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                                                                     Exhibit 4.3

                             GREYHOUND FUNDING LLC,
                                    as Issuer

                                       and

                            THE CHASE MANHATTAN BANK,
                              as Indenture Trustee


                       SERIES 2001-1 INDENTURE SUPPLEMENT

                          dated as of October 25, 2001

                                       to

                                 BASE INDENTURE

                            dated as of June 30, 1999


                                  $750,000,000
                                       of
               Floating Rate Callable Asset-Backed Investor Notes

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                                TABLE OF CONTENTS

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PRELIMINARY STATEMENT.............................................................................................1

DESIGNATION.......................................................................................................1

                                    ARTICLE I

DEFINITIONS.......................................................................................................1

                                   ARTICLE II

ARTICLE 5 OF THE BASE INDENTURE..................................................................................13
         Section 5A.1      Establishment of Series 2001-1 Subaccounts............................................13
         Section 5A.2      Allocations with Respect to the Series 2001-1 Investor Notes..........................14
         Section 5A.3      Determination of Interest.............................................................16
         Section 5A.4      Monthly Application of Collections....................................................17
         Section 5A.5      Payment of Monthly Interest Payment...................................................20
         Section 5A.6      Payment of Principal..................................................................20
         Section 5A.7      The Administrator's Failure to Instruct the Indenture Trustee to
                           Make a Deposit or Payment.............................................................21
         Section 5A.8      Series 2001-1 Reserve Account.........................................................21
         Section 5A.9      Series 2001-1 Yield Supplement Account................................................23
         Section 5A.10     Series 2001-1 Distribution Account....................................................25
         Section 5A.11     Lease Rate Caps.......................................................................25

                                   ARTICLE III

AMORTIZATION EVENTS............................................................................................. 27

                                   ARTICLE IV

OPTIONAL PREPAYMENT............................................................................................. 29

                                    ARTICLE V

SERVICING AND ADMINISTRATOR FEES.................................................................................29
         Section 5.1       Servicing Fees........................................................................29
         Section 5.2       Administrator Fee.....................................................................30
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                               TABLE OF CONTENTS
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                                   ARTICLE VI
FORM OF SERIES 2001-1 NOTES......................................................................................30
         Section 6.1       Initial Issuance of Series 2001-1 Investor Notes......................................30
         Section 6.2       Global Notes..........................................................................30
         Section 6.3       Definitive  Notes.....................................................................31

                                   ARTICLE VII

INFORMATION                ......................................................................................31

                                  ARTICLE VIII

MISCELLANEOUS              ......................................................................................31
         Section 8.1       Ratification of Indenture.............................................................31
         Section 8.2       Obligations Unaffected................................................................31
         Section 8.3       Governing Law.........................................................................31
         Section 8.4       Further Assurances....................................................................31
         Section 8.5       Exhibits..............................................................................31
         Section 8.6       No Waiver; Cumulative Remedies........................................................32
         Section 8.7       Amendments............................................................................32
         Section 8.8       Severability..........................................................................32
         Section 8.9       Counterparts..........................................................................32
         Section 8.10      No Bankruptcy Petition................................................................32
         Section 8.11      SUBIs.................................................................................33
         Section 8.12      Notice to Rating Agencies.............................................................34
         Section 8.13      Conflict of Instructions..............................................................34
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                                       ii
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                                TABLE OF CONTENTS

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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 2001-1 Lease Rate Cap
</Table>


                                            (iii)
<Page>

                  SERIES 2001-1 SUPPLEMENT, dated as of October 25, 2001 (as
amended, supplemented, restated or otherwise modified from time to time, this
"INDENTURE SUPPLEMENT") between GREYHOUND FUNDING LLC, a special purpose limited
liability company established under the laws of Delaware (the "ISSUER"), and THE
CHASE MANHATTAN BANK ("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 Floating Rate Callable
Asset Backed Investor Notes, Series 2001-1.

                  The Series 2001-1 Investor Notes shall be issued in two
classes: (i) Series 2001-1 Floating Rate Callable Asset Backed Investor Notes,
Class A-1, which shall be designated generally as the Class A-1 Investor Notes
and (ii) the Series 2001-1 Floating Rate Callable Asset Backed Investor Notes,
Class A-2, which shall be designated generally as the Class A-2 Investor Notes.
The Class A-1 Investor Notes and the Class A-2 Investor Notes are referred to
collectively as the "Series 2001-1 Investor Notes." The Series 2001-1 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 2001-1 Investor
Notes (as defined herein) shall be deposited in the Series 2001-1 Collection
Subaccount and 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

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                                                                               2

term used or defined herein shall relate only to the Series 2001-1
Investor Notes and not to any other Series of Investor Notes issued by the
Issuer.

                  (b) The following words and phrases shall have the following
meanings with respect to the Series 2001-1 Investor Notes and the definitions of
such terms are applicable to the singular as well as the plural form of such
terms and to the masculine as well as the feminine and neuter genders of such
terms:

                  "AMORTIZATION EVENT" is defined in Article 3.

                  "ASSUMED LEASE TERM" means, with respect to any Series 2001-1
         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 The Chase Manhattan Bank, in its
         capacity as calculation agent with respect to the Series 2001-1 Note
         Rates.

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

                  "CLASS A-1 FINAL MATURITY DATE" means the September 2006
         Payment Date.

                  "CLASS A-1 INITIAL INVESTED AMOUNT" means the aggregate
         initial principal amount of the Class A-1 Investor Notes, which is
         $425,000,000.

                  "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 2001-1
         Floating Rate Callable Asset Backed Investor Notes, Class A-1, executed
         by the Issuer and authenticated by or on behalf of the Indenture
         Trustee, substantially in the form of Exhibit A-1. 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
         2001-1 Interest Period, an amount equal to the product of (i) the Class
         A-1 Note Rate for such Series 2001-1 Interest Period, (ii) the Class
         A-1 Invested Amount on the first day of such Series

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                                                                               3

         2001-1 Interest Period, after giving effect to any principal payments
         made on such date, or, in the case of the initial Series 2001-1
         Interest Period, the Class A-1 Initial Invested Amount and (iii) a
         fraction, the numerator of which is the number of days in such Series
         2001-1 Interest Period and the denominator of which is 360.

                  "CLASS A-1 NOTE RATE" means, (i) with respect to the initial
         Series 2001-1 Interest Period, 2.68% per annum and (ii) with respect to
         each Series 2001-1 Interest Period thereafter, a rate per annum equal
         to One-Month LIBOR for such Series 2001-1 Interest Period plus 0.26%
         per annum.

                  "CLASS A-2 FINAL MATURITY DATE" means the September 2013
         Payment Date.

                  "CLASS A-2 INITIAL INVESTED AMOUNT" means the aggregate
         initial principal amount of the Class A-2 Investor Notes, which is
         $325,000,000.

                  "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 2001-1
         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
         2001-1 Interest Period, an amount equal to the product of (i) the Class
         A-2 Note Rate for such Series 2001-1 Interest Period, (ii) the Class
         A-2 Invested Amount on the first day of such Series 2001-1 Interest
         Period, after giving effect to any principal payments made on such
         date, or, in the case of the initial Series 2001-1 Interest Period, the
         Class A-2 Initial Invested Amount and (iii) a fraction, the numerator
         of which is the number of days in such Series 2001-1 Interest Period
         and the denominator of which is 360.

                  "CLASS A-2 NOTE RATE" means, (i) with respect to the initial
         Series 2001-1 Interest Period, 2.73% per annum and (ii) with respect to
         each Series 2001-1 Interest Period thereafter, a rate per annum equal
         to One-Month LIBOR for such Series 2001-1 Interest Period plus 0.31%
         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 2001-1 Preferred
         Members in respect of their Series 2001-1 Preferred Membership
         Interests pursuant to the LLC Agreement.

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                                                                               4

                  "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 2001-1 Investor Notes.

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

                  "INDENTURE SUPPLEMENT" has the meaning set forth in the
         preamble.

                  "INTEREST SHORTFALL" is defined in SECTION 5A.3(c).

                  "LIBOR DETERMINATION DATE" means, with respect to any Series
         2001-1 Interest Period, the second London Business Day next preceding
         the first day of such Series 2001-1 Interest Period.

                  "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.

                  "MONTHLY INTEREST PAYMENT" is defined in SECTION 5A.4(c)(v).

                  "ONE-MONTH LIBOR" means, for each Series 2001-1 Interest
         Period, the rate per annum determined on the related LIBOR
         Determination Date by the Calculation Agent to be the rate for Dollar
         deposits having a maturity equal to one month that appears on Telerate
         Page 3750 at approximately 11:00 a.m., London time, on such LIBOR
         Determination Date; PROVIDED, HOWEVER, that if such rate does not
         appear on Telerate Page 3750, One-Month LIBOR will mean, for such
         2001-1 Interest Period, the rate per annum equal to the arithmetic mean
         (rounded to the nearest one-one-hundred-thousandth of one percent) of
         the rates quoted by the Reference Banks to the Calculation Agent as the
         rates at which deposits in Dollars are offered by the Reference Banks
         at approximately 11:00 a.m., London time, on the LIBOR Determination
         Date to prime banks in the London interbank market for a period equal
         to one month; PROVIDED, FURTHER, that if fewer than two quotations are
         provided as requested by the Reference Banks, "One-Month LIBOR" for
         such Series 2001-1 Interest Period will mean the arithmetic mean
         (rounded to the nearest one-one-hundred-thousandth of one percent) of
         the rates quoted by major banks in New York, New York selected by the
         Calculation Agent, at approximately 10:00 a.m., New York City time, on
         the first day of such Series 2001-1 Interest Period for loans in
         Dollars to leading European banks for a period equal to one month;
         PROVIDED, FINALLY, that if no such quotes are provided, "One-Month
         LIBOR" for such Series 2001-1 Interest Period will mean One-Month LIBOR
         as in effect with respect to the preceding Series 2001-1 Interest
         Period.

                  "OUTSTANDING" means, with respect to the Series 2001-1
         Investor Notes, all Series 2001-1 Investor Notes theretofore
         authenticated and delivered under the Indenture, EXCEPT (a) Series
         2001-1 Investor Notes theretofore canceled or delivered to the Transfer
         Agent and Registrar for cancellation, (b) Series 2001-1 Investor Notes
         which have not

<Page>
                                                                               5

         been presented for payment but funds for the payment of which are on
         deposit in the Series 2001-1 Distribution Account and are available for
         payment of such Series 2001-1 Investor Notes, and Series 2001-1
         Investor Notes which are considered paid pursuant to SECTION 11.1 of
         the Base Indenture, or (c) Series 2001-1 Investor Notes in exchange for
         or in lieu of other Series 2001-1 Investor Notes which have been
         authenticated and delivered pursuant to the Indenture unless proof
         satisfactory to the Indenture Trustee is presented that any such Series
         2001-1 Investor Notes are held by a purchaser for value.

                  "PAYMENT DATE" means the 7th day of each month, or if such
         date is not a Business Day, the next succeeding Business Day,
         commencing November 7, 2001.

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

                  "PREPAYMENT DATE" is defined in ARTICLE 4.

                  "RATING AGENCIES" means, with respect to the Series 2001-1
         Investor Notes, Standard & Poor's, Moody's and any other nationally
         recognized rating agency rating the Series 2001-1 Investor Notes at the
         request of the Issuer.

                  "RATING AGENCY CONDITION" means, with respect to any action
         specified herein as requiring satisfaction of the Rating Agency
         Condition, that each Rating Agency shall have been given 10 days' (or
         such shorter period as shall be acceptable to each Rating Agency) prior
         notice thereof and that each of the Rating Agencies shall have notified
         the Issuer and the Indenture Trustee in writing that such action will
         not result in a reduction or withdrawal of the then current rating of
         the Series 2001-1 Investor Notes or of any Series 2001-1 Preferred
         Membership Interests.

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

                  "REFERENCE BANKS" means four major banks in the London
         interbank market selected by the Calculation Agent.

                  "SERIES 2001-1" means Series 2001-1, the Principal Terms of
         which are set forth in this Indenture Supplement.

                  "SERIES 2001-1 ADMINISTRATOR FEE" is defined in SECTION 5.2.

                  "SERIES 2001-1 ALLOCATED ADJUSTED AGGREGATE UNIT BALANCE"
         means, as of any date of determination, the product of (a) the Adjusted
         Aggregate Unit Balance and (b) the percentage equivalent of a fraction
         the numerator of which is the Series 2001-1 Required Asset Amount as of
         such date and the denominator of which is the sum of (x) the Series
         2001-1 Required Asset Amount and (y) the aggregate Required Asset
         Amounts with respect to each other Series of Investor Notes as of such
         date, including all Series of Investor Notes that have been paid in
         full but as to which the Amortization Period shall have not ended.

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                                                                               6

                  "SERIES 2001-1 ALLOCATED ASSET AMOUNT DEFICIENCY" means, as of
         any date of determination, the amount, if any, by which the Series
         2001-1 Allocated Adjusted Aggregate Unit Balance is less than the
         Series 2001-1 Required Asset Amount as of such date.

                  "SERIES 2001-1 AMORTIZATION PERIOD" means the period beginning
         at the earlier of (a) the close of business on the Business Day
         immediately preceding the day on which an Amortization Event is deemed
         to have occurred with respect to the Series 2001-1 Investor Notes and
         (b) the close of business on the Period End Date in January 2003 and
         ending on the date when (i) the Series 2001-1 Investor Notes are fully
         paid, (ii) all dividends accrued and accumulated on the Series 2001-1
         Preferred Membership Interests shall have been declared and paid in
         full, (iii) the Series 2001-1 Preferred Membership Interests shall have
         been redeemed in accordance with their terms and (iv) all amounts owing
         in respect of the Series 2001-1 Preferred Membership Interests under
         the Series 2001-1 Preferred Membership Interest Purchase Agreement
         shall have been paid in full by the Issuer.

                  "SERIES 2001-1 AVAILABLE EXCESS COLLECTIONS AMOUNT" means, on
         any Business Day during the period commencing on a Period End Date to
         but excluding the next succeeding Settlement Date, an amount equal to
         the excess, if any, of (a) the amount deposited in the Series 2001-1
         General Collection Subaccount during the immediately preceding Monthly
         Period pursuant to SECTION 5A.2(a) over (b) the sum of (i) the amounts
         to be distributed from the Series 2001-1 Settlement Collection
         Subaccount pursuant to paragraphs (i) through (xii) of SECTION 5A.4(c)
         on such Settlement Date, and (ii) any amounts owing in respect of the
         Series 2001-1 Preferred Membership Interests under the Series 2001-1
         Preferred Membership Interest Purchase Agreement on such Settlement
         Date.

                  "SERIES 2001-1 BASIC SERVICING FEE" is defined in SECTION 5.1.

                  "SERIES 2001-1 CLOSING DATE" means October 25, 2001.

                  "SERIES 2001-1 COLLATERAL" means the Collateral, the Series
         2001-1 Reserve Account, the Series 2001-1 Yield Supplement Account, the
         Series 2001-1 Distribution Account and the Series 2001-1 Lease Rate
         Caps.

                  "SERIES 2001-1 COLLECTION SUBACCOUNT" is defined in SECTION
         5A.1(a).

                  "SERIES 2001-1 DISTRIBUTION ACCOUNT" is defined in SECTION
         5A.10(a).

                  "SERIES 2001-1 ELIGIBLE COUNTERPARTY" means a financial
         institution having on the date of any acquisition of a Lease Rate Cap
         short-term debt ratings of at least A-1 by Standard & Poor's and P-1 by
         Moody's and long-term unsecured debt ratings of at least A+ by Standard
         & Poor's and Aa3 by Moody's.

                  "SERIES 2001-1 EXCESS FLEET RECEIVABLE AMOUNT" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 2001-1 Invested Percentage

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                                                                               7

         during the immediately preceding Monthly Period and (b) the Excess
         Fleet Receivable Amount for such Settlement Date.

                  "SERIES 2001-1 GAIN ON SALE ACCOUNT PERCENTAGE" means 10%.

                  "SERIES 2001-1 GLOBAL NOTES" is defined in SECTION 6.2.

                  "SERIES 2001-1 HYPOTHETICAL YIELD SHORTFALL AMOUNT" means, for
         any Settlement Date, an amount equal to the product of (x) the excess,
         if any, of the Series 2001-1 Minimum Yield Rate for such Settlement
         Date over the CP Rate as of the last day of the immediately preceding
         Monthly Period, (y) the Series 2001-1 Invested Percentage on such
         Settlement Date of the aggregate Lease Balance of all Floating Rate
         Leases as of the last day of the immediately preceding Monthly Period
         and (z) 2.75.

                  "SERIES 2001-1 INITIAL INVESTED AMOUNT" means the sum of the
         Class A-1 Initial Invested Amount and the Class A-2 Initial Invested
         Amount.

                  "SERIES 2001-1 INTEREST PERIOD" means a period commencing on
         and including a Payment Date and ending on and including the day
         preceding the next succeeding Payment Date; PROVIDED, HOWEVER, that the
         initial Series 2001-1 Interest Period shall commence on and include the
         Series 2001-1 Closing Date and end on and include November 6, 2001.

                  "SERIES 2001-1 INVESTED AMOUNT" means, as of any date of
         determination, the sum of the Class A-1 Invested Amount and the Class
         A-2 Invested Amount as of such date.

                  "SERIES 2001-1 INVESTED PERCENTAGE" means, with respect to any
         Business Day (i) during the Series 2001-1 Revolving Period, the
         percentage equivalent (which percentage shall never exceed 100%) of a
         fraction the numerator of which shall be equal to the Series 2001-1
         Allocated Adjusted Aggregate Unit Balance as of the end of the
         immediately preceding Business Day and the denominator of which is the
         sum of the numerators used to determine invested percentages for
         allocations for all Series of Investor Notes (and all classes of such
         Series of Investor Notes), including all Series of Investor Notes that
         have been paid in full but as to which the Amortization Period has not
         ended, as of the end of such immediately preceding Business Day or (ii)
         during the Series 2001-1 Amortization Period, the percentage equivalent
         (which percentage shall never exceed 100%) of a fraction the numerator
         of which shall be equal to the Series 2001-1 Allocated Adjusted
         Aggregate Unit Balance as of the end of the Series 2001-1 Revolving
         Period, and the denominator of which is the sum of the numerators used
         to determine invested percentages for allocations for all Series of
         Investor Notes (and all classes of such Series of Investor Notes),
         including all Series of Investor Notes that have been paid in full but
         as to which the Amortization Period has not ended, as of the end of the
         immediately preceding Business Day.

                  "SERIES 2001-1 INVESTOR NOTEHOLDER" means, collectively, the
         Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders.

<Page>
                                                                               8

                  "SERIES 2001-1 INVESTOR NOTE OWNER" means, with respect to a
         Series 2001-1 Global Note, the Person who is the beneficial owner of an
         interest in such Series 2001-1 Global Note, as reflected on the books
         of DTC, or on the books of a Person maintaining an account with DTC
         (directly as a Clearing Agency Participant or as an indirect
         participant, in each case in accordance with the rules of DTC).

                  "SERIES 2001-1 INVESTOR NOTES" means, collectively, the Class
         A-1 Investor Notes and the Class A-2 Investor Notes.

                  "SERIES 2001-1 JUNIOR PREFERRED MEMBERSHIP INTERESTS" means
         the Junior Preferred Membership Interests relating to the Series 2001-1
         Investor Notes, if any, issued by the Issuer pursuant to the LLC
         Agreement.

                  "SERIES 2001-1 LEASE RATE CAP" means one or more interest rate
         caps, substantially in the form of EXHIBIT C, from a Series 2001-1
         Eligible Counterparty.

                  "SERIES 2001-1 LIQUID CREDIT ENHANCEMENT DEFICIENCY" means, on
         any date of determination, the amount by which the Series 2001-1
         Reserve Account Amount is less than the Series 2001-1 Required Reserve
         Account Amount.

                  "SERIES 2001-1 MINIMUM YIELD RATE" means, for any Settlement
         Date, a rate per annum equal to the sum of (i) the Series 2001-1
         Weighted Average Cost of Funds for such Settlement Date, (ii) 0.225%
         and (iii) 0.48%.

                  "SERIES 2001-1 MONTHLY INTEREST" means, with respect to any
         Series 2001-1 Interest Period, the sum of Class A-1 Monthly Interest
         and Class A-2 Monthly Interest for such Series 2001-1 Interest Period.

                  "SERIES 2001-1 MONTHLY RESIDUAL VALUE GAIN" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 2001-1 Invested Percentage during the immediately
         preceding Monthly Period and (b) the Monthly Residual Value Gain for
         such Settlement Date.

                  "SERIES 2001-1 NOTE RATE" means the Class A-1 Note Rate or the
         Class A-2 Note Rate, as the context may require.

                  "SERIES 2001-1 NOTE TERMINATION DATE" means the date on which
         the Series 2001-1 Investor Notes are fully paid.

                  "SERIES 2001-1 PREFERRED MEMBER DISTRIBUTION ACCOUNT" means
         the account established in respect of the Series 2001-1 Preferred
         Membership Interests pursuant to the LLC Agreement.

                  "SERIES 2001-1 PREFERRED MEMBERS" means the registered holders
         of the Series 2001-1 Preferred Membership Interests.

                  "SERIES 2001-1 PREFERRED MEMBERSHIP INTEREST PURCHASE
         AGREEMENT" means, collectively, one or more purchase agreements among
         the Issuer, one or more purchasers

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                                                                               9

         of the Series 2001-1 Senior Preferred Membership Interests thereunder,
         the funding agents of such purchasers, one or more banks or other
         financial institutions providing liquidity funding to such purchasers
         and the Administrator, as the same may from time to time be amended,
         supplemented or otherwise modified in accordance with its terms, and
         one or more purchase agreements relating to the Series 2001-1 Junior
         Preferred Membership Interests among the Issuer, one or more purchasers
         of the Series 2001-1 Junior Preferred Membership Interests and the
         Administrator, as the same may from time to time be amended,
         supplemented or otherwise modified in accordance with its terms.

                  "SERIES 2001-1 PREFERRED MEMBERSHIP INTERESTS" means the
         Series 2001-1 Senior Preferred Membership Interests and the Series
         2001-1 Junior Preferred Membership Interests, if any.

                  "SERIES 2001-1 PRINCIPAL COLLECTION SUBACCOUNT" is defined in
         SECTION 5A.1(a).

                  "SERIES 2001-1 PRINCIPAL PAYMENT AMOUNT" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 2001-1 Invested Percentage during the immediately
         preceding Monthly Period and (b) the Principal Payment Amount for such
         Settlement Date.

                  "SERIES 2001-1 REQUIRED ASSET AMOUNT" means, as of any date of
         determination, the sum of the Series 2001-1 Invested Amount and the
         Series 2001-1 Required Overcollateralization Amount as of such date.

                  "SERIES 2001-1 REQUIRED ENHANCEMENT AMOUNT" means, on any
         date, the Series 2001-1 Required Percentage on such date of the Series
         2001-1 Initial Invested Amount plus; 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
         2001-1 Invested Percentage as the last day of the Monthly Period
         immediately preceding such Settlement Date and (b) 90% of the amount by
         which the Aggregate Residual Value Amount exceeded the Excess Residual
         Value Amount, in each case, as of that date; PROVIDED, however, that,
         after the declaration or occurrence of an Amortization Event, the
         Series 2001-1 Required Enhancement Amount shall equal the Series 2001-1
         Required Enhancement Amount on the date of the declaration or
         occurrence of such Amortization Event.

                  "SERIES 2001-1 REQUIRED INVESTOR NOTEHOLDERS" means Series
         2001-1 Investor Noteholders holding more than 50% of the Series 2001-1
         Invested Amount (excluding any Series 2001-1 Investor Notes held by the
         Issuer or any Affiliate of the Issuer).

                  "SERIES 2001-1 REQUIRED LEASE RATE CAP" means one or more
         Series 2001-1 Lease Rate Caps having, in the aggregate, a notional
         amount on each Payment Date equal to the lesser of (x) the average
         daily Series 2001-1 Invested Percentage during the Monthly Period
         immediately preceding such Payment Date of the aggregate Lease Balance
         of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of
         the last day of the immediately preceding Monthly Period that were not
         Fixed Rate Leases when initially allocated to the Lease SUBI Portfolio
         or on the Series 2001-1 Closing Date, plus,

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                                                                              10

         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 2001-1 Invested Amount and the aggregate
         stated liquidation preference of the Series 2001-1 Preferred Membership
         Interests on such Payment Date and an effective strike rate based on
         the eurodollar rate set forth therein in effect on the dates set forth
         therein at the most equal to the weighted average fixed rate of
         interest on such Fixed Rate Leases minus 0.65% per annum.

                  "SERIES 2001-1 REQUIRED OVERCOLLATERALIZATION AMOUNT" means,
         on any date of determination during an Accrual Period, the amount by
         which the Series 2001-1 Required Enhancement Amount exceeds the sum of
         (a) the Series 2001-1 Reserve Account Amount and (b) the amount on
         deposit in the Series 2001-1 Principal Collection Subaccount on such
         date (excluding any amounts deposited therein pursuant to Section
         5A.2(d) during the Monthly Period commencing after the first day of
         such Accrual Period).

                  "SERIES 2001-1 REQUIRED PERCENTAGE" means, on any date of
         determination, 15.9425% 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 2001-1 Required
                        Percentage on such date will equal 14.9425% or

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

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

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

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

                  (iv)  the Twelve Month Average Residual Value Loss Ratio
                        exceeded 10.00%;
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                                                                              11

                  (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 2001-1 Required
                        Percentage on such date will equal 16.9425%.

                  "SERIES 2001-1 REQUIRED RESERVE ACCOUNT AMOUNT" means an
         amount equal to 2.2538% of the Series 2001-1 Initial Invested Amount.

                  "SERIES 2001-1 REQUIRED YIELD SUPPLEMENT AMOUNT" means, on any
         Settlement Date, the excess, if any, of (a) the Series 2001-1 Yield
         Shortfall Amount for such Settlement Date over (b) 70% of the product
         of (x) the Series 2001-1 Invested Percentage on such Settlement Date
         and (y) the Class X 1999-1B Invested Amount as of such Settlement Date
         (after giving effect to any increase thereof on such Settlement Date);
         PROVIDED, HOWEVER that upon the occurrence of a Receivable Purchase
         Termination Event, the Series 2001-1 Required Yield Supplement Amount
         on any Settlement Date will equal the Series 2001-1 Yield Shortfall
         Amount for such Settlement Date.

                  "SERIES 2001-1 RESERVE ACCOUNT" is defined in SECTION 5A.8(a).

                  "SERIES 2001-1 RESERVE ACCOUNT AMOUNT" means, on any date of
         determination, the amount on deposit in the Series 2001-1 Reserve
         Account and available for withdrawal therefrom.

                  "SERIES 2001-1 RESERVE ACCOUNT SURPLUS" means, on any date of
         determination, the amount, if any, by which the Series 2001-1 Reserve
         Account Amount exceeds the Series 2001-1 Required Reserve Account
         Amount.

                  "SERIES 2001-1 REVOLVING PERIOD" means the period from and
         including the Series 2001-1 Closing Date to but excluding the
         commencement of the Series 2001-1 Amortization Period.

                  "SERIES 2001-1 SENIOR PREFERRED MEMBERSHIP INTERESTS" means
         each series of Senior Preferred Membership Interests relating to the
         Series 2001-1 Investor Notes issued by the Issuer pursuant to the LLC
         Agreement.

                  "SERIES 2001-1 SUPPLEMENTAL SERVICING FEE" is defined in
         SECTION 5.1.

                  "SERIES 2001-1 SERVICING FEE PERCENTAGE" is defined in SECTION
         5.1.

                  "SERIES 2001-1 SETTLEMENT COLLECTION SUBACCOUNT" is defined in
         SECTION 5A.1(a).

                  "SERIES 2001-1 SUBACCOUNTS" is defined in SECTION 5A.1(a).

                  "SERIES 2001-1 WEIGHTED AVERAGE COST OF FUNDS" means, for any
         Settlement Date, the product of (a) the quotient of the sum of (i) the
         aggregate amount of interest payable on the Series 2001-1 Investor
         Notes on such Settlement Date and (ii) the

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                                                                              12

         aggregate amount of dividends payable on the Series 2001-1 Preferred
         Membership Interests on such Settlement Date, DIVIDED by the sum of (i)
         the Series 2001-1 Invested Amount as of the first day of the
         immediately preceding Series 2001-1 Interest Period and (ii) the
         aggregate stated liquidation preference of the Series 2001-1 Preferred
         Membership Interests as of such day and (b) a fraction, the numerator
         of which is 360 and the denominator of which is the number of days in
         the Series 2001-1 Interest Period ending on such Settlement Date.

                  "SERIES 2001-1 WEIGHTED AVERAGE YIELD SHORTFALL" means, for
         any Settlement Date, the excess, if any, of (a) the Series 2001-1
         Minimum Yield Rate for such Settlement Date over (b) the Series 2001-1
         Weighted Average Yield Shortfall Lease Yield for such Settlement Date.

                  "SERIES 2001-1 WEIGHTED AVERAGE YIELD SHORTFALL LEASE YIELD"
         means, for any Settlement Date, the quotient of the sum of the product
         with respect to each Series 2001-1 Yield Shortfall Lease of (a) the
         actual or implicit finance charge rate applicable to such Series 2001-1
         Yield Shortfall Lease and (b) the Net Book Value of the Leased Vehicle
         subject to such Series 2001-1 Yield Shortfall Lease as of the last day
         of the immediately preceding Monthly Period DIVIDED by the aggregate
         Net Book Value of the Leased Vehicles subject to all of the Series
         2001-1 Yield Shortfall Leases as of the last day of the immediately
         preceding Monthly Period.

                  "SERIES 2001-1 WEIGHTED AVERAGE YIELD SHORTFALL LIFE" means,
         for any Settlement Date, 50% of the weighted (on the basis of Net Book
         Value of the related Leased Vehicle) average Assumed Lease Term of the
         Series 2001-1 Yield Shortfall Leases, assuming that all scheduled lease
         payments are made thereon when scheduled and that the Obligors
         thereunder do not elect to convert such Series 2001-1 Yield Shortfall
         Leases to Fixed Rate Leases, as of the last day of the immediately
         preceding Monthly Period.

                  "SERIES 2001-1 YIELD SHORTFALL AMOUNT" means, for any
         Settlement Date, (i) if the Series 2001-1 Hypothetical Yield Shortfall
         Amount for such Settlement Date is less than 70% of the product of the
         Series 2001-1 Invested Percentage and the Class X 1999-1B Invested
         Amount as of such Settlement Date (after giving effect to any increase
         thereof on such Settlement Date), an amount equal to the Series 2001-1
         Hypothetical Yield Shortfall Amount and (ii) otherwise, an amount equal
         to the product of (x) the Series 2001-1 Weighted Average Yield
         Shortfall for such Settlement Date, (y) the Series 2001-1 Invested
         Percentage on such Settlement Date of the aggregate Lease Balance of
         all Series 2001-1 Yield Shortfall Leases as of the last day of the
         immediately preceding Monthly Period and (z) the Series 2001-1 Weighted
         Average Yield Shortfall Life for such Settlement Date.

                  "SERIES 2001-1 YIELD SHORTFALL LEASE" means, as of any
         Settlement Date, each Unit Lease that is a Floating Rate Lease with an
         actual or implicit finance charge rate of less than the Series 2001-1
         Minimum Yield Rate as of the last day of the immediately preceding
         Monthly Period.

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                                                                              13

                  "SERIES 2001-1 YIELD SUPPLEMENT ACCOUNT" is defined in SECTION
         5A.9(a).

                  "SERIES 2001-1 YIELD SUPPLEMENT ACCOUNT AMOUNT" means, on any
         date of determination, the amount on deposit in the Series 2001-1 Yield
         Supplement Account and available for withdrawal therefrom.

                  "SERIES 2001-1 YIELD SUPPLEMENT ACCOUNT SURPLUS" means, on any
         date of determination, the amount, if any, by which the Series 2001-1
         Yield Supplement Account Amount exceeds the Series 2001-1 Required
         Yield Supplement Amount.

                  "SERIES 2001-1 YIELD SUPPLEMENT DEFICIENCY" means, on any date
         of determination, the amount by which the Series 2001-1 Yield
         Supplement Account Amount is less than the Series 2001-1 Required Yield
         Supplement Amount.

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

                  "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 2001-1 General Collection
         Subaccount pursuant to SECTION 5A.2(a) during the immediately preceding
         Monthly Period, (ii) an amount equal to the product of the average
         daily Series 2001-1 Invested Percentage during such Monthly Period and
         the amount of the Unit Repurchase Payments paid by the Servicer and/or
         SPV on such Settlement Date, (iii) an amount equal to the product of
         the average daily Series 2001-1 Invested Percentage during such Monthly
         Period and the amount of the Monthly Servicer Advance made by the
         Servicer on such Settlement Date, (iv) an amount equal to the product
         of the average daily Series 2001-1 Invested Percentage during such
         Monthly Period and the amount withdrawn from the Gain on Sale Account
         pursuant to Section 5.2(e) of the Base Indenture on the Transfer Date
         immediately preceding such Settlement Date and (v) the investment
         income on amounts on deposit in the Series 2001-1 Principal Collection
         Subaccount and the Series 2001-1 General Collection Subaccount
         transferred to the Series 2001-1 Settlement Collection Subaccount on
         such Settlement Date pursuant to SECTION 5A.1(b) over (b) the amount
         withdrawn from the Series 2001-1 General Collection Subaccount pursuant
         to Section 5A.2(f) during the period commencing on the Period End Date
         immediately preceding such Settlement Date to but excluding such
         Settlement Date.

                                   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 2001-1
Investor Notes:

                  Section 5A.1 ESTABLISHMENT OF SERIES 2001-1 SUBACCOUNTS.

<Page>
                                                                              14

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 2001-1 Investor
Noteholders (i) a subaccount of the Collection Account (the "Series 2001-1
Collection Subaccount"); and (ii) three subaccounts of the Series 2001-1
Collection Subaccount: (1) the Series 2001-1 General Collection Subaccount, (2)
the Series 2001-1 Principal Collection Subaccount and (3) the Series 2001-1
Settlement Collection Subaccount (respectively, the "Series 2001-1 General
Collection Subaccount," the "Series 2001-1 Principal Collection Subaccount" and
the "Series 2001-1 Settlement Collection Subaccount"); the accounts established
pursuant to this Section 5A.1(a), collectively, the "Series 2001-1
Subaccounts"), each Series 2001-1 Subaccount to bear a designation indicating
that the funds deposited therein are held for the benefit of the Series 2001-1
Investor Noteholders. The Indenture Trustee shall possess all right, title and
interest in all moneys, instruments, securities and other property on deposit
from time to time in the Series 2001-1 Subaccounts and the proceeds thereof for
the benefit of the Series 2001-1 Investor Noteholders. The Series 2001-1
Subaccounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Series 2001-1 Investor Noteholders.

                  (b) The Issuer shall instruct the institution maintaining the
Collection Account in writing to invest funds on deposit in the Series 2001-1
Subaccounts at all times in Permitted Investments selected by the Issuer (by
standing instructions or otherwise); provided, however, that funds on deposit in
a Series 2001-1 Subaccounts may be invested together with funds held in other
subaccounts of the Collection Account. Amounts on deposit and available for
investment in the Series 2001-1 General Collection Subaccount shall be invested
by the Indenture Trustee at the written direction of the Issuer in Permitted
Investments that mature, or that are payable or redeemable upon demand of the
holder thereof, on or prior to the Business Day immediately preceding the next
Payment Date. Amounts on deposit and available for investment in the Series
2001-1 Principal Collection Subaccount shall be invested by the Indenture
Trustee at the written direction of the Issuer in Permitted Investments that
mature, or that are payable or redeemable upon demand of the holder thereof, (i)
in the case of any such investment made during the Series 2001-1 Revolving
Period, on or prior to the next Business Day and (ii) in the case of any such
investment made on any day during the Series 2001-1 Amortization Period, on or
prior to the Business Day immediately preceding the next Payment Date. On each
Settlement Date, all interest and other investment earnings (net of losses and
investment expenses) on funds deposited in the Series 2001-1 Principal
Collection Subaccount and the Series 2001-1 General Collection Subaccount shall
be deposited in the Series 2001-1 Settlement Collection Subaccount. The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of)
any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of principal of such Permitted Investment. In
the absence of written direction as provided hereunder, all funds on deposit in
the Collection Account shall remain uninvested.

                  Section 5A.2 ALLOCATIONS WITH RESPECT TO THE SERIES 2001-1
INVESTOR NOTES.

                  (a) Prior to 1:00 P.M., New York City time, on each Deposit
Date, the Administrator shall direct the Indenture Trustee in writing to
allocate to the Series 2001-1 Investor Noteholders and deposit in the Series
2001-1 General Collection Subaccount an amount equal to the product of the
Series 2001-1 Invested Percentage on such Deposit Date and the Collections
deposited into the Collection Account on such Deposit Date.

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                                                                              15

                  (b) On the Series 2001-1 Closing Date, the Indenture Trustee
shall (i) deposit in the Series 2001-1 Settlement Collection Subaccount
$904,849.90 from the net proceeds from the sale of the Series 2001-1 Investor
Notes and (ii) deposit the remainder of the net proceeds from the sale of the
Series 2001-1 Investor Notes in the Series 2001-1 Principal Collection
Subaccount.

                  (c) On each Determination Date, the Administrator shall direct
the Indenture Trustee in writing to allocate to the Series 2001-1 Investor
Noteholders and deposit in the Series 2001-1 Settlement Collection Subaccount on
the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale
Account on such Transfer Date, in an amount equal to the product of the average
daily Series 2001-1 Invested Percentage during the immediately preceding Monthly
Period and the amount withdrawn from the Gain on Sale Account pursuant to
Section 5.2(e) of the Base Indenture on such Transfer Date.

                  (d) On each Determination Date, the Administrator shall direct
the Indenture Trustee in writing to allocate to the Series 2001-1 Investor
Noteholders and deposit in the Series 2001-1 Settlement Collection Subaccount on
the immediately succeeding Settlement Date the following amounts:

                  (i) any Unit Repurchase Payments made by the Servicer and/or
         SPV, in an amount equal to the product of the average daily Series
         2001-1 Invested Percentage during the immediately preceding Monthly
         Period and the amount of such Unit Repurchase Payments;

                  (ii) the Monthly Servicer Advance made by the Servicer, in an
         amount equal to the product of the average daily Series 2001-1 Invested
         Percentage during the immediately preceding Monthly Period and the
         amount of such Monthly Servicer Advance;

                  (iii) payments made under the Lease Rate Caps maintained by
         the Issuer pursuant to SECTIONS 5A.11(a) and (b), in an amount equal to
         the product of the average daily Series 2001-1 Invested Percentage
         during the immediately preceding Monthly Period and the amount of such
         payments; and

                  (iv) all payments made to the Indenture Trustee under the
         Series 2001-1 Lease Rate Cap.

                  (e) During the Series 2001-1 Revolving Period, the
Administrator may direct the Indenture Trustee in writing on any Business Day to
withdraw amounts on deposit in the Series 2001-1 Principal Collection Subaccount
for either of the following purposes:

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

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

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                                                                              16

                  (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 2001-1 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 2001-1 Preferred Membership Interests under the Series
2001-1 Preferred Membership Interest Purchase Agreement on such Settlement Date,
the Administrator may direct the Indenture Trustee in writing to withdraw from
the Series 2001-1 General Collection Subaccount and pay to the Issuer the Series
2001-1 Available Excess Collections Amount for such Business Day.

                  Section 5A.3 DETERMINATION OF INTEREST.

                  (a) Chase is hereby appointed Calculation Agent for the
purpose of determining the Series 2001-1 Note Rates for each Series 2001-1
Interest Period. On each LIBOR Determination Date, the Calculation Agent shall
determine the Series 2001-1 Note Rate for each Class of Series 2001-1 Investor
Notes for the next succeeding Series 2001-1 Interest Period and deliver notice
of such Series 2001-1 Note Rates to the Indenture Trustee. On each LIBOR
Determination Date, the Indenture Trustee shall deliver to the Administrator
notice of the Series 2001-1 Note Rate for each Class of Series 2001-1 Investor
Notes for the next succeeding Series 2001-1 Interest Period.

                  (b) Until the Administrator shall give the Indenture Trustee
written notice that neither Class of the Series 2001-1 Investor Notes is listed
on the Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct
the Calculation Agent to, cause (i) the Series 2001-1 Note Rate applicable to
each Class of the Series 2001-1 Investor Notes for the next succeeding Series
2001-1 Interest Period, the number of days in such Series 2001-1 Interest
Period, the Payment Date for such Series 2001-1 Interest Period and the amount
of interest payable on each Class of Series 2001-1 Investor Notes on such
Payment Date to be (A) communicated to DTC, 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"), of (i) the sum of (A)
the Series 2001-1 Monthly Interest for the Series 2001-1 Interest Period ending
on the next succeeding Payment Date and (B) the amount of any unpaid Interest
Shortfall, as of the preceding Payment Date (together with any Additional
Interest on such Interest Shortfall) OVER (ii) the amount which will be
available to pay such amount in accordance with SECTION 5A.4(c) on such Payment
Date. If the Interest Shortfall with respect to any Payment Date is greater than
zero, payments of interest to the Series 2001-1 Investor Noteholders will be
reduced on a PRO RATA basis by the amount of the Interest Shortfall. The portion
of the Interest Shortfall allocable to each Class of Series 2001-1 Investor
Notes shall be referred to as the "CLASS A-1 INTEREST SHORTFALL AMOUNT" and the
"CLASS A-2 INTEREST SHORTFALL AMOUNT", respectively. An additional amount of
interest ("ADDITIONAL INTEREST") shall accrue on the Class A-1 Interest
Shortfall Amount and the Class A-2 Interest Shortfall Amount for each Series
2001-1 Interest Period at the applicable Series 2001-1 Note Rate for such Series
2001-1 Interest Period. Until the Administrator shall give the Indenture Trustee
written notice that

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                                                                              17

neither Class of the Series 2001-1 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 2001-1 Investor Notes, the amount of interest to be paid on any Class of
the Series 2001-1 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
2001-1 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 facsimile to 352 2626 5155, attention: Carlo Oly.

                  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 2001-1 General
Collection Subaccount and allocate to the Series 2001-1 Settlement Collection
Subaccount an amount equal to Total Cash Available for such Settlement Date
(less an amount equal to the investment income from the Series 2001-1 General
Collection Subaccount and the Series 2001-1 Principal Collection Subaccount
transferred to the Series 2001-1 Settlement Collection Subaccount pursuant to
SECTION 5A.1(b)).

                  (b) (i) If the Administrator determines that the aggregate
amount distributable from the Series 2001-1 Settlement Collection Subaccount
pursuant to paragraphs (i) through (ix) of Section 5A.4(c) on any Payment Date
exceeds the Total Cash Available for such Payment Date (the "Deficiency"), the
Administrator shall notify the Indenture Trustee thereof in writing at 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 2001-1 Reserve Account and deposit in the Series 2001-1 Settlement
Collection Subaccount an amount equal to the least of (x) such Deficiency, (y)
the product of the average daily Series 2001-1 Invested Percentage during the
immediately preceding Monthly Period and Aggregate Net Lease Losses for such
Monthly Period and (z) the Series 2001-1 Reserve Account Amount and, to the
extent that such amount is less than the Deficiency, withdraw from the Series
2001-1 Yield Supplement Account and deposit in the Series 2001-1 Settlement
Collection Subaccount an amount equal to the lesser of the amount of such
insufficiency and the Series 2001-1 Yield Supplement Account Amount. If the
Deficiency with respect to any Payment Date exceeds the amounts to be withdrawn
from the Series 2001-1 Reserve Account and the Series 2001-1 Yield Supplement
Account pursuant to the immediately preceding sentence, the Administrator shall
instruct the Indenture Trustee in writing at or before 10:00 a.m., New York City
time, on the Business Day immediately preceding such Payment Date, and the
Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York
City time, on such Payment Date, withdraw from the Series 2001-1 Reserve Account
and deposit in the Series 2001-1 Settlement Collection Subaccount an amount
equal to the lesser of (x) the remaining portion of the Deficiency and (y) the
Series 2001-1 Reserve Account Amount (after giving effect to the withdrawal
described in the immediately preceding sentence).

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                                                                              18

                  (ii) If the Administrator determines that (A) the amount to be
         deposited in the Series 2001-1 Distribution Account in accordance with
         Section 5A.4(c)(ix) and paid to the Class A-1 Investor Noteholders
         pursuant to Section 5A.6 on the Class A-1 Final Maturity Date is less
         than the Class A-1 Invested Amount or (B) the amount to be deposited in
         the Series 2001-1 Distribution Account in accordance with Section
         5A.4(c)(ix) and paid to the Class A-2 Investor Noteholders pursuant to
         Section 5A.6 on the Class A-2 Final Maturity Date is less than the
         Class A-2 Invested Amount, the Administrator shall notify the Indenture
         Trustee thereof in writing at or before 10:00 a.m., New York City time,
         on the Business Day immediately preceding such Final Maturity Date, and
         the Indenture Trustee shall, in accordance with such notice, by 11:00
         a.m., New York City time, on such Final Maturity Date, withdraw from
         the Series 2001-1 Reserve Account and deposit in the Series 2001-1
         Distribution Account an amount equal to the lesser of such
         insufficiency and the Series 2001-1 Reserve Account Amount (after
         giving effect to any withdrawal therefrom pursuant to Section
         5A.4(b)(i) on such Final Maturity Date). In addition, if the Series
         2001-1 Reserve Account Amount is less than such insufficiency on the
         Class A-2 Final Maturity Date, the Administrator shall notify the
         Indenture Trustee thereof in writing at or before 10:00 a.m., New York
         City time, on the Business Day immediately preceding the Class A-2
         Final Maturity Date, and the Indenture Trustee shall, in accordance
         with such notice, by 11:00 a.m., New York City time, on the Class A-2
         Final Maturity Date, withdraw from the Series 2001-1 Yield Supplement
         Account and deposit in the Series 2001-1 Distribution Account an amount
         equal to the lesser of such remaining insufficiency and the Series
         2001-1 Yield Supplement Account Amount (after giving effect to any
         withdrawal therefrom pursuant to Section 5A.4(b)(i) on the Class A-2
         Final Maturity Date).

                  (c) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 2001-1
Investor Notes, the Indenture Trustee shall apply the following amounts
allocated to, or deposited in, the Series 2001-1 Settlement Collection
Subaccount on such Payment Date in the following order of priority:

                  (i) to SPV, an amount equal to the Series 2001-1 Excess Fleet
         Receivable Amount, if any, for such Payment Date;

                  (ii) to the Gain On Sale Account, an amount equal to the
         Series 2001-1 Monthly Residual Value Gain, if any, for such Payment
         Date;

                  (iii) to the Servicer, an amount equal to the product of the
         Monthly Servicer Advance Reimbursement Amount for such Payment Date and
         the average daily Series 2001-1 Invested Percentage during the
         immediately preceding Monthly Period;

                  (iv) if VMS is not the Servicer, to the Servicer, an amount
         equal to the Series 2001-1 Basic Servicing Fee for the Series 2001-1
         Interest Period ending on such Payment Date PLUS, on the first Payment
         Date following the transfer of the servicing from VMS to a successor
         Servicer pursuant to Section 9.1 of the Series 1999-1 SUBI Servicing
         Supplement, to the extent not reimbursed by VMS, the reasonable costs
         and expenses of the successor Servicer incurred in connection with the
         transfer of the servicing, in an amount up to $250,000;

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                                                                              19

                  (v) to the Series 2001-1 Distribution Account, an amount equal
         to the Series 2001-1 Monthly Interest payable on such Payment Date PLUS
         the amount of any unpaid Interest Shortfall, as of the preceding
         Payment Date, together with any Additional Interest on such Interest
         Shortfall (such amount, the "MONTHLY INTEREST PAYMENT");

                  (vi) if VMS is the Servicer, to the Servicer, an amount equal
         to the Series 2001-1 Basic Servicing Fee for the Series 2001-1 Interest
         Period ending on such Payment Date;

                  (vii) to the Administrator, an amount equal to the Series
         2001-1 Administrator Fee for the Series 2001-1 Interest Period ending
         on such Payment Date;

                  (viii) other than during a Lockout Period, to the Series
         2001-1 Preferred Member Distribution Account, an amount equal to the
         Dividend Amount for such Payment Date;

                  (ix) (A) on any Payment Date immediately succeeding a Monthly
         Period falling in the Series 2001-1 Revolving Period, to the Series
         2001-1 Principal Collection Subaccount, an amount equal to the Series
         2001-1 Allocated Asset Amount Deficiency, if any, on such Payment Date,
         (B) on the earlier of (x) the second Payment Date following the January
         2003 Period End Date or (y) the first Payment Date following the
         occurrence of an Amortization Event, to the Series 2001-1 Distribution
         Account, an amount equal to the lesser of the Series 2001-1 Principal
         Payment Amount for such Payment Date and the Series 2001-1 Invested
         Amount on such Payment Date and (C) on any Payment Date on and after
         the Series 2001-1 Note Termination Date, to the Series 2001-1 Preferred
         Member Distribution Account, an amount equal to the Series 2001-1
         Principal Payment Amount for such Payment Date (or, on the Series
         2001-1 Note Termination Date, the portion thereof not deposited into
         the Series 2001-1 Distribution Account); PROVIDED, HOWEVER that on or
         after the Series 2001-1 Note Termination Date during a Lockout Period,
         the Series 2001-1 Principal Payment Amount for such Payment Date (or,
         on the Series 2001-1 Note Termination Date, the portion thereof not
         deposited into the Series 2001-1 Distribution Account) shall be applied
         by the Indenture Trustee in accordance with Section 5.4(d) of the Base
         Indenture;

                  (x) to the Series 2001-1 Reserve Account, to the extent that a
         Series 2001-1 Liquid Credit Enhancement Deficiency exists or, on any
         Payment Date immediately succeeding a Monthly Period falling in the
         Series 2001-1 Amortization Period, to the extent that a Series 2001-1
         Allocated Asset Amount Deficiency exists, an amount equal to the
         greater of such deficiencies;

                  (xi) to the Series 2001-1 Yield Supplement Account, to the
         extent that a Series 2001-1 Yield Supplement Deficiency exists (or,
         will exist after giving effect to any reduction in the Class X 1999-1B
         Invested Amount on such Payment Date), an amount equal to such
         deficiency;

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                                                                              20

                  (xii) if VMS is not the Servicer, to the Servicer, an amount
         equal to any Series 2001-1 Supplemental Servicing Fee for the Series
         2001-1 Interest Period ending on such Payment Date; and

                  (xiii) to the Series 2001-1 Preferred Member Distribution
         Account, an amount equal to the balance remaining in the Series 2001-1
         Settlement Collection Subaccount.

                  Section 5A.5 PAYMENT OF MONTHLY INTEREST PAYMENT.

                  On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to the Series 2001-1
Investor Notes, the Indenture Trustee shall, in accordance with SECTION 6.1 of
the Base Indenture, pay to the Series 2001-1 Investor Noteholders, from the
Series 2001-1 Distribution Account the Monthly Interest Payment to the extent of
the amount deposited in the Series 2001-1 Distribution Account for the payment
of interest pursuant to SECTION 5A.4(c)(v).

                  Section 5A.6 PAYMENT OF PRINCIPAL.

                  (a) The principal amount of each Class of the Series 2001-1
Investor Notes shall be due and payable on the Final Maturity Date with respect
to such Class.

                  (b) On each Payment Date on which a deposit is made to the
Series 2001-1 Distribution Account pursuant to SECTION 5A.4(c)(ix) or an amount
is deposited in the Series 2001-1 Distribution Account pursuant to SECTION
5A.4(b)(ii), based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2001-1 Investor Notes, the Indenture Trustee
shall, in accordance with SECTION 6.1 of the Base Indenture, pay during the
Series 2001-1 Amortization Period, PRO RATA to each Class A-1 Investor
Noteholder from the Series 2001-1 Distribution Account the amount deposited
therein pursuant to SECTION 5A.4(c)(ix) and SECTION 5A.4(b)(ii) in order to pay
the Class A-1 Invested Amount, and thereafter PRO RATA to each Class A-2
Investor Noteholder from the Series 2001-1 Distribution Account the amount
deposited therein pursuant to SECTION 5A.4(c)(ix) and SECTION 5A.4(b)(ii) in
order to pay the Class A-2 Invested Amount; PROVIDED HOWEVER that on any Payment
Date falling after the occurrence of an Amortization Event resulting from the
occurrence of an Event of Default described in SECTION 9.1(a), (b) or (f) of the
Base Indenture the Indenture Trustee shall pay PRO RATA to each Series 2001-1
Investor Noteholder from the Series 2001-1 Distribution Account the amounts
deposited therein pursuant to SECTION 5A.4(c)(ix) and SECTION 5A.4(b)(ii) in
order to pay the Class A-1 Invested Amount and the Class A-2 Invested Amount.

                  (c) The Indenture Trustee shall notify the Person in whose
name a Series 2001-1 Investor Note is registered at the close of business on the
Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Series 2001-1 Investor
Note will be paid. Such notice shall be made at the expense of the Administrator
and shall be mailed within three (3) Business Days of receipt of a Monthly
Settlement Statement indicating that such final payment will be made and shall
specify that such final installment will be payable only upon presentation and
surrender of such Series 2001-1 Investor Note and shall specify the place where
such Series 2001-1 Investor Note may be presented and surrendered for payment of
such installment. Notices in connection with

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                                                                              21

redemptions of Series 2001-1 Investor Notes shall be (i) transmitted by
facsimile to Series 2001-1 Investor Noteholders holding Global Notes and (ii)
sent by registered mailed to Series 2001-1 Investor Noteholders holding
Definitive Notes and shall specify that such final installment will be payable
only upon presentation and surrender of such Series 2001-1 Investor Note and
shall specify the place where such Series 2001-1 Investor Note may be presented
and surrendered for payment of such installment.

                  Section 5A.7 THE ADMINISTRATOR'S FAILURE TO INSTRUCT THE
INDENTURE TRUSTEE TO MAKE A DEPOSIT OR PAYMENT.

                  When any payment or deposit hereunder or under any other
Transaction Document is required to be made by the Indenture Trustee at or prior
to a specified time, the Administrator shall deliver any applicable written
instructions with respect thereto reasonably in advance of such specified time.
If the Administrator fails to give notice or instructions to make any payment
from or deposit into the Collection Account or any subaccount thereof required
to be given by the Administrator, at the time specified herein or in any other
Transaction Document (after giving effect to applicable grace periods), the
Indenture Trustee shall make such payment or deposit into or from the Collection
Account or such subaccount without such notice or instruction from the
Administrator; PROVIDED that the Administrator, upon request of the Indenture
Trustee, promptly provides the Indenture Trustee with all information necessary
to allow the Indenture Trustee to make such a payment or deposit in the event
that the Indenture Trustee shall take or refrain from taking action pursuant to
this SECTION 5A.7, the Administrator shall, by 5:00 p.m., New York City time, on
any day the Indenture Trustee makes a payment or deposit based on information or
direction from the Administrator, provide (i) written 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 2001-1 RESERVE ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 2001-1 Investor
Noteholders an account (the "SERIES 2001-1 RESERVE ACCOUNT"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 2001-1 Investor Noteholders. The Series 2001-1 Reserve
Account shall be an Eligible Deposit Account; PROVIDED that, if at any time such
account is not an Eligible Deposit Account, then the Indenture Trustee shall,
within 30 days of obtaining knowledge of such reduction, establish a new Series
2001-1 Reserve Account that is an Eligible Deposit Account. If the Indenture
Trustee establishes a new Series 2001-1 Reserve Account, it shall transfer all
cash and investments from the non-qualifying Series 2001-1 Reserve Account into
the new Series 2001-1 Reserve Account. Initially, the Series 2001-1 Reserve
Account will be established with The Chase Manhattan Bank.

                  (b) The Issuer may instruct the institution maintaining the
Series 2001-1 Reserve Account in writing to invest funds on deposit in the
Series 2001-1 Reserve Account from time to time in Permitted Investments
selected by the Issuer (by standing instructions or otherwise); PROVIDED,
HOWEVER, that any such investment shall mature not later than the Business Day
prior to the Payment Date following the date on which such funds were received.
All such Permitted Investments will be credited to the Series 2001-1 Reserve
Account and any such

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                                                                              22

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 2001-1 Reserve Account. In absence
of written direction as provided hereunder, funds on deposit in the Series
2001-1 Reserve Account shall remain uninvested.

                  (c) All interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 2001-1 Reserve Account shall be
deemed to be on deposit and available for distribution.

                  (d) If there is a Series 2001-1 Reserve Account Surplus on any
Settlement Date, the Administrator may notify the Indenture Trustee thereof in
writing and instruct the Indenture Trustee to withdraw from the Series 2001-1
Reserve Account and deposit in the Series 2001-1 Preferred Member Distribution
Account, and the Indenture Trustee shall withdraw from the Series 2001-1 Reserve
Account and deposit in the Series 2001-1 Preferred Member Distribution Account,
so long as no Series 2001-1 Allocated Asset Amount Deficiency exists or would
result therefrom, an amount up to the lesser of (i) such Series 2001-1 Reserve
Account Surplus on such Business Day and (ii) the Series 2001-1 Reserve Account
Amount on such Business Day.

                  (e) Amounts will be withdrawn from the Series 2001-1 Reserve
Account in accordance with Section 5A.4(b).

                  (f) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 2001-1 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 2001-1 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 2001-1 Reserve Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii)
all certificates and instruments, if any, representing or evidencing any or all
of the Series 2001-1 Reserve Account or the funds on deposit therein from time
to time; (iv) all investments made at any time and from time to time with monies
in the Series 2001-1 Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for the Series 2001-1 Reserve Account, the funds on deposit therein
from time to time or the investments made with such funds; and (vi) all proceeds
of any and all of the foregoing, including, without limitation, cash. The
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2001-1 Reserve Account and in all
proceeds thereof and shall be the only person authorized to originate
entitlement orders in respect

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                                                                              23

of the Series 2001-1 Reserve Account. The Indenture Trustee and the Series
2001-1 Investor Noteholders shall have no interest in any amounts withdrawn from
the Series 2001-1 Reserve Account and deposited in the Series 2001-1 Preferred
Member Distribution Account.

                  (g) On the first Payment Date after the Series 2001-1 Note
Termination Date on which the sum of (a) the Series 2001-1 Reserve Account
Amount, (b) the Series 2001-1 Yield Supplement Account Amount and (c) the amount
available to be deposited in the Series 2001-1 Preferred Member Distribution
Account in accordance with SECTION 5A.4(c)(ix) is at least equal to the
aggregate stated liquidation preference of the Series 2001-1 Preferred
Membership Interests and on any Payment Date thereafter, the Indenture Trustee,
acting in accordance with the written instructions of the Administrator shall
withdraw from the Series 2001-1 Reserve Account all amounts on deposit therein
for deposit in the Series 2001-1 Preferred Member Distribution Account.

                  Section 5A.9 SERIES 2001-1 YIELD SUPPLEMENT ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 2001-1 Investor
Noteholders an account (the "SERIES 2001-1 YIELD SUPPLEMENT ACCOUNT"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 2001-1 Investor Noteholders. The Series 2001-1 Yield
Supplement Account shall be an Eligible Deposit Account; PROVIDED that, if at
any time such account is not an Eligible Deposit Account, then the Indenture
Trustee shall, within 30 days of obtaining knowledge of such reduction,
establish a new Series 2001-1 Yield Supplement Account that is an Eligible
Deposit Account. If the Indenture Trustee establishes a new Series 2001-1 Yield
Supplement Account, it shall transfer all cash and investments from the
non-qualifying Series 2001-1 Yield Supplement Account into the new Series 2001-1
Yield Supplement Account. Initially, the Series 2001-1 Yield Supplement Account
will be established with The Chase Manhattan Bank.

                  (b) The Issuer may instruct the institution maintaining the
Series 2001-1 Yield Supplement Account in writing to invest funds on deposit in
the Series 2001-1 Yield Supplement Account from time to time in Permitted
Investments selected by the Issuer (by standing instructions or otherwise);
PROVIDED, HOWEVER, that any such investment shall mature not later than the
Business Day prior to the Payment Date following the date on which such funds
were received. All such Permitted Investments will be credited to the Series
2001-1 Yield Supplement Account and any such Permitted Investments that
constitute (i) Physical Property (and that is not either a United States
Security Entitlement or a Security Entitlement) shall be delivered to the
Indenture Trustee in accordance with paragraph (a) of the definition of
"Delivery" and shall be held by the Indenture Trustee pending maturity or
disposition; (ii) United States Security Entitlements or Security Entitlements
shall be Controlled by the Indenture Trustee pending maturity or disposition;
and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Indenture Trustee in accordance with
paragraph (b) of the definition of "Delivery" and shall be maintained by the
Indenture Trustee pending maturity or disposition. The Indenture Trustee shall,
at the direction and expense of the Administrator, take such additional action
as is required to maintain the Indenture Trustee's security interest in the
Permitted Investments credited to the Series 2001-1 Yield Supplement Account. In
absence of

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                                                                              24

written direction as provided hereunder, funds on deposit in the Series 2001-1
Yield Supplement Account shall remain uninvested.

                  (c) All interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 2001-1 Yield Supplement Account
shall be deemed to be on deposit and available for distribution.

                  (d) If there is a Series 2001-1 Yield Supplement Account
Surplus on any Settlement Date, the Administrator may notify the Indenture
Trustee thereof in writing and request the Indenture Trustee to withdraw from
the Series 2001-1 Yield Supplement Account and deposit in the Series 2001-1
Preferred Member Distribution Account, and the Indenture Trustee shall withdraw
from the Series 2001-1 Yield Supplement Account and deposit in the Series 2001-1
Preferred Member Distribution Account an amount up to the lesser of (i) such
Series 2001-1 Yield Supplement Account Surplus on such Business Day and (ii) the
Series 2001-1 Yield Supplement Account Amount on such Business Day.

                  (e) Amounts will be withdrawn from the Series 2001-1 Yield
Supplement Account in accordance with Section 5A.4(b).

                  (f) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 2001-1 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 2001-1 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 2001-1 Yield Supplement Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2001-1 Yield Supplement Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Series 2001-1 Yield Supplement Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2001-1 Yield
Supplement Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash. The Indenture Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Series 2001-1 Yield Supplement Account and in all proceeds thereof and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2001-1 Yield Supplement Account. The Indenture Trustee and the
Series 2001-1 Investor Noteholders shall have no interest in any amounts
withdrawn from the Series 2001-1 Yield Supplement Account and deposited in the
Series 2001-1 Preferred Member Distribution Account.

                  (g) On the first Payment Date after the Series 2001-1 Note
Termination Date on which the sum of (a) the Series 2001-1 Reserve Account
Amount, (b) the Series 2001-1 Yield Supplement Account Amount and (c) the amount
available to be deposited in the Series 2001-1 Preferred Member Distribution
Account in accordance with SECTION 5A.4(c)(ix) is at least equal to the
aggregate stated liquidation preference of the Series 2001-1 Preferred
Membership Interests and on any Payment Date thereafter, the Indenture Trustee,
acting in accordance with

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                                                                              25

the written instructions of the Administrator shall withdraw from the Series
2001-1 Yield Supplement Account all amounts on deposit therein for deposit in
the Series 2001-1 Preferred Member Distribution Account.

                  Section 5A.10 SERIES 2001-1 DISTRIBUTION ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 2001-1 Investor
Noteholders an account (the "SERIES 2001-1 DISTRIBUTION ACCOUNT"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 2001-1 Investor Noteholders. The Series 2001-1
Distribution Account shall be an Eligible Deposit Account; PROVIDED that, if at
any time such account is not an Eligible Deposit Account, then the Indenture
Trustee shall, within 30 days of obtaining knowledge of such reduction,
establish a new Series 2001-1 Distribution Account that is an Eligible Deposit
Account. If the Indenture Trustee establishes a new Series 2001-1 Distribution
Account, it shall transfer all cash and investments from the non-qualifying
Series 2001-1 Distribution Account into the new Series 2001-1 Distribution
Account. Initially, the Series 2001-1 Distribution Account will be established
with The Chase Manhattan Bank.

                  (b) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 2001-1 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 2001-1 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 2001-1 Distribution Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii)
all certificates and instruments, if any, representing or evidencing any or all
of the Series 2001-1 Distribution Account or the funds on deposit therein from
time to time; (iv) all interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for the Series 2001-1 Distribution Account, the funds on deposit
therein from time to time; and (v) all proceeds of any and all of the foregoing,
including, without limitation, cash. The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 2001-1 Distribution Account and in all proceeds thereof and shall be the
only person authorized to originate entitlement orders in respect of the Series
2001-1 Distribution Account.

                  Section 5A.11 LEASE RATE CAPS.

                  (a) The Issuer shall have obtained on the Series 2001-1
Closing Date and shall thereafter maintain one or more interest rate caps, each
from a Series 2001-1 Eligible Counterparty, having, in the aggregate, a notional
amount on the Series 2001-1 Closing Date at least equal to the aggregate Lease
Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the
Series 2001-1 Closing Date, plus, in the case of all such Fixed Rate Leases that
are Closed-End Leases, the aggregate Stated Residual Values of the related
Leased Vehicles and on each Payment Date thereafter at least equal to the
aggregate scheduled Lease Balance of all such Fixed Rate Leases as of the last
day of the Monthly Period immediately preceding such Payment Date, plus, in the
case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate
Stated Residual Values of the related Leased Vehicles, and an effective strike
rate based on the eurodollar rate set forth therein in effect on the dates set
forth therein at the most

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                                                                              26

equal to the weighted average fixed rate of interest on such Fixed Rate Leases
minus 0.65% 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 2001-1 Closing
Date, the Issuer shall have obtained and shall thereafter maintain an interest
rate cap from a Series 2001-1 Eligible Counterparty having a notional amount
equal to the initial Lease Balance of such Fixed Rate Lease, plus, in the case
of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and on each Payment Date thereafter at least equal to the scheduled Lease
Balance of such Fixed Rate Lease as of the last day of the Monthly Period
immediately preceding such Payment Date, plus, in the case of a Closed-End
Lease, the Stated Residual Value of the related Leased Vehicle and an effective
strike rate based on the eurodollar rate set forth therein in effect on the
dates set forth therein at the most equal to the fixed rate of interest on such
Fixed Rate Lease minus 0.65% per annum.

                  (c) The Issuer may obtain an interest rate cap from a Series
2001-1 Eligible Counterparty in respect of any Fixed Rate Lease allocated to the
Lease SUBI Portfolio that was not a Fixed Rate Lease when initially allocated to
the Lease SUBI Portfolio or on the Series 2001-1 Closing Date having a notional
amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of
the Monthly Period immediately preceding the date as of which such Lease became
a Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual
Value of the related Leased Vehicle and on each Payment Date thereafter at least
equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day
of the Monthly Period immediately preceding such Payment Date, plus, in the case
of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and an effective strike rate based on the eurodollar 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 0.65% 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 2001-1
Closing Date and shall thereafter maintain the Series 2001-1 Required Lease Rate
Cap.

                  (e) If the short-term credit rating of any provider of an
interest rate cap required to be obtained and maintained by the Issuer pursuant
to this Section 5A.11 falls below A-1 by Standard & Poor's or P-1 by Moody's or
the long-term unsecured credit rating of any such provider falls below A+ by
Standard & Poor's or Aa3 by Moody's, the Issuer shall obtain an equivalent
interest rate cap from a Series 2001-1 Eligible Counterparty within 30 days of
such decline in credit rating unless such provider provides some form of
collateral for its obligations under its interest rate cap and the Rating Agency
Condition is satisfied with respect to such arrangement. The Issuer will not
permit any interest rate cap required to be obtained and maintained by the
Issuer pursuant to this Section 5A.11 to be terminated or transferred in whole
or in part unless a replacement interest rate cap therefor has been provided as
described in the immediately preceding sentence and, after giving effect
thereto, the Issuer has the interest rate caps required to be obtained and
maintained by the Issuer pursuant to this Section 5A.11.

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                                                                              27

                  (f) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 2001-1 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 2001-1 Investor Noteholders, all of the Issuer's right, title and
interest in and to the Series 2001-1 Lease Rate Cap and all proceeds thereof.

                                  ARTICLE III

                               AMORTIZATION EVENTS

                  If any one of the following events shall occur with respect to
the Series 2001-1 Investor Notes:

                  (a) the Series 2001-1 Reserve Account shall have become
subject to an injunction, estoppel or other stay or a Lien (other than a
Permitted Lien);

                  (b) the Series 2001-1 Yield Supplement Account shall have
become subject to an injunction, estoppel or other stay or a Lien (other than a
Permitted Lien);

                  (c) a Series 2001-1 Liquid Credit Enhancement Deficiency shall
occur and continue for at least two Business Days;

                  (d) a Series 2001-1 Allocated Asset Amount Deficiency shall
occur and continue for at least two Business Days;

                  (e) a Series 2001-1 Yield Supplement Deficiency shall occur
and continue for at least two Business Days;

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

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

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

                  (i) the failure on the part of the Issuer to declare and pay
dividends on the Series 2001-1 Senior Preferred Membership Interests or the
Series 2001-1 Junior Preferred Membership Interests on any Payment Date in
accordance with their terms;

                  (j) any Servicer Termination Event shall occur;

                  (k) any Termination Event shall occur;

                  (l) an Event of Default with respect to the Series 2001-1
Investor Notes shall occur;

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                                                                              28

                  (m) there is at least $10,000,000 on deposit in the Series
2001-1 Principal Collection Subaccount on two consecutive Settlement Dates
during the Series 2001-1 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 2001-1
Required Investor Noteholders, written notice specifying such default and
requiring it to be remedied;

                  (q) any representation or warranty made by the Issuer in the
Base Indenture or this Indenture Supplement, or any information required to be
delivered by the Issuer to the Indenture Trustee shall prove to have been
incorrect in any material respect when made or when delivered, which continues
to be incorrect in any material respect for a period of 45 days after there
shall have been given to the Issuer by the Indenture Trustee or the Issuer and
the Indenture Trustee by the Series 2001-1 Required Investor Noteholders,
written notice thereof;

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

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

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

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

<Page>
                                                                              29

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
2001-1 Investor Notes only, if after the applicable grace period, either the
Indenture Trustee or Series 2001-1 Investor Noteholders holding a Majority in
Interest of the Series 2001-1 Investor Notes, declare that an Amortization Event
has occurred with respect to the Series 2001-1 Investor NOTES. In the case of
any event described in clauses (a) through (o) above, an Amortization Event with
respect to the Series 2001-1 Investor Notes will be deemed to have occurred
without notice or other action on the part of the Indenture Trustee or the
Series 2001-1 Investor Noteholders.

                                   ARTICLE IV

                               OPTIONAL PREPAYMENT

                  The Issuer shall have the option to prepay the Series 2001-1
Investor Notes in full on any Payment Date after the Payment Date in March 2003.
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
2001-1 Investor Notes shall equal the aggregate outstanding principal balance of
the Series 2001-1 Investor Notes (determined after giving effect to any payments
of principal and interest on such Payment Date), plus accrued and unpaid
interest on such outstanding principal balance. Not later than 11:00 a.m., New
York City time, on such Prepayment Date, the Issuer shall deposit in the Series
2001-1 Distribution Account an amount equal to the prepayment price in
immediately available funds. The funds deposited into the Series 2001-1
Distribution Account will be paid by the Indenture Trustee to the Series 2001-1
Investor Noteholders on such Prepayment Date.

                                   ARTICLE V

                        SERVICING AND ADMINISTRATOR FEES

                  Section 5.1 SERVICING FEES. A periodic servicing fee (the
"SERIES 2001-1 BASIC SERVICING FEE") shall be payable to the Servicer on each
Payment Date for the Series 2001-1 Interest Period ending on such Payment Date
in an amount equal to the product of (a) 0.215% per annum (the "SERIES SERVICING
FEE PERCENTAGE") times (b) the Series 2001-1 Allocated Adjusted Aggregate Unit
Balance as of the first day of such Series 2001-1 Interest Period times (c) the
number of days in such Series 2001-1 Interest Period DIVIDED by 365 (or 366, as
applicable) days; PROVIDED, HOWEVER that if VMS is not the Servicer, the
servicing fee payable to the Servicer on each Payment Date hereunder may be
increased such that the sum of the Series 2001-1 Basic Servicing Fee and the
additional servicing fee payable to the Servicer hereunder (the "SERIES 2001-1
SUPPLEMENTAL SERVICING FEE") for each Series 2001-1 Interest Period equals 110%
of the costs to the successor Servicer of servicing the portion of the Lease
SUBI Portfolio allocated to Series 2001-1 during such Series 2001-1 Interest
Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to
Series 2001-1 for each Series 2001-1 Interest Period shall equal the average
Series 2001-1 Invested Percentage during such Series 2001-1 Interest Period. The
Series 2001-1 Basic Servicing Fee and any Series 2001-1 Supplemental Servicing
Fee shall be payable to the Servicer on each Payment Date pursuant to Section
5A.4(c).

<Page>
                                                                              30

                  Section 5.2 ADMINISTRATOR FEE. A periodic fee (the "SERIES
2001-1 ADMINISTRATOR FEE") shall be payable to the Administrator on each Payment
Date for the Series 2001-1 Interest Period ending on such Payment Date in an
amount equal to the product of (a) 0.01% per annum times (b) the Series 2001-1
Allocated Adjusted Aggregate Unit Balance as of the first day of the immediately
preceding Monthly Period times (c) the number of days in such Series 2001-1
Interest Period DIVIDED by 365 (or 366, as applicable) days. The Series 2001-1
Administrator Fee shall be payable to the Administrator on each Payment Date
pursuant to SECTION 5A.4(c)(vii).

                                   ARTICLE VI

                           FORM OF SERIES 2001-1 NOTES

                  Section 6.1 INITIAL ISSUANCE OF SERIES 2001-1 INVESTOR NOTES.
The Series 2001-1 Investor Notes are being offered and sold by the Issuer in a
registered public offering pursuant to an Underwriting Agreement, dated October
12, 2001, among the Issuer, VMS, PHH and J.P. Morgan Securities Inc., as the
representative of the underwriters.

                  Section 6.2 GLOBAL NOTES. The Series 2001-1 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 forth in
Exhibits A-1 and A-2, registered in the name of Cede & Co., as nominee of DTC,
and deposited with Chase, as custodian of DTC (collectively, the "SERIES 2001-1
GLOBAL NOTES").

                  The Series 2001-1 Global Notes shall bear the following
legends:

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

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

<Page>
                                                                              31

                  Section 6.3 DEFINITIVE NOTES. No Series 2001-1 Note Owner will
receive a Definitive Note representing such Series 2001-1 Note Owner's interest
in the Series 2001-1 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 2001-1 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 2001-1 Investor Noteholders, or their
designated agent, copies of each Monthly Settlement Statement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

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

                  Section 8.2 OBLIGATIONS UNAFFECTED. The obligations of the
Issuer to the Series 2001-1 Investor Noteholders under this Indenture Supplement
shall not be affected by reason of any invalidity, illegality or irregularity of
any of the SUBI Certificates, the Sold Units or the Fleet Receivables.

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

                  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 2001-1 Required Investor
Noteholders more fully to effect the purposes of this Indenture Supplement and
the sale of the Series 2001-1 Investor Notes hereunder. The Issuer hereby
authorizes the Indenture Trustee to file any financing statements or similar
documents or notices or continuation statements relating to the Series 2001-1
Collateral under the provisions of the UCC or similar legislation of any
applicable jurisdiction.

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

<Page>
                                                                              32

                  Exhibit A-1:      Form of Class A-1 Note
                  Exhibit A-1:      Form of Class A-2 Note
                  Exhibit B:        Form of Monthly Settlement Statement
                  Exhibit C:        Form of Series 2001-1 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.

                  (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 2001-1 Investor Noteholders, to amend Schedule 1 to
the Base Indenture by (i) deleting "15%" from clause (a)(ii) of the definition
of Excess Longer-Term Lease Amount and substituting in lieu thereof "20%", (ii)
deleting "5%" from clause (b)(ii) of the definition of Excess Longer-Term Lease
Amount and substituting in lieu thereof "7.5%" and (c) deleting "10%" from
clause (ii) of the definition of Excess Residual Value Amount and substituting
in lieu thereof "7.5%".

                  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
2001-1 Investor Note or an interest therein, each Series 2001-1 Investor
Noteholder and each Series 2001-1 Investor Note Owner hereby covenants and
agrees that it will not institute against, or join any other Person in
instituting against, the Issuer any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other similar proceedings under any
federal or state bankruptcy or similar law.

                  (b) By acquiring a Series 2001-1 Investor Note or an interest
therein, each Series 2001-1 Investor Noteholder and each Series 2001-1 Investor
Note Owner and the Issuer

<Page>
                                                                              33

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 2001-1 Investor Note
or an interest therein, each Series 2001-1 Investor Noteholder and each Series
2001-1 Investor Note Owner and the Issuer hereby represents, warrants and
covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a
separate series of the Origination Trust as provided in Section 3806(b)(2) of
Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. ss. 3801 et seq., (b)(i)
the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or
the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio
or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI
Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to any
other SUBI (used in this Section as defined in the Origination Trust Agreement),
any other SUBI Portfolio (used in this Section as defined in the Origination
Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such
other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against
any other SUBI Assets, (c) except to the extent required by law, UTI Assets or
SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet
Receivable SUBI) shall not be subject to the claims, debts, liabilities,
expenses or obligations arising from or with respect to the Lease SUBI or Fleet
Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or
holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the
Lease 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.

<Page>
                                                                              34

                  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.

<Page>
                                                                              35

                  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.

                        GREYHOUND FUNDING, LLC


                        By:         /s/ Neil Cashen
                            -------------------------------------------
                             Name:   Neil J. Cashen
                             Title:  Executive Vice President


                        THE CHASE MANHATTAN BANK,
                           as Indenture Trustee


                        By:          /s/ Patricia M.F. Russo
                            ---------------------------------------
                             Name:   Patricia M.F. Russo
                             Title:  Vice President

<Page>

                                                                     EXHIBIT A-1
                                                                TO SERIES 2001-1
                                                            INDENTURE SUPPLEMENT

                     FORM OF GLOBAL CLASS A-1 INVESTOR NOTE

REGISTERED                                                          $425,000,000
No. R-001

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. 398042AC5
                                                           ISIN NO. US398042AC53

                  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.

                              GREYHOUND FUNDING LLC

   SERIES 2001-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                   CLASS A-1

                                      A-1
<Page>

                  GREYHOUND 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 Four Hundred Twenty-Five 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 2001-1
Interest Period, in accordance with the terms of the Indenture, at the Class A-1
Note Rate for such Interest Period. Each "SERIES 2001-1 INTEREST PERIOD" will be
a period commencing on and including a Payment Date and ending on and including
the day preceding the next succeeding Payment Date; PROVIDED, HOWEVER, that the
initial Series 2001-1 Interest Period shall commence on and include the Series
2001-1 Closing Date and end on and include November 6, 2001. 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: The Chase
Manhattan Bank, 450 West 33rd Street, New York, New York, 10001, Attention:
Capital Markets Fiduciary 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
<Page>

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

Date:  October 25, 2001

                                       GREYHOUND 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.

                                       THE CHASE MANHATTAN BANK, as Indenture
                                       Trustee


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

                                      A-3
<Page>

                      [REVERSE OF CLASS A-1 INVESTOR NOTE]

                  This Class A-1 Investor Note is one of a duly authorized issue
of Class A-1 Investor Notes of the Issuer designated its Series 2001-1 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 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 2001-1 Indenture Supplement dated as of
October 25, 2001 (the "SERIES 2001-1 INDENTURE SUPPLEMENT") between the Issuer
and the Indenture Trustee. The Base Indenture and the Series 2001-1 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 2001-1 Collateral pledged as security therefor as
provided in the Indenture and the Series 2001-1 Indenture Supplement.

                  Principal of the Class A-1 Investor Notes will be payable on
each Payment Date specified in and in the amounts described in the Indenture.
"PAYMENT DATE" means the 7th day of each month, or if such date is not a
Business Day, the next succeeding Business Day, commencing November 7, 2001.

                  The entire unpaid principal amount of this Series 2001-1
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 2001-1 Amortization Period as described in the
Indenture. All principal payments on the Class A-1 Investor Notes shall be made
pro rata to the Class A-1 Investor Noteholders entitled thereto.

                  The Issuer will have the option to prepay the Series 2001-1
Investor Notes, in whole but not in part, on any Payment Date after the Payment
Date in March 2003. The prepayment price for the Series 2001-1 Investor Notes
will be equal to the amount set forth in the Indenture.

                  Interest will accrue on this Class A-1 Investor Notes for each
Series 2001-1 Interest Period at a rate equal to (i) with respect to the initial
Series 2001-1 Interest Period, ___% per annum and (ii) with respect to each
Series 2001-1 Interest Period thereafter, a rate per annum equal to One-Month
LIBOR for such Series 2001-1 Interest Period plus 0.26% per annum (the "CLASS
A-1 NOTE RATE"). "ONE-MONTH LIBOR" means, for each Series 2001-1 Interest
Period, the rate per annum determined on the related LIBOR Determination Date by
the Calculation Agent to be the rate for Dollar deposits having a maturity equal
to one month that appears on Telerate Page 3750 at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date; PROVIDED, HOWEVER, that if such
rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such
2001-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by
the Reference Banks to the Calculation Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the LIBOR Determination Date to prime banks in the London interbank
market for a period equal to one month; PROVIDED, FURTHER, that if fewer than
two quotations are provided as requested by the Reference Banks, "One-Month
LIBOR" for such Series 2001-1 Interest Period will mean the arithmetic mean
(rounded to the nearest one-one-hundred-thousandth of one percent) of the rates
quoted by

                                      A-4
<Page>

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
2001-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; PROVIDED, FINALLY, that if no such quotes are
provided, "One-Month LIBOR" for such Series 2001-1 Interest Period will mean
One-Month LIBOR as in effect with respect to the preceding Series 2001-1
Interest Period.

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

                  As provided in the Indenture, 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. ss. 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
<Page>

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

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

                  It is the intent of the Issuer, each Class A-1 Investor
Noteholder and each Class A-1 Investor Note Owner that, for Federal, state and
local income and franchise tax purposes only, the Class A-1 Investor Notes will
evidence indebtedness of the Issuer secured by the Series 2001-1 Collateral.
Each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner, by
the acceptance of this Class A-1 Investor Note, agrees to treat this Class A-1
Investor Note for purposes of Federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Series 2001-1
Investor Notes under the Indenture at any time by the Issuer with the consent of
the Holders of a Majority in Interest of the Series 2001-1 Investor Notes

                                      A-6
<Page>

affected by such amendment or modification. The Indenture also contains
provisions permitting the Holders of Series 2001-1 Investor Notes representing
specified percentages of the aggregate outstanding amount of the Series 2001-1
Investor Notes, on behalf of the Holders of all the Series 2001-1 Investor
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Class A-1 Investor Note (or any
one or more predecessor Class A-1 Investor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-1 Investor
Note and of any Class A-1 Investor Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Class A-1 Investor Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2001-1
Investor Notes issued thereunder.

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

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

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

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

                  Interests in this Global Note may be exchanged for Definitive
Notes, subject to the provisions of the Indenture.

                                      A-7
<Page>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
                         (name and address of assignee)

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

Dated:                              By:
      ---------------------------      ---------------------------------- (1)

                                                Signature Guaranteed:

                                       ----------------------------------


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

                                      A-8
<Page>

                                                                     EXHIBIT A-2
                                                                TO SERIES 2001-1
                                                            INDENTURE SUPPLEMENT

                     FORM OF GLOBAL CLASS A-2 INVESTOR NOTE

REGISTERED                                                          $325,000,000
No. R-001

                       SEE REVERSE FOR CERTAIN CONDITIONS

                                                      CUSIP (CINS) NO. 398042AD3
                                                           ISIN NO. US398042AD37

                  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.

                              GREYHOUND FUNDING LLC

       SERIES 2001-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
                                   CLASS A-2

                                      A-9
<Page>

                  GREYHOUND 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 Three Hundred Twenty-Five 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 2001-1 Interest
Period, in accordance with the terms of the Indenture at the Class A-2 Note Rate
for such Interest Period. Each "SERIES 2001-1 INTEREST PERIOD" will be a period
commencing on and including a Payment Date and ending on and including the day
preceding the next succeeding Payment Date; PROVIDED, HOWEVER, that the initial
Series 2001-1 Interest Period shall commence on and include the Series 2001-1
Closing Date and end on and include November 6, 2001. 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: The Chase
Manhattan Bank, 450 West 33rd Street, New York, New York, 10001, Attention:
Capital Markets Fiduciary 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
<Page>

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

Date:  October 25, 2001

                                          GREYHOUND 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.

                                     THE CHASE MANHATTAN BANK, as Indenture
                                     Trustee


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

                                      A-11
<Page>

                      [REVERSE OF CLASS A-2 INVESTOR NOTE]

                  This Class A-2 Investor Note is one of a duly authorized issue
of Class A-2 Investor Notes of the Issuer designated its Series 2001-1 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 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 2001-1 Indenture Supplement dated as of
October 25, 2001 (the "SERIES 2001-1 INDENTURE SUPPLEMENT") between the Issuer
and the Indenture Trustee. The Base Indenture and the Series 2001-1 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 2001-1 Collateral pledged as security therefor as
provided in the Indenture and the Series 2001-1 Indenture Supplement.

                  Principal of the Class A-2 Investor Notes will be payable on
each Payment Date specified in and in the amounts described in the Indenture.
"PAYMENT DATE" means the 7th day of each month, or if such date is not a
Business Day, the next succeeding Business Day, commencing November 7, 2001.

                  The entire unpaid principal amount of this Series 2001-1
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 2001-1 Amortization Period as described in the
Indenture. All principal payments on the Class A-2 Investor Notes shall be made
pro rata to the Class A-2 Investor Noteholders entitled thereto.

                  The Issuer will have the option to prepay the Series 2001-1
Investor Notes, in whole but not in part, on any Payment Date after the Payment
Date in March 2003. The prepayment price for the Series 2001-1 Investor Notes
will be equal to the amount set forth in the Indenture.

                  Interest will accrue on this Class A-2 Investor Notes for each
Series 2001-1 Interest Period at a rate equal to (i) with respect to the initial
Series 2001-1 Interest Period, ___% per annum and (ii) with respect to each
Series 2001-1 Interest Period thereafter, a rate per annum equal to One-Month
LIBOR for such Series 2001-1 Interest Period plus 0.31% per annum (the "CLASS
A-2 NOTE RATE"). "ONE-MONTH LIBOR" means, for each Series 2001-1 Interest
Period, the rate per annum determined on the related LIBOR Determination Date by
the Calculation Agent to be the rate for Dollar deposits having a maturity equal
to one month that appears on Telerate Page 3750 at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date; PROVIDED, HOWEVER, that if such
rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such
2001-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded
to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by
the Reference Banks to the Calculation Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the LIBOR Determination Date to prime banks in the London interbank
market for a period equal to one month; PROVIDED, FURTHER, that if fewer than
two quotations are provided as requested by the Reference Banks, "One-Month
LIBOR" for such Series 2001-1 Interest Period will mean the arithmetic mean
(rounded to the nearest one-one-hundred-thousandth of one percent) of the rates
quoted by

                                      A-12
<Page>

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
2001-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; PROVIDED, FINALLY, that if no such quotes are
provided, "One-Month LIBOR" for such Series 2001-1 Interest Period will mean
One-Month LIBOR as in effect with respect to the preceding Series 2001-1
Interest Period.

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

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

                  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. ss. 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
<Page>

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

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

                  It is the intent of the Issuer, each Class A-2 Investor
Noteholder and each Class A-2 Investor Note Owner that, for Federal, state and
local income and franchise tax purposes only, the Class A-2 Investor Notes will
evidence indebtedness of the Issuer secured by the Series 2001-1 Collateral.
Each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner, by
the acceptance of this Class A-2 Investor Note, agrees to treat this Class A-2
Investor Note for purposes of Federal, state and local income and franchise
taxes and any other tax imposed on or measured by income, as indebtedness of the
Issuer.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Series 2001-1
Investor Notes under the Indenture at any time by the Issuer with the consent of
the Holders of a Majority in Interest of the Series 2001-1 Investor Notes

                                      A-14
<Page>

affected by such amendment or modification. The Indenture also contains
provisions permitting the Holders of Series 2001-1 Investor Notes representing
specified percentages of the aggregate outstanding amount of the Series 2001-1
Investor Notes, on behalf of the Holders of all the Series 2001-1 Investor
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Class A-2 Investor Note (or any
one or more predecessor Class A-2 Investor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-2 Investor
Note and of any Class A-2 Investor Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Class A-2 Investor Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2001-1
Investor Notes issued thereunder.

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

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

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

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

                  Interests in this Global Note may be exchanged for Definitive
Notes, subject to the provisions of the Indenture.

                                      A-15
<Page>

                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
                         (name and address of assignee)

the within Class A-2 Investor Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ____________________, attorney, to transfer
said Class A-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-2 Investor
Note, without alteration, enlargement or any change whatsoever.

                                      A-16