Exhibit 4.6


 


EXECUTION COPY


 


CHESAPEAKE FUNDING LLC,

as Issuer


 


and


 


JPMORGAN CHASE BANK,

as Indenture Trustee


 


 


SERIES 2003-2 INDENTURE SUPPLEMENT


 


dated as of November 19, 2003


 


to


 


BASE INDENTURE


 


dated as of June 30, 1999


 


 


$500,000,000

of

Floating Rate Callable Asset-Backed Investor Notes


 

















 


Table
of Contents


 


	
  PRELIMINARY STATEMENT

  	
   

  
	
   

  	
   

  
	
  DESIGNATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE II ARTICLE 5 OF THE
  BASE INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.1

  	
  Establishment of Series 2003-2 Subaccounts.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.2

  	
  Allocations with Respect to the Series 2003-2 Investor Notes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.3

  	
  Determination of Interest.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.4

  	
  Monthly Application of Collections.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.5

  	
  Payment of Monthly Interest Payment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.6

  	
  Payment of Principal.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.7

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.8

  	
  Series 2003-2 Reserve Account.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.9

  	
  Series 2003-2 Yield Supplement Account.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.10

  	
  Series 2003-2 Distribution Account.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5A.11

  	
  Lease Rate Caps.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III AMORTIZATION EVENTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV OPTIONAL PREPAYMENT

  	
   

  
	
   

  	
   

  
	
  ARTICLE V SERVICING AND
  ADMINISTRATOR FEES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1

  	
  Servicing Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.2

  	
  Administrator Fee

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI FORM OF SERIES 2003-2
  NOTES

  	
   

  
	
   

  	
   

  
	
   

  	
  Section 6.1

  	
  Initial Issuance of Series 2003-2
  Investor Notes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.2

  	
  Global Notes.

  	
   

  
					



 


i

















 


	
   

  	
  Section 6.3 

  	
  Definitive  Notes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.1

  	
  Ratification of Indenture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.2

  	
  Obligations Unaffected

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.3

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.4

  	
  Further Assurances

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.5

  	
  Exhibits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.6

  	
  No Waiver; Cumulative Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.7

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.8

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.9

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.10

  	
  No Bankruptcy Petition

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.11

  	
  SUBIs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.12

  	
  Notice to Rating Agencies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.13

  	
  Conflict of Instructions

  	
   

  



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit
  A-1:

  	
  Form
  of Class A-1 Note

  
	
  Exhibit
  A-2:

  	
  Form
  of Class A-2 Note

  
	
  Exhibit B:

  	
  Form of Monthly Settlement Statement

  
	
  Exhibit C:

  	
  Form of Series 2003-2 Lease Rate Cap

  



 


ii

















 


SERIES 2003-2 SUPPLEMENT, dated as of November 19, 2003 (as
amended, supplemented, restated or otherwise modified from time to time, this “Indenture
Supplement”) between CHESAPEAKE FUNDING LLC (formerly known as Greyhound
Funding LLC), a special purpose limited liability company established under the
laws of Delaware (the “Issuer”), and JPMORGAN CHASE BANK (formerly known
as The Chase Manhattan 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 a 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 2003-2 Floating Rate
Callable Asset Backed Investor Notes.


 


The Series 2003-2 Investor Notes shall be issued in two classes:  one of which shall be designated as Series
2003-2 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 2003-2 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 2003-2
Investor Notes.”  The Series 2003-2
Investor Notes shall be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.


 


The net proceeds from the sale of the Series 2003-2 Investor Notes (as
defined herein) shall be applied in accordance with Section 5A.2(b) and
the portion thereof deposited in the Series 2003-2 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 


 

















 


Subsection references herein shall refer to Articles, Sections or
Subsections of the Base Indenture, 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 2003-2 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 2003-2
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(c).


 


“Amortization Event” is defined in Article 3.


 


“Assumed Lease Term” means, with respect to any Series 2003-2
Yield Shortfall Lease, the number of months over which the Capitalized Cost of
the related Leased Vehicle is being depreciated thereunder.


 


“Authorized Newspaper” means a daily newspaper published in the
English language of general circulation in Luxembourg (or if publication is not
practical in Luxembourg, in Europe).


 


“Avis” 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 2003-2 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 November 2008
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.


 


“Class A-1 Interest Shortfall Amount” is defined in
Section 5A.3(c).


 


“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 2003-2
Floating Rate Callable Asset Backed Investor Notes, Class A-1, executed by the
Issuer and 


 


2

















 


authenticated by or on behalf of the
Indenture Trustee, substantially in the form of Exhibit A-1.  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
2003-2 Interest Period, an amount equal to the product of (i) the Class A-1
Note Rate for such Series 2003-2 Interest Period, (ii) the Class A-1 Invested
Amount on the first day of such Series 2003-2 Interest Period, after giving
effect to any principal payments made on such date, or, in the case of the
initial Series 2003-2 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 2003-2 Interest Period and the denominator of which is 360.


 


“Class A-1 Note Rate” means, (i) with respect to the initial
Series 2003-2 Interest Period, 1.32% per annum and (ii) with respect to each
Series 2003-2 Interest Period thereafter, a rate per annum equal to One-Month
LIBOR for such Series 2003-2 Interest Period plus 0.20% per annum.


 


“Class A-2 Final Maturity Date” means the November 2015
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(c).


 


“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 2003-2
Floating Rate Asset Backed Callable 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. 
Definitive Class A-2 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-2 Monthly Interest” means, with respect to any Series
2003-2 Interest Period, an amount equal to the product of (i) the Class A-2
Note Rate for such Series 2003-2 Interest Period, (ii) the Class A-2 Invested
Amount on the first day of such Series 2003-2 Interest Period, after giving
effect to any principal payments made on such date, or, in the case of the
initial Series 2003-2 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 2003-2 Interest Period and the denominator of which is 360.


 


“Class A-2 Note Rate” means, (i) with respect to the initial
Series 2003-2 Interest Period, 1.42% per annum and (ii) with respect to each
Series 2003-2 Interest Period 


 


3

















 


thereafter, a rate per annum equal to
One-Month LIBOR for such Series 2003-2 Interest Period plus 0.30% per annum.


 


“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 2003-2 Preferred Members in
respect of their Series 2003-2 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 2003-2 Investor Notes.


 


“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.


 


“Excess Alternative Vehicle 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 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.


 


4

















 


“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


 


(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.


 


5

















 


“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 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;


 


6

















 


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 thousand pounds.


 


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


 


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


 


“LIBOR Determination Date” means, with respect to any Series
2003-2 Interest Period, the second London Business Day next preceding the first
day of such Series 2003-2 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 are transacted 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 thousand pounds and 33,000 thousand pounds.


 


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


 


“One-Month LIBOR” means, for each Series 2003-2 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 2003-2 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, 


 


7

















 


“One-Month LIBOR” for such Series 2003-2
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 2003-2 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 2003-2 Interest
Period will mean One-Month LIBOR as in effect with respect to the preceding
Series 2003-2 Interest Period.


 


“Outstanding” means, with respect to the Series 2003-2 Investor
Notes, all Series 2003-2 Investor Notes theretofore authenticated and delivered
under the Indenture, except (a) Series 2003-2 Investor Notes theretofore
canceled or delivered to the Transfer Agent and Registrar for cancellation, (b)
Series 2003-2 Investor Notes which have not been presented for payment but
funds for the payment of which are on deposit in the Series 2003-2 Distribution
Account and are available for payment of such Series 2003-2 Investor Notes, and
Series 2003-2 Investor Notes which are considered paid pursuant to Section 11.1
of the Base Indenture, or (c) Series 2003-2 Investor Notes in exchange for or
in lieu of other Series 2003-2 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 2003-2 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
December 8, 2003.


 


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


 


“Prepayment Date” is defined in Article 4.


 


“Rating Agencies” means, with respect to the Series 2003-2
Investor Notes, Standard & Poor’s, Moody’s and any other nationally
recognized rating agency rating the Series 2003-2 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 2003-2 Investor Notes or of any Series 2003-2
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.


 


8

















 


“Series 2003-2” means Series 2003-2, the Principal Terms of
which are set forth in this Indenture Supplement.


 


“Series 2003-2 Administrator Fee” is defined in Section 5.2.


 


“Series 2003-2 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 2003-2 Required Asset Amount as of such date and the denominator
of which is the sum of (x) the Series 2003-2 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 2003-2 Allocated Asset Amount Deficiency” means, as of
any date of determination, the amount, if any, by which the Series 2003-2
Allocated Adjusted Aggregate Unit Balance is less than the Series 2003-2
Required Asset Amount as of such date.


 


“Series 2003-2 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 2003-2 Investor Notes and (b) the close of business
on the Period End Date in May 2005 and ending on the date when (i) the Series
2003-2 Investor Notes are fully paid, (ii) all dividends accrued and
accumulated on the Series 2003-2 Preferred Membership Interests shall have been
declared and paid in full, (iii) the Series 2003-2 Preferred Membership
Interests shall have been redeemed in accordance with their terms and (iv) all
amounts owing in respect of the Series 2003-2 Preferred Membership Interests
under the Series 2003-2 Preferred Membership Interest Purchase Agreement shall
have been paid in full by the Issuer.


 


“Series 2003-2 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 2003-2 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 2003-2
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
2003-2 Preferred Membership Interests under the Series 2003-2 Preferred
Membership Interest Purchase Agreement on such Settlement Date.


 


“Series 2003-2 Basic Servicing Fee” is defined in Section 5.1.


 


“Series 2003-2 Closing Date” means November 19, 2003.


 


9

















 


“Series 2003-2 Collateral” means the Collateral, the Series
2003-2 Reserve Account, the Series 2003-2 Yield Supplement Account, the Series
2003-2 Distribution Account and the Series 2003-2 Lease Rate Caps.


 


“Series 2003-2 Collection Subaccount” is defined in Section 5A.1(a).


 


“Series 2003-2 Distribution Account” is defined in Section 5A.10(a).


 


“Series 2003-2 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 2003-2 Excess Fleet Receivable Amount” means, for any
Settlement Date, an amount equal to the product of (a) the average daily Series
2003-2 Invested Percentage during the immediately preceding Monthly Period and
(b) the Excess Fleet Receivable Amount for such Settlement Date.


 


“Series 2003-2 Gain on Sale Account Percentage” means 10%.


 


“Series 2003-2 Global Notes” is defined in Section 6.2.


 


“Series 2003-2 Hypothetical Yield Shortfall Amount” means, for
any Settlement Date, an amount equal to the product of (x) the excess, if any,
of the Series 2003-2 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 2003-2 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 2003-2 Initial Invested Amount” means the sum of the
Class A-1 Initial Invested Amount and the Class A-2 Initial Invested Amount.


 


“Series 2003-2 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 2003-2 Interest Period shall commence on and include the Series 2003-2
Closing Date and end on and include December 7, 2003.


 


“Series 2003-2 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 2003-2 Invested Percentage” means, with respect to any
Business Day (i) during the Series 2003-2 Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction the
numerator of which shall be equal to the Series 2003-2 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 


 


10

















 


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 2003-2 Amortization Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction
the numerator of which shall be equal to the Series 2003-2 Allocated Adjusted Aggregate
Unit Balance as of the end of the Series 2003-2 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 2003-2 Investor Noteholder” means, collectively, the
Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders.


 


“Series 2003-2 Investor Note Owner” means, with respect to a
Series 2003-2 Global Note, the Person who is the beneficial owner of an
interest in such Series 2003-2 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 2003-2 Investor Notes” means, collectively, the Class
A-1 Investor Notes and the Class A-2 Investor Notes.


 


“Series 2003-2 Junior Preferred Membership Interests” means the
Junior Preferred Membership Interests relating to the Series 2003-2 Investor
Notes, if any, issued by the Issuer pursuant to the LLC Agreement.


 


“Series 2003-2 Lease Rate Cap” means one or more interest rate
caps whether now or hereafter existing or acquired, substantially in the form
of Exhibit C, from a Series 2003-2 Eligible Counterparty.


 


“Series 2003-2 Liquid Credit Enhancement Deficiency” means, on
any date of determination, the amount by which the Series 2003-2 Reserve
Account Amount is less than the Series 2003-2 Required Reserve Account Amount.


 


“Series
2003-2 Minimum Yield Rate”
means, for any Settlement Date, a rate per annum equal to the sum of (i) the
Series 2003-2 Weighted Average Cost of Funds for such Settlement Date, (ii)
0.225% and (iii) 0.48%.


 


“Series 2003-2 Monthly Interest” means, with respect to any
Series 2003-2 Interest Period, the sum of Class A-1 Monthly Interest and Class
A-2 Monthly Interest for such Series 2003-2 Interest Period.


 


“Series 2003-2 Monthly Residual Value Gain” means, for any
Settlement Date, an amount equal to the product of (a) the average daily Series
2003-2 Invested Percentage during the immediately preceding Monthly Period and
(b) the Monthly Residual Value Gain for such Settlement Date.


 


11

















 


“Series 2003-2 Note Rate” means the Class A-1 Note Rate or the
Class A-2 Note Rate, as the context may require.


 


“Series 2003-2 Note Termination Date” means the date on which
the Series 2003-2 Investor Notes are fully paid.


 


“Series 2003-2 Preferred Member Distribution Account” means the
account established in respect of the Series 2003-2 Preferred Membership
Interests pursuant to the LLC Agreement.


 


“Series 2003-2 Preferred Members” means the registered holders
of the Series 2003-2 Preferred Membership Interests.


 


“Series 2003-2 Preferred Membership Interest Purchase Agreement”
means, collectively, one or more purchase agreements among the Issuer, one or
more purchasers of the Series 2003-2 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 2003-2 Junior Preferred Membership Interests
among the Issuer, one or more purchasers of the Series 2003-2 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 2003-2 Preferred Membership Interests” means the Series
2003-2 Senior Preferred Membership Interests and the Series 2003-2 Junior
Preferred Membership Interests, if any.


 


“Series 2003-2 Principal Collection Subaccount” is defined in Section 5A.1(a).


 


“Series 2003-2 Principal Payment Amount” means, for any
Settlement Date, an amount equal to the product of (a) the average daily Series
2003-2 Invested Percentage during the immediately preceding Monthly Period and
(b) the Principal Payment Amount for such Settlement Date.


 


“Series 2003-2 Required Asset Amount” means, as of any date of
determination, the sum of the Series 2003-2 Invested Amount and the Series
2003-2 Required Overcollateralization Amount as of such date.


 


“Series 2003-2 Required Enhancement Amount” means, on any date,
the sum of (a) the Series 2003-2 Required Percentage on such date of the Series
2003-2 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 2003-2 Invested Percentage as of
the last day of the Monthly Period immediately preceding such Settlement Date
and (B) 90% of the 


 


12

















 


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 2003-2 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 2003-2 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 2003-2 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 2003-2 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 2003-2 Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the Excess Truck
Body Amount on such Settlement Date; or


 


(B) an amount equal to the product of (x) the
Series 2003-2 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 2003-2 Required
Enhancement Amount shall equal the Series 2003-2 Required Enhancement Amount on
the date of the declaration or occurrence of such Amortization Event.


 


“Series 2003-2 Required Investor Noteholders” means Series
2003-2 Investor Noteholders holding more than 50% of the Series 2003-2 Invested
Amount (excluding any Series 2003-2 Investor Notes held by the Issuer or any
Affiliate of the Issuer).


 


“Series 2003-2 Required Lease Rate Cap” means one or more Series
2003-2 Lease Rate Caps having, in the aggregate, a notional amount on each
Payment Date equal 


 


13

















 


to the lesser of (x) the average daily Series
2003-2 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 2003-2 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 2003-2
Invested Amount and the aggregate stated liquidation preference of the Series
2003-2 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 2003-2 Required Overcollateralization Amount” means, on
any date of determination during an Accrual Period, the amount by which the
Series 2003-2 Required Enhancement Amount exceeds the sum of (a) the Series
2003-2 Reserve Account Amount and (b) the amount on deposit in the Series
2003-2 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 2003-2 Required Percentage” means, on any date of
determination, 13.19% 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;


 


(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 2003-2 Required
Percentage on such date will equal 12.36% 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%;


 


14

















 


(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 2003-2 Required
Percentage on such date will equal 14.01%.


 


“Series 2003-2 Required Reserve Account Amount” means an amount
equal to 2.2032% of the Series 2003-2 Initial Invested Amount.


 


“Series 2003-2 Required Yield Supplement Amount” means, on any
Settlement Date, the excess, if any, of (a) the Series 2003-2 Yield Shortfall
Amount for such Settlement Date over (b) 70% of the product of (x) the Series
2003-2 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 2003-2 Required Yield
Supplement Amount on any Settlement Date will equal the Series 2003-2 Yield
Shortfall Amount for such Settlement Date.


 


“Series 2003-2 Reserve Account” is defined in Section 5A.8(a).


 


“Series 2003-2 Reserve Account Amount” means, on any date of
determination, the amount on deposit in the Series 2003-2 Reserve Account and
available for withdrawal therefrom.


 


“Series 2003-2 Reserve Account Surplus” means, on any date of
determination, the amount, if any, by which the Series 2003-2 Reserve Account
Amount exceeds the Series 2003-2 Required Reserve Account Amount.


 


“Series 2003-2 Revolving Period” means the period from and
including the Series 2003-2 Closing Date to but excluding the commencement of
the Series 2003-2 Amortization Period.


 


“Series 2003-2 Senior Preferred Membership Interests” means each
series of Senior Preferred Membership Interests relating to the Series 2003-2
Investor Notes issued by the Issuer pursuant to the LLC Agreement.


 


“Series 2003-2 Series Servicing Fee Percentage” is defined in Section 5.1.


 


“Series 2003-2 Supplemental Servicing Fee” is defined in Section 5.1.


 


“Series 2003-2 Settlement Collection Subaccount” is defined in Section 5A.1(a).


 


“Series 2003-2 Subaccounts” is defined in Section 5A.1(a).


 


15

















 


“Series 2003-2 Weighted Average Cost of Funds” means, for any
Settlement Date, the product of (a) the quotient of the sum of (i) the
aggregate amount of interest payable on the Series 2003-2 Investor Notes on
such Settlement Date and (ii) the aggregate amount of dividends payable on the
Series 2003-2 Preferred Membership Interests on such Settlement Date, divided by the sum of (i) the Series
2003-2 Invested Amount as of the first day of the immediately preceding Series
2003-2 Interest Period and (ii) the aggregate stated liquidation preference of
the Series 2003-2 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 2003-2 Interest Period ending on such Settlement
Date.


 


“Series 2003-2 Weighted Average Yield Shortfall” means, for any
Settlement Date, the excess, if any, of (a) the Series 2003-2 Minimum Yield
Rate for such Settlement Date over (b) the Series 2003-2 Weighted Average Yield
Shortfall Lease Yield for such Settlement Date.


 


“Series 2003-2 Weighted Average Yield Shortfall Lease Yield”
means, for any Settlement Date, the quotient of the sum of the product with
respect to each Series 2003-2 Yield Shortfall Lease of (a) the actual or
implicit finance charge rate applicable to such Series 2003-2 Yield Shortfall
Lease and (b) the Net Book Value of the Leased Vehicle subject to such Series
2003-2 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
2003-2 Yield Shortfall Leases as of the last day of the immediately preceding
Monthly Period.


 


“Series 2003-2 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 2003-2 Yield
Shortfall Leases, assuming that all scheduled lease payments are made thereon
when scheduled and that the Obligors thereunder do not elect to convert such
Series 2003-2 Yield Shortfall Leases to Fixed Rate Leases, as of the last day
of the immediately preceding Monthly Period.


 


“Series 2003-2 Yield Shortfall Amount” means, for any Settlement
Date, (i) if the Series 2003-2 Hypothetical Yield Shortfall Amount for such Settlement
Date is less than 70% of the product of the Series 2003-2 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 2003-2 Hypothetical Yield Shortfall Amount and (ii) otherwise, an
amount equal to the product of (x) the Series 2003-2 Weighted Average Yield
Shortfall for such Settlement Date, (y) the Series 2003-2 Invested Percentage
on such Settlement Date of the aggregate Lease Balance of all Series 2003-2
Yield Shortfall Leases as of the last day of the immediately preceding Monthly
Period and (z) the Series 2003-2 Weighted Average Yield Shortfall Life for such
Settlement Date.


 


“Series 2003-2 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 


 


16

















 


less than the Series 2003-2 Minimum Yield
Rate as of the last day of the immediately preceding Monthly Period.


 


“Series 2003-2 Yield Supplement Account” is defined in Section 5A.9(a).


 


“Series 2003-2 Yield Supplement Account Amount” means, on any
date of determination, the amount on deposit in the Series 2003-2 Yield
Supplement Account and available for withdrawal therefrom.


 


“Series 2003-2 Yield Supplement Account Surplus” means, on any
date of determination, the amount, if any, by which the Series 2003-2 Yield
Supplement Account Amount exceeds the Series 2003-2 Required Yield Supplement
Amount.


 


“Series 2003-2 Yield Supplement Deficiency” means, on any date
of determination, the amount by which the Series 2003-2 Yield Supplement
Account Amount is less than the Series 2003-2 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.


 


“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 2003-2 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 2003-2 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 2003-2 Invested Percentage during such
Monthly Period and the amount of the Monthly Servicer Advance made by the
Servicer on such Settlement Date, (iv) an amount equal to the product of the
average daily Series 2003-2 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 2003-2 Principal Collection Subaccount and the Series
2003-2 General Collection Subaccount transferred to the Series 2003-2
Settlement Collection Subaccount on such Settlement Date pursuant to Section 5A.1(b)
over (b) the  amount withdrawn from the
Series 2003-2 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.


 


17

















 


“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 2003-2 Investor Notes:


 


Section 5A.1  Establishment of Series 2003-2
Subaccounts.


 


(a)  The Indenture Trustee shall
establish and maintain in the name of the Indenture Trustee for the benefit of
the Series 2003-2 Investor Noteholders (i) a subaccount of the Collection
Account (the “Series 2003-2 Collection Subaccount”); and (ii) three
subaccounts of the Series 2003-2 Collection Subaccount: (1) the Series 2003-2
General Collection Subaccount, (2) the Series 2003-2 Principal Collection
Subaccount and (3) the Series 2003-2 Settlement Collection Subaccount
(respectively, the “Series 2003-2 General Collection Subaccount,” the “Series
2003-2 Principal Collection Subaccount” and the “Series 2003-2
Settlement Collection Subaccount”); the accounts established pursuant to
this Section 5A.1(a), collectively, the “Series 2003-2 Subaccounts”),
each Series 2003-2 Subaccount to bear a designation indicating that the funds
deposited therein are held for the benefit of the Series 2003-2 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 2003-2
Subaccounts and the proceeds thereof for the benefit of the Series 2003-2
Investor Noteholders.  The Series 2003-2
Subaccounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Series 2003-2 Investor Noteholders.


 


(b)  The Issuer shall instruct
the institution maintaining the Collection Account in writing to invest funds
on deposit in the Series 2003-2 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 2003-2 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 2003-2
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 2003-2 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 2003-2 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 2003-2 Amortization Period, on or prior to the Business Day
immediately preceding the next Payment Date. On each Settlement Date, all 


 


18

















 


interest and other investment earnings (net of losses and investment
expenses) on funds deposited in the Series 2003-2 Principal Collection
Subaccount and the Series 2003-2 General Collection Subaccount shall be
deposited in the Series 2003-2 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 2003-2 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 2003-2 Investor
Noteholders and deposit in the Series 2003-2 General Collection Subaccount an
amount equal to the product of the Series 2003-2 Invested Percentage on such
Deposit Date and the Collections deposited into the Collection Account on such
Deposit Date.


 


(b)  On the Series 2003-2
Closing Date, the Indenture Trustee shall (i) deposit $545,379.51 of the net
proceeds from the sale of the Series 2003-2 Investor Notes in the Series 2003-2
Settlement Collection Subaccount, (ii) deposit $11,016,000 of the net proceeds
from the sale of the Series 2003-2 Investor Notes in the Series 2003-2 Reserve
Account and (iii) deposit the remainder of the net proceeds from the sale of
the Series 2003-2 Investor Notes in the Series 2003-2 Principal Collection
Subaccount.


 


(c)  On each Determination Date,
the Administrator shall direct the Indenture Trustee in writing to allocate to
the Series 2003-2 Investor Noteholders and deposit in the Series 2003-2
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 2003-2 Invested
Percentage during the immediately preceding Monthly Period and the amount
withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the
Base Indenture on such Transfer Date.


 


(d)  On each Determination Date,
the Administrator shall direct the Indenture Trustee in writing to allocate to
the Series 2003-2 Investor Noteholders and deposit in the Series 2003-2
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 2003-2 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 2003-2 Invested Percentage during the immediately preceding
Monthly Period and the amount of such Monthly Servicer Advance;


 


19

















 


(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
2003-2 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 2003-2 Lease Rate Cap.


 


(e)  During the Series 2003-2
Revolving Period, the Administrator may direct the Indenture Trustee in writing
on any Business Day to withdraw amounts on deposit in the Series 2003-2
Principal Collection Subaccount for either 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;
or


 


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


 


(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 2003-2 Settlement Collection
Subaccount pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on
such Settlement Date and any amounts owing in respect of the Series 2003-2
Preferred Membership Interests under the Series 2003-2 Preferred Membership Interest
Purchase Agreement on such Settlement Date, the Administrator may direct the
Indenture Trustee in writing to withdraw from the Series 2003-2 General
Collection Subaccount and remit to the Issuer the Series 2003-2 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 2003-2
Note Rates for each Series 2003-2 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall
determine the Series 2003-2 Note Rate for each Class of Series 2003-2 Investor
Notes for the next succeeding Series 2003-2 Interest Period and deliver notice
of such Series 2003-2 Note Rates to the Indenture Trustee.  On each LIBOR Determination Date, the
Indenture Trustee shall deliver to the Administrator notice of the Series
2003-2 Note Rate for each Class of Series 2003-2 Investor Notes for the next
succeeding Series 2003-2 Interest Period.


 


(b)  Until the Administrator
shall give the Indenture Trustee written notice that neither Class of the
Series 2003-2 Investor Notes is listed on the Luxembourg Stock Exchange, the
Indenture Trustee shall, or shall instruct the Calculation Agent to, cause (i)
the Series 2003-2 Note Rate applicable to each Class of the Series 2003-2
Investor Notes for the next succeeding Series 2003-2 Interest Period, the
number of days in such Series 2003-2 Interest Period, the Payment Date for such
Series 2003-2 Interest Period and the amount of interest payable on each Class
of Series 2003-2 Investor Notes on such Payment Date to be (A) communicated to
DTC, 


 


20

















 


the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no
later than the Business Day immediately following each LIBOR Determination Date
and (B) published in the Authorized Newspaper as soon as possible after its
determination.


 


(c)  On each Determination Date,
the Administrator shall determine the excess, if any (the “Interest
Shortfall Amount”), of (i) the sum of (A) the Series 2003-2 Monthly
Interest for the Series 2003-2 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 2003-2 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 2003-2 Investor Noteholders will be reduced
on a pro  rata basis, based on the amount of interest payable to
each such Series 2003-2 Investor Noteholder, by the Interest Shortfall Amount.  The portion of the Interest Shortfall Amount
allocable to each Class of Series 2003-2 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 2003-2 Interest Period at the applicable Series 2003-2
Note Rate for such Series 2003-2 Interest Period.  Until the Administrator shall give the Indenture Trustee written
notice that neither Class of the Series 2003-2 Investor Notes is listed on the
Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the
Calculation Agent to, notify the Luxembourg Stock Exchange if, based solely on
the information contained in the Monthly Settlement Statement with respect to
the Series 2003-2 Investor Notes, the amount of interest to be paid on any
Class of the Series 2003-2 Investor Notes on any Payment Date is less than the
amount payable thereon on such Payment Date, the amount of such deficit and the
amount of interest that will accrue on such deficit during the next succeeding
Series 2003-2 Interest Period by the Business Day prior to such Payment Date.


 


(d)  All communications by or on behalf of the
Indenture Trustee to the Luxembourg Stock Exchange pursuant to this Section 5A.3
shall be sent by electronic mail to The Bank of New York c/o
listings@bankofny.com.


 


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 2003-2 General Collection Subaccount and allocate to the Series
2003-2 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 2003-2 General Collection Subaccount and the Series 2003-2 Principal
Collection Subaccount transferred to the Series 2003-2 Settlement Collection
Subaccount pursuant to Section 5A.1(b)).


 


(b)  (i)   If the Administrator determines that the
aggregate amount distributable from the Series 2003-2 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 or
before 10:00 a.m., New York City time, on the Business Day immediately
preceding such 


 


21

















 


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 2003-2 Reserve Account and deposit in the Series 2003-2 Settlement
Collection Subaccount an amount equal to the least of (x) such Deficiency, (y)
the product of the average daily Series 2003-2 Invested Percentage during the
immediately preceding Monthly Period and Aggregate Net Lease Losses for such
Monthly Period and (z) the Series 2003-2 Reserve Account Amount and, to the
extent that such amount is less than the Deficiency, withdraw from the Series
2003-2 Yield Supplement Account and deposit in the Series 2003-2 Settlement
Collection Subaccount an amount equal to the lesser of the amount of such
insufficiency and the Series 2003-2 Yield Supplement Account Amount.  If the Deficiency with respect to any
Payment Date exceeds the amounts to be withdrawn from the Series 2003-2 Reserve
Account and the Series 2003-2 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 2003-2 Reserve Account and deposit in
the Series 2003-2 Settlement Collection Subaccount an amount equal to the lesser
of (x) the remaining portion of the Deficiency and (y) the Series 2003-2
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
2003-2 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 2003-2 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 2003-2 Reserve Account and deposit in the Series 2003-2 Distribution
Account an amount equal to the lesser of such insufficiency and the Series
2003-2 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 2003-2 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 2003-2 Yield Supplement Account and deposit in the Series 2003-2
Distribution Account an amount equal to the lesser of such remaining
insufficiency and the Series 2003-2 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 2003-2 Investor Notes, the Indenture 


 


22

















 


Trustee shall apply the following amounts allocated to, or deposited
in, the Series 2003-2 Settlement Collection Subaccount on such Payment Date in
the following order of priority:


 


(i)  to SPV, an amount equal to
the Series 2003-2 Excess Fleet Receivable Amount, if any, for such Payment
Date;


 


(ii)  to the Gain On Sale
Account, an amount equal to the Series 2003-2 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 2003-2 Invested
Percentage during the immediately preceding Monthly Period;


 


(iv)  if VMS is not the
Servicer, to the Servicer, an amount equal to the Series 2003-2 Basic Servicing
Fee for the Series 2003-2 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 2003-2
Distribution Account, an amount equal to the Series 2003-2 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 2003-2 Basic Servicing Fee for the
Series 2003-2 Interest Period ending on such Payment Date;


 


(vii)  to the Administrator, an
amount equal to the Series 2003-2 Administrator Fee for the Series 2003-2
Interest Period ending on such Payment Date;


 


(viii)  other than during a
Lockout Period, to the Series 2003-2 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 2003-2 Revolving
Period, to the Series 2003-2 Principal Collection Subaccount, an amount equal
to the Series 2003-2 Allocated Asset Amount Deficiency, if any, on such Payment
Date, (B) on the earlier of (x) the second Payment Date following the May 2005
Period End Date or (y) the first Payment Date following the occurrence of an
Amortization Event, to the Series 2003-2 Distribution Account, an amount equal
to the lesser of the Series 2003-2 Principal Payment Amount for such Payment
Date and the Series 2003-2 Invested Amount on such Payment Date and (C) if any
Series 2003-2 Preferred Membership Interests are issued and outstanding, on any
Payment Date on and after the Series 2003-2 Note Termination Date, to the
Series 2003-2 Preferred Member Distribution Account, an amount equal to the
Series 2003-2 Principal Payment Amount 


 


23

















 


for such Payment Date (or, on the Series
2003-2 Note Termination Date, the portion thereof not deposited into the Series
2003-2 Distribution Account); provided,
however that on or after the
Series 2003-2 Note Termination Date during a Lockout Period, the Series 2003-2
Principal Payment Amount for such Payment Date (or, on the Series 2003-2 Note
Termination Date, the portion thereof not deposited into the Series 2003-2
Distribution Account) shall be applied by the Indenture Trustee in accordance
with Section 5.4(d) of the Base Indenture;


 


(x)  to the Series 2003-2
Reserve Account, to the extent that a Series 2003-2 Liquid Credit Enhancement
Deficiency exists or, on any Payment Date immediately succeeding a Monthly
Period falling in the Series 2003-2 Amortization Period, to the extent that a
Series 2003-2 Allocated Asset Amount Deficiency exists, an amount equal to the
greater of such deficiencies;


 


(xi)  to the Series 2003-2 Yield
Supplement Account, to the extent that a Series 2003-2 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 2003-2 Supplemental
Servicing Fee for the Series 2003-2 Interest Period ending on such Payment
Date;


 


(xiii)  if any Series 2003-2
Preferred Membership Interests are issued and outstanding, to the Series 2003-2
Preferred Member Distribution Account, an amount equal to the balance remaining
in the Series 2003-2 Settlement Collection Subaccount;


 


(xiv)  if no Series 2003-2
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 2003-2 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 2003-2 Investor Notes,
the Indenture Trustee shall, in accordance with Section 6.1 of the
Base Indenture, distribute to the Series 2003-2 Investor Noteholders, from the
Series 2003-2 Distribution Account the Monthly Interest Payment to the extent
of the amount deposited in the Series 2003-2 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 2003-2 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 2003-2 Distribution Account pursuant to Section 5A.4(c)(ix)
or an amount is deposited in the Series 2003-2 Distribution Account pursuant to
Section 5A.4(b)(ii), based solely on the information 


 


24

















 


contained in the Monthly Settlement Statement with respect to Series
2003-2 Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1
of the Base Indenture, distribute during the Series 2003-2 Amortization Period,
pro  rata to each Class A-1 Investor Noteholder from the Series
2003-2 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 2003-2 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 2003-2 Investor Noteholder from the Series 2003-2 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 2003-2 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 2003-2 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 2003-2 Investor Note and shall specify the place where
such Series 2003-2 Investor Note may be presented and surrendered for payment
of such installment.  Notices in
connection with redemptions of Series 2003-2 Investor Notes shall be
(i) transmitted by facsimile to Series 2003-2 Investor Noteholders holding
Global Notes and (ii) sent by registered mailed to Series 2003-2 Investor
Noteholders holding Definitive Notes and shall specify that such final
installment will be payable only upon presentation and surrender of such Series
2003-2 Investor Note and shall specify the place where such Series 2003-2
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 


 


25

















 


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 2003-2 Reserve Account.


 


(a)  The Indenture Trustee shall
establish and maintain in the name of the Indenture Trustee for the benefit of
the Series 2003-2 Investor Noteholders an account (the “Series 2003-2
Reserve Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2003-2 Investor
Noteholders.  The Series 2003-2 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 2003-2 Reserve Account that is an Eligible Deposit
Account. If the Indenture Trustee establishes a new Series 2003-2 Reserve
Account, it shall transfer all cash and investments from the non-qualifying
Series 2003-2 Reserve Account into the new Series 2003-2 Reserve Account.
Initially, the Series 2003-2 Reserve Account will be established with JPMorgan
Chase Bank.


 


(b)  The Issuer may instruct the
institution maintaining the Series 2003-2 Reserve Account in writing to invest
funds on deposit in the Series 2003-2 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 2003-2
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 2003-2 Reserve Account.  In absence of written direction as provided
hereunder, funds on deposit in the Series 2003-2 Reserve Account shall remain
uninvested.


 


(c)  All interest and earnings
(net of losses and investment expenses) paid on funds on deposit in the Series
2003-2 Reserve Account shall be deemed to be on deposit and available for
distribution.


 


(d)  If there is a Series 2003-2
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 2003-2 Reserve Account and deposit in the Series
2003-2 Preferred Member Distribution Account, and the Indenture Trustee shall
withdraw from the Series 2003-2 Reserve Account and deposit in the Series
2003-2 Preferred Member Distribution Account, so long as no Series 2003-2
Allocated Asset Amount Deficiency exists or would result 


 


26

















 


therefrom, an amount up to the lesser of (i) such Series 2003-2 Reserve
Account Surplus on such Business Day and (ii) the Series 2003-2 Reserve Account
Amount on such Business Day.


 


(e)  Amounts will be withdrawn
from the Series 2003-2 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 2003-2 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 2003-2 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 2003-2 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 2003-2 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 2003-2 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 2003-2
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 2003-2 Reserve Account
and in all proceeds thereof and shall be the only person authorized to
originate entitlement orders in respect of the Series 2003-2 Reserve Account.  The Indenture Trustee and the Series 2003-2
Investor Noteholders shall have no interest in any amounts withdrawn from the
Series 2003-2 Reserve Account and deposited in the Series 2003-2 Preferred
Member Distribution Account.


 


(g)  On the first Payment Date
after the Series 2003-2 Note Termination Date on which the sum of (a) the
Series 2003-2 Reserve Account Amount, (b) the Series 2003-2 Yield Supplement
Account Amount and (c) the amount available to be deposited in the Series
2003-2 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
2003-2 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 2003-2 Reserve Account all amounts
on deposit therein for deposit in the Series 2003-2 Preferred Member
Distribution Account.


 


Section 5A.9  Series 2003-2 Yield Supplement
Account.


 


(a)  The Indenture Trustee shall
establish and maintain in the name of the Indenture Trustee for the benefit of
the Series 2003-2 Investor Noteholders an account (the “Series 2003-2 Yield
Supplement Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2003-2 Investor
Noteholders.  The Series 2003-2 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 2003-2 Yield Supplement Account that is an
Eligible Deposit Account. If the Indenture Trustee establishes a 


 


27

















 


new Series 2003-2 Yield Supplement Account, it shall transfer all cash
and investments from the non-qualifying Series 2003-2 Yield Supplement Account
into the new Series 2003-2 Yield Supplement Account. Initially, the Series
2003-2 Yield Supplement Account will be established with JPMorgan Chase Bank.


 


(b)  The Issuer may instruct the
institution maintaining the Series 2003-2 Yield Supplement Account in writing
to invest funds on deposit in the Series 2003-2 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 2003-2 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 2003-2 Yield Supplement
Account.  In absence of written
direction as provided hereunder, funds on deposit in the Series 2003-2 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
2003-2 Yield Supplement Account shall be deemed to be on deposit and available
for distribution.


 


(d)  If there is a Series 2003-2
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 2003-2 Yield Supplement Account and deposit
in the Series 2003-2 Preferred Member Distribution Account, and the Indenture
Trustee shall withdraw from the Series 2003-2 Yield Supplement Account and
deposit in the Series 2003-2 Preferred Member Distribution Account an amount up
to the lesser of (i) such Series 2003-2 Yield Supplement Account Surplus on
such Business Day and (ii) the Series 2003-2 Yield Supplement Account Amount on
such Business Day.


 


(e)  Amounts will be withdrawn
from the Series 2003-2 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 2003-2 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 2003-2 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 2003-2 Yield Supplement
Account, including any security entitlement thereto; (ii) all funds on deposit
therein 


 


28

















 


from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2003-2 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 2003-2 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 2003-2 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 2003-2 Yield Supplement Account and in all proceeds thereof and shall be
the only person authorized to originate entitlement orders in respect of the
Series 2003-2 Yield Supplement Account. 
The Indenture Trustee and the Series 2003-2 Investor Noteholders shall
have no interest in any amounts withdrawn from the Series 2003-2 Yield
Supplement Account and deposited in the Series 2003-2 Preferred Member
Distribution Account.


 


(g)  On the first Payment Date
after the Series 2003-2 Note Termination Date on which the sum of (a) the
Series 2003-2 Reserve Account Amount, (b) the Series 2003-2 Yield Supplement
Account Amount and (c) the amount available to be deposited in the Series
2003-2 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
2003-2 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 2003-2 Yield Supplement Account
all amounts on deposit therein for deposit in the Series 2003-2 Preferred
Member Distribution Account.


 


Section 5A.10  Series 2003-2 Distribution Account.


 


(a)  The Indenture Trustee shall
establish and maintain in the name of the Indenture Trustee for the benefit of
the Series 2003-2 Investor Noteholders an account (the “Series 2003-2
Distribution Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2003-2 Investor
Noteholders.  The Series 2003-2
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 2003-2 Distribution Account that is an
Eligible Deposit Account. If the Indenture Trustee establishes a new Series
2003-2 Distribution Account, it shall transfer all cash and investments from
the non-qualifying Series 2003-2 Distribution Account into the new Series
2003-2 Distribution Account. Initially, the Series 2003-2 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 2003-2 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 2003-2 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 2003-2 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 


 


29

















 


all of the Series 2003-2 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 2003-2 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 2003-2 Distribution Account and in all proceeds thereof and shall be the
only person authorized to originate entitlement orders in respect of the Series
2003-2 Distribution Account.


 


Section 5A.11  Lease Rate Caps.


 


(a)  The Issuer shall have
obtained on the Series 2003-2 Closing Date and shall thereafter maintain one or
more interest rate caps, each from a Series 2003-2 Eligible Counterparty,
having, in the aggregate, a notional amount on the Series 2003-2 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 2003-2 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 2003-2 Closing Date, the Issuer shall have obtained and shall
thereafter maintain an interest rate cap from a Series 2003-2 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 2003-2 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 2003-2 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 


 


30

















 


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 2003-2 Closing Date and shall thereafter maintain the
Series 2003-2 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 2003-2 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 2003-2 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 2003-2 Investor Noteholders, all of the
Issuer’s right, title and interest in and to the Series 2003-2 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 2003-2 Investor Notes:


 


(a)  the Series 2003-2 Reserve
Account shall have become subject to an injunction, estoppel or other stay or a
Lien (other than a Permitted Lien);


 


(b)  the Series 2003-2 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 2003-2 Liquid
Credit Enhancement Deficiency shall occur and continue for at least two
Business Days;


 


(d)  a Series 2003-2 Allocated
Asset Amount Deficiency shall occur and continue for at least two Business
Days;


 


31

















 


(e)  a Series 2003-2 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 2003-2 Senior Preferred
Membership Interests or the Series 2003-2 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 2003-2 Investor Notes shall occur;


 


(m)  there is at least
$10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on
two consecutive Settlement Dates during the Series 2003-2 Revolving Period;


 


(n)  an Insolvency Event shall
occur with respect to SPV, the Origination Trust, Avis, 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 2003-2 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 


 


32

















 


there shall have been given to the Issuer by the Indenture Trustee or
the Issuer and the Indenture Trustee by the Series 2003-2 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 2003-2 Investor Notes only, if after the applicable grace period,
either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a
Majority in Interest of the Series 2003-2 Investor Notes, declare that an
Amortization Event has occurred with respect to the Series 2003-2 Investor
Notes. 
In the case of any event described in clauses (a) through (o)
above, an Amortization Event with respect to the Series 2003-2 Investor Notes
will be deemed to have occurred without notice or other action on the part of
the Indenture Trustee or the Series 2003-2 Investor Noteholders.


 


ARTICLE IV



OPTIONAL PREPAYMENT


 


The Issuer shall have the option to prepay the Series 2003-2 Investor
Notes in full on any Payment Date after the Payment Date in
June 2005.  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 2003-2 Investor Notes shall equal the aggregate
outstanding principal balance of the Series 2003-2 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
2003-2 Distribution Account an amount equal to the prepayment price in
immediately available funds.  The funds
deposited into the Series 2003-2 Distribution Account 


 


33

















 


will be paid by the Indenture Trustee to the Series 2003-2 Investor
Noteholders on such Prepayment Date.


 


ARTICLE V



SERVICING AND ADMINISTRATOR FEES


 


Section 5.1  Servicing Fees.  A periodic servicing fee (the “Series 2003-2 Basic Servicing
Fee”) shall be payable to the Servicer on each Payment Date for the Series
2003-2 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 2003-2 Allocated Adjusted Aggregate Unit Balance as of the first day of
such Series 2003-2 Interest Period times (c) the number of days in such Series
2003-2 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 2003-2 Basic Servicing Fee and the additional servicing fee
payable to the Servicer hereunder (the “Series 2003-2 Supplemental Servicing
Fee”) for each Series 2003-2 Interest Period equals 110% of the costs to
the successor Servicer of servicing the portion of the Lease SUBI Portfolio
allocated to Series 2003-2 during such Series 2003-2 Interest Period.  For this purpose, the portion of the Lease
SUBI Portfolio allocated to Series 2003-2 for each Series 2003-2 Interest
Period shall equal the average Series 2003-2 Invested Percentage during such
Series 2003-2 Interest Period.  The
Series 2003-2 Basic Servicing Fee and any Series 2003-2 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 2003-2 Administrator Fee”)
shall be payable to the Administrator on each Payment Date for the Series
2003-2 Interest Period ending on such Payment Date in an amount equal to the
product of (a) 0.01% times (b) the Series 2003-2 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 2003-2 Interest Period divided
by 365 (or 366, as applicable) days. 
The Series 2003-2 Administrator Fee shall be payable to the
Administrator on each Payment Date pursuant to Section 5A.4(c)(vii).


 


ARTICLE VI



FORM OF SERIES 2003-2 NOTES


 


Section 6.1  Initial Issuance of Series 2003-2 Investor
Notes.


 


The Series 2003-2 Investor Notes are being offered and sold by the
Issuer in a registered public offering pursuant to an Underwriting Agreement,
dated November 7, 2003, among the Issuer, VMS, PHH and J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as the representatives of
the underwriters.


 


Section 6.2  Global Notes.


 


The Series 2003-2 Investor Notes of each Class will be issued in the
form of one or more Global Notes in fully registered form, without coupons,
substantially in the form set 


 


34

















 


forth in Exhibits A-1 and A-2, registered in the name of Cede &
Co., as nominee of DTC, and deposited with JPMorgan Chase, as custodian of DTC
(collectively, the “Series 2003-2 Global Notes”).


 


The Series 2003-2 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 BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN
INTEREST HEREIN.


 


Section 6.3  Definitive  Notes.


 


No Series 2003-2 Note Owner will receive a Definitive Note representing
such Series 2003-2 Note Owner’s interest in the Series 2003-2 Investor Notes
other than in accordance with Section 2.11 of the Base Indenture.


 


ARTICLE VII



INFORMATION


 


The Issuer hereby agrees to provide to the Indenture Trustee and each
provider of the Series 2003-2 Required Lease Rate Cap, on each Determination
Date, a Monthly Settlement Statement, substantially in the form of Exhibit B,
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 2003-2 Investor
Noteholders, or their designated agent, copies of each Monthly Settlement
Statement.


 


35

















 


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
2003-2 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.


 


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 2003-2 Required Investor Noteholders more
fully to effect the purposes of this Indenture Supplement and the sale of the
Series 2003-2 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 2003-2 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:


 


	
  Exhibit A-1:

  	
  Form of
  Class A-1 Note

  
	
  Exhibit A-2:

  	
  Form of
  Class A-2 Note

  
	
  Exhibit B:

  	
  Form of
  Monthly Settlement Statement

  
	
  Exhibit C:

  	
  Form of
  Series 2003-2 Lease Rate Cap

  



 


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.


 


36

















 


(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 2003-2 Investor Noteholders, to consent
to the termination of the ARAC Guaranty.


 


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.  (a) 
By acquiring a Series 2003-2 Investor Note or an interest therein, each
Series 2003-2 Investor Noteholder and each Series 2003-2 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.


 


(a)  By acquiring a Series
2003-2 Investor Note or an interest therein, each Series 2003-2 Investor
Noteholder and each Series 2003-2 Investor Note Owner and the Issuer and the
Indenture Trustee 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 2003-2 Investor Note or an interest
therein, each Series 2003-2 Investor Noteholder and each Series 2003-2 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. § 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, 


 


37

















 


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


 


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.


 


38

















 


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:

  	
  Senior Vice President, General Counsel

  and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
     as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wen Hao Wang

  
	
   

  	
   

  	
  Name:

  	
  Wen Hao Wang

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


[2003-2
Indenture Supplement]


 


39

















 


EXHIBIT A-1

TO SERIES 2003-2

INDENTURE SUPPLEMENT


 


FORM OF GLOBAL CLASS A-1 INVESTOR NOTE


 


	
  REGISTERED

  	
   

  	
  $230,000,000

  
	
  No. R-001

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP (CINS)
NO. 165182AH9

ISIN NO. US165182AH93


 


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 2003-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS
A-1


 


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 Two Hundred Thirty Million
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 2003-2
Interest Period, in accordance with the terms of the Indenture, at the Class
A-1 Note Rate for such Interest Period. 
Each “Series 2003-2 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 2003-2 Interest Period shall commence on and include the Series
2003-2 Closing Date and end on and include December 7, 2003.  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. 
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-2

















 


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-3

















 


[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 2003-2 Floating Rate 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
(formerly known as The Chase Manhattan Bank), as Indenture Trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the
Base Indenture), and (ii) a Series 2003-2 Indenture Supplement dated as of
November 19, 2003 (the “Series 2003-2 Indenture Supplement”)
between the Issuer and the Indenture Trustee. The Base Indenture and the Series
2003-2 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 2003-2 Collateral pledged as security
therefor as provided in the Indenture and the Series 2003-2 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
December 8, 2003.


 


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 2003-2 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 2003-2 Investor Notes, in whole but not in part, on any Payment Date
after the Payment Date in June 2005. 
The prepayment price for the Series 2003-2 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 2003-2 Interest Period at a rate equal to (i)
with respect to the initial Series 2003-2 Interest Period, 1.32% per annum and
(ii) with respect to each Series 2003-2 Interest Period thereafter, a rate per
annum equal to One-Month LIBOR for such Series 2003-2 Interest Period plus
0.20% per annum (the “Class A-1 Note Rate”).  “One-Month LIBOR” means, for each Series 2003-2 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 2003-2 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-4

















 


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 2003-2 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
2003-2 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 2003-2
Interest Period will mean One-Month LIBOR as in effect with respect to the
preceding Series 2003-2 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.


 


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 and the Issuer and the Indenture Trustee 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.
§ 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-5

















 


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
2003-2 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 2003-2 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 2003-2 Investor Notes 


 


A-6

















 


affected by such amendment or modification.  The Indenture also contains provisions permitting the Holders of
Series 2003-2 Investor Notes representing specified percentages of the
aggregate outstanding amount of the Series 2003-2 Investor Notes, on behalf of
the Holders of all the Series 2003-2 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 2003-2 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 Global Note may be
exchanged for Definitive Notes, subject to the provisions of the Indenture.


 


A-7

















 


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-8

















 


EXHIBIT A-2

TO SERIES 2003-2

INDENTURE SUPPLEMENT


 


FORM OF GLOBAL CLASS A-2 INVESTOR NOTE


 


	
  REGISTERED

  	
   

  	
  $270,000,000

  
	
  No. R-001

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN CONDITIONS


 


CUSIP (CINS)
NO. 165182AJ5

ISIN NO. US165182AJ59


 


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 2003-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS
A-2


 


A-9

















 


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 Two Hundred Seventy Million
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 Note for each Series 2003-2 Interest
Period, in accordance with the terms of the Indenture at the Class A-2 Note
Rate for such Interest Period.  Each “Series
2003-2 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 2003-2
Interest Period shall commence on and include the Series 2003-2 Closing Date
and end on and include December 7, 2003. 
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. 
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-10

















 


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-11

















 


[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 2003-2 Floating Rate 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
(formerly known as The Chase Manhattan Bank), as Indenture Trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under the
Base Indenture), and (ii) a Series 2003-2 Indenture Supplement dated as of
November 19, 2003 (the “Series 2003-2 Indenture Supplement”)
between the Issuer and the Indenture Trustee. The Base Indenture and the Series
2003-2 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 2003-2 Collateral pledged as security
therefor as provided in the Indenture and the Series 2003-2 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
December 8, 2003.


 


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 2003-2 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 2003-2 Investor Notes, in whole but not in part, on any Payment Date
after the Payment Date in June 2005. 
The prepayment price for the Series 2003-2 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 2003-2 Interest Period at a rate equal to (i)
with respect to the initial Series 2003-2 Interest Period, 1.42% per annum and
(ii) with respect to each Series 2003-2 Interest Period thereafter, a rate per
annum equal to One-Month LIBOR for such Series 2003-2 Interest Period plus
0.30% per annum (the “Class A-2 Note Rate”).  “One-Month LIBOR” means, for each Series 2003-2 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 2003-2 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-12

















 


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 2003-2 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
2003-2 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 2003-2
Interest Period will mean One-Month LIBOR as in effect with respect to the
preceding Series 2003-2 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.


 


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 and the Issuer and the Indenture Trustee 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.
§ 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-13

















 


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
2003-2 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 2003-2 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 2003-2 Investor Notes 


 


A-14

















 


affected by such amendment or modification.  The Indenture also contains provisions permitting the Holders of
Series 2003-2 Investor Notes representing specified percentages of the
aggregate outstanding amount of the Series 2003-2 Investor Notes, on behalf of
the Holders of all the Series 2003-2 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 2003-2 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 Global Note may be
exchanged for Definitive Notes, subject to the provisions of the Indenture.


 


A-15

















 


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:

  	
   

  	
  (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-2 Investor
Note, without alteration, enlargement or any change whatsoever.


 


A-16