospectus or any Prospectus Amendment as soon as they are
available.
 (b)
    
    The Trusts delivery to the Agents of the documents referred to in Section
3(a)(i), (ii), (iii), (iv) and (vii) shall constitute the Trusts consent to the use
by the Agents and any Sub-Agents of such documents in connection with the distribution
of the Notes in compliance with the provisions of this Agency Agreement.




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-8- 
 Section 4 COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE AGENTS
  (a)
    
    it will offer the Notes for sale to the public, directly and through other
Sub-Agents, if any, in the Selling Provinces, only as permitted by Applicable
Securities Laws, upon the terms and conditions set forth in the Prospectus and this
Agency Agreement and that it will not, directly or indirectly, offer Notes for sale in
any jurisdiction, other than the Selling Provinces, that would require the filing of a
prospectus, registration statement, offering memorandum or similar document or would
result in the Trust having any reporting or other obligation in such jurisdiction, and
it shall ensure that each Sub-Agent, prior to its appointment as such, has delivered
to the Agents an undertaking to the foregoing effect. For the purposes of this
Section 4(a), the Agents shall be entitled to assume that the Notes are qualified for
distribution in the Selling Provinces where a receipt evidencing the receipt (and
deemed receipt) of the Securities Commission in each of the Selling Provinces (under
Passport Procedures) for the Shelf Prospectus shall have been obtained from the
Ontario Securities Commission following the filing of the Shelf Prospectus and also
where the Prospectus Supplement has been filed on SEDAR in each of the Selling
Provinces;(b)
    
    it will provide on a timely basis all information and documentation required
by the Trust to fulfil its obligations under the Applicable Securities Laws with such
information and documents to be in a form acceptable to the Trust and the Trusts
counsel, acting reasonably, such information to include a breakdown of the number of
Notes distributed in each of the Selling Provinces where such breakdown is required
for the purpose of calculating fees payable to the Securities Commissions;(c)
    
    this Agency Agreement has been duly authorized, executed and delivered by it
and is a valid and binding agreement of it, enforceable in accordance with its terms
subject to applicable bankruptcy, insolvency, winding-up, moratorium or
reorganization, or other similar laws affecting creditors rights generally and to the
availability of equitable remedies;(d)
    
    it is in compliance with the dealer registration requirements of Applicable
Securities Laws for purposes of the sale of the Notes in each of the Selling
Provinces;(e)
    
    it will not make any representation or warranty with respect to the Trust,
the Originator, the Related Collateral or the Notes other than as set forth in the
Prospectus; and(f)
    
    if the Prospectus is amended, it will promptly send a copy of any such
Prospectus Amendment to all persons who have previously received the




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-9- Prospectus from it and will include such Prospectus Amendment in all further
deliveries of the Prospectus.
 Section 5 REPRESENTATIONS AND WARRANTIES OF THE ORIGINATOR
  (a)
    
    the Originator is a corporation amalgamated and validly existing under the
laws of Canada;(b)
    
    the Originator has all requisite corporate power and authority to enter into,
deliver and perform its obligations under this Agency Agreement and the other
Transaction Documents to which the Originator is or on the Closing Date will be a
party and all necessary action has been or will be taken on or before the Closing Date
to authorize the execution, delivery and performance of this Agency Agreement and the
other Transaction Documents to which the Originator is or on the Closing Date will be
a party, in each case, by the Originator;(c)
    
    assuming the due authorization, execution and delivery of this Agency
Agreement by the parties hereto other than the Originator, and the enforceability of
this Agency Agreement against such parties, this Agency Agreement has been duly
executed and delivered by the Originator and constitutes a legal, valid and binding
obligation of the Originator, enforceable against the Originator in accordance with
its terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or
reorganization, or other similar laws affecting creditors rights generally and to the
availability of equitable remedies;(d)
    
    the execution and delivery by the Originator of, and the performance by the
Originator of its obligations under, the Transaction Documents to which it is a party
will not result in any violation of the articles of amalgamation or by-laws of the
Originator or any material violation of any agreement or other instrument binding upon
the Originator or any of its assets or undertakings, will not result in any material
violation of any statute or any order, rule or regulation of any governmental body,
agency or court having jurisdiction over the Originator or of any law applicable to
the Originator or any of its assets or undertakings;(e)
    
    no consent, approval, authorization or order of, or qualification with, any
governmental body or agency having jurisdiction over the Originator or the Trust is
required for the performance by the Originator or the Trust of their respective
obligations under any Transaction Document;(f)
    
    there are no legal or governmental proceedings ongoing or, to the
Originators knowledge, pending or threatened, to which the Originator, the Trust or
any of the Originators subsidiaries is a party or to which any of the property of the
Originator or the Trust is subject, which could have a material




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-10- adverse effect on the execution, delivery or performance of the Transaction
Documents;(g)
    
    the Transaction Documents to which the Originator or the Trust is or on the
Closing Date will be a party, when executed and delivered by the Originator or the
Trust, as applicable, will be duly authorized by all necessary action and, assuming
the due authorization, execution and delivery of the Transaction Documents to which
the Originator or the Trust, as applicable, is or on the Closing Date will be a party
by the parties thereto other than the Originator or the Trust, as applicable, and the
enforceability of such Transaction Documents against such parties, will constitute
legal, valid and binding obligations of the Originator or the Trust, as applicable,
enforceable against the Originator or the Trust, as applicable, in accordance with
their terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or
reorganization, or other similar laws affecting creditors rights generally and to the
availability of equitable remedies;(h)
    
    the representations and warranties of the Originator and the Trust contained
in the Transaction Documents to which the Originator or the Trust, as applicable, is
or on the Closing Date will be a party that are made or to be made on or with effect
as of the Closing Date will be true and correct on or as of such date; and(i)
    
    the Notes issued under the Indenture, and any Notes to be issued, are when
executed, duly executed and duly authorized by the Trust and when delivered and paid
for by a purchaser in accordance with the terms of the Prospectus and the Indenture,
will be valid and legally binding obligations of the Trust, enforceable in accordance
with their terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors rights generally, and to the availability of equitable remedies.
 Section 6 REPRESENTATIONS AND WARRANTIES OF THE TRUST
  (a)
    
    the Trust has been constituted as a trust under the laws of the Province of
Ontario;(b)
    
    the Trust has all requisite power and authority to enter into, deliver and
perform its obligations under this Agency Agreement, the Transaction Documents to
which the Trust is or on the Closing Date will be a party and the Notes and all
necessary action has been or will be taken on or before the Closing Date to authorize
the execution, delivery and performance of this Agency Agreement, the Transaction
Documents to which the Trust is or on the Closing Date will be a party and the Notes,
in each case, by the Trust;




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-11- (c)
    
    assuming the due authorization, execution and delivery of this Agency
Agreement by the parties hereto other than the Trust, and the enforceability of this
Agency Agreement against such parties, this Agency Agreement has been duly executed
and delivered by the Trust and constitutes a legal, valid and binding obligation of
the Trust, enforceable against the Trust in accordance with its terms, subject to
applicable bankruptcy, insolvency, winding-up, moratorium or reorganization, or other
similar laws affecting creditors rights generally and to the availability of
equitable remedies;(d)
    
    the delivery to the Agents of the documents referred to in Section 3(a)(i),
Section 3(a)(ii), Section 3(a)(iii) and Section 3(a)(iv) hereof shall constitute the
representation and warranty of the Trust to the Agents that: (i) each such document at
the time of its respective delivery complied in all material respects with the
requirements of the Applicable Securities Laws pursuant to which it was or is prepared
and, as applicable, filed and that all the information and statements (other than
information or statements that pertain to and/or have been provided by the Agents)
contained or incorporated by reference therein were at the respective dates of
delivery thereof, true and correct in all material respects, contained no
misrepresentation and (in the case of the Preliminary Prospectus, the Shelf Prospectus
and any Prospectus Amendment) constituted full, true and plain disclosure of all
material facts relating to the Trust and the Notes as required by Applicable
Securities Laws; and (ii) no material fact had been omitted (except for omissions in
respect of facts relating to the Agents) from such disclosure which was required to be
stated in such disclosure or was necessary to make the statements or information
contained in such disclosure not misleading in light of the circumstances under which
they were made;(e)
    
    the Notes issued under the Indenture, and any Notes to be issued, are when
executed, duly executed and duly authorized by the Trust and when delivered and paid
for by a purchaser in accordance with the terms of the Prospectus and the Indenture,
will be valid and legally binding obligations of the Trust, enforceable in accordance
with their terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors rights generally, and to the availability of equitable remedies;(f)
    
    the execution and delivery by the Trust of, and the performance by the Trust
of its obligations under, the Transaction Documents will not result in any violation
of the Declaration of Trust or any material violation of any agreement or other
instrument binding upon the Trust or any of its assets or undertakings, will not
result in any material violation of any statute or any order, rule or regulation of
any governmental body, agency or court having jurisdiction over the Trust or of any
law applicable to the Trust or any of its assets or undertakings;




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-12- (g)
    
    no consent, approval, authorization or order of, or qualification with, any
governmental body or agency having jurisdiction over the Trust is required for the
performance by the Trust of its obligations under any Transaction Document;(h)
    
    there are no legal or governmental proceedings ongoing or, to the Trusts
knowledge, pending or threatened, to which the Trust or any of its affiliates or
subsidiaries is a party or to which any of the property of the Trust is subject, which
could have a material adverse effect on the execution, delivery or performance of the
Transaction Documents;(i)
    
    the Transaction Documents to which the Trust is or on the Closing Date will
be a party, when executed and delivered by the Trust, as applicable, will be duly
authorized by all necessary action and, assuming the due authorization, execution and
delivery of the Transaction Documents to which the Trust is or on the Closing Date
will be a party by the parties thereto other than the Trust, and the enforceability of
such Transaction Documents against such parties, will constitute legal, valid and
binding obligations of the Trust, enforceable against the Trust in accordance with
their terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or
reorganization, or other similar laws affecting creditors rights generally and to the
availability of equitable remedies;(j)
    
    the Trust is a reporting issuer not in default of any requirement under the
Applicable Securities Laws;(k)
    
    there are no reports or information that in accordance with the Applicable
Securities Laws or the requirements of the Canadian Securities Regulators must be made
publicly available or filed in connection with the offering of the Notes that have not
been or will be made publicly available or filed as required; and(l)
    
    the representations and warranties of the Trust contained in the Transaction
Documents to which the Trust is or on the Closing Date will be a party that are made
or to be made on or with effect as of the Closing Date will be true and correct in all
material respects on or as of such date.
 Section 7 COVENANTS OF THE TRUST
  (a)
    
    endeavour to fulfil all legal requirements to permit the offering and sale of
the Notes as contemplated in this Agency Agreement;(b)
    
    allow the Agents to participate fully and assist in the preparation of the
Preliminary Prospectus, the Shelf Prospectus and the Prospectus Supplement and shall
allow the Agents to conduct all due diligence investigations which the Agents may
reasonably require to fulfil the Agents obligations as




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-13- agents and to enable the Agents responsibly to execute any certificate required to
be executed by the Agents in such documentation;(c)
    
    comply with the Securities Act(Ontario) and with the other comparable
provisions of the Applicable Securities Laws, if any, in each of the Selling Provinces
and during the period from the date of signing the Prospectus Supplement to the
completion of distribution of the Notes will promptly inform the Agents in writing of
the full particulars of any material change, actual, anticipated, contemplated or
threatened, in the Condition of either the Trust or the Originator or of any change in
any material fact contained or referred to in the Preliminary Prospectus, the Shelf
Prospectus or the Prospectus Supplement, and of the existence or discovery of any
material fact or any other event or circumstance which is, or may be, of such a nature
as to render the Preliminary Prospectus, the Shelf Prospectus or the Prospectus
Supplement untrue, false or misleading in a material respect or result in a
misrepresentation. The Trust shall, to the satisfaction of the Agents and its legal
counsel acting reasonably, promptly comply with all applicable filing and other
requirements under the Applicable Securities Laws as a result of such fact, change,
event or circumstance. The Trust shall, in good faith, first discuss with the Agents
any actual or proposed change, event, circumstance or fact which is of such a nature
that there is reasonable doubt whether notice need be given to the Agents pursuant to
this Section 7(c) and, in any event, prior to making any filing referred to in this
Section 7(c). For greater certainty, it is understood and agreed that if the Agents
determine, after consultation with the Trust, acting reasonably, that a material
change or change in a material fact has occurred which makes untrue or misleading any
statement of a material fact contained in the Preliminary Prospectus, the Shelf
Prospectus or the Prospectus Supplement, or which may result in a misrepresentation,
the Trust will:
 (i)
    
    prepare and file promptly at the request of the Agents any
Prospectus Amendment which in its opinion, acting reasonably, may be necessary
or advisable; and(ii)
    
    contemporaneously with filing the Prospectus Amendment under
the Applicable Securities Laws, deliver to the Agents:
 (A)
    
    a copy of the Prospectus Amendment,
originally signed as required by the Applicable Securities Laws;(B)
    
    an originally signed copy of all documents
relating to the proposed distribution of the Notes and filed with the
Prospectus Amendment under the Applicable Securities Laws; and(C)
    
    such other documents as the Agents shall
reasonably require.




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-14- 
 (d)
    
    advise the Agents, promptly after receiving notice thereof, of the time when
the Preliminary Prospectus, Shelf Prospectus, Prospectus Supplement and any Prospectus
Amendment has been filed and receipts have been obtained and will provide evidence
satisfactory to the Agents of each filing and the issuance of receipts.(e)
    
    advise the Agents, promptly after receiving notice or obtaining knowledge,
of:
 (i)
    
    the issuance by any Securities Commission of any order
suspending or preventing the use of the Preliminary Prospectus, the Shelf
Prospectus or the Prospectus Supplement;(ii)
    
    any notice or other correspondence received by it from any
Governmental Authority or person requesting any information, meeting or
hearing relating to any event or state of affairs that the Trust reasonably
believes may be material to the Agents;(iii)
    
    the suspension of the qualification of the Notes for
offering, distribution or sale in any of the Selling Provinces;(iv)
    
    the institution, threat or contemplation of any proceeding
for any of those purposes; or(v)
    
    any requests made by any Securities Commission for amending
or supplementing the Preliminary Prospectus, the Shelf Prospectus or the
Prospectus Supplement or for additional information and, unless otherwise
agreed to by the Agents, will use its reasonable best efforts to prevent the
issuance of any such order referred to in Section 7(e)(i) and, if any such
order is issued, to obtain the withdrawal of the order promptly; and
 (f)
    
    use reasonable best efforts to promptly do, make, execute, deliver or cause
to be done, made, executed or delivered, all such acts, documents and things as the
Agents may reasonably require from time to time for the purpose of giving effect to
this Agency Agreement and the transactions contemplated by the Prospectus and take all
such steps as may be reasonably within their power to implement to their full extent
the provisions of this Agency Agreement and the transactions contemplated by the
Prospectus.
 Section 8 CONDITIONS OF CLOSING
  (a)
    
    the Trust and the Agents shall have complied fully with all Applicable
Securities Laws, prior to the Closing Time;




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-15- 
 (b)
    
    all conditions precedent to the issuance of the Notes under the Indenture
shall have been satisfied;(c)
    
    the Agents shall have received a legal opinion from the Trusts counsel, in
form and content satisfactory to the Agents and their counsel, acting reasonably,
addressed to the Agents, as to (i) the establishment and existence of the Trust and
the Seller; (ii) the due authorization, execution and delivery, and the enforceability
of this Agency Agreement; (iii) the enforceability of the Notes against the Trust;
(iv) that all necessary documents have been filed, all requisite proceedings have been
taken and all necessary approvals, permits, consents and authorizations of the
appropriate regulatory authority have been obtained by the Trust under the applicable
securities laws of the Province of Ontario to qualify the Notes for distribution to
the public in the Province of Ontario through registrants or dealers registered under
the securities laws of the Province of Ontario who have complied with the relevant
provisions of such applicable legislation and the terms of their registrations, and
(v) true sale matters with respect to the transactions contemplated by the Purchase
Agreement;(d)
    
    the Trust and the Agents shall have received from the Rating Agencies on or
prior to the Closing Date confirmation in writing that the Notes will receive a rating
of Aaa from Moodys and a rating of AAA from DBRS;(e)
    
    the Agents shall have received a copy of the Agreed Upon Procedures letter;(f)
    
    the Agents shall have received such certificates, opinions and other
documents as may reasonably be requested by the Agents and their counsel;(g)
    
    the closing for the issuance and sale of the Series 2010-1 Class A-1a Asset
Backed Notes of the Trust (the Class A-1a Notes), the Series 2010-1 Class A-1b Asset
Backed Notes of the Trust (the Class A-1b Notes), the Series 2010 Class A-2b Asset
Backed Notes of the Trust (the Class A-2b Notes) and the Class B Asset Backed Notes
of the Trust (the Class B Notes) shall occur contemporaneously with the Closing;(h)
    
    the Originator has satisfied the conditions of the amended and restated
commitment letter dated September 30, 2009 between the Business Development Bank of
Canada (BDC) and the Originator or there has been a waiver thereof, or as otherwise
agreed with BDC (provided that Merrill Lynch Canada Inc. shall so confirm prior to the
Closing Date); and(i)
    
    Merrill Lynch Canada Inc. and Banc of America Securities LLC shall have
received irrevocable commitments (in the agreed form of subscription agreements) to
purchase the aggregate principal amount of the Class A-1a Notes, the Class A-1b Notes,
the Class A-2b Notes and the Class B Notes being offered by the Trust.




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-16- 
 Section 9 CLOSING
   Section 10 FEES AND EXPENSES
 (a)
    
    Fees. In consideration for the services of the Agents hereunder, the Seller,
or the Originator on behalf of the Seller, agrees to pay to the Agents the fees set
forth in Section 2(b) above.(b)
    
    Expenses. The Seller, or the Originator on behalf of the Seller, will pay
all reasonable expenses and fees in connection with the sale of the Notes, including,
without limitation, the fees set forth in Section 2(b) above, all expenses of or
incidental to the sale of the Notes; the fees and expenses of the Trusts counsel; all
costs incurred in the Selling Provinces in connection with the preparation of
documents or certificates relating to the offering of the Notes; all out-of-pocket
expenses and fees reasonably incurred by the Agents, including the fees and expenses
of Agents counsel, road show expenses and marketing fees; and except for the fees set
forth in Section 2(b) above, the foregoing fees and expenses incurred by the Agents or
on its behalf will be payable by the Seller, or the Originator on behalf of the
Seller, immediately upon receiving an invoice therefore from the Agents, and will be
payable whether or not the sale of the Notes is completed.
 Section 11 INDEMNITIES
 (1)
    
    Each of the Originator and the Trust, jointly and severally (each, for the purposes of this
Section 11, the Indemnitor) will indemnify and save harmless the Agents and any Sub-Agents,
and each of their respective directors, officers, employees, agents and affiliates (each, an
Indemnified Person) from and against all actual or threatened claims, actions, suits,
investigations and proceedings (collectively Proceedings) and all losses (other than losses
of profit in connection with the distribution of the Notes), expenses, fees, damages,
obligations, payments and liabilities (collectively Liabilities), including without
limitation, all legal fees and disbursements actually and reasonably incurred in connection
with defending or investigating such Proceeding, which now or any time hereafter exist by
reason of:
 (a)
    
    any misrepresentation or untrue statement or alleged misrepresentation or
alleged untrue statement, or omission of or alleged omission to state any




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-17- material fact or any other fact or information required to be stated or necessary
to make any statement therein not misleading in light of the circumstances in which
it was made, in the Shelf Prospectus, the Prospectus Supplement or any Prospectus
Amendment or in any document incorporated by reference therein or supplementary
thereto, including without limitation any investor presentation, marketing teaser,
cashflows, prepay data, Bloomberg cashflows (if posted) or other material prepared
for and disseminated to investors by or with the authorization of the Originator,
its affiliates or the Trust, or otherwise made or alleged to have been made by the
Indemnitor to the purchaser or any prospective purchaser, excluding any statement
that pertains to the Indemnified Person or its directors, officers, employees,
agents or affiliates and was provided by such Indemnified Person or its directors,
officers, employees, agents or affiliates;
 (b)
    
    the breach by the Indemnitor of any of the representations, warranties or
covenants set out in any Transaction Document;(c)
    
    any breach or violation or any alleged breach or violation of any applicable
law or statute or any rule, regulation, policy, order or ruling made thereunder,
whether in force in Canada or elsewhere, resulting from any action taken or omitted to
be taken by the Indemnitor or any of its directors, officers or employees acting as
such in connection with the sale of the Notes; and(d)
    
    the French language version of any document referred to in Section 11(1)(a)
of this Agency Agreement being, or being alleged to be, other than a complete and
proper translation of the English language version of the document,
 provided, however, that this indemnity shall not apply in respect of an Indemnified Person
to the extent such liabilities resulted from the gross negligence, dishonesty, fraudulent
act or wilful misconduct of such Indemnified Person, and provided further that the
indemnity set forth in Section 11(1)(a) will not apply if the Trust has complied with
Section 7(c) and the Indemnified Person failed to deliver a Prospectus Amendment or other
document correcting any misrepresentation or untrue statement, or omission of any material
fact or any other fact or information required to be stated or necessary to make any
statement in the Shelf Prospectus or Prospectus Supplement not misleading in light of the
circumstances in which it was made.(2)
    
    If any Proceeding is brought against an Indemnified Person in respect of which indemnity may
be sought from the Indemnitor pursuant to the indemnities set forth in this Section 11, the
Indemnified Person will promptly notify the Indemnitor in writing, and the Indemnitor will
assume the defence of the action or claim, including the employment of counsel acceptable to
the Indemnified Person (acting reasonably) and the payment of all reasonable expenses. The
Indemnified Person will have the right to employ separate counsel in any Proceeding if:




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-18- 
 (a)
    
    the Indemnified Person has been advised by counsel that there may be legal
defences available to the Indemnified Person which are in conflict with defences
available to the Indemnitor (in which case the Indemnitor will not have the right to
assume the defence of such proceedings on the Indemnified Persons behalf);(b)
    
    the Indemnitor will not have assumed the defence of such proceedings and
employed counsel within a reasonable time after notice of commencement of proceedings;
or(c)
    
    the employment of such counsel has been authorized by the Indemnitor in
connection with the defence of any proceedings;
 and the Indemnitor will pay the reasonable fees and expenses of the Indemnified Persons
counsel during the course of the investigation or defence, promptly as such expense, loss,
damage or liability is incurred; provided that the Indemnitor will not in any event be
required to pay more than one set of counsel fees for all Indemnified Persons. The
Indemnitor shall not be liable for any settlement of any proceeding effected without its
written consent, acting reasonably, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnitor agrees to indemnify the Indemnified Persons from
and against any loss or liability by reason of such settlement or judgment. The Indemnitor
shall not, without the prior written consent of the Indemnified Persons, make an admission
of liability or effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Persons are or could have been a party and indemnity could have been
sought hereunder by such Indemnified Persons, unless such settlement includes an
unconditional release of such Indemnified Person from all liability on claims that are the
subject matter of such proceeding.(3)
    
    The right to indemnity herein provided will be in addition to and not in derogation of any
other right to indemnity or contribution which any Indemnified Person may have by statute or
otherwise at law.(4)
    
    The indemnities provided herein will remain in full force and effect until all possible
liability of the Indemnified Persons arising out of the transactions contemplated by this
Agency Agreement is extinguished by the operation of law and will not be limited to or
affected by any other indemnity obtained by the Indemnified Persons from any other person.
 Section 12 RIGHTS OF TERMINATION
 (1)
    
    If prior to the Closing Date any inquiry, action, suit, investigation or other proceeding
whether formal or informal is instituted, announced or threatened or any order is made by any
federal, provincial or other governmental agency or body in relation to the Trust (other than
an inquiry, action, suit, investigation or other proceeding based solely on the activities or
alleged activities of the Agents) or any law or regulation (or the interpretation thereof) is
promulgated, changed or announced, which, in the sole opinion of any Agent, acting reasonably,
operates to




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-19- prevent or materially adversely affect the distribution of the Notes or which, in the sole
opinion of any Agent, acting reasonably, materially adversely affects the value, market
price, ratings or the marketability of the Notes, such Agent shall be entitled, at its sole
option, in accordance with Section 12(5), to terminate its obligations under this Agency
Agreement by written notice to that effect given to the Trust at any time prior to the
Closing Date.
 (2)
    
    If prior to the Closing Date (i) there should develop, occur or come into effect or
existence, any event, action, state, condition or occurrence of national or international
consequence, acts of hostilities or escalation thereof or other calamity or crisis or any
change or development involving a prospective change in national or international political,
financial or economic conditions, or any law, action, regulation or other occurrence of any
nature whatsoever which, in the sole opinion of any Agent, acting reasonably, materially
adversely affects or involves or may materially adversely affect or involve the Canadian, U.S.
or international financial markets or the business, affairs or operations of the Trust, or
(ii) the state of the Canadian, U.S. or international financial markets is such that, in the
sole opinion of any Agent, acting reasonably, the Notes cannot be profitably marketed; then,
in any one or more of the foregoing cases, such Agent shall be entitled, at its sole option,
in accordance with Section 12(5), to terminate its obligations under this Agency Agreement by
written notice to that effect given to the Trust at any time prior to the Closing Date.(3)
    
    If prior to the Closing Date there should occur or be announced any material adverse change
which results or, in the sole opinion of any Agent, acting reasonably, might reasonably be
expected to result, in the purchasers of a material number of Notes exercising their right
under applicable legislation to withdraw from their purchase of such notes or, in the sole
opinion of any Agent, acting reasonably, might reasonably be expected to have a material
adverse effect on the value, market price, ratings or the marketability of the Notes, such
Agent shall be entitled, at its sole option, in accordance with Section 12(5), to terminate
its obligations under this Agency Agreement by written notice to that effect given to the
Trust at any time prior to the Closing Date.(4)
    
    The Trust agrees that all terms and conditions in this Agency Agreement shall be construed as
conditions to be complied with so far as they relate to acts to be performed or caused to be
performed by it, that it will use its best efforts to cause such conditions to be complied
with and that any failure by it to comply with, or any breach of, or failure to satisfy, any
such conditions shall entitle any of the Agents to terminate its obligations to offer the
Notes for sale by notice to that effect given to the Trust at or prior to the Closing Date,
unless otherwise expressly provided in this Agency Agreement. The Agents may waive, in whole
or in part, or extend the time for compliance with, any terms and conditions without prejudice
to their rights in respect of any other terms and conditions or any other or subsequent breach
or non-compliance, provided that any such waiver or extension shall be binding upon the Agents
only if such waiver or extension is in writing and signed by all of the Agents.




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-20- 
 (5)
    
    The rights of termination contained in Section 12(1), (2), (3) and (4) may be exercised by
any of the Agents and are in addition to any other rights or remedies any of the Agents may
have in respect of any default, act or failure to act or non-compliance by Trust in respect of
any of the matters contemplated by this Agency Agreement or otherwise. In the event of any
such termination, there shall be no further liability on the part of the terminating Agent to
the Trust hereunder or on the part of the Trust, the Seller or the Originator to the
terminating Agent except in respect of any liability under Section 10 and Section 11. A
notice of termination given by an Agent under Section 12(1), (2), (3) and (4) shall not be
binding upon any other Agent. The parties hereto agree that if the any of the Agents
terminate their obligations hereunder in accordance with the terms of this Agency Agreement,
each of the Agents shall be entitled to terminate its obligations hereunder and the
obligations of any purchaser to purchase Notes shall be terminated without any further act or
formality.(6)
    
    No act of the Agents in offering the Notes for sale or in assisting in the preparation of, or
joining in the execution of, the Preliminary Prospectus, the Shelf Prospectus, the Prospectus
Supplement and any Prospectus Amendment shall constitute a waiver by or estoppel against the
Agents.
 Section 13 SEVERAL OBLIGATIONS
  Section 14 NOTICES




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-21-   
    
   th
   th
   th




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-22-   Section 15 SURVIVAL
  Section 16 SEVERABILITY
  Section 17 ENTIRE AGREEMENT
  Section 18 COUNTERPARTS
  Section 19 GOVERNING LAW




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-23-   Section 20 TIME OF THE ESSENCE
  Section 21 LANGUAGE
  Section 22 INTERPRETATION
  (a)
    
    any reference in this Agency Agreement to a designated Section,
Subsection, Paragraph or other subdivision refers to the designated section,
subsection, paragraph or other subdivision of this Agency Agreement;(b)
    
    the words herein and hereunder and other words of similar import refer to
this Agency Agreement as a whole and not to any particular section or other
subdivision of this Agency Agreement;(c)
    
    the word including, when following any general statement, term or matter,
is not to be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as without limitation or but
not limited to or words of similar import) is used with reference thereto but rather
refers to all other items or matters that could reasonably fall within the broadest
possible scope of such general statement, term or matter;




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-24- 
 (d)
    
    any reference to a statute includes and, unless otherwise specified herein,
is a reference to such statute and to the regulations made pursuant thereto, with all
amendments made thereto and in force from time to time, and to any statute or
regulations that may be passed which have the effect of supplementing or superseding
such statute or such regulation;(e)
    
    any reference to party or parties means the Trust, the Originator and the
Agents, or one of or both of the foregoing, as the context requires;(f)
    
    all amounts expressed herein in terms of money refer to lawful currency of
Canada and all payments to be made hereunder will be made in such currency;(g)
    
    the headings in this Agency Agreement are for convenience of reference only
and do not affect the interpretation of this Agency Agreement; and(h)
    
    words importing the masculine gender include the feminine or neuter gender
and words in the singular include the plural, and vice versa.
 Section 23 FURTHER ASSURANCES
  Section 24 NO FIDUCIARY DUTY
  Section 25 LIMITATION OF LIABILITY




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-25-   [ Remainder of the page intentionally left blank ]




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-26- IN WITNESS WHEREOF
 BNY TRUST COMPANY OF CANADA, in its capacity as Trustee of FLEET LEASING
RECEIVABLES TRUST, by its Financial Services Agent, PHH VEHICLE MANAGEMENT
SERVICES INC.By:
    (Signed) Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President & TreasurerPHH VEHICLE MANAGEMENT SERVICES INC.By:
    (Signed) Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President & TreasurerFLR GP 1 INC., as general partner on behalf of PHH FLEET LEASE RECEIVABLES L.P.By:
    (Signed) Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President & TreasurerMERRILL LYNCH CANADA INC.By:
    (Signed) Rasha KatabiName:
    Rasha KatabiTitle:
    Managing Director




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-27- CIBC WORLD MARKETS INC.By:
    (Signed) Sean D. MannName:
    Sean D. MannTitle:
    Managing DirectorRBC DOMINION SECURITIES INC.By:
    (Signed) Nur KhanName:
    Nur KhanTitle:
    Managing DirectorSCOTIA CAPITAL INC.By:
    (Signed) Douglas J. NoeName:
    Douglas J. NoeTitle:
    Managing Director