Table of Contents

|                                           |                                                                                                                                  | Page
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------- | ----
|PRELIMINARY STATEMENT                      |                                                                                                                                  | 1   
|DESIGNATION                                |                                                                                                                                  | 1   
|ARTICLE I DEFINITIONS                      |                                                                                                                                  | 1   
|ARTICLE II ARTICLE 5 OF THE BASE INDENTURE |                                                                                                                                  | 11  
|                                           | Section 5A.1 Establishment of Series 2002-2 Subaccounts                                                                          |     
|                                           | Section 5A.2 Allocations with Respect to the Series 2002-2 Investor Notes                                                        |     
|                                           | Section 5A.3 Determination of Interest                                                                                           |     
|                                           | Section 5A.4 Monthly Application of Collections                                                                                  |     
|                                           | Section 5A.5 Payment of Monthly Interest Payment                                                                                 |     
|                                           | Section 5A.6 Payment of Principal                                                                                                |     
|                                           | Section 5A.7  The Administrator's Failure to Instruct the Indenture Trustee to
                        Make a Deposit or Payment |     
|                                           | Section 5A.8 Series 2002-2 Reserve Account                                                                                       |     
|                                           | Section 5A.9 Series 2002-2 Yield Supplement Account                                                                              |     
|                                           | Section 5A.10 Series 2002-2 Distribution Account                                                                                 |     
|                                           | Section 5A.11 Lease Rate Caps                                                                                                    |     
|ARTICLE III AMORTIZATION EVENTS            |                                                                                                                                  | 22  
|ARTICLE IV OPTIONAL PREPAYMENT             |                                                                                                                                  | 24  
|ARTICLE V SERVICING AND ADMINISTRATOR FEES |                                                                                                                                  | 24  
|                                           | Section 5.1 Servicing Fees                                                                                                       |     
|                                           | Section 5.2 Administrator Fee                                                                                                    |     
|ARTICLE VI FORM OF SERIES 2002-2 NOTES     |                                                                                                                                  | 25  
|                                           | Section 6.1 Initial Issuance of Series 2002-2 Investor Notes                                                                     |     
|                                           | Section 6.2 Global Notes                                                                                                         |     
|                                           | Section 6.3 Definitive Notes                                                                                                     |     
|ARTICLE VII INFORMATION                    |                                                                                                                                  | 25  
|ARTICLE VIII MISCELLANEOUS                 |                                                                                                                                  | 25  
|                                           | Section 8.1 Ratification of Indenture                                                                                            |     
|                                           | Section 8.2 Obligations Unaffected                                                                                               |     
|                                           | Section 8.3 Governing Law                                                                                                        |     
|                                           | Section 8.4 Further Assurances                                                                                                   |     
|                                           | Section 8.5 Exhibits                                                                                                             |     
|                                           | Section 8.6 No Waiver; Cumulative Remedies                                                                                       |     
|                                           | Section 8.7 Amendments                                                                                                           |     
|                                           | Section 8.8 Severability                                                                                                         |     
|                                           | Section 8.9 Counterparts                                                                                                         |     
|                                           | Section 8.10 No Bankruptcy Petition                                                                                              |     
|                                           | Section 8.11 SUBIs                                                                                                               |     
|                                           | Section 8.12 Notice to Rating Agencies                                                                                           |     
|                                           | Section 8.13 Conflict of Instructions                                                                                            |     

EXHIBITS

|Exhibit A-1: |  | Form of Class A-1 Note |  | 
|------------ |  | ---------------------- |  | 
|Exhibit A-2: |  | Form of Class A-2 Note |  | 
|Exhibit A-3: |  | Form of Class B Note   |  | 

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PRELIMINARY STATEMENT



DESIGNATION



ARTICLE I    DEFINITIONS



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in
which case, the Series 2002-2 Required Percentage on such date will equal 5.163% or



in
which case, the Series 2002-2 Required Percentage on such date will equal 6.787%.



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"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 2002-2 General Collection Subaccount pursuant toSection 5A.2(a)during the immediately preceding
Monthly Period, (ii) an amount equal to the product of the average daily Series 2002-2 Invested Percentage during such Monthly Period and the amount of the Unit Repurchase
Payments paid by the Servicer and/or SPV on such Settlement Date, (iii) an amount equal to the product of the average daily Series 2002-2 Invested Percentage during such
Monthly Period and the amount of the Monthly Servicer Advance made by the Servicer on such Settlement Date, (iv) an amount equal to the product of the average daily
Series 2002-2 Invested Percentage during such Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on the
Transfer Date immediately preceding such Settlement Date and (v) the investment income on amounts on deposit in the Series 2002-2 Principal Collection Subaccount and the
Series 2002-2 General Collection Subaccount transferred to the Series 2002-2 Settlement Collection Subaccount on such Settlement Date pursuant to Section 5A.1(b)over (b) the amount
withdrawn from the Series 2002-2 General Collection Subaccount pursuant to
Section 5A.2(f) during the period commencing on the Period End Date immediately preceding such Settlement Date to but excluding such Settlement Date.

ARTICLE II    ARTICLE 5 OF THE BASE INDENTURE

Sections 5.1through5.4of 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 5of the Indenture (except forSections 5.1through 5.4thereof and any portion thereof relating to another Series) shall read in its entirety as follows and shall be exclusively applicable to the
Series 2002-2 Investor Notes:

Section 5A.1Establishment of Series 2002-2 Subaccounts.

(a)  The
Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders
(i) a subaccount of the Collection Account (the "Series 2002-2 Collection Subaccount"); and (ii) three subaccounts of
the Series 2002-2 Collection Subaccount: (1) the Series 2002-2 General Collection Subaccount, (2) the Series 2002-2 Principal
Collection Subaccount and (3) the Series 2002-2 Settlement Collection Subaccount (respectively, the "Series 2002-2 General
Collection Subaccount," the "Series 2002-2 Principal Collection Subaccount" and the
"Series 2002-2 Settlement Collection Subaccount"); the accounts established pursuant to this Section 5A.1(a), collectively,
the "Series 2002-2 Subaccounts"), each Series 2002-2 Subaccount to bear a designation indicating that the funds
deposited therein are held for the benefit of the Series ]2002-2 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in all moneys, instruments,
securities and other property on deposit from time to time in the Series 2002-2 Subaccounts and the proceeds thereof for the benefit of the Series 2002-2 Investor
Noteholders. The Series 2002-2 Subaccounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-2 Investor
Noteholders.

(b)  The
Issuer shall instruct the institution maintaining the Collection Account in writing to invest funds on deposit in the Series 2002-2 Subaccounts at
all times in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that funds on deposit in a Series 2002-2 Subaccount may be
invested together with funds held in other subaccounts of the Collection Account. Amounts on deposit and available for investment in the Series 2002-2 General Collection Subaccount
shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable upon demand of the holder thereof, on or prior
to the Business Day immediately preceding the next Payment Date. Amounts on deposit and available for investment in

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the Series 2002-2 Principal Collection Subaccount shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that
are payable or redeemable upon demand of the holder thereof, (i) in the case of any such investment made during the Series 2002-2 Revolving Period, on or prior to the next
Business Day and (ii) in the case of any such investment made on any day during the Series 2002-2 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 2002-2 Principal
Collection Subaccount and the Series 2002-2 General Collection Subaccount shall be deposited in the Series 2002-2 Settlement Collection Subaccount. The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of principal
of such Permitted Investment. In the absence of written direction as provided hereunder, all funds on deposit in the Collection Account shall remain uninvested.

Section 5A.2Allocations with Respect to the Series 2002-2 Investor Notes.

(a)  Prior
to 1:00 P.M., New York City time, on each Deposit Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the
Series 2002-2 Investor Noteholders and deposit in the Series 2002-2 General Collection Subaccount an amount equal to the product of the
Series 2002-2 Invested Percentage on such Deposit Date and the Collections deposited into the Collection Account on such Deposit Date.

(b)  On
the Series 2002-2 Closing Date, the Indenture Trustee shall (i) deposit in the Series 2002-2 Settlement Collection
Subaccount $696,094.68 from the net proceeds from the sale of the Series 2002-2 Investor Notes, (2) deposit in the account established in respect of the series of Senior
Preferred Membership Interests relating to the Series 1999-3 Investor Notes $38,713,142 from the net proceeds from the sale of the Series 2002-2 Investor Notes
and (3) deposit the remainder of the net proceeds from the sale of the Series 2002-2 Investor Notes in the Series 2002-2 Principal Collection Subaccount.

(c)  On
each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-2 Investor Noteholders and
deposit in the Series 2002-2 Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale Account on such Transfer Date, in
an amount equal to the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and the amount withdrawn from the Gain on Sale
Account pursuant to Section 5.2(e) of the Base Indenture on such Transfer Date.

(d)  On
each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-2 Investor Noteholders and
deposit in the Series 2002-2 Settlement Collection Subaccount on the immediately succeeding Settlement Date the following amounts:



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(e)  During
the Series 2002-2 Revolving Period, the Administrator may direct the Indenture Trustee in writing on any Business Day to withdraw amounts on
deposit in the Series 2002-2 Principal Collection Subaccount for either of the following purposes:



(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 2002-2 Settlement Collection Subaccount
pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on such Settlement Date and any amounts owing in respect of the Series 2002-2 Preferred Membership
Interests under the Series 2002-2 Preferred Membership Interest Purchase Agreement on such Settlement Date, the Administrator may direct the Indenture Trustee in writing to withdraw
from the Series 2002-2 General Collection Subaccount and remit to the Issuer the Series 2002-2 Available Excess Collections Amount for such Business Day.

Section 5A.3Determination of Interest.

(a)  JPMorgan
Chase is hereby appointed Calculation Agent for the purpose of determining the Series 2002-2 Note Rates for each
Series 2002-2 Interest Period. On each LIBOR Determination Date, the Calculation Agent shall determine the Series 2002-2 Note Rate for each Class of
Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period and deliver notice of such Series 2002-2 Note Rates to the
Indenture Trustee. On each LIBOR Determination Date, the Indenture Trustee shall deliver to the Administrator notice of the Series 2002-2 Note Rate for each Class of
Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period.

(b)  Until
the Administrator shall give the Indenture Trustee written notice that no Class of the Series 2002-2 Investor Notes is listed on the Luxembourg
Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation Agent to, cause (i) the Series 2002-2 Note Rate applicable to each Class of the
Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period, the number of days in such Series 2002-2 Interest Period,
the Payment Date for such Series 2002-2 Interest Period and the amount of interest payable on each Class of Series 2002-2 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 (a) the excess, if any (the "Class A Interest Shortfall
Amount"), of (i) the sum of (A) the Class A-1 Monthly Interest for the Series 2002-2 Interest
Period ending on the next succeeding Payment Date, (B) the Class A-2 Monthly Interest for the Series 2002-2 Interest Period ending on the next succeeding
Payment Date and (C) the amount of any unpaid Class A Interest Shortfall Amount, as of the preceding Payment Date (together with any Additional Interest on such Class A Interest
Shortfall Amount) (such sum, the "Class A Monthly Interest Payment")over(ii) the amount
which will be available to pay interest on the Series 2002-2 Investor Notes in accordance withSection 5A.4(c)(v)on
such Payment Date, and (b) the excess, if any (the "Class B Interest Shortfall Amount"), of (i) the sum of (A) the
Class B Monthly Interest for the Series 2002-2 Interest Period ending on the next succeeding Payment Date and (B) the amount of any unpaid Class B Interest
Shortfall Amount, as of the preceding Payment Date (together with any Additional Interest on such Class B Interest Shortfall Amount) (such sum, the "Class B
Monthly Interest Payment")over(ii) the excess, if any, of (A) the amount which will be available to pay interest
on the Series 2002-2 Investor Notes in accordance withSection 5A.4(c)(v)on such Payment Date over (B) the
Class A Monthly Interest Payment for such Payment Date. If the Class A Interest Shortfall Amount with respect to any Payment

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Date is greater than zero, payments of interest to the Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders will be reduced on a pro ratabasis, based on the amount of
interest payable to each such Class A-1 Investor Noteholder and Class A-2
Investor Noteholder, by the amount of the Class A Interest Shortfall Amount. The portion of the Class A Interest Shortfall Amount allocable to the Class A-1 Investor
Notes and to the Class A-2 Investor Notes shall be referred to as the "Class A-1 Interest Shortfall Amount" and
the "Class A-2 Interest Shortfall Amount," respectively. If the Class B Interest Shortfall Amount with respect to any Payment
Date is greater than zero, payments of interest to the Class B Investor Noteholders will be reduced on a pro rata basis by the amount of the Class B Interest Shortfall Amount. An
additional amount of interest ("Additional Interest") shall accrue on the Class A-1 Interest Shortfall Amount, the
Class A-2 Interest Shortfall Amount and the Class B Interest Shortfall Amount (collectively, the "Interest Shortfall Amount")
for each Series 2002-2 Interest Period at the applicable Series 2002-2 Note Rate for such Series 2002-2 Interest Period. Until the
Administrator shall give the Indenture Trustee written notice that no Class of the Series 2002-2 Investor Notes is listed on the Luxembourg Stock Exchange, the Indenture Trustee
shall, or shall instruct the Calculation Agent to, notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Settlement Statement with respect to the
Series 2002-2 Investor Notes, the amount of interest to be paid on any Class of the Series 2002-2 Investor Notes on any Payment Date is less than the amount
payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2002-2 Interest Period
by the Business Day prior to such Payment Date.

(d)  All
communications by or on behalf of the Indenture Trustee to the Luxembourg Stock Exchange pursuant to this Section 5A.3shall be sent by facsimile to 352 2626 5155, attention: Carlo Oly.

Section 5A.4Monthly Application of Collections.

(a)  On
each Settlement Date, the Administrator shall direct the Indenture Trustee in writing to withdraw from the Series 2002-2 General Collection
Subaccount and allocate to the Series 2002-2 Settlement Collection Subaccount an amount equal to Total Cash Available for such Settlement Date (less an amount equal to the
investment income from the Series 2002-2 General Collection Subaccount and the Series 2002-2 Principal Collection Subaccount transferred to the
Series 2002-2 Settlement Collection Subaccount pursuant toSection 5A.1(b)).



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(c)  On
each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to Series 2002-2 Investor Notes, the
Indenture Trustee shall apply the following amounts allocated to, or deposited in, the Series 2002-2 Settlement Collection Subaccount on such Payment Date in the following order of
priority:



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Section 5A.5Payment of Monthly Interest Payment.

On
each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2002-2 Investor Notes, the Indenture Trustee shall, in
accordance
withSection 6.1of the Base Indenture, distribute to the Series 2002-2 Investor Noteholders, from the
Series 2002-2 Distribution Account, the Monthly Interest Payment in the following order of priority to the extent of the amount deposited in the Series 2002-2
Distribution Account for the payment of interest on the Series 2002-2 Investor Notes pursuant toSection 5A.4(c)(v):

(a)pro ratato each Class A-1 Investor Noteholder and each Class A-2 Investor
Noteholder, an amount equal to the Class A Monthly Interest Payment payable on such Payment Date; and

(b)pro ratato each Class B Investor Noteholder, an amount equal to the Class B Monthly Interest Payment
payable on such Payment Date.

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Section 5A.6Payment of Principal.

(a)  The
principal amount of each Class of the Series 2002-2 Investor Notes shall be due and payable on the Final Maturity Date with respect to such Class.

(b)  On
each Payment Date on which a deposit is made to the Series 2002-2 Distribution Account pursuant to Section 5A.4(c)(ix)or an amount is deposited in the Series 2002-2 Distribution
Account pursuant to Section 5A.4(b)(ii), based solely on the information contained in the Monthly Settlement Statement with respect to
Series 2002-2 Investor Notes, the Indenture Trustee shall, in accordance withSection 6.1of the Base Indenture, distribute
during the Series 2002-2 Amortization Period, from the Series 2002-2 Distribution Account the amount deposited therein pursuant to Section 5A.4(c)(ix)andSection 5A.4(b)(ii)in the following order of
priority:



provided howeverthat on any Payment Date falling after the occurrence of an Amortization Event resulting from the occurrence of an Event of Default
described inSection 9.1(a),(b)or (f)of the Base Indenture the Indenture Trustee shall
distribute from the Series 2002-2 Distribution Account the amounts
deposited therein pursuant toSection 5A.4(c)(ix)andSection 5A.4(b)(ii)in
the following order of priority:



(c)  The
Indenture Trustee shall notify the Person in whose name a Series 2002-2 Investor Note is registered at the close of business on the Record Date
preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Series 2002-2 Investor Note will be paid. Such notice shall be
made at the expense of the Administrator and shall be mailed within three (3) Business Days of receipt of a Monthly Settlement Statement indicating that such final payment will be made and
shall specify that such final installment will be payable only upon presentation and surrender of such Series 2002-2 Investor Note and shall specify the place where such
Series 2002-2 Investor Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Series 2002-2 Investor
Notes shall be (i) transmitted by facsimile to Series 2002-2 Investor Noteholders holding Global Notes and (ii) sent by registered mailed to
Series 2002-2 Investor Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such
Series 2002-2 Investor Note and shall specify the place where such Series 2002-2 Investor Note may be presented and surrendered for payment of such installment.

Section 5A.7The 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

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instruction from the Administrator;providedthat 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.8Series 2002-2 Reserve Account.

(a)  The
Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an
account (the "Series 2002-2 Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Reserve Account shall be an Eligible Deposit
Account;providedthat, 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 2002-2 Reserve Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new
Series 2002-2 Reserve Account, it shall transfer all cash and investments from the non-qualifying Series 2002-2 Reserve Account into the new
Series 2002-2 Reserve Account. Initially, the Series 2002-2 Reserve Account will be established with JPMorgan Chase Bank.

(b)  The
Issuer may instruct the institution maintaining the Series 2002-2 Reserve Account in writing to invest funds on deposit in the
Series 2002-2 Reserve Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise);provided,
however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such
Permitted Investments will be credited to the Series 2002-2 Reserve Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a
United States Security Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of
"Delivery" and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Indenture Trustee pending maturity or disposition; and (iii) Uncertificated Securities (and not United States Security Entitlements) shall be delivered
to the Indenture Trustee in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee
pending maturity or disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take such additional action as is required to maintain the Indenture Trustee's security
interest in the Permitted Investments credited to the Series 2002-2 Reserve Account. In absence of written direction as provided hereunder, funds on deposit in the
Series 2002-2 Reserve Account shall remain uninvested.

(c)  All
interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-2 Reserve Account shall be deemed to be
on deposit and available for distribution.

(d)  If
there is a Series 2002-2 Reserve Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in writing and
instruct the Indenture Trustee to withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Preferred Member Distribution Account, and the
Indenture Trustee shall withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Preferred Member Distribution Account, so long as no
Series 2002-2 Allocated Asset Amount Deficiency exists or would result therefrom, an amount up to the lesser of (i) such Series 2002-2 Reserve Account
Surplus on such Business Day and (ii) the Series 2002-2 Reserve Account Amount on such Business Day.

(e)  Amounts
will be withdrawn from the Series 2002-2 Reserve Account in accordance with Section 5A.4(b).

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(f)    In
order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer
hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all
of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 Reserve Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2002-2 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the
Series 2002-2 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 Reserve Account,
the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture
Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-2 Reserve Account and in all proceeds thereof and shall be the only
person authorized to originate entitlement orders in respect of the Series 2002-2 Reserve Account. The Indenture Trustee and the Series 2002-2 Investor
Noteholders shall have no interest in any amounts withdrawn from the Series 2002-2 Reserve Account and deposited in the Series 2002-2 Preferred Member
Distribution Account.

(g)  On
the first Payment Date after the Series 2002-2 Note Termination Date on which the sum of (a) the Series 2002-2 Reserve
Account Amount, (b) the Series 2002-2 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-2 Preferred
Member Distribution Account in accordance withSection 5A.4(c)(ix)is at least equal to the aggregate stated liquidation preference of the
Series 2002-2 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall
withdraw from the Series 2002-2 Reserve Account all amounts on deposit therein for deposit in the Series 2002-2 Preferred Member Distribution Account.

Section 5A.9Series 2002-2 Yield Supplement Account.

(a)  The
Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an
account (the "Series 2002-2 Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Yield Supplement Account shall be an Eligible Deposit Account; provided that, if
at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new
Series 2002-2 Yield Supplement Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-2 Yield Supplement Account, it
shall transfer all cash and investments from the non-qualifying Series 2002-2 Yield Supplement Account into the new Series 2002-2 Yield Supplement
Account. Initially, the Series 2002-2 Yield Supplement Account will be established with JPMorgan Chase Bank.

(b)  The
Issuer may instruct the institution maintaining the Series 2002-2 Yield Supplement Account in writing to invest funds on deposit in the
Series 2002-2 Yield Supplement Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise);provided,
however,
that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such Permitted Investments will be credited to
the Series 2002-2 Yield Supplement Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a United States Security
Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee
pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending maturity or

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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 2002-2 Yield Supplement Account. In
absence of written direction as provided hereunder, funds on deposit in the Series 2002-2 Yield Supplement Account shall remain uninvested.

(c)  All
interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-2 Yield Supplement Account shall be
deemed to be on deposit and available for distribution.

(d)  If
there is a Series 2002-2 Yield Supplement Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in
writing and request the Indenture Trustee to withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Preferred Member
Distribution Account, and the Indenture Trustee shall withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Preferred Member
Distribution Account an amount up to the lesser of (i) such Series 2002-2 Yield Supplement Account Surplus on such Business Day and (ii) the
Series 2002-2 Yield Supplement Account Amount on such Business Day.

(e)  Amounts
will be withdrawn from the Series 2002-2 Yield Supplement Account in accordance with
Section5A.4(b).

(f)    In
order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer
hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all
of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 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 2002-2 Yield Supplement Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the
Series 2002-2 Yield Supplement Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 Yield
Supplement Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation,
cash. The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the Series 2002-2 Yield Supplement Account and in all proceeds thereof and shall be the only person authorized
to originate entitlement orders in respect of the Series 2002-2 Yield Supplement Account. The Indenture Trustee and the Series 2002-2 Investor Noteholders shall
have no interest in any amounts withdrawn from the Series 2002-2 Yield Supplement Account and deposited in the Series 2002-2 Preferred Member Distribution
Account.

(g)  On
the first Payment Date after the Series 2002-2 Note Termination Date on which the sum of (a) the Series 2002-2 Reserve
Account Amount, (b) the Series 2002-2 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-2 Preferred
Member Distribution Account in accordance withSection 5A.4(c)(ix)is at least equal to the aggregate stated liquidation preference of the
Series 2002-2 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall
withdraw from the Series 2002-2 Yield Supplement Account all amounts on deposit therein for deposit in the Series 2002-2 Preferred Member Distribution Account.

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Section 5A.10Series 2002-2 Distribution Account.

(a)  The
Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an
account (the "Series 2002-2 Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Distribution Account shall be an Eligible Deposit Account; providedthat, 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 2002-2 Distribution Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new
Series 2002-2 Distribution Account, it shall transfer all cash and investments from the non-qualifying Series 2002-2 Distribution Account into the new
Series 2002-2 Distribution Account. Initially, the Series 2002-2 Distribution Account will be established with JPMorgan Chase Bank.

(b)  In
order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer
hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all
of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 Distribution Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2002-2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 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 2002-2
Distribution Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-2 Distribution Account.

Section 5A.11Lease Rate Caps.

(a)  The
Issuer shall have obtained on the Series 2002-2 Closing Date and shall thereafter maintain one or more interest rate caps, each from a
Series 2002-2 Eligible Counterparty, having, in the aggregate, a notional amount on the Series 2002-2 Closing Date at least equal to the aggregate Lease Balance
of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the Series 2002-2 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End
Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each Payment Date thereafter at least equal to the aggregate scheduled Lease Balance of all such Fixed Rate Leases as
of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual
Values of the related Leased Vehicles, and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the weighted average
fixed rate of interest on such Fixed Rate Leases minus 0.65% 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 2002-2 Closing Date, the Issuer
shall have obtained and shall thereafter maintain an interest rate cap from a Series 2002-2 Eligible Counterparty having a notional amount equal to the initial Lease Balance of such
Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease
Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the
related Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate of interest on such
Fixed Rate Lease minus 0.65% per annum.

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(c)  The
Issuer may obtain an interest rate cap from a Series 2002-2 Eligible Counterparty in respect of any Fixed Rate Lease allocated to the Lease SUBI
Portfolio that was not a Fixed Rate Lease when initially allocated to the Lease SUBI Portfolio or on the Series 2002-2 Closing Date having a notional amount equal to the Lease
Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding the date as of which such Lease became a Fixed Rate Lease, plus, in the case of a Closed-End
Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day of the
Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike rate based
on the eurodollar 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 2002-2 Closing Date and shall thereafter maintain the Series 2002-2 Required Lease
Rate Cap.

(e)  If
the short-term credit rating of any provider of an interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11falls 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 2002-2 Eligible
Counterparty within 30 days of such decline in credit rating unless such provider provides some form of collateral for its obligations under its interest rate cap and the Rating Agency
Condition is satisfied with respect to such arrangement. The Issuer will not permit any interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11to be
terminated or transferred in whole or in part unless a replacement interest rate cap therefor has been provided as described
in the immediately preceding sentence and, after giving effect thereto, the Issuer has the interest rate caps required to be obtained and maintained by the Issuer pursuant to this Section 5A.11.

(f)    In
order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer
hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all
of the Issuer's right, title and interest in and to the Series 2002-2 Lease Rate Cap and any and all payments thereunder and any and all proceeds thereof (including as a result of
the termination thereof).

ARTICLE III    AMORTIZATION EVENTS

If any one of the following events shall occur with respect to the Series 2002-2 Investor Notes:

(a)  the
Series 2002-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

(b)  the
Series 2002-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

(c)  a
Series 2002-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;

(d)  a
Series 2002-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;

(e)  a
Series 2002-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;

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

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(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 2002-2 Senior Preferred Membership Interests or the
Series 2002-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;

(j)    any
Servicer Termination Event shall occur;

(k)  any
Termination Event shall occur;

(l)    an
Event of Default with respect to the Series 2002-2 Investor Notes shall occur;

(m)  there
is at least $10,000,000 on deposit in the Series 2002-2 Principal Collection Subaccount on two consecutive Settlement Dates during the
Series 2002-2 Revolving Period;

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

(o)  all
principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date, 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, or all principal and interest of the
Class B Investor Notes is not paid in full on or before the Class B 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 2002-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;

(q)  any
representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the
Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after
there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-2 Required Investor Noteholders, written notice
thereof;

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

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

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

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

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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 2002-2
Investor Notes only, if after the applicable
grace period, either the Indenture Trustee or Series 2002-2 Required Investor Noteholders, declare that an Amortization Event has occurred with respect to the
Series 2002-2 Investor Notes.In the case of any event described in clauses (a) through (o) above, an Amortization
Event with respect to the Series 2002-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the
Series 2002-2 Investor Noteholders.

ARTICLE IV    OPTIONAL PREPAYMENT

The Issuer shall have the option to prepay the Series 2002-2 Investor Notes in full on any Payment Date after the Payment Date in April 2004. 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 2002-2 Investor Notes shall equal the aggregate outstanding principal balance
of the Series 2002-2 Investor Notes (determined after giving effect to any payments of principal and interest on such Payment Date), plus accrued and unpaid interest on such
outstanding principal balance. Not later than 11:00 a.m., New York City time, on such Prepayment Date, the Issuer shall deposit in the Series 2002-2 Distribution Account an
amount equal to the prepayment price in immediately available funds. The funds deposited into the Series 2002-2 Distribution Account will be paid by the Indenture Trustee to the
Series 2002-2 Investor Noteholders on such Prepayment Date.

ARTICLE V  SERVICING AND     ADMINISTRATOR FEES

Section 5.1Servicing Fees.A periodic servicing fee (the "Series 2002-2
Basic Servicing Fee") shall be payable to the Servicer on each Payment Date for the Series 2002-2 Interest Period ending on such Payment Date in an amount
equal to the product of (a) 0.215% (the "Series Servicing Fee Percentage") times (b) the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the first day of
such Series 2002-2 Interest Period times (c) the number of days in such Series 2002-2 Interest Period dividedby 365 (or 366, as applicable) days;provided,
howeverthat 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 2002-2 Basic Servicing Fee and the additional servicing fee
payable to the Servicer hereunder (the "Series 2002-2 Supplemental Servicing Fee") for each Series 2002-2 Interest
Period equals 110% of the costs to the successor Servicer of servicing the portion of the Lease SUBI Portfolio allocated to Series 2002-2 during such
Series 2002-2 Interest Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to Series 2002-2 for each Series 2002-2
Interest Period shall equal the average Series 2002-2 Invested Percentage during such Series 2002-2 Interest Period. The Series 2002-2 Basic
Servicing Fee and any Series 2002-2 Supplemental Servicing Fee shall be payable to the Servicer on each Payment Date pursuant to Section 5A.4(c).

Section 5.2Administrator Fee.A periodic fee (the "Series 2002-2
Administrator Fee") shall be payable to the Administrator on each Payment Date for the Series 2002-2 Interest Period ending on such Payment Date in an amount
equal to the product of (a) 0.01% times (b) the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the first day of the immediately preceding Monthly Period
times (c) the number of days in such Series 2002-2 Interest Perioddividedby 365 (or 366, as applicable) days. The
Series 2002-2 Administrator Fee shall be payable to the Administrator on each Payment Date pursuant toSection 5A.4(c)(vii).

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ARTICLE VI    FORM OF SERIES 2002-2 NOTES

Section 6.1Initial Issuance of Series 2002-2 Investor Notes.

The
Series 2002-2 Investor Notes are being offered and sold by the Issuer in a registered public offering pursuant to an Underwriting Agreement, dated December 5, 2002, among
the Issuer, VMS, PHH and J.P. Morgan Securities Inc. and Barclay's Capital Inc., as the representatives of the underwriters.

Section 6.2Global Notes.

The
Series 2002-2 Investor Notes of each Class will be issued in the form of one or more Global Notes in fully registered form, without coupons, substantially in the form set forth
in Exhibits A-1, A-2 and A-3, registered in the name of Cede & Co., as nominee of DTC, and deposited with JPMorgan Chase, as custodian of DTC (collectively,
the "Series 2002-2 Global Notes").

The
Series 2002-2 Global Notes shall bear the following legends:



Section 6.3Definitive Notes.

No
Series 2002-2 Note Owner will receive a Definitive Note representing such Series 2002-2 Note Owner's interest in the Series 2002-2 Investor
Notes other than in accordance with Section 2.11 of the Base Indenture.

ARTICLE VII    INFORMATION

The Issuer hereby agrees to provide to the Indenture Trustee and each provider of the Series 2002-2 Required Lease Rate Cap, on each Determination Date, a
Monthly Settlement Statement, substantially in the form of Exhibit B, setting forth as of the last day of the most recent Monthly Period and for such Monthly Period the information set forth
therein. The Indenture Trustee shall provide to the Series 2002-2 Investor Noteholders, or their designated agent, copies of each Monthly Settlement Statement.

ARTICLE VIII    MISCELLANEOUS

Section 8.1Ratification 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.

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Section 8.2Obligations Unaffected.The obligations of the Issuer to the Series 2002-2 Investor
Noteholders under this Indenture Supplement shall not be affected by reason of any invalidity, illegality or irregularity of any of the SUBI Certificates, the Sold Units or the Fleet Receivables.

Section 8.3Governing 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 8.4Further 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 2002-2 Required Investor
Noteholders more fully to effect the purposes of this Indenture Supplement and the sale of the Series 2002-2 Investor Notes hereunder. The Issuer hereby authorizes the Indenture
Trustee to file any financing statements or similar documents or notices or continuation statements relating to the Series 2002-2 Collateral under the provisions of the UCC or
similar legislation of any applicable jurisdiction.

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

Exhibit A-1:

Form of Class A-1 NoteExhibit A-2:

Form of Class A-2 NoteExhibit A-3:

Form of Class B NoteExhibit B:

Form of Monthly Settlement StatementExhibit C:

Form of Series 2002-2 Lease Rate Cap


Section 8.6No 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 8.7Amendments.(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 2002-2 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 8.8Severability.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 8.9Counterparts.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 8.10No Bankruptcy Petition.(a)    By acquiring a Series 2002-2 Investor Note or
an interest therein, each Series 2002-2 Investor Noteholder and each Series 2002-2 Investor Note Owner hereby covenants and agrees that it will not institute
against, or join any other Person in instituting against, the

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Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

(a)  By
acquiring a Series 2002-2 Investor Note or an interest therein, each Series 2002-2 Investor Noteholder and each
Series 2002-2 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of
all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general
partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar law.

Section 8.11SUBIs.By acquiring a Series 2002-2 Investor Note or an interest therein, each
Series 2002-2 Investor Noteholder and each Series 2002-2 Investor Note Owner and the Issuer hereby represents, warrants and covenants that (a) each of the
Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §
3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet
Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and
(ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this Section as defined in the Origination Trust
Agreement), any other SUBI Portfolio (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the
UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI
and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in
respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease Receivable SUBI Portfolio shall be entitled to maintain any
action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI,
the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any
action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI
Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the
Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination
Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each
holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and
each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the
UTI Portfolio and each other SUBI Portfolio.

Section 8.12Notice 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 8.13Conflict 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.

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

| |  | CHESAPEAKE FUNDING LLC
| |  | ----------------------
| |  | By:                   
| |  | JPMORGAN CHASE BANK,  
| |  | as Indenture Trustee  
| |  | By:                   

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EXHIBIT A-1
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-1 INVESTOR NOTE

REGISTERED $255,000,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AC0
ISIN NO. US165182AC07

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

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

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

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,   CLASS A-1

CHESAPEAKE
FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Fifty 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 2002-2 Interest Period, in accordance with the terms of the
Indenture, at the

A-1

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Class A-1 Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on
and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date;provided, however,that the initial
Series 2002-2 Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and
interest on this Class A-1 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

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

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

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

A-2

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

|Date: December 16, 2002 |  |                        |             
|----------------------- |  | ---------------------- | ------------
|                        |  | CHESAPEAKE FUNDING LLC
|                        |  | By:                    | Name:
Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

| |  | JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
| |  | -----------------------------------------
| |  | By:                                      

A-3

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[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 2002-2 Floating
Rate Asset Backed Investor Notes, Class A-1 (herein called the "Class A-1 Investor Notes"), all issued under
(i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the
"Series 2002-2 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the
Series 2002-2 Supplement are referred to herein as the "Indenture". The Class A-1 Investor Notes are subject to
all terms of the Indenture. All terms used in this Class A-1 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The
Class A-1 Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture
and the Series 2002-2 Indenture Supplement.

Principal
of the Class A-1 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment
Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

The
entire unpaid principal amount of this Class A-1 Investor Note shall be due and payable on the Class A-1 Final Maturity Date. Notwithstanding the foregoing,
principal on the Class A-1 Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All principal payments
on the Class A-1 Investor Notes shall be made pro rata to the Class A-1 Investor Noteholders entitled thereto.

The
Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment
price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest
will accrue on this Class A-1 Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial
Series 2002-2 Interest Period, 1.72% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to
One-Month LIBOR for such Series 2002-2 Interest Period plus 0.30% per annum (the "Class A-1 Note
Rate"). "One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum
determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately
11:00 a.m., London time, on such LIBOR Determination Date;provided, however, that if such rate does not appear on Telerate Page 3750,
One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if
fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such
Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major
banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for
loans in Dollars to leading European banks for a period equal to one month;provided, finally, that if no such quotes are provided,
"One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding
Series 2002-2 Interest Period.

A-4

---

All
interest payments on the Class A-1 Investor Notes shall be made pro rata to the Class A-1 Investor Noteholders and the Class A-2 Investor
Noteholders based on the aggregate amounts of interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent
lawful.

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

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

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

A-5

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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 2002-2 Collateral. Each
Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner, by the acceptance of this Class A-1 Investor Note, agrees to treat this
Class A-1 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Series 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor
Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of
the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1
Investor Note (or any one or more predecessor Class A-1 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this
Class A-1 Investor Note and of any Class A-1 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Class A-1 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2002-2 Investor Notes issued thereunder.

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

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

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

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

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

A-6

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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:
|                                                                                                                                                                                                                                                                |  |  |    
|                                                                                                                                                                                                                                                                |  |  |    

---

A-7

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EXHIBIT A-2
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-2 INVESTOR NOTE

REGISTERED $245,000,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AD8
ISIN NO. US165182AD89

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

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

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

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,  CLASS A-2

CHESAPEAKE
FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of Two Hundred Forty 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 2002-2 Interest Period, in accordance with the terms of the Indenture at the Class A-2

A-8

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Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on and including a Payment Date
and ending on and including the day preceding the next succeeding Payment Date;provided, however,that the initial Series 2002-2
Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and interest on this
Class A-2 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

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

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

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

A-9

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

|Date: December 16, 2002 |  |                        |             
|----------------------- |  | ---------------------- | ------------
|                        |  | CHESAPEAKE FUNDING LLC
|                        |  | By:                    | Name:
Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

| |  | JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
| |  | -----------------------------------------
| |  | By:                                      

A-10

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[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 2002-2 Floating
Rate Asset Backed Investor Notes, Class A-2 (herein called the "Class A-2 Investor Notes"), all issued under
(i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"),
between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the
"Series 2002-2 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the
Series 2002-2 Supplement are referred to herein as the "Indenture". The Class A-2 Investor Notes are subject to
all terms of the Indenture. All terms used in this Class A-2 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The
Class A-2 Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture
and the Series 2002-2 Indenture Supplement.

Principal
of the Class A-2 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment
Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

The
entire unpaid principal amount of this Series 2002-2 Investor Note shall be due and payable on the Class A-2 Final Maturity Date. Notwithstanding the
foregoing, principal on the Class A-2 Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All
principal payments on the Class A-2 Investor Notes shall be made pro rata to the Class A-2 Investor Noteholders entitled thereto.

The
Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment
price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest
will accrue on this Class A-2 Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial
Series 2002-2 Interest Period, 1.83% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to
One-Month LIBOR for such Series 2002-2 Interest Period plus 0.41% per annum (the "Class A-2 Note
Rate"). "One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum
determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately
11:00 a.m., London time, on such LIBOR Determination Date;provided, however, that if such rate does not appear on Telerate Page 3750,
One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if
fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such
Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major
banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for
loans in Dollars to leading European banks for a period equal to one month;provided, finally, that if no such quotes are provided,
"One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding
Series 2002-2 Interest Period.

A-11

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All
interest payments on the Class A-2 Investor Notes shall be made pro rata to the Class A-2 Investor Noteholders and the Class A-1 Investor
Noteholders based on the aggregate amounts of interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class A-2 Note Rate to the extent
lawful.

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

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

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

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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 2002-2 Collateral. Each
Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner, by the acceptance of this Class A-2 Investor Note, agrees to treat this
Class A-2 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Series 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor
Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of
the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-2
Investor Note (or any one or more predecessor Class A-2 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this
Class A-2 Investor Note and of any Class A-2 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Class A-2 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2002-2 Investor Notes issued thereunder.

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

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

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

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

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

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ASSIGNMENT

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

|                                                                                                                                                                                                                                                                |  |  |    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---
|FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                |  |  |    
|                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                |  |  |    
|(name and address of assignee)                                                                                                                                                                                                                                 
|the within Class A-2 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to transfer said Class A-2 Investor Note on the books kept for registration thereof, with full power of substitution
in the premises.
|Dated:                                                                                                                                                                                                                                                          |  |  | By:
|                                                                                                                                                                                                                                                                |  |  |    
|                                                                                                                                                                                                                                                                |  |  |    

---

A-14

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EXHIBIT A-3
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS B INVESTOR NOTE

REGISTERED $44,900,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AE6
ISIN NO. US165182AE62

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

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,  CLASS B

CHESAPEAKE
FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of Forty Four Million Nine Hundred Thousand 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 B Investor Note shall be due on the Class B Final Maturity Date. However, principal with respect to the
Class B Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class B Note for each
Series 2002-2 Interest Period, in accordance with the terms of the Indenture at

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the Class B Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on and including a Payment Date and ending on and including
the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-2 Interest Period shall commence on and include the
Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and interest on this Class B 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 B 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 B Investor Note shall be applied as provided in the Indenture. This Class B 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 B 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 B 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 B Investor Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank,
4 New York Plaza, 6th Floor, New York, New York, 10004, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Indenture.

Unless
the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class B 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.

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

|Date: December 16, 2002 |  |                        |             
|----------------------- |  | ---------------------- | ------------
|                        |  | CHESAPEAKE FUNDING LLC
|                        |  | By:                    | Name:
Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

| |  | JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
| |  | -----------------------------------------
| |  | By:                                      

A-17

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[REVERSE OF CLASS B INVESTOR NOTE]

This
Class B Investor Note is one of a duly authorized issue of Class B Investor Notes of the Issuer designated its Series 2002-2 Floating Rate Asset Backed Investor
Notes, Class B (herein called the "Class B Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999
(such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and
(ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the "Series 2002-2 Indenture
Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-2 Supplement are referred to herein as the
"Indenture". The Class B Investor Notes are subject to all terms of the Indenture. All terms used in this Class B 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 B Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture and the
Series 2002-2 Indenture Supplement. Payment of interest on, and principal of, the Class B Investor Notes is subordinated to the payment of interest on, and principal of, the
Class A-1 Investor Notes and the Class A-2 Investor Notes as provided in the Series 2002-2 Indenture Supplement.

Principal
of the Class B 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 January 7, 2003.

The
entire unpaid principal amount of this Series 2002-2 Investor Note shall be due and payable on the Class B Final Maturity Date. Notwithstanding the foregoing, principal
on the Class B Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All principal payments on the Class B
Investor Notes shall be made pro rata to the Class B Investor Noteholders entitled thereto.

The
Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment
price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest
will accrue on this Class B Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial
Series 2002-2 Interest Period, 2.97% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to
One-Month LIBOR for such Series 2002-2 Interest Period plus 1.55% per annum (the "Class B Note Rate").
"One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum determined on the related LIBOR
Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time,
on such LIBOR Determination Date;provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for
such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted
by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination
Date to prime banks in the London interbank market for a period equal to one month;provided, further, that if fewer than two quotations are provided as
requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New
York City time, on the first day of such Series 2002-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided,

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finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as
in effect with respect to the preceding Series 2002-2 Interest Period.

All
interest payments on the Class B Investor Notes shall be madepro ratato the Class B Investor Noteholders based on the amounts of
interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class B Note Rate to the extent lawful.

As
provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class B Investor Note may be registered on the Note Register upon surrender of this
Class B 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 B 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 B 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 B Investor Note or an interest therein, each Class B Investor Noteholder and each Class B 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 B Investor Noteholder, by acceptance of a Class B Investor Note or, in the case of a Class B Investor Note Owner, a beneficial interest in a Class B 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, 12Del.C.§ 3801et
seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or
the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and
(ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust
Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the
UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI
and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations 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

A-19

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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 B Investor Noteholder or Class B Investor Note Owner, by acceptance of a Class B Investor Note or, in the case of a Class B Investor Note Owner, a beneficial
interest in a Class B Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class B Investor Noteholder or Class B 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 B Investor Noteholder and each Class B Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the
Class B Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-2 Collateral. Each Class B Investor Noteholder and each Class B
Investor Note Owner, by the acceptance of this Class B Investor Note, agrees to treat this Class B 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 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor
Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of
the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B Investor Note (or
any one or more predecessor Class B Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class B Investor Note and of any Class B
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 B 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 2002-2
Investor Notes issued thereunder.

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

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

This
Class B 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 B 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 B 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.

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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:
|                                                                                                                                                                                                                                                                |  |  |    
|                                                                                                                                                                                                                                                                |  |  |    

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