EX-10.1






Exhibit 10.1




CHESAPEAKE FUNDING LLC,

as Issuer




and




THE BANK OF NEW YORK MELLON,

as Indenture Trustee




SERIES 2009-1 INDENTURE SUPPLEMENT




dated as of June 9, 2009




to




AMENDED AND RESTATED BASE INDENTURE




dated as of December 17, 2008




$1,000,000,000

of

Floating Rate Asset Backed Investor Notes





 




			
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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.









 



 


Table of Contents




	 	 	 	 	 
	 	 	Page	 
	PRELIMINARY STATEMENT
	 	 	1	 
	 
	 	 	 	 
	DESIGNATION
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ARTICLE 5 OF THE BASE INDENTURE
	 	 	19	 
	Section 5A.1 Establishment of Series 2009-1 Subaccounts
	 	 	19	 
	Section 5A.2 Allocations with Respect to the Series 2009-1 Investor Notes.

	 	 	20	 
	Section 5A.3 Determination of Interest
	 	 	21	 
	Section 5A.4 Monthly Application of Collections
	 	 	22	 
	Section 5A.5 Payment of Monthly Interest Payment
	 	 	24	 
	Section 5A.6 Payment of Principal
	 	 	24	 
	Section 5A.7 The Administrator’s Failure to Instruct the Indenture Trustee to
Make a Deposit or Payment
	 	 	25	 
	Section 5A.8 Series 2009-1 Reserve Account
	 	 	26	 
	Section 5A.9 Series 2009-1 Yield Supplement Account
	 	 	27	 
	Section 5A.10 Series 2009-1 Distribution Account
	 	 	28	 
	Section 5A.11 Lease Rate Caps
	 	 	29	 
	Section 5A.12 Indenture Trustee As Securities Intermediary
	 	 	31	 
	 
	 	 	 	 
	ARTICLE III AMORTIZATION EVENTS
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV OPTIONAL PREPAYMENT
	 	 	34	 
	 
	 	 	 	 
	ARTICLE V SERVICING AND ADMINISTRATOR FEES
	 	 	35	 
	Section 5.1 Servicing Fees
	 	 	35	 
	Section 5.2 Administrator Fee
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI FORM OF SERIES 2009-1 NOTES
	 	 	35	 
	Section 6.1 Initial Issuance of Series 2009-1 Investor Notes
	 	 	35	 
	Section 6.2 Restricted Global Note
	 	 	35	 
	Section 6.3 Temporary Global Note and Permanent Global Note
	 	 	36	 
	Section 6.4 Definitive Notes
	 	 	36	 
	Section 6.5 Transfer Restrictions
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VII INFORMATION
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	41	 
	Section 8.1 Ratification of Indenture
	 	 	41	 
	Section 8.2 Governing Law
	 	 	41	 
	Section 8.3 Further Assurances
	 	 	42	 
	Section 8.4 Exhibits
	 	 	42	 





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	 	 	Page	 
	Section 8.5 No Waiver; Cumulative Remedies
	 	 	42	 
	Section 8.6 Amendments
	 	 	42	 
	Section 8.7 Severability
	 	 	42	 
	Section 8.8 Counterparts
	 	 	42	 
	Section 8.9 No Bankruptcy Petition
	 	 	43	 
	Section 8.10 SUBIs
	 	 	43	 
	Section 8.11 Notice to Rating Agencies
	 	 	44	 
	Section 8.12 Conflict of Instructions
	 	 	44	 






EXHIBITS




	 	 	 
	Exhibit A-1:

	 	Form of Restricted Global Investor Note
	Exhibit A-2:

	 	Form of Temporary Global Investor Note
	Exhibit A-3:

	 	Form of Permanent Global Investor Note
	Exhibit B-1:

	 	Form of Transfer Certificate
	Exhibit B-2:

	 	Form of Transfer Certificate
	Exhibit B-3:

	 	Form of Transfer Certificate
	Exhibit B-4:

	 	Form of Clearing System Certificate
	Exhibit B-5:

	 	Form of Certificate of Beneficial Ownership
	Exhibit C:

	 	Form of Monthly Settlement Statement
	Exhibit D:

	 	Form of Lease Rate Cap




-ii-









 




          SERIES 2009-1 SUPPLEMENT, dated as of June 9, 2009 (as amended, supplemented, restated or
otherwise modified from time to time, this “Indenture Supplement”) between CHESAPEAKE
FUNDING LLC, a special purpose limited liability company established under the laws of Delaware
(the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its
capacity as Indenture Trustee (together with its successors in trust thereunder as provided in the
Base Indenture referred to below, the “Indenture Trustee”), to the Amended and Restated
Base Indenture, dated as of December 17, 2008, between the Issuer and the Indenture Trustee (as
amended, modified, restated or supplemented from time to time, exclusive of Indenture Supplements
creating new Series of Investor Notes, the “Base Indenture”).




PRELIMINARY STATEMENT




          WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other
things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into
an Indenture Supplement to the Base Indenture for the purpose of authorizing the issuance of one or
more Series of Investor Notes.




          NOW, THEREFORE, the parties hereto agree as follows:




DESIGNATION




          There is hereby created a Series of Investor Notes to be issued pursuant to the Base Indenture
and this Indenture Supplement and such Series of Investor Notes shall be designated generally as
Series 2009-1 Floating Rate Asset Backed Investor Notes.




          The Series 2009-1 Floating Rate Asset Backed Investor Notes shall be issued in a single class,
which shall be designated as the Series 2009-1 Floating Rate Asset Backed Investor Notes and
referred to herein as the “Series 2009-1 Investor Notes.” The Series 2009-1 Investor Notes shall
be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.




          The net proceeds from the sale of the Series 2009-1 Investor Notes (as defined herein) shall
be applied in accordance with Section 5A.2(b) and the portion thereof deposited in the
Series 2009-1 Principal Collection Subaccount shall be used by the Issuer to fund the Loans to
Holdings under the Loan Agreement and the prepayment of the Invested Amounts of other Series of
Investor Notes.




ARTICLE I




DEFINITIONS




          (a) All capitalized terms not otherwise defined herein are defined in the Definitions List
attached to the Base Indenture as Schedule 1 thereto. All Article, Section or Subsection
references herein shall refer to Articles, Sections or Subsections of this Indenture Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context










 



2



otherwise requires or if such term is otherwise defined in the Base Indenture, each
capitalized term used or defined herein shall relate only to the Series 2009-1 Investor Notes and
not to any other Series of Investor Notes issued by the Issuer.




          (b) The following words and phrases shall have the following meanings with respect to the
Series 2009-1 Investor Notes and the definitions of such terms are applicable to the singular as
well as the plural form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:





     “Additional Interest” is defined in Section 5A.3(b).




     “Amortization Event” is defined in Article 3.




     “Applicable Procedures” is defined in Section 6.5(c).




     “Calculation Agent” means The Bank of New York Mellon, in its capacity as
calculation agent with respect to the Series 2009-1 Note Rates.




     “Car” means an automobile or a Light-Duty Truck.




     “Charge-Off Ratio” means, for any specified Settlement Date, twelve times the
quotient, expressed as a percentage, of (a) Aggregate Net Lease Losses for the preceding
Monthly Period, divided by (b) the Aggregate Lease Balance as of the last day of the second
preceding Monthly Period.




     “Clearstream” is defined in Section 6.3.




     “Deficiency” is defined in Section 5A.4(b)(i).




     “Delinquency Ratio” means, for any specified Settlement Date, the quotient,
expressed as a percentage, of (a) the aggregate billings with respect to all Leases and all
Fleet Receivables which were unpaid for 60 days or more from the original due date thereof
as of the last day of the immediately preceding Monthly Period divided by (b) the sum of (i)
the aggregate billings with respect to all Leases and all Fleet Receivables which were
unpaid as of the last day of the second preceding Monthly Period and (ii) the aggregate
amount billed with respect to all Leases and all Fleet Receivables during the immediately
preceding Monthly Period.




     “DTC” means The Depository Trust Company or its successor, as the Clearing
Agency for the Series 2009-1 Investor Notes.




     “Equipment” means any Vehicle that is not a Car, a Forklift, a Heavy-Duty
Truck, a Medium-Duty Truck, a Truck Body or a Trailer.




     “Euroclear” is defined in Section 6.3.




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









 



3



     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is not a Car allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is not a Car
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly Period of the lesser of (A) the Stated Residual Value of such Unit Vehicle
and (B) the Net Book Value of such Unit Vehicle as of the last day of such Monthly
Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess Equipment Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is Equipment allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is Equipment
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly Period of the lesser of (A) the Stated Residual Value of such Unit Vehicle
and (B) the Net Book Value of such Unit Vehicle as of the last day of such Monthly
Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess Forklift Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Forklift allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is a Forklift
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly Period of the lesser of (A) the Stated Residual Value of such Unit Vehicle
and (B) the Net Book Value of such Unit Vehicle as of the last day of such Monthly
Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess Heavy-Duty Truck Amount” means, on any Settlement Date, an amount equal
to the excess, if any, of (a) the sum of



 




			
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4



     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Heavy-Duty Truck allocated to the Lease SUBI as of the last
day of the Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is a
Heavy-Duty Truck subject to a Closed-End Lease allocated to the Lease SUBI as of the
last day of such Monthly Period of the lesser of (A) the Stated Residual Value of
such Unit Vehicle and (B) the Net Book Value of such Unit Vehicle as of the last day
of such Monthly Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess High Lease Balance Amount” means, on any Settlement Date, an amount
equal to the excess, if any, of (a) the aggregate Lease Balance of all Eligible Leases
having a Lease Balance in excess of $[***] allocated to the Lease SUBI as of the last day of
the Monthly Period immediately preceding such Settlement Date over (b) an amount equal to
[***]% of the Aggregate Lease Balance as of such Settlement Date.




     “Excess Longer-Term Lease Amount” means, on any Settlement Date, an amount
equal to the greater of (a) the excess, if any, of (i) the aggregate Lease Balance of all
Eligible Leases having remaining terms of longer than five years allocated to the Lease SUBI
as of the last day of the Monthly Period immediately preceding such Settlement Date over
(ii) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date and
(b) the excess, if any, of (i) the aggregate Lease Balance of all Eligible Leases having
remaining terms of longer than seven years allocated to the Lease SUBI as of the last day of
the Monthly Period immediately preceding such Settlement Date over (ii) an amount equal to
[***]% of the Aggregate Lease Balance as of such Settlement Date.




     “Excess Medium-Duty Truck Amount” means, on any Settlement Date, an amount
equal to the excess, if any, of (a) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Medium-Duty Truck allocated to the Lease SUBI as of the last
day of the Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is a
Medium-Duty Truck subject to a Closed-End Lease allocated to the Lease SUBI as of
the last day of such Monthly Period of the lesser of (A) the Stated Residual Value
of such Unit Vehicle and (B) the Net Book Value of such Unit Vehicle as of the last
day of such Monthly Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess State Obligor Risk Amount” means, on any Settlement Date, an amount
equal to the excess, if any, of (a) the aggregate Lease Balance of all Eligible Leases the



 




			
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5



Obligor of which is a state or local government or any subdivision thereof, or any
agency, department or instrumentality thereof allocated to the Lease SUBI as of the last day
of the Monthly Period immediately preceding such Settlement Date over (b) an amount equal to
[***]% of the Aggregate Lease Balance as of such Settlement Date.




     “Excess Trailer Amount” means, on any Settlement Date, an amount equal to the
excess, if any, of (a) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Trailer allocated to the Lease SUBI as of the last day of the
Monthly Period immediately preceding such Settlement Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is a Trailer
subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of such
Monthly Period of the lesser of (A) the Stated Residual Value of such Unit Vehicle
and (B) the Net Book Value of such Unit Vehicle as of the last day of such Monthly
Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess Truck Amount” means, on any Settlement Date, an amount equal to the
greater of (a) the sum of (i) the Excess Heavy-Duty Truck Amount on such Settlement Date and
(ii) the Excess Medium-Duty Truck Amount on such Settlement Date and (b) an amount equal to
the excess, if any, of (x) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Medium-Duty Truck or a Heavy-Duty Truck allocated to the Lease
SUBI as of the last day of the Monthly Period immediately preceding such Settlement
Date plus




     (ii) an amount equal to the aggregate for each Unit Vehicle which is a
Medium-Duty Truck or a Heavy-Duty Truck subject to a Closed-End Lease allocated to
the Lease SUBI as of the last day of such Monthly Period of the lesser of (A) the
Stated Residual Value of such Unit Vehicle and (B) the Net Book Value of such Unit
Vehicle as of the last day of such Monthly Period;



     over (y) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Excess Truck Body Amount” means, on any Settlement Date, an amount equal to
the excess, if any, of (a) the sum of




     (i) the aggregate Lease Balance of all Eligible Leases the related Leased
Vehicle of which is a Truck Body allocated to the Lease SUBI as of the last day of
the Monthly Period immediately preceding such Settlement Date plus




 




			
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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



6



     (ii) an amount equal to the aggregate for each Unit Vehicle which is a Truck
Body subject to a Closed-End Lease allocated to the Lease SUBI as of the last day of
such Monthly Period of the lesser of (A) the Stated Residual Value of such Unit
Vehicle and (B) the Net Book Value of such Unit Vehicle as of the last day of such
Monthly Period;



     over (b) an amount equal to [***]% of the Aggregate Unit Balance as of such Settlement Date.




     “Final Maturity Date” means the December 2020 Payment Date.




     “Finance Charge Rate” means the actual or implicit finance charge rate,
exclusive of any management or administrative fee.




     “Financial Assets” is defined in Section 5A.12(b)(i).




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




     “Gross Vehicle Weight” means the maximum manufacturer recommended weight that
the axels of a Truck or Tractor can carry including the weight of the Truck or Tractor.




     “Heavy-Duty Truck” means a Truck or Tractor having a Gross Vehicle Weight of
over 33,000 pounds.




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




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




     “Lease Rate Cap Event” means the failure on the part of the Issuer to have the
Lease Rate Caps that it is required to have in accordance with Section 5A.11.




     “LIBOR Determination Date” means, with respect to any Series 2009-1 Interest
Period, the second London Business Day next preceding the first day of such Series 2009-1
Interest Period.




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




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




     “Management Fee Yield” means, with respect to any Unit Lease for any Settlement
Date, the product of (a) the percentage equivalent of a fraction, the numerator of which is
equal to the fixed monthly management or administrative fee payable in




 




			
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7



respect of such Unit Lease, and the denominator of which is the Lease Balance of such
Lease as of the last day of the immediately preceding Monthly Period and (b) [***].




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




     “Monthly Interest Payment” is defined in Section 5A.3(b).




     “New York UCC” is defined in Section 5A.12(b)(i).




     “One-Month LIBOR” means, (i) for the initial Series 2009-1 Interest Period,
[***]% and (ii) for each Series 2009-1 Interest Period thereafter, 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 the Bloomberg
Screen BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 A.M., London time, on such
LIBOR Determination Date; provided, however, that if such rate does not appear on the
Bloomberg Screen BTMM Page, One-Month LIBOR will mean, for such 2009-1 Interest Period, the
rate per annum equal to the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the
Calculation Agent as the rates at which deposits in Dollars are offered by the Reference
Banks at approximately 11:00 A.M., London time, on the LIBOR Determination Date to prime
banks in the London interbank market for a period equal to one month; provided, further,
that if fewer than two quotations are provided as requested by the Reference Banks,
“One-Month LIBOR” for such Series 2009-1 Interest Period will mean the arithmetic mean
(rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by
major banks in New York, New York selected by the Calculation Agent, at approximately 10:00
A.M., New York City time, on the first day of such Series 2009-1 Interest Period for loans
in Dollars to leading European banks for a period equal to one month; provided, finally,
that if no such quotes are provided, “One-Month LIBOR” for such Series 2009-1 Interest
Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2009-1
Interest Period.




     “Outstanding” means, with respect to the Series 2009-1 Investor Notes, all
Series 2009-1 Investor Notes theretofore authenticated and delivered under the Indenture,
except (a) Series 2009-1 Investor Notes theretofore canceled or delivered to the
Transfer Agent and Registrar for cancellation, (b) Series 2009-1 Investor Notes which have
not been presented for payment but funds for the payment of which are on deposit in the
Series 2009-1 Distribution Account and are available for payment of such Series 2009-1
Investor Notes, and Series 2009-1 Investor Notes which are considered paid pursuant to
Section 11.1 of the Base Indenture, or (c) Series 2009-1 Investor Notes in exchange
for or in lieu of other Series 2009-1 Investor Notes which have been authenticated and
delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Series 2009-1 Investor Notes are held by a purchaser for value.




     “Overconcentration Amount” means, on any Settlement Date, an amount equal to
the greatest of (a) the excess, if any, of (i) the aggregate Lease Balance of the Eligible



 




			
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8



Leases to which the Obligor having the largest aggregate Lease Balance of Eligible
Leases allocated to the Lease SUBI is a party as of the last day of the Monthly Period
immediately preceding such Settlement Date over (ii) an amount equal to [***]% of the
Aggregate Lease Balance as of such Settlement Date; provided, however that if the long-term
debt obligations of such Obligor are not rated at least “Baa3” by Moody’s and at least
“BBB-” by Standard & Poor’s as of such Settlement Date, the amount in this clause (ii) shall
equal [***]% of the Aggregate Lease Balance as of such Settlement Date, (b) the excess, if
any, of (i) the aggregate Lease Balance of the Eligible Leases to which the Obligors having
the two largest aggregate Lease Balances of Eligible Leases allocated to the Lease SUBI are
a party as of the last day of the Monthly Period immediately preceding such Settlement Date
over (ii) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement
Date; provided, however that if the long-term debt obligations of the Obligor having the
largest aggregate Lease Balance of Eligible Leases allocated to the Lease SUBI are not rated
at least “Baa3” by Moody’s and at least “BBB-” by Standard & Poor’s as of such Settlement
Date, the amount in this clause (ii) shall equal [***]% of the Aggregate Lease Balance as of
such Settlement Date, (c) the excess, if any, of (i) the aggregate Lease Balance of the
Eligible Leases to which the Obligors having the five largest aggregate Lease Balances of
Eligible Leases allocated to the Lease SUBI are a party as of the last day of the Monthly
Period immediately preceding such Settlement Date over (ii) an amount equal to [***]% of the
Aggregate Lease Balance as of such Settlement Date and (d) the excess, if any, of (i) the
aggregate Lease Balance of the Eligible Leases to which the Obligors having the ten largest
aggregate Lease Balances of Eligible Leases allocated to the Lease SUBI are a party as of
the last day of the Monthly Period immediately preceding such Settlement Date over (ii) an
amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date.




     “Paid-In Advance Loss Ratio” means, for any specified Settlement Date, the
quotient, expressed as a percentage, of (a) the excess, if any, of (i) the aggregate Cost of
all Unit Paid-In Advance Vehicles that became Rejected Paid-In Advance Vehicles during the
immediately preceding Monthly Period over (ii) all Paid-In Advance Proceeds received by the
Servicer during the preceding Monthly Period for all Unit Paid-In Advance Vehicles that
became Rejected Paid-In Advance Vehicles during such Monthly Period and all prior Monthly
Periods divided by (b) the aggregate Cost of all Unit Paid-In Advance Vehicles that became
Rejected Paid-In Advance Vehicles during the immediately preceding Monthly Period.




     “Payment Date” means the 15th day of each month, or if such date is not a
Business Day, the next succeeding Business Day, commencing July 15, 2009.




     “Permanent Global Note” is defined in Section 6.3.




     “Prepayment Date” is defined in Article 4.




     “QIBs” is defined in Section 6.1.



 




			
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     “Rating Agencies” means, with respect to the Series 2009-1 Investor Notes,
Standard & Poor’s, Moody’s and any other nationally recognized rating agency rating the
Series 2009-1 Investor Notes at the request of the Issuer.




     “Rating Agency Condition” means, with respect to any action specified herein as
requiring satisfaction of the Rating Agency Condition, that each Rating Agency shall have
been given 10 days’ (or such shorter period as shall be acceptable to each Rating Agency)
prior notice thereof and that each of the Rating Agencies shall have notified the Issuer and
the Indenture Trustee in writing that such action will not result in a reduction or
withdrawal of the then current rating of the Series 2009-1 Investor Notes.




     “Record Date” means, with respect to each Payment Date, the immediately
preceding Business Day.




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




     “Regulation S” means Regulation S promulgated under the Securities Act.




     “Remaining Lease Term” means, with respect to any Series 2009-1 Yield Shortfall
Lease for any Settlement Date, the remaining number of months over which the Capitalized
Cost of the related Leased Vehicle is being depreciated thereunder as of the last day of the
immediately preceding Monthly Period.




     “Residual Value Loss Ratio” means, for any specified Settlement Date, the
quotient, expressed as a percentage, of (a) the sum of the Residual Value Losses for all
Unit Vehicles that became Residual Value Vehicles during the preceding Monthly Period minus
all Termination Proceeds included in clauses (i) and (ii) of the definition thereof for the
preceding Monthly Period for all Unit Vehicles that became Residual Value Vehicles during
prior Monthly Periods divided by (b) the sum of the Stated Residual Values for all Unit
Vehicles that became Residual Value Vehicles during the preceding Monthly Period.




     “Restricted Global Note” is defined in Section 6.2.




     “Restricted Notes” means the Restricted Global Note and all other Series 2009-1
Investor Notes evidencing the obligations, or any portion of the obligations, initially
evidenced by the Restricted Global Note, other than certificates transferred or exchanged
upon certification as provided in Section 6.5.




     “Restricted Period” means the period commencing on the Series 2009-1 Closing
Date and ending on the 40th day after the Series 2009-1 Closing Date.




     “Rule 144A” means Rule 144A promulgated under the Securities Act.




     “Securities Intermediary” is defined in Section 5A.12(a).









 



10



     “Series 2006-1 Indenture Supplement” means the Series 2006-1 Indenture
Supplement, dated as of March 7, 2006, as amended as of March 6, 2007, as of February 28,
2008, as of December 17, 2008, as of February 26, 2009 and as of May 28, 2009, among the
Issuer, VMS, as administrator, the several commercial paper conduits listed on Schedule I
thereto, the banks party thereto with respect to each such commercial paper conduit, the
agent banks party thereto with respect to each such commercial paper conduit, JPMorgan Chase
Bank, N.A., in its capacity as administrative agent, and the Indenture Trustee.




     “Series 2006-1 Investor Notes” means the Investor Notes issued pursuant to the
Series 2006-1 Indenture Supplement.




     “Series 2009-1” means Series 2009-1, the Principal Terms of which are set forth
in this Indenture Supplement.




     “Series 2009-1 Administrator Fee” is defined in Section 5.2.




     “Series 2009-1 Allocated Adjusted Aggregate Unit Balance” means, as of any date
of determination, the product of (a) the Adjusted Aggregate Unit Balance and (b) the
percentage equivalent of a fraction the numerator of which is the Series 2009-1 Required
Asset Amount as of such date and the denominator of which is the sum of (x) the Series
2009-1 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to
each other Series of Investor Notes as of such date, including all Series of Investor Notes
that have been paid in full but as to which the Amortization Period shall have not ended.




     “Series 2009-1 Allocated Asset Amount Deficiency” means, as of any date of
determination, the amount, if any, by which the Series 2009-1 Allocated Adjusted Aggregate
Unit Balance is less than the Series 2009-1 Required Asset Amount as of such date.




     “Series 2009-1 Amortization Period” means the period beginning at the earlier
of (a) the close of business on the Business Day immediately preceding the day on which an
Amortization Event is deemed to have occurred with respect to the Series 2009-1 Investor
Notes and (b) the close of business on the Period End Date in May 2010 and ending on the
date when the Series 2009-1 Investor Notes are fully paid.




     “Series 2009-1 Available Excess Collections Amount” means, on any Business Day
during the period commencing on a Period End Date to but excluding the next succeeding
Settlement Date, an amount equal to the excess, if any, of (a) the amount deposited in the
Series 2009-1 General Collection Subaccount during the immediately preceding Monthly Period
pursuant to Section 5A.2(a) over (b) the amounts to be distributed from the Series
2009-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (xi) of
Section 5A.4(c) on such Settlement Date.




     “Series 2009-1 Basic Servicing Fee” is defined in Section 5.1.









 



11



     “Series 2009-1 Basis Spread” means, with respect to any Unit Lease whose
Finance Charge Rate is based on (i) the LIBOR Index, [***]%, (ii) the ABS CP Index, [***]%,
(iii) the Non-Financial CP Index, [***]%, (iv) the PHH Cost of Funds Index, [***]%, (v) the
Bloomberg ABS CP Index, [***]%, (vi) the PHH Commercial Paper Rate Index, [***]% or (vii)
any other Eligible Floating Rate Index with respect to which the Rating Agency Condition has
been satisfied, the basis spread specified in connection with such satisfaction of the
Rating Agency Condition.




     “Series 2009-1 Closing Date” means June 9, 2009.




     “Series 2009-1 Collateral” means the Collateral, the Series 2009-1 Reserve
Account, the Series 2009-1 Yield Supplement Account and the Series 2009-1 Distribution
Account.




     “Series 2009-1 Collection Subaccount” is defined in Section 5A.1(a).




     “Series 2009-1 Designated Account” is defined in Section 5A.12(a).




     “Series 2009-1 Distribution Account” is defined in Section 5A.10(a).




     “Series 2009-1 Eligible Counterparty” means a financial institution which has,
or has all of its obligations under its interest rate cap maintained pursuant to Section
5A.11 guaranteed by a Person that has (i) a short-term senior unsecured debt, deposit,
claims paying or credit rating of at least “A-1” by Standard & Poor’s, or if such financial
institution does not have a short-term senior unsecured debt rating by Standard &Poor’s, a
long-term senior, unsecured debt or credit rating of at least “A+” by Standard & Poor’s and
(ii) a short-term senior unsecured debt, deposit, claims paying or credit rating of “P-1” by
Moody’s, , or if such financial institution does not have a short-term senior unsecured debt
rating by Moody’s, a long-term senior unsecured debt or credit rating of at least “Aa3” by
Moody’s.




     “Series 2009-1 Gain on Sale Account Percentage” means [***]%.




     “Series 2009-1 Global Notes” means the Temporary Global Note, the Restricted
Global Note or the Permanent Global Note.




     “Series 2009-1 Initial Invested Amount” means the aggregate initial principal
amount of the Series 2009-1 Investor Notes, which is $1,000,000,000.




     “Series 2009-1 Interest Period” means a period commencing on and including a
Payment Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2009-1 Interest Period shall
commence on and include the Series 2009-1 Closing Date and end on and include July 14, 2009.




     “Series 2009-1 Invested Amount” means, on any date of determination, an amount
equal to (a) the Series 2009-1 Initial Invested Amount minus (b) the amount of principal
payments made to Series 2009-1 Investor Noteholders on or prior to such date.



 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



12



     “Series 2009-1 Invested Percentage” means, with respect to any Business Day (i)
during the Series 2009-1 Revolving Period, the percentage equivalent (which percentage shall
never exceed [***]%) of a fraction the numerator of which shall be equal to the Series
2009-1 Allocated Adjusted Aggregate Unit Balance as of the end of the immediately preceding
Business Day and the denominator of which is the sum of the numerators used to determine
invested percentages for allocations for all Series of Investor Notes (and all classes of
such Series of Investor Notes), including all Series of Investor Notes that have been paid
in full but as to which the Amortization Period shall have not ended, as of the end of such
immediately preceding Business Day or (ii) during the Series 2009-1 Amortization Period, the
percentage equivalent (which percentage shall never exceed [***]%) of a fraction the
numerator of which shall be equal to the Series 2009-1 Allocated Adjusted Aggregate Unit
Balance as of the end of the Series 2009-1 Revolving Period, and the denominator of which is
the sum of the numerators used to determine invested percentages for allocations for all
Series of Investor Notes (and all classes of such Series of Investor Notes), including all
Series of Investor Notes that have been paid in full but as to which the Amortization Period
shall have not ended, as of the end of the immediately preceding Business Day.




     “Series 2009-1 Investor Noteholder” means the Person in whose name a Series
2009-1 Investor Note is registered in the Note Register.




     “Series 2009-1 Investor Note Owner” means, with respect to a Series 2009-1
Global Note, the Person who is the beneficial owner of an interest in such Series 2009-1
Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an
account with DTC (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of DTC).




     “Series 2009-1 Investor Notes” means any one of the Series 2009-1 Floating Rate
Asset Backed Investor Notes executed by the Issuer and authenticated by or on behalf of the
Indenture Trustee, substantially in the form of Exhibit A-1, A-2 or
A-3. Definitive Series 2009-1 Investor Notes shall have such insertions and
deletions as are necessary to give effect to the provisions of Section 2.11 of the
Base Indenture.




     “Series 2009-1 Liquid Credit Enhancement Deficiency” means, on any date of
determination, the amount by which the Series 2009-1 Reserve Account Amount is less than the
Series 2009-1 Required Reserve Account Amount.




     “Series 2009-1 Minimum Yield Rate” means, with respect to any Unit Lease for
any Settlement Date, a rate per annum equal to the sum of (i) the Series 2009-1 Weighted
Average Cost of Funds for such Settlement Date, (ii) [***]% and (iii) the Series 2009-1
Basis Spread with respect to such Unit Lease.




     “Series 2009-1 Monthly Interest” means, with respect to any Series 2009-1
Interest Period, an amount equal to the product of (i) the Series 2009-1 Note Rate for such
Series 2009-1 Interest Period, (ii) the Series 2009-1 Invested Amount on the first day of
such Series 2009-1 Interest Period, after giving effect to any principal payments made on
such date, or, in the case of the initial Series 2009-1 Interest Period, the Series



 




			
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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



13



2009-1 Initial Invested Amount and (iii) a fraction, the numerator of which is the
number of days in such Series 2009-1 Interest Period and the denominator of which is [***].




     “Series 2009-1 Monthly Residual Value Gain” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2009-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Monthly Residual Value Gain for
such Settlement Date.




     “Series 2009-1 Monthly Servicer Advance Reimbursement Amount” means, for each
Settlement Date, an amount equal to the product of (a) the Monthly Servicer Advance
Reimbursement Amount for such Settlement Date and (b) the average daily Series 2009-1
Invested Percentage during the immediately preceding Monthly Period.




     “Series 2009-1 Note Rate” means, (i) with respect to the initial Series 2009-1
Interest Period, [***]% per annum and (ii) with respect to each Series 2009-1 Interest
Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2009-1 Interest
Period plus [***]% per annum.




     “Series 2009-1 Note Termination Date” means the date on which the Series 2009-1
Investor Notes are fully paid.




     “Series 2009-1 Principal Collection Subaccount” is defined in Section
5A.1(a).




     “Series 2009-1 Principal Payment Amount” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2009-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Principal Payment Amount for
such Settlement Date.




     “Series 2009-1 Required Asset Amount” means, as of any date of determination,
the sum of the Series 2009-1 Invested Amount and the Series 2009-1 Required
Overcollateralization Amount as of such date.




     “Series 2009-1 Required Enhancement Amount” means, on any date, the sum of (a)
the Series 2009-1 Required Percentage on such date of the Series 2009-1 Initial Invested
Amount plus (b) the sum of:




     (i) if the Three-Month Average Residual Value Loss Ratio with respect to the
most recent Settlement Date exceeded [***]%, an amount equal to the product of (A)
the Series 2009-1 Invested Percentage as of the last day of the Monthly Period
immediately preceding such Settlement Date and (B) [***]% of the amount by which the
Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each
case, as of that date; plus




     (ii) the greater of




     (A) the sum of:



 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



14



     (1) an amount equal to the product of (x) the Series 2009-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Equipment Amount on such Settlement Date;




     (2) an amount equal to the product of (x) the Series 2009-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Forklift Amount on such Settlement Date;




     (3) an amount equal to the product of (x) the Series 2009-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Truck Amount on such Settlement Date;




     (4) an amount equal to the product of (x) the Series 2009-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Trailer Amount on such Settlement Date; and




     (2) an amount equal to the product of (x) the Series 2009-1
Invested Percentage as of the last day of the Monthly Period
immediately preceding the most recent Settlement Date and (y) the
Excess Truck Body Amount on such Settlement Date; or




     (B) an amount equal to the product of (x) the Series 2009-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
such Settlement Date and (y) the Excess Alternative Vehicle Amount on such
Settlement Date; plus




     (iii) the sum of:




     (A) an amount equal to the product of (x) the Series 2009-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
the most recent Settlement Date and (y) the Overconcentration Amount on such
Settlement Date;




     (B) an amount equal to the product of (x) the Series 2009-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
the most recent Settlement Date and (y) the Excess Longer-Term Lease Amount
on such Settlement Date;




     (C) an amount equal to the product of (x) the Series 2009-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
the most recent Settlement Date and (y) the Excess High Lease Balance Amount
on such Settlement Date; and









 



15



     (D) an amount equal to the product of (x) the Series 2009-1 Invested
Percentage as of the last day of the Monthly Period immediately preceding
the most recent Settlement Date and (y) the Excess State Obligor Risk Amount
on such Settlement Date;



provided, however, that, after the declaration or occurrence of an Amortization Event, the
Series 2009-1 Required Enhancement Amount shall equal the Series 2009-1 Required Enhancement
Amount on the date of the declaration or occurrence of such Amortization Event.




     “Series 2009-1 Required Investor Noteholders” means Series 2009-1 Investor
Noteholders holding more than 50% of the Series 2009-1 Invested Amount (excluding any Series
2009-1 Investor Notes held by the Issuer or any Affiliate of the Issuer).




     “Series 2009-1 Required Overcollateralization Amount” means, on any date of
determination during an Accrual Period, the amount, if any, by which the Series 2009-1
Required Enhancement Amount exceeds the sum of (a) the Series 2009-1 Reserve Account Amount
and (b) the amount on deposit in the Series 2009-1 Principal Collection Subaccount on such
date (excluding any amounts deposited therein pursuant to Section 5A.2(d) during the
Monthly Period commencing after the first day of such Accrual Period).




     “Series 2009-1 Required Percentage” means, on any date of determination, the
percentage equivalent of a fraction, the numerator of which is $[***], and the denominator
of which is $[***]unless for the most recent Settlement Date any one of the following was
true:




     (i) the Three Month Average Charge-Off Ratio exceeded [***]%;




     (ii) the Three Month Average Paid-In Advance Loss Ratio exceeded [***]%; or




     (iii) the Three Month Average Delinquency Ratio exceeded [***]%;



     in which case, the Series 2009-1 Required Percentage on such date will equal [***]%.




     “Series 2009-1 Required Reserve Account Amount” means $[***].




     “Series 2009-1 Required Yield Supplement Amount” means, as of any Settlement
Date, the excess, if any, of (a) the Series 2009-1 Yield Shortfall Amount for such
Settlement Date over (b) [***]% of the product of (x) the Series 2009-1 Invested Percentage
on such Settlement Date and (y) the excess of (1) the Class X 1999-1B Invested Amount for
the current Monthly Period (after giving effect to any increase thereof on such Settlement
Date) over (2) the sum, with respect to each Obligor of Eligible Receivables as of the close
of business on the first day of such Monthly Period, of the amount, if any, by which the
amount owing by such Obligor in respect of such Eligible Receivables as of such date exceeds
an amount equal to [***]% of the Class X 1999-1B Invested Amount; provided, however that
upon the occurrence of a Receivables



 




			
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16



Purchase Termination Event, the Series 2009-1 Required Yield Supplement Amount will
equal the Series 2009-1 Yield Shortfall Amount for such Settlement Date.




     “Series 2009-1 Reserve Account” is defined in Section 5A.8(a).




     “Series 2009-1 Reserve Account Amount” means, on any date of determination, the
amount on deposit in the Series 2009-1 Reserve Account and available for withdrawal
therefrom.




     “Series 2009-1 Reserve Account Surplus” means, on any date of determination,
the amount, if any, by which the Series 2009-1 Reserve Account Amount exceeds the Series
2009-1 Required Reserve Account Amount.




     “Series 2009-1 Revolving Period” means the period from and including the Series
2009-1 Closing Date to but excluding the commencement of the Series 2009-1 Amortization
Period.




     “Series 2009-1 Servicing Fee Percentage” is defined in Section 5.1.




     “Series 2009-1 Settlement Collection Subaccount” is defined in Section
5A.1(a).




     “Series 2009-1 Subaccounts” is defined in Section 5A.1(a).




     “Series 2009-1 Supplemental Servicing Fee” is defined in Section 5.1.




     “Series 2009-1 Weighted Average Cost of Funds” means, for any Settlement Date,
the product of (a) the quotient of the aggregate amount of interest payable on the Series
2009-1 Investor Notes on the next succeeding Payment Date, divided by the Series 2009-1
Invested Amount as of the first day of the immediately preceding Series 2009-1 Interest
Period and (b) a fraction, the numerator of which is [***] and the denominator of which is
the number of days in the Series 2009-1 Interest Period ending on such Payment Date.




     “Series 2009-1 Yield Shortfall” means, with respect to any Series 2009-1 Yield
Shortfall Lease for any Settlement Date, the quotient of (a) the excess of (i) the Series
2009-1 Minimum Yield Rate with respect to such Series 2009-1 Yield Shortfall Lease for such
Settlement Date over (ii) the sum of (A) the Finance Charge Rate applicable to such Series
2009-1 Yield Shortfall Lease on the Determination Date preceding such Settlement Date and
(B) the lesser of (x) the Series 2009-1 Basis Spread with respect to such Series 2009-1
Yield Shortfall Lease and (y) the excess, if any, of (I) the LIBOR Index on such
Determination Date over (II) the Base Index used to determine the Finance Charge Rate
applicable to such Series 2009-1 Yield Shortfall Lease on such Determination Date divided by
(b) [***].




     “Series 2009-1 Yield Shortfall Amount” means, for any Settlement Date, the sum
of the product with respect to each Series 2009-1 Yield Shortfall Lease of (a) the Series
2009-1 Invested Percentage on such Settlement Date and (b) the excess of (i) the Series
2009-1 Yield Shortfall Lease Break Even Amount with respect to such Series 2009-1



 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



17



Yield Shortfall Lease for such Settlement Date over (ii) the product of (A) the fixed
monthly management or administrative fee payable in respect of such Series 2009-1 Yield
Shortfall Lease and (B) the Series 2009-1 Yield Shortfall Lease Remaining Term with respect
to such Series 2009-1 Yield Shortfall Lease for such Settlement Date.




     “Series 2009-1 Yield Shortfall Lease” means, as of any Settlement Date, each
Unit Lease that is a Floating Rate Lease whose Finance Charge Rate plus the Management Fee
Yield with respect to such Unit Lease for such Settlement Date is less than the Series
2009-1 Minimum Yield Rate for such Settlement Date.




     “Series 2009-1 Yield Shortfall Lease Average Balance” means, with respect to
any Series 2009-1 Yield Shortfall Lease for any Settlement Date, the excess of (a) the Lease
Balance of such Series 2009-1 Yield Shortfall Lease as of the last day of the immediately
preceding Monthly Period over (b) the product of (i) the quotient of (A) the Lease Balance
of such Series 2009-1 Yield Shortfall Lease as of the last day of the immediately preceding
Monthly Period divided by (B) the Remaining Lease Term with respect to such Series 2009-1
Yield Shortfall Lease for such Settlement Date, (ii) the Series 2009-1 Yield Shortfall Lease
Remaining Term with respect to such Series 2009-1 Yield Shortfall Lease for such Settlement
Date minus [***] and (iii) [***]%.




     “Series 2009-1 Yield Shortfall Lease Break Even Amount” means, with respect to
any Series 2009-1 Yield Shortfall Lease for any Settlement Date, the product of (a) the
Series 2009-1 Yield Shortfall Lease Remaining Term with respect to such Series 2009-1 Yield
Shortfall Lease for such Settlement Date, (b) the Series 2009-1 Yield Shortfall with respect
to such Series 2009-1 Yield Shortfall Lease for such Settlement Date and (c) the Series
2009-1 Yield Shortfall Lease Average Balance with respect to such Series 2009-1 Yield
Shortfall Lease for such Settlement Date.




     “Series 2009-1 Yield Shortfall Lease Remaining Term” means, with respect to any
Series 2009-1 Yield Shortfall Lease for any Settlement Date, the excess (rounded up to the
next integer) of (a) the Remaining Lease Term with respect to such Series 2009-1 Yield
Shortfall Lease for such Settlement Date over (b) the quotient of (i) the product of (A) the
fixed monthly management or administrative fee payable in respect of such Series 2009-1
Yield Shortfall Lease and (B) the Remaining Lease Term with respect to such Series 2009-1
Yield Shortfall Lease for such Settlement Date divided by (ii) the product of (A) the Lease
Balance of such Series 2009-1 Yield Shortfall Lease as of the last day of the immediately
preceding Monthly Period and (B) the Series 2009-1 Yield Shortfall with respect to such
Series 2009-1 Yield Shortfall Lease for such Settlement Date.




     “Series 2009-1 Yield Supplement Account” is defined in Section 5A.9(a).




     “Series 2009-1 Yield Supplement Account Amount” means, on any date of
determination, the amount on deposit in the Series 2009-1 Yield Supplement Account and
available for withdrawal therefrom.







 




			
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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.














 




18




     “Series 2009-1 Yield Supplement Account Surplus” means, on any date of
determination, the amount, if any, by which the Series 2009-1 Yield Supplement Account
Amount exceeds the Series 2009-1 Required Yield Supplement Amount.




     “Series 2009-1 Yield Supplement Deficiency” means, on any date of
determination, the amount, if any, by which the Series 2009-1 Required Yield Supplement
Amount exceeds the Series 2009-1 Yield Supplement Account Amount.




     “Temporary Global Note” is defined in Section 6.3.




     “Three Month Average Charge-Off Ratio” means, with respect to any Settlement
Date, the average of the Charge-Off Ratios for such Settlement Date and the two immediately
preceding Settlement Dates.




     “Three Month Average Delinquency Ratio” means, with respect to any Settlement
Date, the average of the Delinquency Ratios for such Settlement Date and the two immediately
preceding Settlement Dates.




     “Three Month Average Paid-In Advance Loss Ratio” means, with respect to any
Settlement Date, the average of the Paid-In Advance Loss Ratios for such Settlement Date and
the two immediately preceding Settlement Dates.




     “Three Month Average Residual Value Loss Ratio” means, with respect to any
Settlement Date, the average of the Residual Value Loss Ratios for such Settlement Date and
the two immediately preceding Settlement Dates.




     “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 2009-1
General Collection Subaccount pursuant to Section 5A.2(a) during the immediately
preceding Monthly Period, (ii) an amount equal to the product of the average daily Series
2009-1 Invested Percentage during such Monthly Period and the amount of the Unit Repurchase
Payments paid by the Servicer on such Settlement Date, (iii) an amount equal to the product
of the average daily Series 2009-1 Invested Percentage during such Monthly Period and the
amount of the Monthly Servicer Advance made by the Servicer on such Settlement Date, (iv) an
amount equal to the product of the average daily Series 2009-1 Invested Percentage during
such Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to
Section 5.2(e) of the Base Indenture on the Transfer Date immediately preceding such
Settlement Date and (v) the investment income on amounts on deposit in the Series 2009-1
Principal Collection Subaccount and the Series 2009-1 General Collection Subaccount
transferred to the Series 2009-1 Settlement Collection Subaccount on such Settlement Date
pursuant to Section 5A.1(b) over (b) the amount withdrawn from the Series 2009-1
General Collection Subaccount pursuant to Section 5A.2(f) during the period
commencing on the Period End Date immediately preceding such Settlement Date to but
excluding such Settlement Date.




     “Tractor” means a vehicle designed to pull a Trailer by means of a fifth wheel
mounted over its rear axel.









 



19



     “Trailer” means a truck trailer supported at the rear by its own wheels and at
the front by a fifth wheel mounted to a Tractor.




     “Transfer Date” means, with respect to the Series 2009-1 Investor Notes, the
Business Day immediately prior to each Settlement Date.




     “Truck” means a vehicle that carries cargo in a body mounted to its chassis
rather than in a Trailer towed by the vehicle.




     “Truck Body” means the outer shell of a motor vehicle that is mounted to a cab
chassis and that covers that chassis from the back of the cab to the end of the body. A
Vehicle shall not be a Truck Body if it also includes the cab.



ARTICLE II




ARTICLE 5 OF THE BASE INDENTURE




          Sections 5.1 through 5.4 of the Base Indenture and each other Section of
Article 5 of the Indenture relating to another Series shall read in their entirety as provided in
the Base Indenture or any applicable Indenture Supplement. Article 5 of the Indenture
(except for Sections 5.1 through 5.4 thereof and any portion thereof relating to
another Series) shall read in its entirety as follows and shall be exclusively applicable to the
Series 2009-1 Investor Notes:




          Section 5A.1 Establishment of Series 2009-1 Subaccounts.




          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2009-1 Investor Noteholders (i) a subaccount of the Collection
Account (the “Series 2009-1 Collection Subaccount”); and (ii) three subaccounts of the
Series 2009-1 Collection Subaccount: (1) the Series 2009-1 General Collection Subaccount, (2) the
Series 2009-1 Principal Collection Subaccount and (3) the Series 2009-1 Settlement Collection
Subaccount (respectively, the “Series 2009-1 General Collection Subaccount,” the
“Series 2009-1 Principal Collection Subaccount” and the “Series 2009-1 Settlement
Collection Subaccount”); the accounts established pursuant to this Section 5A.1(a),
collectively, the “Series 2009-1 Subaccounts”), each Series 2009-1 Subaccount to bear a
designation indicating that the funds deposited therein are held for the benefit of the Series
2009-1 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in
all moneys, instruments, securities and other property on deposit from time to time in the Series
2009-1 Subaccounts and the proceeds thereof for the benefit of the Series 2009-1 Investor
Noteholders.




          (b) The Issuer shall instruct the institution maintaining the Collection Account in writing
to invest funds on deposit in the Series 2009-1 Subaccounts at all times in Permitted Investments
selected by the Issuer (by standing instructions or otherwise); provided, however, that funds on
deposit in a Series 2009-1 Subaccounts may be invested together with funds held in other
subaccounts of the Collection Account. Amounts on deposit and available for investment in the
Series 2009-1 General Collection Subaccount shall be invested by the Indenture Trustee at










 



20



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 Settlement Date. Amounts on deposit and available for investment in the Series
2009-1 Principal Collection Subaccount shall be invested by the Indenture Trustee at the written
direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable
upon demand of the holder thereof, (i) in the case of any such investment made during the Series
2009-1 Revolving Period, on or prior to the next Business Day and (ii) in the case of any such
investment made on any day during the Series 2009-1 Amortization Period, on or prior to the
Business Day immediately preceding the next Settlement Date. On each Settlement Date, all interest
and other investment earnings (net of losses and investment expenses) on funds deposited in the
Series 2009-1 Principal Collection Subaccount and the Series 2009-1 General Collection Subaccount
shall be deposited in the Series 2009-1 Settlement Collection Subaccount. The Issuer shall not
direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss of principal of
such Permitted Investment. In the absence of written direction as provided hereunder, all funds on
deposit in the Collection Account shall remain uninvested.




          Section 5A.2 Allocations with Respect to the Series 2009-1 Investor Notes.




          (a) Prior to 1:00 P.M., New York City time, on each Deposit Date, the Administrator shall
direct the Indenture Trustee in writing to allocate to the Series 2009-1 Investor Noteholders and
deposit in the Series 2009-1 General Collection Subaccount an amount equal to the product of the
Series 2009-1 Invested Percentage on such Deposit Date and the Collections deposited into the
Collection Account on such Deposit Date.




          (b) On the Series 2009-1 Closing Date, the Issuer shall cause the net proceeds from the sale
of the Series 2009-1 Notes to be deposited into the Series 2009-1 General Collection Subaccount and
the Indenture Trustee shall apply such net proceeds as follows: (i) deposit $26,437,633 in the
Series 2009-1 Reserve Account, (ii) deposit $850,000,000 in the Series 2009-1 Principal Collection
Subaccount to be applied to reduce the Invested Amount of the Series 2006-1 Investor Notes in
accordance with the terms of the Series 2006-1 Indenture Supplement and (iii) deposit the remainder
of such net proceeds in the Series 2009-1 Principal Collection Subaccount for application in
accordance with Section 5A.2(e).




          (c) On each Determination Date, the Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 2009-1 Investor Noteholders and deposit in the Series 2009-1
Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from
the Gain on Sale Account on such Transfer Date, in an amount equal to the product of the average
daily Series 2009-1 Invested Percentage during the immediately preceding Monthly Period and the
amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base
Indenture on such Transfer Date.




          (d) On each Determination Date, the Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 2009-1 Investor Noteholders and deposit in the Series 2009-1
Settlement Collection Subaccount on the immediately succeeding Settlement Date the following
amounts:










 



21





       (i) any Unit Repurchase Payments made by the Servicer, in an amount equal to the
product of the average daily Series 2009-1 Invested Percentage during the immediately
preceding Monthly Period and the amount of such Unit Repurchase Payments;




       (ii) the Monthly Servicer Advance made by the Servicer, in an amount equal to the
product of the average daily Series 2009-1 Invested Percentage during the immediately
preceding Monthly Period and the amount of such Monthly Servicer Advance; and




       (iii) payments made under the Lease Rate Caps maintained by the Issuer pursuant to
Sections 5A.11, in an amount equal to the product of the average daily Series
2009-1 Invested Percentage during the immediately preceding Monthly Period and the amount
of such payments.



          (e) During the Series 2009-1 Revolving Period, the Administrator may direct the Indenture
Trustee in writing by 1:00 P.M., New York City time, on any Business Day to withdraw amounts on
deposit in the Series 2009-1 Principal Collection Subaccount for any of the following purposes:





       (i) if such Business Day is a Borrowing Date, to fund all or a portion of the Loan
being made to Holdings on such Borrowing Date pursuant to the Loan Agreement; or




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



          (f) Prior to the occurrence of a Potential Amortization Event or an Amortization Event, on
any Business Day during the period commencing on a Period End Date to but excluding the next
succeeding Settlement Date on which the Administrator is able to determine the amounts to be
distributed from the Series 2009-1 Settlement Collection Subaccount pursuant to paragraphs (i)
through (xi) of Section 5A.4(c) on such Settlement Date, the Administrator may direct the
Indenture Trustee in writing to withdraw from the Series 2009-1 General Collection Subaccount and
remit to the Issuer the Series 2009-1 Available Excess Collections Amount for such Business Day.




          Section 5A.3 Determination of Interest.




          (a) The Bank of New York Mellon is hereby appointed Calculation Agent for the purpose of
determining the Series 2009-1 Note Rate for each Series 2009-1 Interest Period. On each LIBOR
Determination Date, the Calculation Agent shall determine the Series 2009-1 Note Rate for the next
succeeding Series 2009-1 Interest Period and deliver notice of such Series 2009-1 Note Rate to the
Indenture Trustee. On each LIBOR Determination Date, the Indenture Trustee shall deliver to the
Administrator notice of the Series 2009-1 Note Rate for the next succeeding Series 2009-1 Interest
Period.




          (b) On each Determination Date, the Administrator shall determine (i) the excess, if any (the
“Interest Shortfall Amount”), of (A) the sum of (x) the Series 2009-1 Monthly Interest for
the Series 2009-1 Interest Period ending on the next succeeding Payment Date and (y) the










 



22



Interest Shortfall Amount, if any, as of the preceding Payment Date (together with Additional
Interest on such Interest Shortfall Amount) (such sum, the “Monthly Interest Payment”)
over (B) the amount which will be available to pay interest on the Series 2009-1 Investor
Notes in accordance with Section 5A.5 on such Payment Date. If the Interest Shortfall
Amount with respect to any Payment Date is greater than zero, payments of interest to the Series
2009-1 Investor Noteholders will be reduced on a pro rata basis, based on the
amount of interest payable to each such Series 2009-1 Investor Noteholder, by such Interest
Shortfall Amount. An additional amount of interest (“Additional Interest”) shall accrue on
the Interest Shortfall Amount for each Series 2009-1 Interest Period at the Series 2009-1 Note Rate
for such Series 2009-1 Interest Period.




          Section 5A.4 Monthly Application of Collections.




          (a) On each Settlement Date, the Administrator shall direct the Indenture Trustee in writing
to withdraw from the Series 2009-1 General Collection Subaccount and allocate to the Series 2009-1
Settlement Collection Subaccount an amount equal to Total Cash Available for such Settlement Date
(less an amount equal to the investment income from the Series 2009-1 General Collection Subaccount
and the Series 2009-1 Principal Collection Subaccount transferred to the Series 2009-1 Settlement
Collection Subaccount pursuant to Section 5A.1(b)).





     (b) (i) If the Administrator determines that the aggregate amount distributable
from the Series 2009-1 Settlement Collection Subaccount pursuant to paragraphs (i)
through (viii) of Section 5A.4(c) on any Settlement Date exceeds the Total Cash
Available for such Settlement Date (the “Deficiency”), the Administrator shall
notify the Indenture Trustee thereof in writing at or before 10:00 A.M., New York City
time, on the Business Day immediately preceding such Settlement Date, and the Indenture
Trustee shall, in accordance with such notice, by 11:00 A.M., New York City time, on such
Settlement Date, withdraw from the Series 2009-1 Reserve Account and deposit in the
Series 2009-1 Settlement Collection Subaccount an amount equal to the least of (x) such
Deficiency, (y) the product of the average daily Series 2009-1 Invested Percentage during
the immediately preceding Monthly Period and Aggregate Net Lease Losses for such Monthly
Period and (z) the Series 2009-1 Reserve Account Amount and, to the extent that such
amount is less than the Deficiency, withdraw from the Series 2009-1 Yield Supplement
Account and deposit in the Series 2009-1 Settlement Collection Subaccount an amount equal
to the lesser of the amount of such insufficiency and the Series 2009-1 Yield Supplement
Account Amount. If the Deficiency with respect to any Settlement Date exceeds the
amounts to be withdrawn from the Series 2009-1 Reserve Account and the Series 2009-1
Yield Supplement Account pursuant to the immediately preceding sentence, the
Administrator shall instruct the Indenture Trustee in writing at or before 10:00 A.M.,
New York City time, on the Business Day immediately preceding such Settlement Date, and
the Indenture Trustee shall, in accordance with such notice, by 11:00 A.M., New York City
time, on such Settlement Date, withdraw from the Series 2009-1 Reserve Account and
deposit in the Series 2009-1 Settlement Collection Subaccount an amount equal to the
lesser of (x) the remaining portion of the Deficiency and (y) the Series 2009-1 Reserve
Account Amount (after giving effect to the withdrawal described in the immediately
preceding sentence).









 



23



       (ii) If the Administrator determines that (A) the amount to be deposited in the
Series 2009-1 Distribution Account in accordance with Section 5A.4(c)(viii) and
paid to the Series 2009-1 Investor Noteholders pursuant to Section 5A.6 on the
Final Maturity Date is less than the Series 2009-1 Invested Amount, the Administrator
shall notify the Indenture Trustee thereof in writing at or before 10:00 A.M., New York
City time, on the Business Day immediately preceding the Settlement Date preceding the
Final Maturity Date, and the Indenture Trustee shall, in accordance with such notice, by
11:00 A.M., New York City time, on such Settlement Date, withdraw from the Series 2009-1
Reserve Account and deposit in the Series 2009-1 Distribution Account an amount equal to
the lesser of such insufficiency and the Series 2009-1 Reserve Account Amount (after
giving effect to any withdrawal therefrom pursuant to Section 5A.4(b)(i) on such
Settlement Date). In addition, if the Series 2009-1 Reserve Account Amount is less than
such insufficiency on the Final Maturity Date, the Administrator shall notify the
Indenture Trustee thereof in writing at or before 10:00 A.M., New York City time, on the
Business Day immediately preceding the Settlement Date preceding the Final Maturity Date,
and the Indenture Trustee shall, in accordance with such notice, by 11:00 A.M., New York
City time, on such Settlement Date, withdraw from the Series 2009-1 Yield Supplement
Account and deposit in the Series 2009-1 Distribution Account an amount equal to the
lesser of such remaining insufficiency and the Series 2009-1 Yield Supplement Account
Amount (after giving effect to any withdrawal therefrom pursuant to Section
5A.4(b)(i) on such Settlement Date).



          (c) On each Settlement Date, based solely on the information contained in the Monthly
Settlement Statement with respect to Series 2009-1 Investor Notes, the Indenture Trustee shall
apply the following amounts allocated to, or deposited in, the Series 2009-1 Settlement Collection
Subaccount on such Settlement Date in the following order of priority:





       (i) to the Gain On Sale Account, an amount equal to the Series 2009-1 Monthly
Residual Value Gain, if any, for such Settlement Date;




       (ii) to the Servicer, an amount equal to the Series 2009-1 Monthly Servicer Advance
Reimbursement Amount for such Settlement Date;




       (iii) if VMS is not the Servicer, to the Servicer, an amount equal to the Series
2009-1 Basic Servicing Fee for the preceding Monthly Period plus, on the first Settlement
Date following the transfer of the servicing from VMS to a successor Servicer pursuant to
Section 9.1 of the Series 1999-1 SUBI Servicing Supplement, to the extent not
reimbursed by VMS, the reasonable costs and expenses of the successor Servicer incurred
in connection with the transfer of the servicing, in an amount up to $250,000;




       (iv) to the Series 2009-1 Distribution Account, an amount equal to the Monthly
Interest Payment payable on the next succeeding Payment Date;




       (v) if VMS is the Servicer, to the Servicer, an amount equal to the Series 2009-1
Basic Servicing Fee for the preceding Monthly Period;









 



24



       (vi) to the Back-up Servicer, an amount equal to the lesser of (x) $16,667 and (y)
the amount then payable to the Back-up Servicer pursuant to the Back-up Servicing
Agreement;




       (vii) to the Administrator, an amount equal to the Series 2009-1 Administrator Fee
for the preceding Monthly Period;




       (viii) (A) on any Settlement Date immediately succeeding a Monthly Period falling
in the Series 2009-1 Revolving Period, to the Series 2009-1 Principal Collection
Subaccount, an amount equal to the Series 2009-1 Allocated Asset Amount Deficiency, if
any, on such Settlement Date and (B) on the earlier of (x) the second Settlement Date
following the May 2010 Period End Date or (y) the first Settlement Date following the
occurrence of an Amortization Event, to the Series 2009-1 Distribution Account, an amount
equal to the lesser of the Series 2009-1 Principal Payment Amount for such Settlement
Date and the Series 2009-1 Invested Amount on such Settlement Date;




       (ix) to the Series 2009-1 Reserve Account, to the extent that a Series 2009-1
Liquid Credit Enhancement Deficiency exists or, on any Settlement Date immediately
succeeding a Monthly Period falling in the Series 2009-1 Amortization Period, to the
extent that a Series 2009-1 Allocated Asset Amount Deficiency exists, an amount equal to
the greater of such deficiencies;




       (x) to the Series 2009-1 Yield Supplement Account, to the extent that a Series
2009-1 Yield Supplement Deficiency exists (or, will exist after giving effect to any
reduction in the Class X 1999-1B Invested Amount on such Settlement Date), an amount
equal to such deficiency;




       (xi) if VMS is not the Servicer, to the Servicer, an amount equal to any Series
2009-1 Supplemental Servicing Fee for the preceding Monthly Period and any unpaid 2009-1
Supplemental Servicing Fee for any prior Monthly Period; and




       (xii) to, or at the written direction of, the Issuer, an amount equal to the
balance remaining in the Series 2009-1 Settlement Collection Subaccount.



          Section 5A.5 Payment of Monthly Interest Payment.




          On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to the Series 2009-1 Investor Notes, the Indenture Trustee shall, in
accordance with Section 6.1 of the Base Indenture, distribute from the Series 2009-1
Distribution Account the Monthly Interest Payment pro rata to each Series 2009-1
Investor Noteholder, to the extent of the amount deposited in the Series 2009-1 Distribution
Account for the payment of interest pursuant to Section 5A.4(c)(iv) on the immediately
preceding Settlement Date.




          Section 5A.6 Payment of Principal.










 



25




          (a) The principal amount of the Series 2009-1 Investor Notes shall be due and payable on the
Final Maturity Date.




          (b) On the earlier of (x) the second Payment Date following the May 2010 Period End Date or
(y) the first Payment Date following the first Settlement Date on or after the date of the
occurrence of an Amortization Event and on each Payment Date thereafter, based solely on the
information contained in the Monthly Settlement Statement with respect to the Series 2009-1
Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base
Indenture, distribute from the Series 2009-1 Distribution Account pro rata to each
Series 2009-1 Investor Noteholder, the amount deposited therein pursuant to Section
5A.4(c)(viii) and Section 5A.4(b)(ii) on the immediately preceding Settlement Date.




          (c) The Indenture Trustee shall notify the Person in whose name a Series 2009-1 Investor Note
is registered at the close of business on the Record Date preceding the Payment Date on which the
Issuer expects that the final installment of principal of and interest on such Series 2009-1
Investor Note will be paid. Such notice shall be made at the expense of the Administrator and
shall be mailed within three (3) Business Days of receipt of a Monthly Settlement Statement
indicating that such final payment will be made and shall specify that such final installment will
be payable only upon presentation and surrender of such Series 2009-1 Investor Note and shall
specify the place where such Series 2009-1 Investor Note may be presented and surrendered for
payment of such installment. Notices in connection with redemptions of Series 2009-1 Investor
Notes shall be (i) transmitted by facsimile to Series 2009-1 Investor Noteholders holding Global
Notes and (ii) sent by registered mail to Series 2009-1 Investor Noteholders holding Definitive
Notes and shall specify that such final installment will be payable only upon presentation and
surrender of such Series 2009-1 Investor Note and shall specify the place where such Series 2009-1
Investor Note may be presented and surrendered for payment of such installment.




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




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










 



26




          Section 5A.8 Series 2009-1 Reserve Account.




          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2009-1 Investor Noteholders an account (the “Series 2009-1
Reserve Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2009-1 Investor Noteholders. The Series 2009-1 Reserve
Account shall be an Eligible Deposit Account; provided that, if at any time such account is
not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining
knowledge of such reduction, establish a new Series 2009-1 Reserve Account that is an Eligible
Deposit Account. If the Indenture Trustee establishes a new Series 2009-1 Reserve Account, it shall
transfer all cash and investments from the non-qualifying Series 2009-1 Reserve Account into the
new Series 2009-1 Reserve Account. Initially, the Series 2009-1 Reserve Account will be established
with The Bank of New York Mellon.




          (b) The Issuer may instruct the institution maintaining the Series 2009-1 Reserve Account in
writing to invest funds on deposit in the Series 2009-1 Reserve Account from time to time in
Permitted Investments selected by the Issuer (by standing instructions or otherwise);
provided, however, that any such investment shall mature not later than the
Business Day prior to the Settlement Date following the date on which such funds were received. In
absence of written direction as provided hereunder, funds on deposit in the Series 2009-1 Reserve
Account shall remain uninvested.




          (c) All interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2009-1 Reserve Account shall be deemed to be on deposit and available for
distribution.




          (d) If there is a Series 2009-1 Reserve Account Surplus on any Settlement Date, the
Administrator may notify the Indenture Trustee thereof in writing and instruct the Indenture
Trustee to withdraw from the Series 2009-1 Reserve Account and pay to the Issuer, and the Indenture
Trustee shall withdraw from the Series 2009-1 Reserve Account and pay to the Issuer, so long as no
Series 2009-1 Allocated Asset Amount Deficiency exists or would result therefrom, an amount up to
the lesser of (i) such Series 2009-1 Reserve Account Surplus on such Business Day and (ii) the
Series 2009-1 Reserve Account Amount on such Business Day.




          (e) Amounts will be withdrawn from the Series 2009-1 Reserve Account in accordance with
Section 5A.4(b).




          (f) In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2009-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2009-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2009-1 Reserve Account,
including any security entitlement thereto; (ii) all funds on deposit therein from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any or all of the Series
2009-1 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made
at any time and from time to time with monies in the Series 2009-1 Reserve Account, whether
constituting securities, instruments, general intangibles, investment property,










 



27



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 2009-1 Reserve Account, the funds on deposit therein from time to time or
the investments made with such funds; and (vi) all proceeds of any and all of the foregoing,
including, without limitation, cash. The Indenture Trustee and the Series 2009-1 Investor
Noteholders shall have no interest in any amounts withdrawn from the Series 2009-1 Reserve Account
and paid to the Issuer.




          (g) On the Series 2009-1 Note Termination Date, the Indenture Trustee, acting in accordance
with the written instructions of the Administrator shall withdraw from the Series 2009-1 Reserve
Account all amounts on deposit therein and pay them to the Issuer.




          Section 5A.9 Series 2009-1 Yield Supplement Account.




          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2009-1 Investor Noteholders an account (the “Series 2009-1 Yield
Supplement Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2009-1 Investor Noteholders. The Series 2009-1 Yield
Supplement Account shall be an Eligible Deposit Account; provided that, if at any time such
account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of
obtaining knowledge of such reduction, establish a new Series 2009-1 Yield Supplement Account that
is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2009-1 Yield
Supplement Account, it shall transfer all cash and investments from the non-qualifying Series
2009-1 Yield Supplement Account into the new Series 2009-1 Yield Supplement Account. Initially, the
Series 2009-1 Yield Supplement Account will be established The Bank of New York Mellon.




          (b) The Issuer may instruct the institution maintaining the Series 2009-1 Yield Supplement
Account in writing to invest funds on deposit in the Series 2009-1 Yield Supplement Account from
time to time in Permitted Investments selected by the Issuer (by standing instructions or
otherwise); provided, however, that any such investment shall mature not later than
the Business Day prior to the Settlement Date following the date on which such funds were received.
In absence of written direction as provided hereunder, funds on deposit in the Series 2009-1 Yield
Supplement Account shall remain uninvested.




          (c) All interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2009-1 Yield Supplement Account shall be deemed to be on deposit and
available for distribution.




          (d) If there is a Series 2009-1 Yield Supplement Account Surplus on any Settlement Date, the
Administrator may notify the Indenture Trustee thereof in writing and request the Indenture Trustee
to withdraw from the Series 2009-1 Yield Supplement Account pay to the Issuer, and the Indenture
Trustee shall withdraw from the Series 2009-1 Yield Supplement Account and pay to the Issuer, an
amount up to the lesser of (i) such Series 2009-1 Yield Supplement Account Surplus on such Business
Day and (ii) the Series 2009-1 Yield Supplement Account Amount on such Business Day.










 



28




          (e) Amounts will be withdrawn from the Series 2009-1 Yield Supplement Account in accordance
with Section 5A.4(b).




          (f) In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2009-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2009-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2009-1 Yield Supplement
Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2009-1 Yield Supplement Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series 2009-1 Yield
Supplement Account, whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in
exchange for the Series 2009-1 Yield Supplement Account, the funds on deposit therein from time to
time or the investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash. The Indenture Trustee and the Series 2009-1
Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2009-1 Yield
Supplement Account and paid to the Issuer.




          (g) On the Series 2009-1 Note Termination Date, the Indenture Trustee, acting in accordance
with the written instructions of the Administrator shall withdraw from the Series 2009-1 Yield
Supplement Account all amounts on deposit therein and pay them to the Issuer.




          Section 5A.10 Series 2009-1 Distribution Account.




          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2009-1 Investor Noteholders an account (the “Series 2009-1
Distribution Account”), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2009-1 Investor Noteholders. The Series 2009-1
Distribution Account shall be an Eligible Deposit Account; provided that, if at any time
such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days
of obtaining knowledge of such reduction, establish a new Series 2009-1 Distribution Account that
is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2009-1
Distribution Account, it shall transfer all cash and investments from the non-qualifying Series
2009-1 Distribution Account into the new Series 2009-1 Distribution Account. Initially, the Series
2009-1 Distribution Account will be established with The Bank of New York Mellon.




          (b) The Issuer may instruct the institution maintaining the Series 2009-1 Distribution
Account in writing to invest funds on deposit in the Series 2009-1 Distribution 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. In
absence of written direction as provided hereunder, funds on deposit in the Series 2009-1
Distribution Account shall remain uninvested.










 



29




          (c) On each Payment Date, the Indenture Trustee shall pay to the Issuer all interest and
earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2009-1
Distribution Account since the immediately preceding Payment Date.




          (d) In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2009-1 Investor Notes, the Issuer hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of
the Series 2009-1 Investor Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2009-1 Distribution
Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2009-1 Distribution 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 2009-1 Distribution
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 2009-1 Distribution Account, the funds on deposit therein from time to time
or the investments made with such funds from time to time; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash. The Indenture Trustee and the Series 2009-1
Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2009-1
Distribution Account and paid to the Issuer.




          Section 5A.11 Lease Rate Caps.




          (a) The Issuer shall have obtained on the Series 2009-1 Closing Date and shall thereafter
maintain one or more interest rate caps, substantially in the form of Exhibit D hereto, each from a
Series 2009-1 Eligible Counterparty, having, in the aggregate, a notional amount on the Series
2009-1 Closing Date at least equal to the aggregate Lease Balance of all Fixed Rate Leases
allocated to the Lease SUBI Portfolio as of the last day of the Monthly Period immediately
preceding the Series 2009-1 Closing Date, plus, in the case of all such Fixed Rate Leases that are
Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each
Settlement 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 Settlement
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 [***]% per annum.




          (b) The Issuer shall have obtained on the Series 2009-1 Closing Date and shall thereafter
maintain either (i) one or more interest rate caps, substantially in the form of Exhibit D hereto,
each from a Series 2009-1 Eligible Counterparty, having, in the aggregate, a notional amount on the
Series 2009-1 Closing Date at least equal to the aggregate Lease Balance of all Floating Rate
Leases providing for the right to convert the floating rate at which the finance charges accrue
thereunder to a fixed rate that is not based on PHH’s cost of funds allocated to the Lease SUBI
Portfolio as of the last day of the Monthly Period immediately preceding the Series 2009-1 Closing
Date, plus, in the case of all such Floating Rate Leases that are Closed-End




 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.











 



30



Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each
Settlement Date thereafter at least equal to the aggregate scheduled Lease Balance of all such
Floating Rate Leases (other than any such Floating Rate Lease that has been converted to a Fixed
Rate Lease and as to which the Issuer shall have obtained an interest rate cap in accordance with
Section 5A.11(c)) as of the last day of the Monthly Period immediately preceding such Settlement
Date, plus, in the case of all such Floating 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 margin that would be added to the rates set forth in such Floating Rate Leases to
determine the fixed rates at which finance charges would accrue thereunder upon conversion minus
[***]% per annum or (ii) such other hedging instrument or mechanism with respect to such Floating
Rate Leases with respect to which the Rating Agency Condition shall have been satisfied.




          (c) On or prior to the date that any Fixed Rate Lease is allocated to the Lease SUBI
Portfolio on or after the Series 2009-1 Closing Date, the Issuer shall have obtained and shall
thereafter maintain an interest rate cap, substantially in the form of Exhibit D hereto, from a
Series 2009-1 Eligible Counterparty having a notional amount equal to the initial Lease Balance of
such Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the
related Leased Vehicle and on each Settlement 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 Settlement 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 [***]% per annum.




          (d) On or prior to each Settlement Date, the Issuer shall have obtained and shall thereafter
maintain an interest rate cap substantially in the form of Exhibit D hereto, from a Series 2009-1
Eligible Counterparty having a notional amount equal to the aggregate Lease Balance of each
Floating Rate Lease allocated to the Lease SUBI that shall have been converted to a Fixed Rate
Lease during the immediately preceding Monthly Period, plus, in the case of a Closed-End Lease, the
Stated Residual Value of the related Leased Vehicle and on each Settlement Date thereafter at least
equal to the scheduled Lease Balance of such newly converted Fixed Rate Lease as of the last day of
the Monthly Period immediately preceding such Settlement 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 newly converted Fixed Rate Lease minus [***]% per annum.




          (e) If, at any time, any provider of an interest rate cap required to be obtained and
maintained by the Issuer pursuant to this Section 5A.11 is not a Series 2009-1 Eligible
Counterparty, the Issuer shall cause such provider to take the actions required of it under the
terms of the interest rate cap to which it is a party within the time frames set forth therein
following such occurrence. If any such provider of an interest rate cap fails to take the actions
required of it under the terms of its interest rate cap, the Issuer shall, at such provider’s
expense, obtain a replacement interest rate cap on the same terms from a Series 2009-1 Eligible
Counterparty and, simultaneously with such replacement, the Issuer shall terminate the interest




 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.











 



31



rate cap being replaced. The Issuer will not permit any interest rate cap required to be
obtained and maintained by the Issuer pursuant to this Section 5A.11 to be terminated or
transferred in whole or in part unless a replacement interest rate cap therefor has been provided
as described in the immediately preceding sentence and, after giving effect thereto, the Issuer has
the interest rate caps required to be obtained and maintained by the Issuer pursuant to this
Section 5A.11.




          Section 5A.12  Indenture Trustee As Securities Intermediary.




          (a) The Indenture Trustee or other Person holding the Series 2009-1 Reserve Account, the
Series 2009-1 Yield Supplement Account or the Series 2009-1 Distribution Account (each a
“Series 2009-1 Designated Account”) shall be the “Securities Intermediary”. If the
Securities Intermediary in respect of any Series 2009-1 Designated Account is not the Indenture
Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the
Securities Intermediary set forth in this Section 5A.12.




          (b) The Securities Intermediary agrees that:





       (i) The Series 2009-1 Designated Accounts are accounts to which “financial assets”
within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in
effect in the State of New York (the “New York UCC”) will be credited;




       (ii) All securities or other property underlying any Financial Assets credited to
any Series 2009-1 Designated Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and in no case
will any Financial Asset credited to any Series 2009-1 Designated Account be registered
in the name of the Issuer, payable to the order of the Issuer or specially endorsed to
the Issuer;




       (iii) All property delivered to the Securities Intermediary pursuant to this
Indenture Supplement will be promptly credited to the appropriate Series 2009-1
Designated Account;




       (iv) Each item of property (whether investment property, security, instrument or
cash) credited to a Series 2009-1 Designated Account shall be treated as a Financial
Asset;




       (v) If at any time the Securities Intermediary shall receive any order from the
Indenture Trustee directing transfer or redemption of any Financial Asset relating to the
Series 2009-1 Designated Accounts, the Securities Intermediary shall comply with such
entitlement order without further consent by the Issuer or the Administrator;




       (vi) The Series 2009-1 Designated Accounts shall be governed by the laws of the
State of New York, regardless of any provision of any other agreement. For purposes of
the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the
Series 2009-1 Designated Accounts (as well as the “securities entitlements” (as defined
in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the
laws of the State of New York;









 



32



       (vii) The Securities Intermediary has not entered into, and until termination of
this Indenture Supplement, will not enter into, any agreement with any other Person
relating to the Series 2009-1 Designated Accounts and/or any Financial Assets credited
thereto pursuant to which it has agreed to comply with entitlement orders (as defined in
Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities
Intermediary has not entered into, and until the termination of this Indenture Supplement
will not enter into, any agreement with the Issuer purporting to limit or condition the
obligation of the Securities Intermediary to comply with entitlement orders as set forth
in Section 5A.12(b)(v) of this Indenture Supplement; and




       (viii) Except for the claims and interest of the Indenture Trustee and the Issuer
in the Series 2009-1 Designated Accounts, the Securities Intermediary knows of no claim
to, or interest, in the Series 2009-1 Designated Accounts or in any Financial Asset
credited thereto. If the Securities Intermediary has actual knowledge of the assertion
by any other person of any lien, encumbrance, or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process) against any
Series 2009-1 Designated Account or in any Financial Asset carried therein, the
Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and
the Issuer thereof.



          (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Series 2009-1 Designated Accounts and in all proceeds thereof, and shall
be the only person authorized to originate entitlement orders in respect of the Series 2009-1
Designated Accounts.




ARTICLE III




AMORTIZATION EVENTS




          If any one of the following events shall occur with respect to the Series 2009-1 Investor
Notes:




          (a) the Series 2009-1 Reserve Account shall have become subject to an injunction, estoppel or
other stay or a Lien (other than a Permitted Lien);




          (b) the Series 2009-1 Yield Supplement Account shall have become subject to an injunction,
estoppel or other stay or a Lien (other than a Permitted Lien);




          (c) a Series 2009-1 Liquid Credit Enhancement Deficiency shall occur and continue for at
least two Business Days;




          (d) a Series 2009-1 Allocated Asset Amount Deficiency shall occur and continue for at least
two Business Days;




          (e) a Series 2009-1 Yield Supplement Deficiency shall occur and continue for at least two
Business Days;










 



33




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




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




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




          (i) the Loan Principal Amount on any Settlement Date is less than the Aggregate Invested
Amount on such Settlement Date;




          (j) any Servicer Termination Event shall occur;




          (k) any Termination Event shall occur;




          (l) an Event of Default with respect to the Series 2009-1 Investor Notes shall occur;




          (m) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust,
VMS, PHH Sub 1, PHH Sub 2 or PHH;




          (n) a Lease Rate Cap Event shall occur and continue for two Business Days;




          (o) 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 (other than any such failure that constitutes a Lease Rate
Cap Event), which failure continues unremedied for a period of 30 days after there shall have been
given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by any Series
2009-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied;




          (p) 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 30 days after there shall have
been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by any
Series 2009-1 Investor Noteholder, written notice thereof;




          (q) 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;




          (r) there shall have been filed against PHH, PHH Sub 1, PHH Sub 2, VMS, the Origination
Trust, Holdings 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 430(k) of the Internal




 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.











 



34

Revenue Code or Section 303(k) 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;




          (s) 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




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



then, in the case of any event described in clause (o) through (t) above, an Amortization Event
will be deemed to have occurred with respect to the Series 2009-1 Investor Notes only, if after the
applicable grace period, either the Indenture Trustee or the Series 2009-1 Required Investor
Noteholders, declare that an Amortization Event has occurred with respect to the Series 2009-1
Investor Notes. In the case of any event described in clauses (a) through (n) above, an
Amortization Event with respect to the Series 2009-1 Investor Notes will be deemed to have occurred
without notice or other action on the part of the Indenture Trustee or the Series 2009-1 Investor
Noteholders.




ARTICLE IV

OPTIONAL PREPAYMENT




          The Issuer shall have the option to prepay the Series 2009-1 Investor Notes in full on any
Payment Date on or after the Payment Date on which the Series 2009-1 Invested Amount is less than
or equal to 10% of the Series 2009-1 Initial Invested Amount. 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 2009-1 Investor Notes shall equal the aggregate outstanding principal balance
of the Series 2009-1 Investor Notes (determined after giving effect to any payments of principal
and interest on such Payment Date), plus accrued and unpaid interest on such outstanding principal
balance. Not later than 11:00 A.M., New York City time, on such Prepayment Date, the Issuer shall
deposit in the Series 2009-1 Distribution Account an amount sufficient together with the funds
deposited into the Series 2009-1 Distribution Account pursuant to Section 5A.4(c)(iv) and
Section 5A.4(c)(viii) on the immediately preceding Settlement Date to pay the prepayment
price in immediately available funds. The funds deposited into the Series 2009-1 Distribution
Account will be paid by the Indenture Trustee to the Series 2009-1 Investor Noteholders on such
Prepayment Date.













 



35




ARTICLE V




SERVICING AND ADMINISTRATOR FEES




          Section 5.1 Servicing Fees. A periodic servicing fee (the “Series 2009-1 Basic Servicing Fee”)
shall be payable
to the Servicer on each Settlement Date for the preceding Monthly Period in an amount equal to the
product of (a) [***]% (the “Series Servicing Fee Percentage”) times (b) the daily average
of the Series 2009-1 Allocated Adjusted Aggregate Unit Balance for such Monthly Period times (c)
the number of days in such Monthly Period divided by 365 (or 366, as applicable) days; provided,
however that if VMS is not the Servicer, the servicing fee payable to the Servicer on each
Settlement Date hereunder may be increased such that the sum of the Series 2009-1 Basic Servicing
Fee and the additional servicing fee payable to the Servicer hereunder (the “Series 2009-1
Supplemental Servicing Fee”) for each Monthly Period equals [***]% of the costs to the
successor Servicer of servicing the portion of the Lease SUBI Portfolio allocated to Series 2009-1
during such Monthly Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to
Series 2009-1 for each Monthly Period shall equal the average Series 2009-1 Invested Percentage
during such Monthly Period. The Series 2009-1 Basic Servicing Fee and any Series 2009-1
Supplemental Servicing Fee shall be payable to the Servicer on each Settlement Date pursuant to
Section 5A.4(c).




          Section 5.2 Administrator Fee. A periodic fee (the “Series 2009-1 Administrator Fee”) shall be
payable to the
Administrator on each Settlement Date for the preceding Monthly Period in an amount equal to the
product of (a) [***]% times (b) the daily average of the Series 2009-1 Allocated Adjusted Aggregate
Unit Balance for such Monthly Period times (c) the number of days in such Monthly Period divided by
365 (or 366, as applicable) days. The Series 2009-1 Administrator Fee shall be payable to the
Administrator on each Settlement Date pursuant to Section 5A.4(c)(vi).




ARTICLE VI




FORM OF SERIES 2009-1 NOTES




Section 6.1 Initial Issuance of Series 2009-1 Investor Notes.




          The Series 2009-1 Investor Notes are being offered and sold by the Issuer pursuant to a
Purchase Agreement, dated June 2, 2009, among the Issuer, VMS, PHH and J.P. Morgan Securities Inc.,
Banc of America Securities LLC and Citigroup Global Markets, Inc., as the representatives of the
initial purchasers. The Series 2009-1 Investor Notes will be resold initially only to (1)
qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A
and (2) in the case of offers outside the United States, to Persons other than U.S. Persons (as
defined in Regulation S of the Securities Act) in accordance with Rule 903 of Regulation S.




          Section 6.2 Restricted Global Note.




 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.











 



36




          The Series 2009-1 Investor Notes offered and sold in their initial distribution in reliance
upon Rule 144A will be issued in the form of one or more Global Notes in fully registered form,
without coupons, substantially in the form set forth in Exhibit A-1, registered in the name
of Cede & Co., as nominee of DTC, and deposited with The Bank of New York Mellon, as custodian of
DTC (collectively, the “Restricted Global Note”). The aggregate initial principal amount
of the Restricted Global Note may from time to time be increased or decreased by adjustments made
on the records of The Bank of New York Mellon, as custodian for DTC, in connection with a
corresponding decrease or increase in the initial principal amount of the Temporary Global Note or
the Permanent Global Note, as hereinafter provided.




          Section 6.3 Temporary Global Note and Permanent Global Note. 




          Series 2009-1 Investor Notes offered and sold on the Series 2009-1 Closing Date in reliance
upon Regulation S will be issued in the form of one or more Global Notes in fully registered form,
without coupons, substantially in the form set forth in Exhibit A-2, which shall be
deposited on behalf of the purchasers of the Series 2009-1 Investor Notes represented thereby with
a custodian for, and registered in the name of a nominee of DTC, for the account of Euroclear Bank
S.A./N.V., as operator of the Euroclear System (“Euroclear”) or for Clearstream Banking,
societe anonyme (“Clearstream”), duly executed by the Issuer and authenticated by the
Indenture Trustee in the manner set forth in Section 2.3 of the Base Indenture. Until such
time as the Restricted Period shall have terminated, such Global Notes shall be referred to herein
collectively as the “Temporary Global Note”. After such time as the Restricted Period
shall have terminated, such Series 2009-1 Investor Notes, as to which the Indenture Trustee has
received from Euroclear or Clearstream, as the case may be, a certificate substantially in the form
of Exhibit B-4 to the effect that Euroclear or Clearstream, as applicable, has
received a certificate substantially in the form of Exhibit B-5, shall be
exchanged, in whole or in part, for interests in one or more permanent global notes in registered
form without interest coupons, substantially in the form of Exhibit A-3, as
hereinafter provided (collectively, the “Permanent Global Note”). The principal amount of
the Temporary Global Note or the Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of The Bank of New York Mellon, as custodian for DTC,
in connection with a corresponding decrease or increase of principal amount of the Restricted
Global Note, as hereinafter provided.




          Section 6.4 Definitive Notes.




          No Series 2009-1 Note Owner will receive a Definitive Note representing such Series 2009-1
Note Owner’s interest in the Series 2009-1 Investor Notes other than in accordance with Section
2.11 of the Base Indenture.




          Section 6.5 Transfer Restrictions.




          (a) A Series 2009-1 Global Note may not be transferred, in whole or in part, to any Person
other than DTC or a nominee thereof, and no such transfer to any such other Person may be
registered; provided, however, that this Section 6.5(a) shall not prohibit any transfer of
a Series 2009-1 Investor Note that is issued in exchange for a Series 2009-1 Global Note but is not
itself a Series 2009-1 Global Note and shall not prohibit any transfer of a beneficial interest in
a Series 2009-1 Global Note effected in accordance with the other provisions of this Section
6.5.










 



37




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




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




          (d) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to
exchange its interest in the Restricted Global Note for an interest in the Permanent Global Note,
or to transfer such interest to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Permanent Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of this Section
6.5(d). Upon receipt by the Transfer Agent and Registrar, at the office of the Transfer Agent
and Registrar, of (A) written instructions given in accordance with the Applicable Procedures from
a Clearing Agency Participant directing the Transfer Agent and Registrar to credit or cause to be
credited to a specified Clearing Agency Participant’s account a beneficial interest in the
Permanent Global Note in a principal amount equal to that of the beneficial interest in the
Restricted Global Note to be so exchanged or transferred, (ii) a written order given

















 





 38



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




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




          (f) In the event that a Series 2009-1 Global Note or any portion thereof is exchanged for
Series 2009-1 Investor Notes other than Series 2009-1 Global Notes, such other Series 2009-1
Investor Notes may in turn be exchanged (upon transfer or otherwise) for Series




 









 








 39



2009-1 Investor Notes that are not Series 2009-1 Global Notes or for a beneficial interest in
a Series 2009-1 Global Note (if any is then outstanding) only in accordance with such procedures,
which shall be substantially consistent with the provisions of Sections 6.5(a) through
Section 6.5(e) and Section 6.5(g) (including the certification requirement intended
to ensure that transfers and exchanges of beneficial interests in a Series 2009-1 Global Note
comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any
Applicable Procedures, as may be adopted from time to time by the Issuer and the Transfer Agent and
Registrar.




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




          (h) The Series 2009-1 Investor Notes shall bear the following legends to the extent
indicated:





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




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



 









 





 40





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




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




     (iii) The Series 2009-1 Global Note shall bear the following legends:




     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), 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.



 









 





 41





     (iv) The required legends set forth above shall not be removed from the applicable
Series 2009-1 Investor Notes except as provided herein. The legend required for a
Restricted Note may be removed from such Restricted Note if there is delivered to the Issuer
and the Transfer Agent and Registrar such satisfactory evidence, which may include an
Opinion of Counsel as may be reasonably required by the Issuer that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that transfers of such
Series 2009-1 Investor Note will not violate the registration requirements of the Securities
Act. Upon provision of such satisfactory evidence, the Indenture Trustee at the direction
of the Issuer shall authenticate and deliver in exchange for such Restricted Note a Series
2009-1 Investor Note or Series 2009-1 Investor Notes having an equal aggregate principal
amount that does not bear such legend.



ARTICLE VII




INFORMATION




          The Issuer hereby agrees to provide to the Indenture Trustee, on each Determination Date, a
Monthly Settlement Statement, substantially in the form of Exhibit C, setting forth as of
the last day of the most recent Monthly Period and for such Monthly Period the information set
forth therein. The Indenture Trustee shall provide to the Series 2009-1 Investor Noteholders, or
their designated agent, copies of each Monthly Settlement Statement. The Issuer hereby agrees to
promptly notify the Federal Reserve Bank of New York and all Series 2009-1 Investors Noteholders,
in writing, of the occurrence of any Amortization Event. Such notice shall be delivered to the
Federal Reserve Bank of New York’s custodian at talf@bnymellon.com and to the Federal Reserve Bank
of New York at talfreports@ny.frb.org at the same time notice of such Amortization Event shall be
delivered to the Indenture Trustee. The Issuer shall include the material details of any such
Amortization Event in the first Monthly Settlement Statement delivered by it hereunder following
the occurrence of such Amortization Event.




ARTICLE VIII




MISCELLANEOUS




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




          Section 8.2 Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




 









 








 42




          Section 8.3 Further Assurances. Each of the Issuer and the Indenture Trustee agrees, at the Administrator’s expense, from
time to time, to do and perform any and all acts and to execute any and all further instruments
required or reasonably requested by the Series 2009-1 Required Investor Noteholders more fully to
effect the purposes of this Indenture Supplement and the sale of the Series 2009-1 Investor Notes
hereunder. The Issuer hereby authorizes the Indenture Trustee to file any financing statements or
similar documents or notices or continuation statements in order to perfect the Indenture Trustee’s
security interest in the Series 2009-1 Collateral under the provisions of the UCC or similar
legislation of any applicable jurisdiction.




          Section 8.4 Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base
Indenture:




	 	 	 	 	 
	 

	 	Exhibit A-1:
	 	Form of Restricted Global Investor Note
	 

	 	Exhibit A-2:
	 	Form of Temporary Global Investor Note
	 

	 	Exhibit A-3:
	 	Form of Permanent Global Investor Note
	 

	 	Exhibit B-1:
	 	Form of Transfer Certificate
	 

	 	Exhibit B-2:
	 	Form of Transfer Certificate
	 

	 	Exhibit B-3:
	 	Form of Transfer Certificate
	 

	 	Exhibit B-4:
	 	Form of Clearing System Certificate
	 

	 	Exhibit B-5:
	 	Form of Certificate of Beneficial Ownership
	 

	 	Exhibit C:
	 	Form of Monthly Settlement Statement
	 

	 	Exhibit D:
	 	Form of Lease Rate Cap






          Section 8.5 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Indenture Trustee,
any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.




          Section 8.6 Amendments. (a) This Indenture Supplement may be amended in writing from time to time in accordance
with the terms of the Base Indenture.




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




          Section 8.7 Severability If any provision hereof is void or unenforceable in any jurisdiction, such voidness or
unenforceability shall not affect the validity or enforceability of (i) such provision in any other
jurisdiction or (ii) any other provision hereof in such or any other jurisdiction.




          Section 8.8 Counterparts This Indenture Supplement may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which




 









 





 43



when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same agreement.




          Section 8.9 No Bankruptcy Petition (a) By acquiring a Series 2009-1 Investor Note or an interest therein, each Series 2009-1
Investor Noteholder and each Series 2009-1 Investor Note Owner hereby covenants and agrees that it
will not institute against, or join any other Person in instituting against, the Issuer any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any federal or state bankruptcy or similar law.




          (b) The Issuer and the Indenture Trustee and, by acquiring a Series 2009-1 Investor Note or
an interest therein, each Series 2009-1 Investor Noteholder and each Series 2009-1 Investor Note
Owner, hereby covenants and agrees that, prior to the date which is one year and one day after
payment in full of all obligations under each Securitization, it will not institute against, or
join any other Person in instituting against, the Origination Trust, SPV, Holdings, 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 involuntary bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law.




          (c) This covenant shall survive the termination of this Indenture Supplement and the Base
Indenture and the payment of all amounts payable hereunder and thereunder.




          Section 8.10 SUBIs By acquiring a Series 2009-1 Investor Note or an interest therein, each Series 2009-1 Investor
Noteholder and each Series 2009-1 Investor Note Owner, and the Issuer hereby represents, warrants
and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of
the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware
Code, 12 Del.C. § 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




 









 





 44



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 8.11 Notice to Rating Agencies The Indenture Trustee shall provide to each Rating Agency a copy of each notice delivered to,
or required to be provided by, the Indenture Trustee pursuant to this Indenture Supplement or any
other Transaction Document.




          Section 8.12 Conflict of Instructions In the event the Issuer and the Administrator shall have delivered conflicting instructions to
the Indenture Trustee to take or refrain from taking action hereunder, the Indenture Trustee shall
follow the instructions of the Issuer.




 









 




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




	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	/s/
Mark
E. Johnson	 
	 	 	Name:  	Mark
E. Johnson	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	THE BANK OF NEW YORK MELLON, as Indenture        Trustee

 	 
	 	By:  	/s/
Jared Fischer	 
	 	 	Name:  	Jared Fischer	 
	 	 	Title:  	Assistant Treasurer	 
	 



[2009-1 Indenture Supplement]




 









 








EXHIBIT A-1

TO SERIES 2009-1

INDENTURE SUPPLEMENT




FORM OF RESTRICTED GLOBAL SERIES 2009-1 INVESTOR NOTE




			
	 	 	 
	No.
	 	$[                    ]






SEE REVERSE FOR CERTAIN CONDITIONS




CUSIP (CINS) NO. 165182AM8

ISIN NO. US165182AM88

COMMON CODE 040584889




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




          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF




A-1-1









 




THE DEPOSITORY TRUST COMPANY (“DTC”), 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 SERIES 2099-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2009-1 INVESTOR NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




CHESAPEAKE
FUNDING LLC

SERIES 2009-1 FLOATING RATE ASSET BACKED INVESTOR NOTES




          CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of
Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [                    ] Dollars, which amount shall
be payable in the amounts and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Series 2009-1 Investor Note shall be due
on the Final Maturity Date. However, principal with respect to the Series 2009-1 Investor Notes may
be paid earlier under certain limited circumstances described in the Indenture. The Issuer will
pay interest on this Series 2009-1 Investor Note for each Series 2009-1 Interest Period, in
accordance with the terms of the Indenture, at the Series 2009-1 Note Rate for such Interest
Period. Each “Series 2009-1 Interest Period” will be a period commencing on and including
a Payment Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2009-1 Interest Period shall commence on
and include the Series 2009-1 Closing Date and end on and include July 15, 2009. Such principal of
and interest on this Series 2009-1 Investor Note shall be paid in the manner specified on the
reverse hereof and in the Indenture.




          The principal of and interest on this Series 2009-1 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 Series 2009-1
Investor Note shall be applied as provided in the Indenture. This Series 2009-1




A-1-2









 







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 Series 2009-1 Investor Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Series 2009-1 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 Series 2009-1 Investor Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and
the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture
may be requested from the Indenture Trustee by writing to the Indenture Trustee at: The Bank of
New York Mellon, 101 Barclay Street, Floor 4W, New York, New York 10286 Attention: Structured
Finance Services — Chesapeake Funding, Series 2009-1. 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 Series 2009-1 Investor Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.





A-1-3









 








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




Date:                                         




	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Series 2009-1 Investor Notes issued under the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 

      Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-1-4









 






	 	 	 	 	 



[REVERSE OF SERIES 2009-1 INVESTOR NOTE]




          This Series 2009-1 Investor Note is one of a duly authorized issue of Series 2009-1 Investor
Notes of the Issuer designated its Series 2009-1 Floating Rate Asset Backed Investor Notes (herein
called the “Series 2009-1 Investor Notes”), all issued under (i) an Amended and Restated
Base Indenture dated as of December 17, 2008 (such Base Indenture, as amended or modified, is
herein called the “Base Indenture”), between the Issuer and The Bank of New York Mellon, as
Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Base Indenture), and (ii) a Series 2009-1 Indenture Supplement dated as of June
9, 2009 (the “Series 2009-1 Indenture Supplement”) between the Issuer and the Indenture
Trustee. The Base Indenture and the Series 2009-1 Indenture Supplement are referred to herein as
the “Indenture”. The Series 2009-1 Investor Notes are subject to all terms of the
Indenture. All terms used in this Series 2009-1 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 Series 2009-1 Notes are and will be secured by the Series 2009-1 Collateral pledged as
security therefor as provided in the Indenture and the Series 2009-1 Indenture Supplement.




          Principal of the Series 2009-1 Investor Notes will be payable on each Payment Date specified
in and in the amounts described in the Indenture. “Payment Date” means the 15th day of each
month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 15,
2009.




          The entire unpaid principal amount of this Series 2009-1 Investor Note shall be due and
payable on the Final Maturity Date. Notwithstanding the foregoing, principal on the Series 2009-1
Investor Notes will be paid earlier during the Series 2009-1 Amortization Period as described in
the Indenture. All principal payments on the Series 2009-1 Investor Notes shall be made pro rata to
the Series 2009-1 Investor Noteholders entitled thereto.




          The Issuer will have the option to prepay the Series 2009-1 Investor Notes, in whole but not
in part, on any Payment Date on or after the Payment Date on which the Series 2009-1 Invested
Amount is less than or equal to 10% of the Series 2009-1 Initial Invested Amount. The prepayment
price for the Series 2009-1 Investor Notes will be equal to the amount set forth in the Indenture.




          Interest will accrue on this Series 2009-1 Investor Notes for each Series 2009-1 Interest
Period at a rate equal to (i) with respect to the initial Series 2009-1 Interest Period, [***]% per
annum and (ii) with respect to each Series 2009-1 Interest Period thereafter, a rate per annum
equal to One-Month LIBOR for such Series 2009-1 Interest Period plus [***]% per annum (the
“Series 2009-1 Note Rate”). “One-Month LIBOR” means, for each Series 2009-1
Interest Period, the rate per annum determined on the related LIBOR Determination Date by the
Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that
appears Bloomberg Screen BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 A.M., London
time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on the
Bloomberg Screen BTMM Page, One-Month LIBOR will mean, for such






 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.






A-1-5









 




2009-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the
nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to
the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks
at approximately 11:00 A.M., London time, on the LIBOR Determination Date to prime banks in the
London interbank market for a period equal to one month; provided, further, that if fewer than two
quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series
2009-1 Interest Period will mean the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York
selected by the Calculation Agent, at approximately 10:00 A.M., New York City time, on the first
day of such Series 2009-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; provided, finally, that if no such quotes are provided, “One-Month
LIBOR” for such Series 2009-1 Interest Period will mean One-Month LIBOR as in effect with respect
to the preceding Series 2009-1 Interest Period.




          The Issuer shall pay interest on overdue installments of interest at the Series 2009-1 Note
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Series 2009-1 Investor Note may be registered on the Note Register upon surrender
of this Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.




          The Issuer and the Indenture Trustee covenant and agree in the Series 2009-1 Indenture
Supplement and, by acquiring a Series 2009-1 Investor Note or an interest therein, each Series
2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner hereby covenants and agrees
that, prior to the date which is one year and one day after payment in full of all obligations
under each Securitization, it will not institute against, or join any other Person in instituting
against, the Origination Trust, SPV, Holdings, 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 involuntary bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.




          Each Series 2009-1 Investor Noteholder, by acceptance of a Series 2009-1 Investor Note or, in
the case of a Series 2009-1 Investor Note Owner, a beneficial interest in a Series 2009-1 Investor
Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet
Receivable SUBI is a separate series of the Origination Trust as provided in Section
3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et
seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable
SUBI shall be





A-1-6









 







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 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 Series 2009-1 Investor Noteholder or Series 2009-1 Investor Note Owner, by acceptance of
a Series 2009-1 Investor Note or, in the case of a Series 2009-1 Investor Note Owner, a beneficial
interest in a Series 2009-1 Investor Note, covenants and agrees that by accepting the benefits of
the Indenture that such Series 2009-1 Investor Noteholder or Series 2009-1 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 Series 2009-1 Investor Noteholder and each Series 2009-1
Investor Note Owner that, for federal, state and local income and franchise tax purposes only, the
Series 2009-1 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2009-1
Collateral. Each Series 2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner, by
the acceptance of this Series 2009-1 Investor Note, agrees to treat this Series 2009-1 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.





A-1-7









 








          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 2009-1 Investor Notes under the Indenture at any time by the Issuer with the consent of the
Holders of a Majority in Interest of the Series 2009-1 Investor Notes affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of Series 2009-1
Investor Notes representing specified percentages of the aggregate outstanding amount of the Series
2009-1 Investor Notes, on behalf of the Holders of all the Series 2009-1 Investor Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Series
2009-1 Investor Note (or any one or more predecessor Series 2009-1 Investor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Investor
Note and of any Series 2009-1 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 Series 2009-1 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 2009-1 Investor Notes issued thereunder.




          The term “Issuer” as used in this Series 2009-1 Investor Note includes any successor to the
Issuer under the Indenture.




          The Series 2009-1 Investor Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.




          This Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note at the
times, place and rate, and in the coin or currency herein prescribed.




          Interests in this Restricted Global Series 2009-1 Investor Note are exchangeable or
transferable in whole or in part for interests in a Temporary Global Series 2009-1 Investor Note or
a Permanent Global Series 2009-1 Investor Note provided that such transfer or exchange complies
with Section 6.5 of the Series 2009-1 Indenture Supplement. Interests in this Restricted
Global Series 2009-1 Investor Note may be exchanged for Definitive Notes, subject to the provisions
of the Indenture.




A-1-8









 








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 Series 2009-1 Investor Note and all rights thereunder, and hereby irrevocably
constitutes and appoints                     , attorney, to transfer said Series 2009-1 Investor
Note on the books kept for registration thereof, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By:
	 	 	 	1
	 

	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	Signature Guaranteed:
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 







 




			
	1/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Series 2009-1 Investor Note, without alteration, enlargement or any
change whatsoever.





A-1-9









 





EXHIBIT A-2

TO SERIES 2009-1

INDENTURE SUPPLEMENT




FORM OF TEMPORARY GLOBAL INVESTOR NOTE




			
	 	 	 
	No.
	 	$[                    ]






SEE REVERSE FOR CERTAIN CONDITIONS




CUSIP (CINS) NO. U16492AC1

ISIN NO. USU16492AC18

COMMON CODE 040584838




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




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




A-2-1









 








          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 SERIES 2009-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2009-1 INVESTOR NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




CHESAPEAKE FUNDING LLC




SERIES 2009-1 FLOATING RATE ASSET BACKED INVESTOR NOTES




          CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of
Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [                    ] Dollars, which amount shall be
payable in the amounts and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Series 2009-1 Investor Note shall be due
on the Final Maturity Date. However, principal with respect to the Series 2009-1 Investor Notes may
be paid earlier under certain limited circumstances described in the Indenture. The Issuer will
pay interest on this Series 2009-1 Investor Note for each Series 2009-1 Interest Period, in
accordance with the terms of the Indenture, at the Series 2009-1 Note Rate for such Interest
Period. Each “Series 2009-1 Interest Period” will be a period commencing on and including
a Payment Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2009-1 Interest Period shall commence on
and include the Series 2009-1 Closing Date and end on and include July 15, 2009. Such principal of
and interest on this Series 2009-1 Investor Note shall be paid in the manner specified on the
reverse hereof and in the Indenture.




          The principal of and interest on this Series 2009-1 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 Series 2009-1
Investor Note shall be applied as provided in the Indenture. This Series 2009-1 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 Series 2009-1 Investor Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Series 2009-1 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 Series 2009-1 Investor Note does not
purport to summarize the Indenture and reference is made to the Indenture for





A-2-2









 







information with respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A
copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture
Trustee at: The Bank of New York Mellon, 101 Barclay Street, Floor 4W, New York, New York 10286
Attention: Structured Finance Services — Chesapeake Funding, Series 2009-1. 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 Series 2009-1 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-2-3









 








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




Date:                     




	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Series 2009-1 Investor Notes issued under the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 

      Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-2-4












 





[REVERSE OF SERIES 2009-1 INVESTOR NOTE]




     This Series 2009-1 Investor Note is one of a duly authorized issue of Series 2009-1 Investor
Notes of the Issuer designated its Series 2009-1 Floating Rate Asset Backed Investor Notes (herein
called the “Series 2009-1 Investor Notes”), all issued under (i) an Amended and Restated
Base Indenture dated as of December 17, 2008 (such Base Indenture, as amended or modified, is
herein called the “Base Indenture”), between the Issuer and The Bank of New York Mellon, as
Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Base Indenture), and (ii) a Series 2009-1 Indenture Supplement dated as of June
9, 2009 (the “Series 2009-1 Indenture Supplement”) between the Issuer and the Indenture
Trustee. The Base Indenture and the Series 2009-1 Indenture Supplement are referred to herein as
the “Indenture”. The Series 2009-1 Investor Notes are subject to all terms of the
Indenture. All terms used in this Series 2009-1 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 Series 2009-1 Notes are and will be secured by the Series 2009-1 Collateral pledged as
security therefor as provided in the Indenture and the Series 2009-1 Indenture Supplement.



     Principal of the Series 2009-1 Investor Notes will be payable on each Payment Date specified
in and in the amounts described in the Indenture. “Payment Date” means the 15th day of each
month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 15,
2009.



     The entire unpaid principal amount of this Series 2009-1 Investor Note shall be due and
payable on the Final Maturity Date. Notwithstanding the foregoing, principal on the Series 2009-1
Investor Notes will be paid earlier during the Series 2009-1 Amortization Period as described in
the Indenture. All principal payments on the Series 2009-1 Investor Notes shall be made pro rata to
the Series 2009-1 Investor Noteholders entitled thereto.



     The Issuer will have the option to prepay the Series 2009-1 Investor Notes, in whole but not
in part, on any Payment Date on or after the Payment Date on which the Series 2009-1 Invested
Amount is less than or equal to 10% of the Series 2009-1 Initial Invested Amount. The
prepayment price for the Series 2009-1 Investor Notes will be equal to the amount set forth in the
Indenture.



     Interest will accrue on this Series 2009-1 Investor Notes for each Series 2009-1 Interest
Period at a rate equal to (i) with respect to the initial Series 2009-1 Interest Period, [***]% per
annum and (ii) with respect to each Series 2009-1 Interest Period thereafter, a rate per annum
equal to One-Month LIBOR for such Series 2009-1 Interest Period plus [***]% per annum (the
“Series 2009-1 Note Rate”). “One-Month LIBOR” means, for each Series 2009-1
Interest Period, the rate per annum determined on the related LIBOR Determination Date by the
Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that
appears Bloomberg Screen BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 A.M., London
time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on the
Bloomberg Screen BTMM Page, One-Month LIBOR will mean, for such




 




			
	[***]	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




A-2-5 









 




2009-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the
nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to
the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks
at approximately 11:00 A.M., London time, on the LIBOR Determination Date to prime banks in the
London interbank market for a period equal to one month; provided, further, that if fewer than two
quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series
2009-1 Interest Period will mean the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York
selected by the Calculation Agent, at approximately 10:00 A.M., New York City time, on the first
day of such Series 2009-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; provided, finally, that if no such quotes are provided, “One-Month
LIBOR” for such Series 2009-1 Interest Period will mean One-Month LIBOR as in effect with respect
to the preceding Series 2009-1 Interest Period.




     The Issuer shall pay interest on overdue installments of interest at the Series 2009-1 Note
Rate to the extent lawful.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Series 2009-1 Investor Note may be registered on the Note Register upon surrender
of this Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.



     The Issuer and the Indenture Trustee covenant and agree in the Series 2009-1 Indenture
Supplement and, by acquiring a Series 2009-1 Investor Note or an interest therein, each Series
2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner hereby covenants and agrees
that, prior to the date which is one year and one day after payment in full of all obligations
under each Securitization, it will not institute against, or join any other Person in instituting
against, the Origination Trust, SPV, Holdings, 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 involuntary bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.



     Each Series 2009-1 Investor Noteholder, by acceptance of a Series 2009-1 Investor Note or, in
the case of a Series 2009-1 Investor Note Owner, a beneficial interest in a Series 2009-1 Investor
Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet
Receivable SUBI is a separate series of the Origination Trust as provided in Section
3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et
seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable
SUBI shall be



A-2-6 









 







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 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 Series 2009-1 Investor Noteholder or Series 2009-1 Investor Note Owner, by acceptance of
a Series 2009-1 Investor Note or, in the case of a Series 2009-1 Investor Note Owner, a beneficial
interest in a Series 2009-1 Investor Note, covenants and agrees that by accepting the benefits of
the Indenture that such Series 2009-1 Investor Noteholder or Series 2009-1 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 Series 2009-1 Investor Noteholder and each Series 2009-1
Investor Note Owner that, for federal, state and local income and franchise tax purposes only, the
Series 2009-1 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2009-1
Collateral. Each Series 2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner, by
the acceptance of this Series 2009-1 Investor Note, agrees to treat this Series 2009-1 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.



A-2-7 









 





     Each Holder of this Series 2009-1 Investor Note shall provide to the Indenture Trustee at
least annually an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute), with respect to United States federal income tax and withholding tax, signed under
penalties of perjury, certifying that the beneficial owner of this Series 2009-1 Investor Note is a
non-U.S. person and providing the Holder’s name and address. If the information provided in the
statement changes, the Holder of this Series 2009-1 Investor Note shall so inform the Indenture
Trustee within 30 days of such change.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Series 2009-1 Investor Notes under the Indenture at any time by the Issuer with the consent of the
Holders of a Majority in Interest of the Series 2009-1 Investor Notes affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of Series 2009-1
Investor Notes representing specified percentages of the aggregate outstanding amount of the Series
2009-1 Investor Notes, on behalf of the Holders of all the Series 2009-1 Investor Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Series
2009-1 Investor Note (or any one or more predecessor Series 2009-1 Investor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Investor
Note and of any Series 2009-1 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 Series 2009-1 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 2009-1 Investor Notes issued thereunder.



     The term “Issuer” as used in this Series 2009-1 Investor Note includes any successor to the
Issuer under the Indenture.



     The Series 2009-1 Investor Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.



     This Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note at the
times, place and rate, and in the coin or currency herein prescribed.



     During the Restricted Period (as defined below), payments (if any) on this Temporary Global
Series 2009-1 Investor Note will only be paid to the extent that there is presented by Clearstream
Banking, société anonyme (“Clearstream”), or Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“Euroclear”), to the Indenture Trustee a certificate to the effect that
it has received from or in respect of persons entitled to a Series 2009-1 Investor Note (as shown
by its records) certification in form reasonably satisfactory to the



A-2-8 









 







Indenture Trustee from such persons that their beneficial ownership interests in the Temporary
Global Series 2009-1 Investor Note are owned either by non-U.S. persons or U.S. persons who
purchased such interests in a transaction that did not require registration under the Securities
Act. After the Restricted Period, the holder of this Temporary Global Series 2009-1 Investor Note
will not be entitled to receive any payment hereon, until this Temporary Global Series 2009-1
Investor Note is exchanged in full for a Permanent Global Series 2009-1 Investor Note. This
Temporary Global Series 2009-1 Investor Note shall in all other respects be entitled to the same
benefits as a Permanent Global Series 2009-1 Investor Note under the Indenture.



     After the end of the period commencing on the Series 2009-1 Closing Date and ending on the
date that is the 40th day after the Series 2009-1 Closing Date (the “Restricted Period”),
interests in this Temporary Global Series 2009-1 Investor Note may be exchanged (free of charge)
for interests in a Permanent Global Series 2009-1 Investor Note in the form of Exhibit A-3
to the Series 2009-1 Indenture Supplement upon presentation of this Temporary Global Series 2009-1
Investor Note to the Indenture Trustee. The Permanent Global Series 2009-1 Investor Note shall be
so issued and delivered in exchange for only that portion of this Temporary Global Series 2009-1
Investor Note in respect of which there shall have been presented to the Indenture Trustee by
Euroclear or Clearstream a certificate to the effect that it has received from or in respect of
persons entitled to a Series 2009-1 Investor Note (as shown by its records) certification in form
reasonably satisfactory to the Indenture Trustee from such persons that their beneficial ownership
interests in the Temporary Global Series 2009-1 Investor Note are owned either by non-U.S. persons
or U.S. persons who purchased such interests in a transaction that did not require registration
under the Securities Act.



     On an exchange of the whole of this Temporary Global Series 2009-1 Investor Note, this
Temporary Global Series 2009-1 Investor Note shall be surrendered to the Indenture Trustee. On an
exchange of part only of this Temporary Global Series 2009-1 Investor Note, details of such
exchange shall be entered by or on behalf of the Issuer in Schedule A hereto and the relevant space
in Schedule A hereto recording such exchange shall be signed by or on behalf of the Issuer. If,
following the issuance of a Permanent Global Series 2009-1 Investor Note in exchange for some of
the Series 2009-1 Investor Notes represented by this Temporary Global Series 2009-1 Investor Note,
further Series 2009-1 Investor Notes are to be exchanged pursuant to this paragraph, such exchange
may be effected, without the issuance of a new Permanent Global Series 2009-1 Investor Note, by the
Issuer or its agent endorsing Schedule A of the Permanent Global Series 2009-1 Investor Note
previously issued to reflect an increase in the aggregate principal amount of such Permanent Global
Series 2009-1 Investor Note by an amount equal to the aggregate principal amount of the additional
Series 2009-1 Investor Notes to be exchanged.



     Interests in this Temporary Global Series 2009-1 Investor Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or Clearstream. For
purposes of this Temporary Global Series 2009-1 Investor Note, the securities account records of
Euroclear or Clearstream shall, in the absence of manifest error, be conclusive evidence of the
identity of the holders of Series 2009-1 Investor Notes and of the principal amount of Series
2009-1 Investor Notes represented by this Temporary Global Series 2009-1 Investor Note credited to
the securities accounts of such holders of Series 2009-1 Investor Notes. Any statement issued by
Euroclear or Clearstream to any holder relating to a specified Series



A-2-9 









 





2009-1 Investor Note or Series 2009-1 Investor Notes credited to the securities account of
such holder and stating the principal amount of such Series 2009-1 Investor Note or Series 2009-1
Investor Notes and certified by Euroclear or Clearstream to be a true record of such securities
account shall, in the absence of manifest error, be conclusive evidence of the records of Euroclear
or Clearstream for the purposes of the preceding sentence (but without prejudice to any other means
of producing such records in evidence). Notwithstanding any provision to the contrary contained in
this Temporary Global Series 2009-1 Investor Note, the Issuer irrevocably agrees, for the benefit
of such holder and its successors and assigns, that, subject to the provisions of the Indenture,
each holder or its successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Issuer, the obligation of the Issuer hereunder to pay
any amount due in respect of each Series 2009-1 Investor Note represented by this Temporary Global
Series 2009-1 Investor Note which is credited to such holder’s securities account with Euroclear or
Clearstream without the production of this Temporary Global Series 2009-1 Investor Note.



          Interests in this Temporary Global Series 2009-1 Investor Note are exchangeable or
transferable in whole or in part for interests in a Restricted Global Series 2009-1 Investor Note
provided that such transfer or exchange complies with Section 6.5 of the Series 2009-1
Indenture Supplement. Interests in this Temporary Global Series 2009-1 Investor Note may be
exchanged for Definitive Notes, subject to the provisions of the Indenture.



A-2-10 









 





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 Series 2009-1 Investor Note and all rights thereunder, and hereby irrevocably
constitutes and appoints                                         , attorney, to transfer said Series 2009-1 Investor
Note on the books kept for registration thereof, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By:
	 	 	 	2
	 

	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	Signature Guaranteed:
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 







 




			
	2/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Series 2009-1 Investor Note, without alteration, enlargement or any
change whatsoever.





A-2-11 









 





EXHIBIT A-3

TO SERIES 2009-1

INDENTURE SUPPLEMENT




FORM OF PERMANENT GLOBAL SERIES 2009-1 INVESTOR NOTE




			
	 	 	 
	No.
	 	$[                                        ]
	 	 	 





SEE REVERSE FOR CERTAIN CONDITIONS




CUSIP (CINS) NO. U16492AC1

ISIN NO. USU16492AC18

COMMON CODE 040584838




     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”), 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 SERIES 2009-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2009-1 INVESTOR NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



CHESAPEAKE FUNDING LLC




SERIES 2009-1 FLOATING RATE ASSET BACKED INVESTOR NOTES




 









 




CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware
(herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of [                                        ] Dollars, which amount shall be
payable in the amounts and at the times set forth in the Indenture described herein, provided,
however, that the entire unpaid principal amount of this Series 2009-1 Investor Note shall be due
on the Final Maturity Date. However, principal with respect to the Series 2009-1 Investor Notes may
be paid earlier under certain limited circumstances described in the Indenture. The Issuer will
pay interest on this Series 2009-1 Investor Note for each Series 2009-1 Interest Period, in
accordance with the terms of the Indenture, at the Series 2009-1 Note Rate for such Interest
Period. Each “Series 2009-1 Interest Period” will be a period commencing on and including
a Payment Date and ending on and including the day preceding the next succeeding Payment Date;
provided, however, that the initial Series 2009-1 Interest Period shall commence on
and include the Series 2009-1 Closing Date and end on and include July 15, 2009. Such principal of
and interest on this Series 2009-1 Investor Note shall be paid in the manner specified on the
reverse hereof and in the Indenture.




     The principal of and interest on this Series 2009-1 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 Series 2009-1
Investor Note shall be applied as provided in the Indenture. This Series 2009-1 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 Series 2009-1 Investor Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth on the face of this
Series 2009-1 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 Series 2009-1 Investor Note does not
purport to summarize the Indenture and reference is made to the Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and
the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture
may be requested from the Indenture Trustee by writing to the Indenture Trustee at: The Bank of
New York Mellon, 101 Barclay Street, Floor 4W, New York, New York 10286 Attention: Structured
Finance Services – Chesapeake Funding, Series 2009-1. 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 Series 2009-1 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-3-2 









 






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



Date:                                         




	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Series 2009-1 Investor Notes issued under the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 

      Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-3-3 











 





[REVERSE OF SERIES 2009-1 INVESTOR NOTE]




          This Series 2009-1 Investor Note is one of a duly authorized issue of Series 2009-1 Investor
Notes of the Issuer designated its Series 2009-1 Floating Rate Asset Backed Investor Notes (herein
called the “Series 2009-1 Investor Notes”), all issued under (i) an Amended and Restated
Base Indenture dated as of December 17, 2008 (such Base Indenture, as amended or modified, is
herein called the “Base Indenture”), between the Issuer and The Bank of New York Mellon, as
Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Base Indenture), and (ii) a Series 2009-1 Indenture Supplement dated as of June
9, 2009 (the “Series 2009-1 Indenture Supplement”) between the Issuer and the Indenture
Trustee. The Base Indenture and the Series 2009-1 Indenture Supplement are referred to herein as
the “Indenture”. The Series 2009-1 Investor Notes are subject to all terms of the
Indenture. All terms used in this Series 2009-1 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 Series 2009-1 Notes are and will be secured by the Series 2009-1 Collateral pledged as
security therefor as provided in the Indenture and the Series 2009-1 Indenture Supplement.




          Principal of the Series 2009-1 Investor Notes will be payable on each Payment Date specified
in and in the amounts described in the Indenture. “Payment Date” means the 15th day of each
month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 15,
2009.




          The entire unpaid principal amount of this Series 2009-1 Investor Note shall be due and
payable on the Final Maturity Date. Notwithstanding the foregoing, principal on the Series 2009-1
Investor Notes will be paid earlier during the Series 2009-1 Amortization Period as described in
the Indenture. All principal payments on the Series 2009-1 Investor Notes shall be made pro rata to
the Series 2009-1 Investor Noteholders entitled thereto.




          The Issuer will have the option to prepay the Series 2009-1 Investor Notes, in whole but not
in part, on any Payment Date on or after the Payment Date on which the Series 2009-1 Invested
Amount is less than or equal to 10% of the Series 2009-1 Initial Invested Amount. The
prepayment price for the Series 2009-1 Investor Notes will be equal to the amount set forth in the
Indenture.




          Interest will accrue on this Series 2009-1 Investor Notes for each Series 2009-1 Interest
Period at a rate equal to (i) with respect to the initial Series 2009-1 Interest Period, [***]% per
annum and (ii) with respect to each Series 2009-1 Interest Period thereafter, a rate per annum
equal to One-Month LIBOR for such Series 2009-1 Interest Period plus [***]% per annum (the
“Series 2009-1 Note Rate”). “One-Month LIBOR” means, for each Series 2009-1
Interest Period, the rate per annum determined on the related LIBOR Determination Date by the
Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that
appears Bloomberg Screen BTMM Page under the heading “LIBOR FIX BBAM” as of 11:00 A.M., London
time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on the
Bloomberg Screen BTMM Page, One-Month LIBOR will mean, for such






 




			
	[***] 	 	 INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL
SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




A-3-4









 









2009-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the
nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to
the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks
at approximately 11:00 A.M., London time, on the LIBOR Determination Date to prime banks in the
London interbank market for a period equal to one month; provided, further, that if fewer than two
quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series
2009-1 Interest Period will mean the arithmetic mean (rounded to the nearest
one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York
selected by the Calculation Agent, at approximately 10:00 A.M., New York City time, on the first
day of such Series 2009-1 Interest Period for loans in Dollars to leading European banks for a
period equal to one month; provided, finally, that if no such quotes are provided, “One-Month
LIBOR” for such Series 2009-1 Interest Period will mean One-Month LIBOR as in effect with respect
to the preceding Series 2009-1 Interest Period.




          The Issuer shall pay interest on overdue installments of interest at the Series 2009-1 Note
Rate to the extent lawful.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Series 2009-1 Investor Note may be registered on the Note Register upon surrender
of this Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.




          The Issuer and the Indenture Trustee covenant and agree in the Series 2009-1 Indenture
Supplement and, by acquiring a Series 2009-1 Investor Note or an interest therein, each Series
2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner hereby covenants and agrees
that, prior to the date which is one year and one day after payment in full of all obligations
under each Securitization, it will not institute against, or join any other Person in instituting
against, the Origination Trust, SPV, Holdings, 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 involuntary bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.




          Each Series 2009-1 Investor Noteholder, by acceptance of a Series 2009-1 Investor Note or, in
the case of a Series 2009-1 Investor Note Owner, a beneficial interest in a Series 2009-1 Investor
Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet
Receivable SUBI is a separate series of the Origination Trust as provided in Section
3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et
seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable
SUBI shall be




A-3-5









 







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 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 Series 2009-1 Investor Noteholder or Series 2009-1 Investor Note Owner, by acceptance of
a Series 2009-1 Investor Note or, in the case of a Series 2009-1 Investor Note Owner, a beneficial
interest in a Series 2009-1 Investor Note, covenants and agrees that by accepting the benefits of
the Indenture that such Series 2009-1 Investor Noteholder or Series 2009-1 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 Series 2009-1 Investor Noteholder and each Series 2009-1
Investor Note Owner that, for federal, state and local income and franchise tax purposes only, the
Series 2009-1 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2009-1
Collateral. Each Series 2009-1 Investor Noteholder and each Series 2009-1 Investor Note Owner, by
the acceptance of this Series 2009-1 Investor Note, agrees to treat this Series 2009-1 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.




A-3-6









 








          Each Holder of this Series 2009-1 Investor Note shall provide to the Indenture Trustee at
least annually an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute), with respect to United States federal income tax and withholding tax, signed under
penalties of perjury, certifying that the beneficial owner of this Series 2009-1 Investor Note is a
non-U.S. person and providing the Holder’s name and address. If the information provided in the
statement changes, the Holder of this Series 2009-1 Investor Note shall so inform the Indenture
Trustee within 30 days of such change.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Series 2009-1 Investor Notes under the Indenture at any time by the Issuer with the consent of the
Holders of a Majority in Interest of the Series 2009-1 Investor Notes affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of Series 2009-1
Investor Notes representing specified percentages of the aggregate outstanding amount of the Series
2009-1 Investor Notes, on behalf of the Holders of all the Series 2009-1 Investor Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Series
2009-1 Investor Note (or any one or more predecessor Series 2009-1 Investor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Series 2009-1 Investor
Note and of any Series 2009-1 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 Series 2009-1 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 2009-1 Investor Notes issued thereunder.




          The term “Issuer” as used in this Series 2009-1 Investor Note includes any successor to the
Issuer under the Indenture.




          The Series 2009-1 Investor Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.




          This Series 2009-1 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 Series 2009-1 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 Series 2009-1 Investor Note at the
times, place and rate, and in the coin or currency herein prescribed.




          Interests in this Permanent Global Series 2009-1 Investor Note will be transferable in
accordance with the rules and procedures for the time being of Clearstream Banking, société anonyme
(“Clearstream”), or Euroclear Bank S.A./N.V., as operator of the Euroclear System
(“Euroclear”). Euroclear and Clearstream will be treated by the Indenture Trustee and any
paying agent as the holder of the Series 2009-1 Investor Notes. For purposes of this Permanent
Global Series 2009-1 Investor Note, the securities account records of Euroclear




A-3-7









 







or Clearstream shall, in the absence of manifest error, be conclusive evidence of the identity
of the holders of Series 2009-1 Investor Notes and of the principal amount of Series 2009-1
Investor Notes represented by this Permanent Global Series 2009-1 Investor Note credited to the
securities accounts of such holders of Series 2009-1 Investor Notes. Any statement issued by
Euroclear or Clearstream to any holder relating to a specified Series 2009-1 Investor Note or
Series 2009-1 Investor Notes credited to the securities account of such holder and stating the
principal amount of such Series 2009-1 Investor Note or Series 2009-1 Investor Notes and certified
by Euroclear or Clearstream to be a true record of such securities account shall, in the absence of
manifest error, be conclusive evidence of the records of Euroclear or Clearstream for the purposes
of the preceding sentence (but without prejudice to any other means of producing such records in
evidence). Notwithstanding any provision to the contrary contained in this Permanent Global Series
2009-1 Investor Note, the Issuer irrevocably agrees, for the benefit of such holder and its
successors and assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any proceeding to enforce,
directly against the Issuer, the obligation of the Issuer hereunder to pay any amount due in
respect of each Series 2009-1 Investor Note represented by this Permanent Global Series 2009-1
Investor Note which is credited to such holder’s securities account with Euroclear or Clearstream
without the production of this Permanent Global Series 2009-1 Investor Note.



          Interests in this Permanent Global Series 2009-1 Investor Note are exchangeable or
transferable in whole or in part for interests in a Restricted Global Series 2009-1 Investor Note
provided that such transfer or exchange complies with Section 6.5 of the Series 2009-1
Indenture Supplement. Interests in this Permanent Global Series 2009-1 Investor Note may be
exchanged for Definitive Notes, subject to the provisions of the Indenture.




A-3-8









 








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 Series 2009-1 Investor Note and all rights thereunder, and hereby irrevocably
constitutes and appoints                     , attorney, to transfer said Series 2009-1 Investor
Note on the books kept for registration thereof, with full power of substitution in the premises.





	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By:
	 	 	 	3
	 

	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	Signature Guaranteed:
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 







 




			
	3/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Series 2009-1 Investor Note, without alteration, enlargement or any
change whatsoever.




A-3-9









 










EXHIBIT B-1




[FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER

FROM RESTRICTED GLOBAL NOTE

TO TEMPORARY GLOBAL NOTE]

(exchanges or transfers pursuant to Section

6.5(c) of the Series 2009-1 Indenture Supplement)




The Bank of New York Mellon,

as Transfer Agent and Registrar

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

Attention: Structured Finance Services – Chesapeake Funding, Series 2009-1




Re: Chesapeake Funding LLC

Series 2009-1 Floating Rate Asset Backed Investor Notes



Reference is hereby made to the Series 2009-1 Indenture Supplement, dated as of June 9, 2009 (as
from time to time amended, supplemented or otherwise modified in accordance with the terms thereof,
the “Indenture Supplement”; terms defined therein being used herein as therein defined), between
Chesapeake Funding LLC (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee (the
“Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as
amended or modified from time to time, the “Base Indenture” and, together with the Indenture
Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



This letter relates to US$                     principal amount of the Restricted Global Note (the
“Restricted Global Note”) of the Series 2009-1 Floating Rate Asset Backed Notes (the “Notes”)
(CUSIP No. [ ]), held with DTC in the name of [transferor] (the “Transferor”). The Transferor has
requested an exchange or transfer of such interest for an interest in the Temporary Global Note of
the Series 2009-1 Floating Rate Asset Backed Notes (ISIN No. [ ]) to be held with [Euroclear]
[Clearstream] (Common Code No. [ ]) through DTC. If this is a partial transfer, a minimum amount
of US$200,000 or any integral multiple of US$1,000 in excess thereof of the Restricted Global Note
will remain outstanding.

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



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




B-1-1









 







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



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



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



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




	 	 	 	 	 
	 	 	[Insert name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Dated:                                         





			
	cc:	 	Chesapeake Funding LLC

940 Ridgebrook Road

Sparks, Maryland 21152

Attention: General Counsel






B-1-2









 








EXHIBIT B-2




[FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER

FROM RESTRICTED GLOBAL NOTE

TO PERMANENT GLOBAL NOTE]

(exchanges or transfers pursuant to Section

6.5(d) of the Series 2009-1 Indenture Supplement)




The Bank of New York Mellon,

as Transfer Agent and Registrar

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

Attention: Structured Finance Services – Chesapeake Funding, Series 2009-1




Re: Chesapeake Funding LLC

Series 2009-1 Floating Rate Asset Backed Investor Notes



Reference is hereby made to the Series 2009-1 Indenture Supplement, dated as of June 9, 2009 (as
from time to time amended, supplemented or otherwise modified in accordance with the terms thereof,
the “Indenture Supplement”; terms defined therein being used herein as therein defined), between
Chesapeake Funding LLC (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee (the
“Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as
amended or modified from time to time, the “Base Indenture” and, together with the Indenture
Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



This letter relates to US$                     principal amount of the Restricted Global Note (the
“Restricted Global Note”) of the Series 2009-1 Floating Rate Asset Backed Notes (the “Notes”)
(CUSIP No. [     ]), held with DTC in the name of [transferor] (the “Transferor”). The
Transferor has requested an exchange or transfer of such interest for an interest in the Permanent
Global Note of the Series 2009-1 Floating Rate Asset Backed Notes (ISIN No. [     ]) to be held with [Euroclear] [Clearstream] (Common Code No. [     ]) through DTC. If
this is a partial transfer, a minimum amount of US$200,000 or any integral multiple of US$1,000 in
excess thereof of the Restricted Global Note will remain outstanding.



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



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




B-2-1









 







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



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



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



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



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




	 	 	 	 	 
	 	 	[Insert name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Dated:                                         





			
	cc:	 	Chesapeake Funding LLC

940 Ridgebrook Road

Sparks, Maryland 21152

Attention: General Counsel






B-2-2











 





EXHIBIT B-3




[FORM OF CERTIFICATE FOR TRANSFER OR

EXCHANGE FROM

TEMPORARY GLOBAL NOTE

TO RESTRICTED GLOBAL NOTE]

(exchanges or transfers pursuant to

Section 6.5(e) of the Series 2009-1 Indenture Supplement)




The Bank of New York Mellon,

as Transfer Agent and Registrar

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

Attention: Structured Finance Services — Chesapeake Funding, Series 2009-1




Re:      Chesapeake Funding LLC

Series 2009-1 Floating Rate Asset Backed Investor Notes



Reference is hereby made to the Series 2009-1 Indenture Supplement, dated as of June 9, 2009 (as
from time to time amended, supplemented or otherwise modified in accordance with the terms thereof,
the “Indenture Supplement”; terms defined therein being used herein as therein defined), between
Chesapeake Funding LLC (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee (the
“Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as
amended or modified from time to time, the “Base Indenture” and, together with the Indenture
Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



This letter relates to US$                     principal amount of the Temporary Global Note (the
“Temporary Global Note”) of the Series 2009-1 Floating Rate Asset Backed Notes (the “Notes”) (ISIN
No. [                ]) held with [Euroclear] [Clearstream] (Common Code No. [          
]) through DTC in the name of [transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such interest for an interest in the Restricted Global Note of the Series
2009-1 Floating Rate Asset Backed Notes (CUSIP No. [               ]) to be held with DTC. If
this is a partial transfer, a minimum amount of US$200,000 or any integral multiple of US$1,000 in
excess thereof of the Temporary Global Note will remain outstanding.



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


B-3-1









 






within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule
144A and in accordance with any applicable securities laws of any state of the United States or any
other jurisdiction.



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




	 	 	 	 	 
	 	[Insert name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         





			
	cc:	 	Chesapeake Funding LLC

940 Ridgebrook Road

Sparks, Maryland 21152

Attention: General Counsel






B-3-2









 





EXHIBIT B-4




[FORM OF CLEARING HOUSE SYSTEM CERTIFICATE]

(exchanges pursuant to Section 6.3

of the Series 2009-1 Indenture Supplement)




Chesapeake Funding LLC

940 Ridgebrook Road

Sparks, Maryland 21152

Attention: General Counsel




The Bank of New York Mellon,

as Transfer Agent and Registrar

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

Attention: Structured Finance Services — Chesapeake Funding, Series 2009-1




Re:      Chesapeake Funding LLC

Series 2009-1 Floating Rate Asset Backed Investor Notes



Reference is hereby made to the Series 2009-1 Indenture Supplement, dated as of June 9, 2009 (as
from time to time amended, supplemented or otherwise modified in accordance with the terms thereof,
the “Indenture Supplement”; terms defined therein being used herein as therein defined), between
Chesapeake Funding LLC (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee (the
“Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as
amended or modified from time to time, the “Base Indenture” and, together with the Indenture
Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



This is to certify that we have received certificates substantially to the effect set forth in
Exhibit B-5 to the Indenture Supplement in writing, by tested telex or electronic transmissions
from Persons appearing in our records as being entitled to a portion of the original principal
amount of the Series 2009-1 Investor Notes equal to, as of the date hereof, U.S. $[                    ] (our
“Noteholders”). Series 2009-1 Investor Noteholders of such portion of the original principal
amount of the Series 2009-1 Investor Notes have requested that their beneficial interest in such
Series 2009-1 Investor Notes be exchanged from the Temporary Global Note to the Permanent Global
Note.



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


B-4-1









 






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




Dated: [                    ]




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

Euroclear System]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[CLEARSTREAM BANKING, société anonyme]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-4-2









 





EXHIBIT B-5




[FORM OF CERTIFICATE FOR TRANSFER OR

EXCHANGE FROM

TEMPORARY GLOBAL NOTE

TO PERMANENT GLOBAL NOTE]

(exchanges pursuant to Section 6.3

of the Series 2009-1 Indenture Supplement)




Re:      Chesapeake Funding LLC

Series 2009-1 Floating Rate Asset Backed Investor Notes



If the Series 2009-1 Investor Notes are of the category contemplated in Section 230.903(b)(3) of
Regulation S under the Securities Act of 1933, as amended (the “Act”), then this is to certify
that, except as set forth below, the Series 2009-1 Investor Notes are beneficially owned by (a)
non-U.S. persons or (b) U.S. persons who purchased the Series 2009-1 Investor Notes in transactions
which did not require registration under the Act. As used in this paragraph, the terms “U.S.
person” has the meaning given to it by Regulation S under the Act.



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



We undertake to advise you promptly by tested telex on or prior to the date on which you intend to
submit your certification relating to the Series 2009-1 Investor Notes held by you for our account
in accordance with your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that this certification
applies as of such date.



This certification excepts and does not relate to U.S.$[                    ] of such interest in the above
Series 2009-1 Investor Notes in respect of which we are not able to certify and as to which we
understand exchange and delivery of interests in the Permanent Global Note (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do so certify.



We hereby request that with the exception of the interests stated in the prior paragraph, our
beneficial interest in the Series 2009-1 Investor Notes be exchanged from Temporary Global Note to
Permanent Global Note.



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


B-5-1









 






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




Date: [                                        ]*




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	As, or as agent for, the beneficial
owner(s) of the Series 2009-1 Investor Notes to which
this certificate relates.  	 
	 





 




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




B-5-2









 










EXHIBIT C




Form of Monthly Settlement Statement




C-1









 








EXHIBIT D




Form of Lease Rate Cap





D-1