exv4w2






Exhibit 4.2




Execution Copy




CHESAPEAKE FUNDING LLC,

as Issuer,




PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator,



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,



CERTAIN NON-CONDUIT PURCHASERS,



CERTAIN CP CONDUIT PURCHASER GROUPS,



FUNDING AGENTS FOR THE CP CONDUIT PURCHASER GROUPS,



CERTAIN CLASS B NOTE PURCHASERS



and



THE BANK OF NEW YORK MELLON,

as Indenture Trustee



SERIES 2011-1 INDENTURE SUPPLEMENT



dated as of June 29, 2011



to



AMENDED AND RESTATED BASE INDENTURE



dated as of December 17, 2008














 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 DEFINITIONS
	 	 	2	 
	 
	ARTICLE 2 PURCHASE AND SALE OF SERIES 2011-1 INVESTOR NOTES; INCREASES
AND DECREASES OF CLASS A INVESTED AMOUNT
	 	 	40	 
	 
	SECTION 2.1. Purchases of the Series 2011-1 Investor Notes
	 	 	40	 
	 
	SECTION 2.2. Delivery
	 	 	41	 
	 
	SECTION 2.3. Procedure for Initial Issuance of Series 2011-1 Investor Notes and for
Increasing the Class A Invested Amount
	 	 	41	 
	 
	SECTION 2.4. Sales by CP Conduit Purchasers of Class A Investor Notes to APA Banks
	 	 	45	 
	 
	SECTION 2.5. Procedure for Decreasing the Class A Invested Amount; Optional Termination
	 	 	45	 
	 
	SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the Commitments
	 	 	46	 
	 
	SECTION 2.7. Interest; Fees
	 	 	47	 
	 
	SECTION 2.8. Indemnification by the Issuer and the Administrator
	 	 	49	 
	 
	SECTION 2.9. Funding Agents
	 	 	50	 
	 
	SECTION 2.10. Replacement
	 	 	51	 
	 
	SECTION 2.11. Defaulting Purchaser Groups
	 	 	52	 
	 
	ARTICLE 3 ARTICLE 5 OF THE BASE INDENTURE
	 	 	53	 
	 
	ARTICLE 4 AMORTIZATION EVENTS
	 	 	73	 
	 
	ARTICLE 5 OPTIONAL PREPAYMENT
	 	 	75	 
	 
	ARTICLE 6 SERVICING AND ADMINISTRATOR FEES
	 	 	76	 
	 
	SECTION 6.1. Servicing Fee
	 	 	76	 
	 
	SECTION 6.2. Administrator Fee
	 	 	76	 
	 
	ARTICLE 7 CHANGE IN CIRCUMSTANCES
	 	 	76	 




i









 




	 	 	 	 	 
	 	 	Page	 
	SECTION 7.1. Illegality
	 	 	76	 
	 
	SECTION 7.2. Increased Costs
	 	 	77	 
	 
	SECTION 7.3. Taxes
	 	 	78	 
	 
	SECTION 7.4. Break Funding Payments
	 	 	81	 
	 
	SECTION 7.5. Alternate Rate of Interest
	 	 	82	 
	 
	SECTION 7.6. Mitigation Obligations
	 	 	82	 
	 
	ARTICLE 8 REPRESENTATIONS AND WARRANTIES, COVENANTS
	 	 	83	 
	 
	SECTION 8.1. Representations and Warranties of the Issuer and VMS
	 	 	83	 
	 
	SECTION 8.2. Covenants of the Issuer and VMS
	 	 	83	 
	 
	SECTION 8.3. Covenants of the Administrator
	 	 	84	 
	 
	SECTION 8.4. Obligations Unaffected
	 	 	86	 
	 
	SECTION 8.5. Covenants Relating to Article 122a of CRD
	 	 	86	 
	 
	ARTICLE 9 CONDITIONS PRECEDENT
	 	 	86	 
	 
	SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement
	 	 	86	 
	 
	ARTICLE 10 THE ADMINISTRATIVE AGENT
	 	 	91	 
	 
	SECTION 10.1. Appointment
	 	 	91	 
	 
	SECTION 10.2. Delegation of Duties
	 	 	91	 
	 
	SECTION 10.3. Exculpatory Provisions
	 	 	92	 
	 
	SECTION 10.4. Reliance by Administrative Agent
	 	 	92	 
	 
	SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	93	 
	 
	SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers
	 	 	93	 
	 
	SECTION 10.7. Indemnification
	 	 	94	 
	 
	SECTION 10.8. The Administrative Agent in Its Individual Capacity
	 	 	94	 
	 
	SECTION 10.9. Resignation of Administrative Agent; Successor Administrative Agent
	 	 	94	 




ii









 




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 11 THE FUNDING AGENTS
	 	 	95	 
	 
	SECTION 11.1. Appointment
	 	 	95	 
	 
	SECTION 11.2. Delegation of Duties
	 	 	95	 
	 
	SECTION 11.3. Exculpatory Provisions
	 	 	96	 
	 
	SECTION 11.4. Reliance by Each Funding Agent
	 	 	96	 
	 
	SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	96	 
	 
	SECTION 11.6. Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups
	 	 	97	 
	 
	SECTION 11.7. Indemnification
	 	 	97	 
	 
	ARTICLE 12 MISCELLANEOUS
	 	 	98	 
	 
	SECTION 12.1. Ratification of Indenture
	 	 	98	 
	 
	SECTION 12.2. Governing Law
	 	 	98	 
	 
	SECTION 12.3. Further Assurances
	 	 	98	 
	 
	SECTION 12.4. Payments
	 	 	98	 
	 
	SECTION 12.5. Costs and Expenses
	 	 	98	 
	 
	SECTION 12.6. No Waiver; Cumulative Remedies
	 	 	99	 
	 
	SECTION 12.7. Amendments
	 	 	99	 
	 
	SECTION 12.8. Severability
	 	 	100	 
	 
	SECTION 12.9. Notices
	 	 	100	 
	 
	SECTION 12.10. Successors and Assigns
	 	 	101	 
	 
	SECTION 12.11. Securities Laws
	 	 	104	 
	 
	SECTION 12.12. Adjustments; Set-off
	 	 	105	 
	 
	SECTION 12.13. Counterparts
	 	 	105	 
	 
	SECTION 12.14. No Bankruptcy Petition
	 	 	105	 
	 
	SECTION 12.15. SUBIs
	 	 	106	 




iii









 




	 	 	 	 	 
	 	 	Page
	SECTION 12.16. Discharge of Indenture
	 	 	107	 
	 
	SECTION 12.17. Limited Recourse
	 	 	107	 
	 
	SECTION 12.18. Waiver of Setoff
	 	 	108	 
	 
	SECTION 12.19. Conflict of Instructions
	 	 	108	 
	 
	SECTION 12.20. JPMorgan Chase Conflict Waiver
	 	 	108	 
	 
	SECTION 12.21. Confidential Information
	 	 	108	 






	 	 	 

	SCHEDULES
	 	 
	 
	 	 
	Schedule I:

	 	List of Purchaser Groups
	Schedule II:

	 	List of Class B Note Purchasers
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A:

	 	Form of Class A Investor Note
	Exhibit B:

	 	Form of Class B Investor Note
	Exhibit C:

	 	Increase Notice
	Exhibit D:

	 	Form of Lease Rate Cap
	Exhibit E:

	 	Monthly Settlement Statement
	Exhibit F:

	 	Form of Agreed Upon Procedures — Lease Data File
	Exhibit G:

	 	Form of Agreement Upon Procedures — Characteristics of Leases
	Exhibit H:

	 	UCC Certificate
	Exhibit I:

	 	Form of Transfer Supplement
	Exhibit J:

	 	Form of Purchaser Group Supplement
	Exhibit K:

	 	Form of Class B Note Transfer Supplement




iv









 




          SERIES 2011-1 INDENTURE SUPPLEMENT, dated as of June 29, 2011 (as amended, supplemented,
restated or otherwise modified from time to time, this “Indenture Supplement”) among
CHESAPEAKE FUNDING LLC, a special purpose limited liability company established under the laws of
Delaware (the “Issuer”), PHH VEHICLE MANAGEMENT SERVICES, LLC (“VMS”), as
administrator (in such capacity, the “Administrator”), the NON-CONDUIT PURCHASERS from time
to time parties hereto, the CP CONDUIT PURCHASER GROUPS from time to time parties hereto, the
FUNDING AGENTS for the CP Conduit Purchaser Groups from time to time parties hereto, JPMORGAN CHASE
BANK, N.A., in its capacity as administrative agent for the Purchaser Groups (the
“Administrative Agent”), the several purchasers of the Class B Investor Notes listed on
Schedule II and their respective permitted successors and assigns pursuant to Section
12.10(g) (the “Class B Note Purchasers”; each, individually, a “Class B Note
Purchaser”) and THE BANK OF NEW YORK MELLON, 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 issued pursuant to the Base Indenture and
this Indenture Supplement and such Series of Investor Notes shall be designated generally as
Floating Rate Asset Backed Investor Notes, Series 2011-1.



          The Series 2011-1 Investor Notes shall be issued in two classes: the first of which shall be
designated as Series 2011-1 Floating Rate Asset Backed Variable Funding Investor Notes, Class A,
and referred to herein as the Class A Investor Notes, and the second of which shall be designated
as the Series 2011-1 Floating Rate Asset Backed Investor Notes, Class B, and referred to herein as
the Class B Investor Notes. The Class A Investor Notes and the Class B Investor Notes are referred
to herein collectively as the “Series 2011-1 Investor Notes.”



          The proceeds from the initial sale of the Series 2011-1 Investor Notes and from any Increase
(as defined herein) shall be deposited in the Series 2011-1 Collection Subaccount


I-1









 



2

and shall be used by the Issuer, in the case of the initial sale of the Series 2011-1 Investor
Notes, to prepay $409,166,667 of the Series 2010-1 Class A Investor Notes and $9,890,110 of the
Series 2010-1 Class B Investor Notes and otherwise to fund the Loans to Holdings under the Loan
Agreement and prepay the Invested Amounts of other Series of Investor Notes.




ARTICLE 1




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 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 2011-1 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 2011-1 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:




     “Acquiring APA Bank” is defined in Section 12.10(c).




     “Acquiring Class B Note Purchaser” is defined in Section 12.10(g).




     “Acquiring Purchaser Group” is defined in Section 12.10(e).




     “Adjusted LIBO Rate” means, with respect to each day during each Eurodollar
Period pertaining to a portion of the Purchaser Group Invested Amount with respect to any CP
Conduit Purchaser Group allocated to a Eurodollar Tranche, an interest rate per annum
(rounded upwards, if necessary, to the nearest 1/16th of 1%) equal to the LIBO Rate for such
Eurodollar Period multiplied by the Statutory Reserve Rate.




     “Administrative Agent” is defined in the preamble hereto.




     “Affected Party” means any Non-Conduit Purchaser, any CP Conduit Purchaser and
any Program Support Provider with respect to any CP Conduit Purchaser.




     “Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1% and (c) an interest rate per annum (rounded upwards, if
necessary, to the nearest 1/16th of 1%) equal to the rate per annum shown on the display
designated as “LIBOR01” on the Reuters Money 3000 Service for a period of thirty days at
11:00 A.M., London time, on such day (or, if no such rate is shown for such day, such rate
shown for the immediately preceding day for which such rate is shown) multiplied by the
Statutory Reserve Rate plus 1%. Any change in the Alternate Base Rate due to a









 



3



change in any such rate shall be effective from and including the effective day of such
change in rate.




     “Amortization Event” is defined in Article 4.




     “APA Bank” means, with respect to a CP Conduit Purchaser, each bank set forth
opposite the name of such CP Conduit Purchaser on Schedule I or in the Purchaser Group
Supplement pursuant to which such CP Conduit Purchaser became a party to this Indenture
Supplement and any assignee thereof, to the extent such assignee has assumed all or a
portion of the Commitment of an APA Bank pursuant to a Transfer Supplement entered into in
accordance with Section 12.10(c).




     “APA Bank Funded Amount” means, with respect to any CP Conduit Purchaser Group
for any day, the excess, if any, of the Purchaser Group Invested Amount with respect to such
CP Conduit Purchaser Group over the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser Group for such day.




     “APA Bank Participants” is defined in Section 12.10(d).




     “APA Bank Percentage” means, with respect to any APA Bank, the percentage set
forth opposite the name of such APA Bank on Schedule I or in the Transfer Supplement or the
Purchaser Group Supplement pursuant to which such APA Bank became a party to this Indenture
Supplement.




     “Applicable Law” means all provisions of statutes, rules, regulations and
orders of governmental bodies or regulatory agencies applicable to a Person, and all orders
and decrees of all courts and arbitrators in proceedings or actions in which the Person in
question is a party.




     “Applicable Margin” is defined in the Fee Letter.




     “Article 7 Costs” means any amounts due pursuant to Article 7.




     “Article 122a” is defined in Section 8.5(a).




     “Asset Purchase Agreement” means, with respect to any CP Conduit Purchaser, the
asset purchase agreement, liquidity agreement or other agreement among such CP Conduit
Purchaser, the Funding Agent with respect to such CP Conduit Purchaser and the APA Bank(s)
with respect to such CP Conduit Purchaser, as amended, modified or supplemented from time to
time.




     “Available APA Bank Funding Amount” means, with respect to any CP Conduit
Purchaser Group for any Business Day, the sum of (i) the portion of such CP Conduit
Purchaser Group’s Commitment Percentage of the Class A Initial Invested Amount not to be
funded by such CP Conduit Purchaser Group by issuing Commercial Paper if such Business Day
is the Series 2011-1 Initial Funding Date, (ii) the portion of the APA Bank Funded Amount
with respect to such CP Conduit Purchaser Group not allocated to a Eurodollar Tranche on
such Business Day, (iii) the portion of the APA Bank Funded









 



4



Amount with respect to such CP Conduit Purchaser Group allocated to any Eurodollar
Tranche the Eurodollar Period in respect of which expires on such Business Day and (iv) the
portion of the Purchaser Group Increase Amount with respect to such CP Conduit Purchaser
Group for such Business Day not to be funded by such CP Conduit Purchaser Group by issuing
Commercial Paper; provided, however, that the Available APA Bank Funding Amount with respect
to any CP Conduit Purchaser Group shall not include any portion thereof accruing interest at
the sole discretion of the CP Conduit Purchaser in such CP Conduit Purchaser Group at a rate
per annum equal to the LIBO Rate with respect to such day plus the Program Fee Rate with
respect to such CP Conduit Purchaser Group.




     “Available CP Funding Amount” means, with respect to any CP Conduit Purchaser
Group for any Business Day, the sum of (i) the portion of such CP Conduit Purchaser Group’s
Commitment Percentage of the Class A Initial Invested Amount to be funded by such CP Conduit
Purchaser Group by issuing Commercial Paper if such Business Day is the Series 2011-1
Initial Funding Date, (ii) the portion of the CP Conduit Funded Amount with respect to such
CP Conduit Purchaser Group allocated to any CP Tranche, the CP Rate Period in respect of
which expires on such Business Day and (iii) the portion of the Purchaser Group Increase
Amount with respect to such CP Conduit Purchaser Group for such Business Day to be funded by
such CP Conduit Purchaser Group by issuing Commercial Paper.




     “Basel II” is defined in Section 7.2(a).




     “Benefitted Purchaser Group” is defined in Section 12.12(a).




     “Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.




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




     “Capital Lease” means as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee which, in accordance with
generally accepted accounting principles as in effect on the date hereof, is or should be
accounted for as a capital lease on the balance sheet of that Person.




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




     “Change in Control” means either (a) any of VMS, Holdings or the Issuer ceases
to be a wholly-owned Subsidiary of PHH or (b)(i) the acquisition by any Person or group
(within the meaning of the Exchange Act and the rules of the Securities and Exchange
Commission thereunder as in effect on January 1, 2006), directly or indirectly, beneficially
or of record, of ownership or control of in excess of 50% of the voting common stock of PHH
on a fully diluted basis at any time or (ii) if at any time, individuals who on January 1,
2006 constituted the Board of Directors of PHH (together with any new directors whose
election by such Board of Directors or whose nomination for election by the shareholders of
PHH, as the case may be, was approved by a vote of









 



5



the majority of the directors then still in office who were either directors on January
1, 2006 or whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of PHH then in office.




     “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.




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




     “Class A Contingent Monthly Funding Costs” means, with respect to:




     (a) any CP Conduit Purchaser Group, the sum of:




     (i) with respect to any Series 2011-1 Interest Period, the excess, if
any, of (A) the amount calculated for such Series 2011-1 Interest Period
pursuant to clause (a)(i) of the definition of Class A Monthly Funding Costs
with respect to such CP Conduit Purchaser Group over (B) an amount equal to
the sum of the product for each day during such Series 2011-1 Interest
Period of (I) the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser Group on such day and (II) a rate per annum equal to the sum of
(x) the ABS CP Index on such day and (y) 1.00% divided by (III) 360;




     (ii) with respect to any Series 2011-1 Interest Period, the excess, if
any, of (A) the amount calculated for such Series 2011-1 Interest Period
pursuant to clause (a)(ii) of the definition of Class A Monthly Funding
Costs with respect to such CP Conduit Purchaser Group over (B) an amount
equal to the sum of the product for each day during such Series 2011-1
Interest Period of (I) the APA Bank Funded Amount with respect to such CP
Conduit Purchaser Group on such day and (II) a rate per annum equal to the
sum of (x) One-Month LIBOR for such Series 2011-1 Interest Period and (y)
the Applicable Margin on such day divided by (C) 360; and




     (iii) with respect to any Series 2011-1 Interest Period, the excess, if
any, of (A) the amount calculated for such Series 2011-1 Interest Period
pursuant to the proviso at the end of the definition of Class A Monthly
Funding Costs with respect to such CP Conduit Purchaser Group over (B) an
amount equal to the sum of the product for each day during such Series
2011-1 Interest Period of (I) the Purchaser Group Invested Amount with
respect to such CP Conduit Purchaser Group on such day and (B) a rate per
annum equal to the sum of (x) One-Month LIBOR for such Series 2011-1
Interest Period and (y) the Applicable Margin on such day divided by (C)
360;









 



6



     (b) any Non-Conduit Purchaser Group, with respect to any Series 2011-1 Interest Period,
the excess, if any, of the amount calculated for such Series 2011-1 Interest Period pursuant
to clause (b) of the definition of Class A Monthly Funding Costs or the proviso at the end
of said definition with respect to such Non-Conduit Purchaser Group over (ii) an amount
equal to the sum of the product for each day during such Series 2011-1 Interest Period of
(A) the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group on
such day and (B) a rate per annum equal to the sum of (x) One-Month LIBOR for such Series
2011-1 Interest Period and (y) the Applicable Margin on such day divided by (C) 360.




     “Class A Contingent Monthly Funding Costs Shortfall” is defined in Section
5A.3(c).




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




     “Class A Initial Invested Amount” is defined in Section 2.3(a).




     “Class A Invested Amount” means, on any date of determination, the sum of the
Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such date.




     “Class A Investor Noteholder” means the Person in whose name a Class A Investor
Note is registered in the Note Register.




     “Class A Investor Notes” means any one of the Series 2011-1 Floating Rate Asset
Backed Variable Funding Investor Notes, Class A, executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A.




     “Class A Maximum Invested Amount” means, on any date of determination, the sum
of the Class A Maximum Purchaser Group Invested Amounts with respect to each of the
Purchaser Groups on such date. The Class A Maximum Invested Amount shall be reduced by the
Class A Maximum Purchaser Group Invested Amount of each Non-Extending Purchaser Group on the
Scheduled Expiry Date with respect to such Purchaser Group.




     “Class A Maximum Purchaser Group Invested Amount” means, with respect to (a)
any CP Conduit Purchaser Group, the amount set forth opposite the name of the CP Conduit
Purchaser included in such CP Conduit Purchaser Group on Schedule I or in the Purchaser
Group Supplement pursuant to which such CP Conduit Purchaser Group became a party to this
Indenture Supplement or (b) any Non-Conduit Purchaser Group, the amount set forth opposite
the name of such Non-Conduit Purchaser Group on Schedule I or in the Purchaser Group
Supplement pursuant to which such Non-Conduit Purchaser Group became a party to this
Indenture Supplement, in each case, as such amount may be increased or reduced from time to
time as provided in Section 2.6. The Class A Maximum Purchaser Group Invested
Amount with respect to each Non-









 



7



Extending Purchaser Group shall be reduced to zero on the Scheduled Expiry Date with
respect to such Purchaser Group.




     “Class A Monthly Funding Costs” means, with respect to each Series 2011-1
Interest Period and:




     (a) any CP Conduit Purchaser Group, the sum of:




     (i) for each day during such Series 2011-1 Interest Period, (A) with
respect to a Match Funding CP Conduit Purchaser, the aggregate amount of
Discount accruing on all outstanding Commercial Paper issued by, or for the
benefit of, such Match Funding CP Conduit Purchaser to fund the CP Conduit
Funded Amount with respect to such Match Funding CP Conduit Purchaser on
such day or (B) with respect to a Pooled Funding CP Conduit Purchaser, the
aggregate amount of Discount accruing on or otherwise in respect of the
Commercial Paper issued by, or for the benefit of, such Pooled Funding CP
Conduit Purchaser allocated, in whole or in part, by the Funding Agent with
respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled
Funding CP Conduit Purchaser;




plus




     (ii) for each day during such Series 2011-1 Interest Period, the sum
of:




     (A) the product of (I) the portion of the APA Bank Funded Amount
with respect to such CP Conduit Purchaser Group allocated to the
Floating Tranche with respect to such CP Conduit Purchaser Group on
such day times (II) the Alternate Base Rate (or, in the sole
discretion of the CP Conduit Purchaser in such CP Conduit Purchaser
Group, at a rate per annum equal to the LIBO Rate with respect to
such day) plus the Program Fee Rate with respect to such CP Conduit
Purchaser Group in effect on such day, divided by (III) 365 (or 366,
as the case may be) (or, in the case of interest accruing at the LIBO
Rate at the option of the CP Conduit Purchaser, 360) ;




plus




     (B) the product of (I) the portion of the APA Bank Funded Amount
with respect to such CP Conduit Purchaser Group allocated to
Eurodollar Tranches with respect to such CP Conduit Purchaser Group
on such day times (B) the weighted average Adjusted LIBO Rate with
respect to such Eurodollar Tranches plus the Applicable Margin in
effect on such day divided by (C) 360;









 



8



plus




     (iii) for each day during such Series 2011-1 Interest Period, the
product of (A) the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser Group on such day times (B) the Program Fee Rate with respect to
such CP Conduit Purchaser Group in effect on such day, divided by (C) 360;
or




     (b) any Non-Conduit Purchaser Group, the sum for each day during such Series
2011-1 Interest Period of the product of (i) the Purchaser Group Invested Amount
with respect to such Non-Conduit Purchaser Group on such day times (ii) the sum of
(A) the LIBO Rate with respect to such day and (B) the Program Fee Rate with respect
to such Non-Conduit Purchaser Group in effect on such day, divided by (C) 360;
provided, however, that if the aggregate APA Bank Funded Amounts with respect to the
CP Conduit Purchaser Groups allocated to Eurodollar Tranches on such day as a
percentage of the aggregate Purchaser Group Invested Amounts with respect to the CP
Conduit Purchaser Groups on such day is greater than 50%, the amount for each day
with respect to such Non-Conduit Purchaser Group will be calculated using the
Applicable Margin in effect on such day in clause (ii)(B) hereof (rather than the
Program Fee Rate with respect to such Non-Conduit Purchaser Group) and, provided,
further, however that if any Change in Law shall make it unlawful for any
Non-Conduit Purchaser Group to fund its Purchaser Group Invested Amount at the LIBO
Rate and such Non-Conduit Purchaser Group shall have notified the Administrative
Agent in writing thereof (and not subsequently notified the Administrative Agent
such circumstances no longer exist), the amount for each day with respect to such
Non-Conduit Purchaser Group will be calculated using the Alternate Base Rate on such
day in clause (ii) hereof (rather than the sum of the LIBO Rate and the Program Fee
Rate (or the Applicable Margin));




provided, however, that, after the occurrence and during the continuance of an
Amortization Event, the amount for each day with respect to each Purchaser Group shall equal
the product of (x) the Purchaser Group Invested Amount with respect to such Purchaser Group
on such day times (y) the sum of (A) Alternate Base Rate on such day and (B) 3.90% divided
by (z) 365 (or 366, as the case may be).




     “Class A Monthly Funding Costs Shortfall” means a Class A Senior Monthly
Funding Costs Shortfall or a Class A Contingent Monthly Funding Costs Shortfall.




     “Class A Monthly Interest” is defined in Section 5A.3(a).




     “Class A Note Rate” means for any Series 2011-1 Interest Period, the interest
rate equal to the product of (a) the percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Funding Costs with respect to each
Purchaser Group for such Series 2011-1 Interest Period and the denominator of which is equal
to the average daily Class A Invested Amount during such Series 2011-1 Interest Period and
(b) a fraction, the numerator of which is 360 and the denominator of which is









 



9



the number of days in such Series 2011-1 Interest Period; provided,
however, that the Class A Note Rate will in no event be higher than the maximum rate
permitted by applicable law.




     “Class A Participants” means APA Bank Participants and Non-Conduit Purchaser
Participants.




     “Class A Senior Monthly Funding Costs” means, with respect to each Series
2011-1 Interest Period and any Purchaser Group, the excess of (a) the Class A Monthly
Funding Costs over (b) the Class A Contingent Monthly Funding Costs, in each case, with
respect to such Series 2011-1 Interest Period and such Purchaser Group.




     “Class A Senior Monthly Funding Costs Shortfall” is defined in Section
5A.3(c).




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




     “Class B Additional Interest” is defined in Section 5A.3(c).




     “Class B Contingent Monthly Interest” means, with respect to any Series 2011-1
Interest Period, an amount equal to the excess, if any, of (a) Class B Monthly Interest with
respect to such Series 2011-1 Interest Period over (b) an amount equal to the product of (i)
the sum of (A) One-Month LIBOR for such Series 2011-1 Interest Period and (B) 1.85%, (ii)
the Class B Invested Amount on the first day of such Series 2011-1 Interest Period, after
giving effect to any principal payments made on such date, or, in the case of the initial
Series 2011-1 Interest Period, the Class B Initial Invested Amount, and (iii) a fraction,
the numerator of which is the number of days in such Series 2011-1 Interest Period and the
denominator of which is 360.




     “Class B Contingent Monthly Interest Payment” is defined in Section
5A.3(c).




     “Class B Contingent Monthly Interest Shortfall” is defined in Section
5A.3(c).




     “Class B Initial Invested Amount” means the aggregate initial principal amount
of the Class B Investor Notes, which is $16,483,516.




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




     “Class B Investor Noteholder” means the Person in whose name a Class B Investor
Note is registered in the Note Register.




     “Class B Investor Notes” means any one of the Series 2011-1 Floating Rate Asset
Backed Investor Notes, Class B, executed by the Issuer and authenticated by or on behalf of
the Indenture Trustee, substantially in the form of Exhibit B.




     “Class B Monthly Interest” means, with respect to any Series 2011-1 Interest
Period, an amount equal to the product of (i) the Class B Note Rate for such Series









 



10



2010-1
Interest Period, (ii) the Class B Invested Amount on the first day of such Series 2011-1
Interest Period, after giving effect to any principal payments made on such date, or, in the
case of the initial Series 2011-1 Interest Period, the Class B Initial Invested Amount, and
(iii) a fraction, the numerator of which is the number of days in such Series 2011-1
Interest Period and the denominator of which is 360 (or, if the Class B Note Rate for such
Series 2011-1 Interest Period is based on the Alternate Base Rate, 365 (or 366, as the case
may be)).




     “Class B Monthly Interest Shortfall” means a Class B Senior Monthly Interest
Shortfall or a Class B Contingent Monthly Interest Shortfall.




     “Class B Note Margin” means 1.85% per annum, as such rate may be increased or
decreased in accordance with Section 12.7; provided, however that the Class B Note
Margin for any day during the Series 2011-1 Amortization Period will equal 2.85% per annum.




     “Class B Note Purchase Commitment” means, with respect to any Class B Note
Purchaser, the amount set forth opposite the name of such Class B Note Purchaser on Schedule
II.




     “Class B Note Purchaser” is defined in the preamble hereto.




     “Class B Note Rate” means, with respect to (a) the initial Series 2011-1
Interest Period, 2.04% per annum and (b) each Series 2011-1 Interest Period thereafter, a
rate per annum equal to One-Month LIBOR for such Series 2011-1 Interest Period plus the
Class B Note Margin; provided, however that, after the occurrence and during the continuance
of an Amortization Event, the Class B Note Rate for each Series 2011-1 Interest Period (or
portion thereof) will equal the sum of (i) the Alternate Base Rate on each day during such
Series 2011-1 Interest Period (or portion thereof) and (ii) 3.90%.




     “Class B Participants” is defined in Section 12.10(g).




     “Class B Senior Monthly Interest” means, with respect to each Series 2011-1
Interest Period, the excess of (a) Class B Monthly Interest over (b) Class B Contingent
Monthly Interest, in each case, with respect to such Series 2011-1 Interest Period.




     “Class B Senior Monthly Interest Payment” is defined in Section
5A.3(c).




     “Class B Senior Monthly Interest Shortfall” is defined in Section
5A.3(c).




	 	 	     “Commercial Paper” means, with respect to any CP Conduit Purchaser, the
promissory notes issued by, or for the benefit of, such CP Conduit Purchaser in the
commercial paper market.






     “Commitment” means, with respect to (a) the APA Banks included in any CP
Conduit Purchaser Group, the obligation of such APA Banks to purchase a Class A Investor
Note on the Series 2011-1 Initial Funding Date and, thereafter, to maintain and, subject to
certain conditions, increase the Purchaser Group Invested Amount with respect









 



11



to such CP Conduit Purchaser Group, in each case, in an amount up to the Class A
Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group or
(b) any Non-Conduit Purchaser Group, the obligation of the Related Non-Conduit Purchaser to
purchase a Class A Investor Note on the Series 2011-1 Initial Funding Date and, thereafter,
to maintain and, subject to certain conditions, increase the Purchaser Group Invested Amount
with respect to such Non-Conduit Purchaser Group, in each case, in an amount up to the Class
A Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group.




     “Commitment Fee” is defined in Section 2.7(e).




     “Commitment Fee Payment” is defined in Section 5A.4(c)(v).




     “Commitment Fee Rate” is defined in the Fee Letter.




     “Commitment Percentage” means, on any date of determination, with respect to
any Purchaser Group, the ratio, expressed as a percentage, which such Purchaser Group’s
Class A Maximum Purchaser Group Invested Amount bears to the Class A Maximum Invested Amount
on such date.




     “Conduit Assignee” means, with respect to any CP Conduit Purchaser, any
commercial paper conduit administered by the Funding Agent with respect to such CP Conduit
Purchaser and designated by such Funding Agent to accept an assignment from such CP Conduit
Purchaser of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser
pursuant to Section 12.10(b).




     “Consolidated Net Worth” means, at any date of determination, all amounts
which would be included on a balance sheet of PHH and the Consolidated Subsidiaries under
stockholders’ equity as of such date in accordance with generally accepted accounting
principles as in effect on the date hereof.




     “Consolidated Subsidiaries” means all Subsidiaries that are required to be
consolidated with PHH for financial reporting purposes in accordance with in accordance with
generally accepted accounting principles as in effect on the date hereof.




     “CP Conduit Funded Amount” means, with respect to any CP Conduit Purchaser
Group for any day, the portion of the Purchaser Group Invested Amount with respect to such
CP Conduit Purchaser Group funded by such CP Conduit Purchaser Group by issuing Commercial
Paper on such day.




     “CP Conduit Purchaser” means each commercial paper conduit listed on Schedule I
or party to a Purchaser Group Supplement pursuant to which such commercial paper conduit
became a party to this Indenture Supplement.




     “CP Conduit Purchaser Group” means, collectively, a CP Conduit Purchaser and
the APA Banks with respect to such CP Conduit Purchaser.









 



12



     “CP Rate Period” means, with respect to any CP Tranche, a period of days not to
exceed 270 days commencing on a Business Day selected in accordance with Section
2.7(b); provided that (x) if a CP Rate Period would end on a day that is not a
Business Day, such CP Rate Period shall end on the next succeeding Business Day and (y)
during the Series 2011-1 Amortization Period, each CP Rate Period shall end on or prior to
the next succeeding Payment Date.




     “CP Tranche” means, with respect to a Match Funding CP Conduit Purchaser, a
portion of the CP Conduit Funded Amount with respect to such Match Funding CP Conduit
Purchaser for which the Class A Monthly Funding Costs with respect to such Match Funding CP
Conduit Purchaser is calculated by reference to a particular Discount and a particular CP
Rate Period.




     “CRD” means the Capital Requirements Directive which is comprised of Directives
2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the
taking up and pursuit of the business of credit institutions and Directive 2006/49/EC of the
European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment
firms and credit institutions, as amended from time to time.




     “Daily Principal Utilization Amount” means, for any Business Day, the sum of
the following amounts to be withdrawn from the Series 2011-1 Principal Collection Subaccount
pursuant to Section 5A.2(g) on such Business Day: (i) the amount of any Decrease to be
applied to reduce the Class A Invested Amount pursuant to Section 2.5, (ii) the
amount that the Issuer has elected to apply to reduce the principal amount of any
Outstanding Series of Investor Notes (other than the Series 2011-1 Investor Notes) and (iii)
the portion of the Loan to be made to Holdings on such Business Day pursuant to the Loan
Agreement to be financed with the proceeds of the Series 2011-1 Investor Notes.




     “Decrease” is defined in Section 2.5(a).




     “Defaulting Purchaser Group” means (a) any CP Conduit Purchaser Group that
includes an APA Bank that, as determined by the Administrative Agent, has (i) failed to fund
any portion of an Increase Amount hereunder within three (3) Business Days of the date
required to be funded by it hereunder, (ii) notified the Issuer or the Administrative Agent
in writing that it does not intend to comply with any of its funding obligations hereunder
or has made a public statement to the effect that it does not intend to comply with its
funding obligations hereunder, (iii) failed, within three (3) Business Days after request by
the Administrative Agent, to confirm that it will comply with the terms of this Indenture
Supplement relating to its obligations to fund prospective Increase Amounts hereunder, (iv)
otherwise failed to pay over to the Administrative Agent, its related Funding Agent or any
Person included in the same CP Conduit Purchaser Group any other amount required to be paid
by it hereunder within three (3) Business Days of the date when due, unless the subject of a
good faith dispute, or (v) (A) become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee or custodian appointed for it or (B) has a
parent company that has become the subject of a bankruptcy or insolvency proceeding, or a
receiver, conservator, trustee or custodian has









 



13



been appointed for such parent company or (b) any Non-Conduit Purchaser Group the
Non-Conduit Purchaser of which, as determined by the Administrative Agent, has (i) failed to
fund any portion of an Increase Amount hereunder within three (3) Business Days of the date
required to be funded by it hereunder, (ii) notified the Issuer or the Administrative Agent
in writing that it does not intend to comply with any of its funding obligations hereunder
or has made a public statement to the effect that it does not intend to comply with its
funding obligations hereunder, (iii) failed, within three (3) Business Days after request by
the Administrative Agent, to confirm that it will comply with the terms of this Indenture
Supplement relating to its obligations to fund prospective Increase Amounts hereunder, (iv)
otherwise failed to pay over to the Administrative Agent any other amount required to be
paid by it hereunder within three (3) Business Days of the date when due, unless the subject
of a good faith dispute, or (v) (A) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or (B)
has a parent company that has become the subject of a bankruptcy or insolvency proceeding,
or a receiver, conservator, trustee or custodian has been appointed for such parent company.




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




     “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.




     “Discount” means, (a) with respect to any Match Funding CP Conduit Purchaser,
the interest or discount component of the Commercial Paper issued by such Match Funding CP
Conduit Purchaser to fund or maintain the CP Conduit Funded Amount with respect to such
Match Funding CP Conduit Purchaser, including an amount equal to the portion of the face
amount of the outstanding Commercial Paper issued to fund or maintain the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser that corresponds to the portion of the
proceeds of such Commercial Paper that was used to pay the interest or discount component of
maturing Commercial Paper issued to fund or maintain such CP Conduit Funded Amount, to the
extent that such CP Conduit Purchaser has not received payments of interest in respect of
such interest component prior to the maturity date of such maturing Commercial Paper, and
including the portion of such interest or discount component constituting dealer or
placement agent commissions and (b) with respect to any Pooled Funding CP Conduit Purchaser,
the amount of interest or discount to accrue on or in respect of the Commercial Paper issued
by such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding
Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit
Purchaser (including, without limitation, any interest attributable to the commissions of
placement agents and dealers in respect of such Commercial Paper and









 



14



any costs associated with funding small or odd-lot amounts, to the extent that such
commissions or costs are allocated, in whole or in part, to such Commercial Paper by such
Funding Agent).



          “Dodd-Frank Act” is defined in Section 7.2(a).




     “Effective Date” is defined in Section 9.1.




     “Eligible Assignee” means a financial institution having short-term debt
ratings of at least A-1 from Standard & Poor’s and P-1 from Moody’s.




     “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.




     “Eurodollar Period” means, with respect to any Eurodollar Tranche and any CP
Conduit Purchaser Group:




     (a) initially, the period commencing on the Series 2011-1 Initial Funding Date,
the Increase Date or a conversion date, as the case may be, with respect to such
Eurodollar Tranche and ending one month thereafter (or such other period which is
acceptable to the Funding Agent with respect to such CP Conduit Purchaser Group and
which in no event will be less than 7 days); and




          (b) thereafter, each period commencing on the last day of the immediately
preceding Eurodollar Period applicable to such Eurodollar Tranche and ending one
month thereafter (or such other period which is acceptable to the Funding Agent with
respect to such CP Conduit Purchaser Group and which in no event will be less than 7
days);




provided that all Eurodollar Periods must end on the next Payment Date and
all of the foregoing provisions relating to Eurodollar Periods are subject to the
following:




     (i) if any Eurodollar Period would otherwise end on a day that is not a
Business Day, such Eurodollar Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Eurodollar
Period into another calendar month, in which event such Eurodollar Period shall end
on the immediately preceding Business Day; and




     (ii) any Eurodollar Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Eurodollar Period) shall end on the last Business
Day of the calendar month at the end of such Eurodollar Period.




     “Eurodollar Tranche” means, with respect to any CP Conduit Purchaser Group, a
portion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group
allocated to a particular Eurodollar Period and an Adjusted LIBO Rate determined by
reference thereto.









 



15



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




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




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




over (b) an amount equal to 35.00% 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 6.00% 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 3.00% of the Aggregate Unit Balance as of such Settlement Date.









 



16



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




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




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




over (b) an amount equal to 10.00% 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 $1,000,000 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 0.50% 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 20.00% 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
7.50% 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 15.00% of the Aggregate Unit Balance as of such Settlement Date.









 



17



     “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
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 3.00%
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 3.00% 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 22.50% 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









 



18



     (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 2.00% of the Aggregate Unit Balance as of such Settlement
Date.




     “Excluded Taxes” means, with respect to the Administrative Agent, any
Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank, any Funding Agent, any
Program Support Provider, any Class B Note Purchaser or any other recipient of any payment
to be made by or on account of any obligation of the Issuer hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States of America
or by any other Governmental Authority, in each case, as a result of a present or former
connection between the United States of America or the jurisdiction of such Governmental
Authority imposing such tax, as the case may be, and the Administrative Agent, such
Non-Conduit Purchaser, such CP Conduit Purchaser, such APA Bank, such Funding Agent, such
Program Support Provider, such Class B Note Purchaser or any other such recipient (except a
connection arising solely from the Administrative Agent’s, such Non-Conduit Purchaser’s,
such CP Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’s, such Class B
Note Purchaser’s or such recipient’s having executed, delivered or performed its obligations
hereunder, receiving a payment hereunder or enforcing the Series 2011-1 Investor Notes) and
(b) any branch profits tax imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the Issuer is located (except any such branch
profits or similar tax imposed as a result of a connection with the United States of America
or other jurisdiction as a result of a connection arising solely from the Administrative
Agent’s, such Non-Conduit Purchaser’s, such CP Conduit Purchaser’s, such APA Bank’s, such
Program Support Provider’s, such Class B Note Purchaser’s or such recipient’s having
executed, delivered or performed its obligations hereunder, receiving a payment hereunder or
enforcing the Series 2011-1 Investor Notes).




     “Expiry Date” means, with respect to any Purchaser Group, the earlier of (a)
the Scheduled Expiry Date with respect to such Purchaser Group and (b) the date on which an
Amortization Event shall have been declared or automatically occurred.




     “Extending Purchaser Group” means a Purchaser Group other than a Non-Extending
Purchaser Group.



          “FAS 166/167 Regulatory Capital Rules” is defined in Section 7.2(a).




     “Federal Funds Effective Rate” means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a









 



19



Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the quotations for such day of such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.




     “Fee Letter” means the Fee Letter dated the date hereof executed by and between
the Issuer, the Administrator, the Administrative Agent, the Funding Agent with respect to
each CP Conduit Purchaser Group and each Non-Conduit Purchaser, as the same may be amended,
restated, supplemented or otherwise modified from time to time.




     “Final Maturity Date” means the Payment Date that occurs in the 125th month
after the month in which the Series 2011-1 Amortization Period shall have commenced.




	 	 	     “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.13(b)(i).




     “Floating Tranche” means, with respect to any CP Conduit Purchaser Group, the
portion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group not
allocated to a Eurodollar Tranche.




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




     “Funding Agent” means, with respect to each CP Conduit Purchaser and its CP
Conduit Purchaser Group, the agent bank set forth opposite the name of such CP Conduit
Purchaser on Schedule I or in the Purchaser Group Supplement pursuant to which such CP
Conduit Purchaser became a party to this Indenture Supplement.




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






     “Guaranty” means, as to any Person, any direct or indirect obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, Capital Lease, dividend or
other monetary obligation (“primary obligation”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any obligation
of such Person, whether or not contingent, (a) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor, (c) to purchase property, securities or services,
in each case, primarily for the purpose of assuring the owner of any such primary obligation
of the repayment of such primary obligation or (d) as a general partner of a partnership or
a joint venturer of a joint venture in respect of indebtedness of such partnership or such
joint venture which is treated as a general partnership for purposes of Applicable Law. The
amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable
amount (or portion thereof) of the primary obligation in respect









 



20



of which such Guaranty is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is required to
perform thereunder); provided that the amount of any Guaranty shall be limited to
the extent necessary so that such amount does not exceed the value of the assets of such
Person (as reflected on a consolidated balance sheet of such Person prepared in accordance
with generally accepted accounting principles as in effect on the date hereof) to which any
creditor or beneficiary of such Guaranty would have recourse. Notwithstanding the foregoing
definition, the term “Guaranty” shall not include any direct or indirect obligation of a
Person as a general partner of a general partnership or a joint venturer of a joint venture
in respect of Indebtedness of such general partnership or joint venture, to the extent such
Indebtedness is contractually non recourse to the assets of such Person as a general partner
or joint venturer (other than assets comprising the capital of such general partnership or
joint venture).




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




     “Increase Amount” is defined in Section 2.3(a).




     “Increase Date” is defined in Section 2.3(a).




     “Increased Costs” means, for each Payment Date, the sum of (1) any Article 7
Costs due and payable on such Payment Date, (2) any other unpaid Program Costs due and
payable on such Payment Date, (3) any amounts due and payable pursuant to Section
2.8 on such Payment Date and (4) the Increased Costs Carry Forward Amount for the
preceding Payment Date.




     “Increased Costs Carry Forward Amount” means, for each Payment Date, the
excess, if any, of (a) Increased Costs for such Payment Date over (b) the aggregate amount
deposited in the Series 2011-1 Distribution Account on account of the Increased Costs for
such Payment Date pursuant to Sections 5A.4(c)(xvii).




     “Increases” is defined in Section 2.3(a).




     “Indebtedness” means (i) all indebtedness, obligations and other liabilities
of PHH and the Subsidiaries which are, at the date as of which Indebtedness is to be
determined, includable as liabilities in a consolidated balance sheet of PHH and the
Subsidiaries, other than (w) accounts payable, accrued expenses and derivatives transactions
entered into in the ordinary course of business pursuant to hedging programs, (x) advances
from clients obtained in the ordinary course of the relocation management services business
of PHH and the Subsidiaries, (y) current and deferred income taxes and other similar
liabilities and (z) minority interest, plus (ii) without duplicating any items included in
Indebtedness pursuant to the foregoing clause (i) (but excluding reinsurance obligations of
Atrium Insurance Corporation), the maximum aggregate amount of all liabilities of PHH or any
of the Subsidiaries under any Guaranty, indemnity or similar undertaking given or assumed
of, or in respect of, the indebtedness, obligations or other liabilities, assets, revenues,
income or dividends of any Person other than PHH or one of









 



21



the Subsidiaries and (iii) all other obligations or liabilities of PHH or any of the
Subsidiaries in relation to the discharge of the obligations of any Person other than PHH or
one of the Subsidiaries.




     “Indemnified Taxes” means Taxes other than Excluded Taxes.




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




     “JPMorgan Chase” means JPMorgan Chase Bank, N.A., and its successors and
assigns.




     “Lease Rate Cap Costs” means, for each Payment Date, any amounts owed by the
Issuer to the Series 2011-1 Investor Noteholders pursuant to Section 5A.12(e) on
such Payment Date.




     “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.12.




     “LIBO Rate” means, (a) with respect to each day during each Eurodollar Period
pertaining to a Eurodollar Tranche, the rate per annum shown on the display designated as
“LIBOR01” on the Reuters Money 3000 Service for a period equal to such Eurodollar Period at
11:00 A.M., London time, on the second London Business Day prior to the commencement of such
Eurodollar Period or (b) with respect to each day during a Series 2011-1 Interest Period,
the rate per annum shown on the display designated as “LIBOR01” on the Reuters Money 3000
Service for a period equal to such Series 2011-1 Interest Period as of 11:00 A.M., London
time, on such day, or if such day is not a London Business Day, on the immediately preceding
London Business Day; provided that in the event no such rate is shown, the LIBO Rate
shall be determined by reference to such other comparable available service for displaying
eurodollar rates as may be reasonably selected by the Administrative Agent; provided
further that in the event no such service is available, the LIBO Rate shall be a
rate per annum at which dollar deposits are offered by the principal office of JPMorgan
Chase in London, England to prime banks in the London interbank market at 11:00 A.M., London
time, on the second London Business Day prior to the commencement of such Eurodollar Period
for delivery on the first day of such Eurodollar Period and for a period equal to such
Eurodollar Period.




     “LIBOR Determination Date” means, with respect to any Series 2011-1 Interest
Period, the second London Business Day preceding the first day of such Series 2011-1
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.









 



22



     “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 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) 12.




     “Match Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is
identified on Schedule I or in the Purchaser Group Supplement pursuant to which such CP
Conduit Purchaser became a party to this Indenture Supplement as a Match Funding CP Conduit
Purchaser and each CP Conduit Purchaser that, after the Series 2011-1 Closing Date, notifies
the Issuer and the Administrative Agent in accordance with Section 2.7(d) in writing
that it is funding its CP Conduit Funded Amount with Commercial Paper issued by it, or for
its benefit, in specified CP Tranches selected in accordance with Sections 2.7(b)
and (c) and that, in each case, has not subsequently notified the Issuer and the
Administrative Agent in writing that the Issuer will no longer be permitted to select CP
Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP
Conduit Funded Amount with respect to such CP Conduit Purchaser.




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




     “Monthly Principal Payment” is defined in Section 5A.6.




     “New York UCC” is defined in Section 5A.13(b)(i).




     “Non-Conduit Purchaser” mean each financial institution or other entity (other
than a commercial paper conduit) listed on Schedule I or party to a Purchaser Group
Supplement pursuant to which such financial institution or entity became a party to this
Indenture Supplement.




     “Non- Conduit Purchaser Group” means a Non-Conduit Purchaser.




     “Non-Conduit Purchaser Participants” is defined in Section 12.10(f).




     “Non-Extending Purchaser Group” means any Purchaser Group who shall not have
agreed to an extension of its Scheduled Expiry Date pursuant to Section 2.6(b).




     “One-Month LIBOR” means, (a) for the initial Series 2011-1 Interest Period
0.19% per annum and (b) for each Series 2011-1 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 Series 2011-1 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,









 



23



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 2011-1 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 2011-1 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 2011-1 Interest Period will mean One-Month LIBOR as in effect with
respect to the preceding Series 2011-1 Interest Period.




     “Optional Termination Date” is defined in Section 2.5(b).




     “Optional Termination Notice” is defined in Section 2.5(b).




     “Other Taxes” means any and all current or future stamp or documentary taxes
or other excise or property taxes, charges or similar levies arising from any payment made
under the Transaction Documents or from the execution, delivery or enforcement of, or
otherwise with respect to, any Transaction Document.




     “Outstanding” means, with respect to the Series 2011-1 Investor Notes, the
Series 2011-1 Invested Amount shall not have been reduced to zero and all accrued interest
and other amounts owing on the Series 2011-1 Investor Notes and to the Administrative Agent,
the Funding Agents, the CP Conduit Purchasers, the APA Banks, the Non-Conduit Purchasers and
the Class B Note Purchasers hereunder shall not have been paid in full.




     “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
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 5.50% 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 3.75% 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 9.25% 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 7.50% 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









 



24



having the four 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 17.50% of the Aggregate Lease Balance as of
such Settlement Date, (d) 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 18.75% of the
Aggregate Lease Balance as of such Settlement Date and (e) 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 31.50% 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.




     “Paydown Period” means any period from and including the Expiry Date with
respect to any Purchaser Group to but excluding the earlier of (a) the date on which the
Purchaser Group Invested Amount with respect to such Purchaser Group shall have been reduced
to zero and (b) the commencement of the Series 2011-1 Amortization Period.




     “Payment Date” means the 7th day of each month, or if such date is not a
Business Day, the next succeeding Business Day, commencing August 8, 2011.




     “PHH Credit Agreement” means the Amended and Restated Competitive Advance and
Revolving Credit Agreement, dated as of January 6, 2006, among PHH, PHH Vehicle Management
Services Inc., the lenders referred to therein, Citicorp USA, Inc. as syndication agent, The
Bank of Nova Scotia and Wachovia Bank, National Association, as co-documentation agents, and
JPMorgan Chase Bank, N.A., as administrative agent for the lenders, as amended, restated,
modified, supplemented or waived from time to time in accordance with its terms and as
renewed, refunded, replaced or refinanced in whole or in part from time to time.




     “Pooled Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is
not a Match Funding CP Conduit Purchaser.




     “Prepayment Date” is defined in Article 5.









 



25



     “Prime Rate” means the rate of interest per annum publicly announced from time
to time by JPMorgan Chase as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.




     “Principal Overpayment Amount” means, for each Settlement Date, the excess, if
any, of (a) the aggregate amount withdrawn from the Series 2011-1 General Collection
Subaccount and deposited in the Series 2011-1 Principal Collection Subaccount pursuant to
Section 5A.2(f) during the immediately preceding Monthly Period over (b) the Series
2011-1 Principal Payment Amount for such Settlement Date.




     “Program Fee Rate” is defined in the Fee Letter.




     “Program Costs” shall mean the sum of (i) all expenses, indemnities and other
amounts due and payable to the Administrative Agent, the Non-Conduit Purchasers, the CP
Conduit Purchasers, the Funding Agents, the Program Support Providers and the APA Banks
under the Indenture or this Indenture Supplement (including, without limitation, any Article
7 Costs) and (ii) the product of (A) all unpaid fees and expenses due and payable to counsel
to, and independent auditors of, the Issuer (other than fees and expenses payable on or in
connection with the closing of the issuance of Series 2011-1 or any other Series) and (B) a
fraction, the numerator of which is the sum of the Class A Maximum Invested Amount and the
Class B Invested Amount and the denominator of which is the sum of (x) the aggregate
commitment amounts on such Business Day (in respect of any variable funding notes of any
other Outstanding Series), (y) the sum of the Class A Maximum Invested Amount and the Class
B Invested Amount plus (z) the aggregate Invested Amounts of all other Outstanding Series
(other than variable funding notes).




     “Program Support Provider” means, with respect to any CP Conduit Purchaser, (i)
the APA Bank with respect to such CP Conduit Purchaser, (ii) any other or additional Person
now or hereafter providing liquidity or extending credit, or having a commitment to extend
liquidity or credit to or for the account of, or to make purchases from, such CP Conduit
Purchaser or issuing a letter of credit, surety bond or other instrument to support any
obligations arising under or in connection with such CP Conduit Purchaser’s securitization
program, (iii) any agent, administrator or manager of such CP Conduit Purchaser or (iv) any
bank holding company in respect of any of the foregoing.




     “Pro Rata Share” means, with respect to any Purchaser Group, on any date, the
ratio, expressed as a percentage, which the Purchaser Group Invested Amount with respect to
such Purchaser Group bears to the Class A Invested Amount on such date.




     “Purchase Percentage” means, with respect to any Class B Note Purchaser, the
ratio, expressed as a percentage, which such Class B Note Purchaser’s Class B Note Purchase
Commitment bears to the Class B Initial Invested Amount.




     “Purchaser Group” means a CP Conduit Purchaser Group or a Non-Conduit Purchaser
Group.









 



26



     “Purchaser Group Increase Amount” means, with respect to any Purchaser Group,
for any Business Day, such Purchaser Group’s Commitment Percentage of the Increase Amount,
if any, on such Business Day.




     “Purchaser Group Invested Amount” means, with respect to any Purchaser Group,
(a) when used with respect to the Series 2011-1 Initial Funding Date, such Purchaser Group’s
Commitment Percentage of the Class A Initial Invested Amount and (b) when used with respect
to any other date, an amount equal to (i) the Purchaser Group Invested Amount with respect
to such Purchaser Group on the immediately preceding Business Day plus (ii) such Purchaser
Group’s Commitment Percentage of any Increase Amount made pursuant to Section 2.3 on
such day minus (iii) the amount of principal payments made to such Purchaser Group pursuant
to Section 5A.7 on such date.




     “Purchaser Group Supplement” is defined in Section 12.10(e).




     “Rating Agencies” means, with respect to the Series 2011-1 Investor Notes,
Standard & Poor’s and Moody’s and any other nationally recognized rating agency from which a
rating for the Commercial Paper with respect to any CP Conduit Purchaser was requested by
such CP Conduit Purchaser.




     “Rating Agency Condition” means, with respect to any action specified herein as
requiring satisfaction of the Rating Agency Condition, that (i) each Rating Agency shall
have been given ten (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
Administrative Agent, each CP Conduit Purchaser and the Funding Agent with respect to such
CP Conduit Purchaser in writing that such action will not result in a reduction or
withdrawal of the then current rating of the Commercial Paper with respect to such CP
Conduit Purchaser and (ii) Moody’s shall have been given ten (10) days’ (or such shorter
period as shall be acceptable to Moody’s) prior notice thereof and that Moody’s shall have
notified the Issuer, the Indenture Trustee and the Administrative Agent in writing that such
action will not result in a reduction or withdrawal of the then current ratings of the
Series 2011-1 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.




     “Regulatory Change” is defined in Section 7.2(a).




     “Related Non-Conduit Purchaser” means, with respect to any Non-Conduit
Purchaser Group, the Non-Conduit Purchaser that is such Non-Conduit Purchaser Group.




     “Related Purchaser Group” means, with respect to (a) any Funding Agent, the CP
Conduit Purchaser identified next to such Funding Agent on Schedule I and each APA Bank
identified on Schedule I next to such CP Conduit Purchaser or the CP Conduit Purchaser and
APA Bank(s) parties to the Purchaser Group Supplement pursuant to









 



27



which such Funding Agent became a party to this Indenture Supplement, (b) any CP
Conduit Purchaser, the CP Conduit Purchaser Group of which such CP Conduit Purchaser is a
member and (c) any Non-Conduit Purchaser, the Non-Conduit Purchaser Group that is such
Non-Conduit Purchaser.




     “Remaining Lease Term” means, with respect to any Series 2011-1 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.




     “Replacement Class B Note Purchaser” is defined in Section 2.10(b).




     “Replacement Purchaser Group” is defined in Section 2.10(a).




     “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.




     “Scheduled Expiry Date” shall mean, with respect to any Purchaser Group, the
later of (a) June 27, 2013 and (b) the last day of any extension of the Commitment of the
APA Bank(s) or the Non-Conduit Purchaser included in such Purchaser Group made in accordance
with Section 2.6(b).




     “Securities Intermediary” is defined in Section 5A.13(a).




     “Series 2010-1 Class A Invested Amount” means the “Class A Invested Amount” as
defined in the Series 2010-1 Indenture Supplement.




     “Series 2010-1 Class A Investor Notes” means the Investor Notes designated as
the Series 2010-1 Investor Notes, Class A, pursuant to the Series 2010-1 Indenture
Supplement.




     “Series 2010-1 Class A Maximum Invested Amount” means the “Class A Maximum
Invested Amount” as defined in the Series 2010-1 Indenture Supplement.




     “Series 2010-1 Class A Maximum Purchaser Group Invested Amount” means, with
respect to a Purchaser Group, the “Class A Maximum Purchaser Group Invested Amount” as
defined in the Series 2010-1 Indenture Supplement of such Purchaser Group.




     “Series 2010-1 Class B Investor Notes” means the Investor Notes designated as
the Series 2010-1 Investor Notes, Class B, pursuant to the Series 2010-1 Indenture
Supplement.









 



28



     “Series 2010-1 Commitment” means a “Commitment” as defined in the Series 2010-1
Indenture Supplement.




     “Series 2010-1 Decrease” means a “Decrease” as defined in the Series 2010-1
Indenture Supplement.




     “Series 2010-1 Increase Amount” means an “Increase Amount” as defined in the
Series 2010-1 Indenture Supplement.




     “Series 2010-1 Indenture Supplement” means the Amended and Restated Series
2010-1 Indenture Supplement, dated as of June 29, 2011, among the Issuer, VMS, as
administrator, JPMorgan Chase Bank, N.A, as administrative agent, the purchasers party
thereto, the funding agents party thereto and the Indenture Trustee, as the same may be from
time to time amended, restated, modified or supplemented in accordance with its terms.




     “Series 2010-1 Investor Notes” means the Series of Investor Notes designated as
the Series 2010-1 Investor Notes pursuant to the Series 2010-1 Indenture Supplement.




     “Series 2010-1 Revolving Period” is defined in the Series 2010-1 Indenture
Supplement.




     “Series 2011-1” means Series 2011-1, the Principal Terms of which are set forth
in this Indenture Supplement.




     “Series 2011-1 Administrator Fee” is defined in Section 6.2.




     “Series 2011-1 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 2011-1 Required
Asset Amount as of such date and the denominator of which is the sum of (x) the Series
2011-1 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 2011-1 Allocated Asset Amount Deficiency” means, as of any date of
determination, the amount, if any, by which the Series 2011-1 Allocated Adjusted Aggregate
Unit Balance is less than the Series 2011-1 Required Asset Amount as of such date.




     “Series 2011-1 Amortization Period” means the period commencing on the Business
Day following the earliest to occur of (i) the date on which the Expiry Date with respect to
each Purchaser Group shall have occurred, (ii) the Optional Termination Date and (iii) the
Prepayment Date and ending on the date when the Series 2011-1 Invested Amount shall have
been reduced to zero and all accrued interest and other amounts owing on the Series 2011-1
Investor Notes and to the Administrative Agent, the Non-Conduit









 



29



Purchasers, the CP Conduit Purchasers, the Funding Agents, the APA Banks and the Class
B Note Purchasers shall have been paid in full.




     “Series 2011-1 Basic Servicing Fee” is defined in Section 6.1.




     “Series 2011-1 Basis Spread” means, with respect to any Unit Lease, 1.00%.




     “Series 2011-1 Closing Date” means June 29, 2011.




     “Series 2011-1 Collateral” means the Collateral, the Series 2011-1 Reserve
Account, the Series 2011-1 Yield Supplement Account and the Series 2011-1 Distribution
Account.




     “Series 2011-1 Collection Subaccount” is defined in Section 5A.1(a).




     “Series 2011-1 Daily Principal Allocation” is defined in Section
5A.2(b).




     “Series 2011-1 Designated Account” is defined in Section 5A.13(a).




     “Series 2011-1 Distribution Account” is defined in Section 5A.11(a).




     “Series 2011-1 Eligible Counterparty” means a financial institution which has,
or has all of its obligations under its interest rate cap maintained pursuant to Section
5A.12 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”
and a long-term senior unsecured debt or credit rating of at least “A2” 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 “A1” by Moody’s.




     “Series 2011-1 Gain on Sale Account Percentage” means 10.00%.




     “Series 2011-1 Initial Funding Date” is defined in Section 2.1(a).




     “Series 2011-1 Initial Invested Amount” means the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount.




     “Series 2011-1 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 2011-1 Interest Period shall commence on
and include the Series 2011-1 Initial Funding Date and end on and include August 7, 2011.




     “Series 2011-1 Invested Amount” means, on any date of determination, the sum of
the Class A Invested Amount and the Class B Invested Amount on such date.









 



30



     “Series 2011-1 Invested Percentage” means, with respect to any Business Day (i)
during the Series 2011-1 Revolving Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2011-1
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 2011-1 Amortization Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator
of which shall be equal to the Series 2011-1 Allocated Adjusted Aggregate Unit Balance as of
the end of the Series 2011-1 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 2011-1 Investor Noteholder” means, collectively, the Class A Investor
Noteholders and the Class B Investor Noteholders.




     “Series 2011-1 Investor Notes” means, collectively, the Class A Investor Notes
and the Class B Investor Notes.




     “Series 2011-1 Liquid Credit Enhancement Deficiency” means, on any date of
determination, the amount by which the Series 2011-1 Reserve Account Amount is less than the
Series 2011-1 Required Reserve Account Amount.




     “Series 2011-1 Majority in Interest” means (a) Purchaser Groups having
Commitment Percentages aggregating 66 2/3% or more (excluding therefrom the Commitment
Percentage of any Defaulting Purchaser Group and calculating the Commitment Percentage of
each other Purchaser Group by excluding from the Class A Maximum Invested Amount the Class A
Maximum Purchaser Group Invested Amount of each Defaulting Purchaser Group) and (b) Class B
Note Purchasers holding more than 50% of the Class B Invested Amount (excluding any Class B
Investor Notes held by the Issuer or any Affiliate of the Issuer).




     “Series 2011-1 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 2011-1 Weighted
Average Cost of Funds for such Settlement Date, (ii) 0.2375% and (iii) the Series 2011-1
Basis Spread with respect to such Unit Lease.




     “Series 2011-1 Monthly Interest” means, with respect to any Series 2011-1
Interest Period, the sum of (i) Class A Monthly Funding Costs and (ii) Class B Monthly
Interest.









 



31



     “Series 2011-1 Monthly Residual Value Gain” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2011-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Monthly Residual Value Gain for
such Settlement Date.




     “Series 2011-1 Monthly Servicer Advance Reimbursement Amount” means, for each
Payment Date, an amount equal to the product of (a) the Monthly Servicer Advance
Reimbursement Amount for such Payment Date and (b) the average daily Series 2011-1 Invested
Percentage during the immediately preceding Monthly Period.




     “Series 2011-1 Note Rate” means (i) the Class A Note Rate or (ii) the Class B
Note Rate, as the context may require.




     “Series 2011-1 Note Termination Date” means the date on which the Series 2011-1
Invested Amount shall have been reduced to zero, all accrued and unpaid interest on the
Series 2011-1 Notes shall have been paid in full and all other amounts due and payable to
the Purchaser Groups and the Class B Note Purchasers hereunder shall have been paid in full.




     “Series 2011-1 Prepayment Amount” means, the sum of (a) the following amounts
with respect to each Purchaser Group:




     (i) the Purchaser Group Invested Amount with respect to such Purchaser Group,
plus




     (ii) in the case of a CP Conduit Purchaser Group, the sum of (A) the sum of
(I)(x) if the CP Conduit Purchaser in such CP Conduit Purchaser Group is a Match
Funding CP Conduit Purchaser, the sum of (1) all accrued and unpaid Discount on all
outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP
Conduit Purchaser to fund the CP Funded Amount with respect to such Match Funding CP
Conduit Purchaser from the issuance date(s) thereof to but excluding the Prepayment
Date and (2) the aggregate Discount to accrue on all outstanding Commercial Paper
issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund
the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from
and including the Prepayment Date to and excluding the maturity date of each CP
Tranche with respect to such Match Funding CP Conduit Purchaser or (y) if the CP
Conduit Purchaser in such CP Conduit Purchaser Group is a Pooled Funding CP Conduit
Purchaser, the sum of (1) the aggregate amount of Discount on or in respect of the
Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit
Purchaser allocated, in whole or in part, by the Funding Agent with respect to such
Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP
Funded Amount with respect to such Pooled Funding CP Conduit Purchaser as of the
Prepayment Date and (2) the aggregate amount of Discount to accrue on or in respect
of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP
Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect
to such Pooled Funding CP Conduit









 



32



Purchaser, to fund the purchase or maintenance of the CP Funded Amount with
respect to such Pooled Funding CP Conduit Purchaser from and including the
Prepayment Date to and excluding the maturity dates of such Commercial Paper and
(II) the sum of the product for each day during the period from and including the
immediately preceding Payment Date to and excluding the Prepayment Date of (x) the
CP Funded Amount with respect to such CP Conduit Purchaser Group on such day times
(y) the Program Fee Rate in effect on such day, divided by (z) 360; plus




     (B) all accrued and unpaid interest on the APA Bank Funded Amount with
respect to such CP Conduit Purchaser Group, calculated at the Alternate Base
Rate (or, in the sole discretion of the CP Conduit Purchaser in such CP
Conduit Purchaser Group, at a rate per annum equal to the LIBO Rate with
respect to such day plus the Program Fee Rate with respect to such CP
Conduit Purchaser Group in effect on such day) or the applicable Adjusted
LIBO Rate plus the then Applicable Margin for the period from and including
the immediately preceding Payment Date to and excluding the Prepayment Date,




or




     (iii) in the case of a Non-Conduit Purchaser Group, all accrued and unpaid
interest on the Purchaser Group Invested Amount with respect to such Non-Conduit
Purchaser Group, calculated at the LIBO Rate plus the Program Fee Rate with respect
to such Non-Conduit Purchaser Group in effect on each day for the period from and
including the immediately preceding Payment Date to and excluding the Prepayment
Date,




plus




     (iv) the Commitment Fee payable to such Purchaser Group calculated for the
period from and including the immediately preceding Payment Date to and excluding
the Prepayment Date, plus




     (v) all Article 7 Costs then due and payable to such Purchaser Group, plus




     (vi) without duplication, any other Program Costs then due and payable to such
Purchaser Group, and any other amounts then due and payable to such Purchaser Group
pursuant to this Indenture Supplement; and



          (b) the following amounts with respect to the Class B Investor Noteholders:




          (i) the Class B Invested Amount, plus




          (ii) all accrued and unpaid interest payable to the Class B Investor Noteholders to and
excluding the Prepayment Date, plus









 



33



          (iii) all Article 7 Costs then due and payable to the Class B Investor Noteholders.




     “Series 2011-1 Principal Collection Subaccount” is defined in Section
5A.1(a).




     “Series 2011-1 Principal Payment Amount” means, for any Settlement Date, an
amount equal to the product of (a) the average daily Series 2011-1 Invested Percentage
during the immediately preceding Monthly Period and (b) the Principal Payment Amount
for such Settlement Date.




     “Series 2011-1 Required Asset Amount” means, as of any date of determination,
the sum of the Series 2011-1 Invested Amount and the Series 2011-1 Required
Overcollateralization Amount as of such date.




     “Series 2011-1 Required Enhancement Amount” means, on any date of
determination, an amount equal to the sum of (a) (i) during the Series 2011-1 Revolving
Period, the Series 2011-1 Required Percentage of the Series 2011-1 Invested Amount on such
date or (ii) during the Series 2011-1 Amortization Period, the Series 2011-1 Required
Percentage of the Series 2011-1 Invested Amount on the last day of the Series 2011-1
Revolving Period plus (b) the sum of:




     (i) if the Three-Month Average Residual Value Loss Ratio with respect to the
most recent Settlement Date exceeded 12.50%, an amount equal to the product of (a)
the Series 2011-1 Invested Percentage as of the last day of the Monthly Period
immediately preceding such Settlement Date and (b) 90% of the amount by which the
Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each
case, as of that date; plus




     (ii) the greater of




	 	(A)	 	the sum of:






     (1) an amount equal to the product of (x) the Series 2011-1 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 2011-1 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 2011-1 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;









 



34



     (4) an amount equal to the product of (x) the Series 2011-1 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




     (5) an amount equal to the product of (x) the Series 2011-1 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 2011-1 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 2011-1 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 2011-1 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 2011-1 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




     (D) an amount equal to the product of (x) the Series 2011-1 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 2011-1 Required Enhancement Amount shall equal the Series 2011-1 Required Enhancement
Amount on the date of the declaration or occurrence of such Amortization Event.




     “Series 2011-1 Required Investor Noteholders” means (a) so long as the Class A
Investor Notes are Outstanding, Purchaser Groups having Commitment Percentages aggregating
66 2/3% or more (excluding therefrom the Commitment Percentage of any Defaulting Purchaser
Group and calculating the Commitment Percentage of each other Purchaser Group by excluding
from the Class A Maximum Invested Amount the Class A









 



35



Maximum Purchaser Group Invested Amount of each Defaulting Purchaser Group) and (b) so
long as the Class B Investor Notes are Outstanding and no Class A Investor Notes are
Outstanding, Class B Note Purchasers holding more than 50% of the Class B Invested Amount
(excluding any Class B Investor Notes held by the Issuer or any Affiliate of the Issuer).




     “Series 2011-1 Required Overcollateralization Amount” means, on any date of
determination during an Accrual Period, the amount, if any, by which the Series 2011-1
Required Enhancement Amount exceeds the sum of (a) the Series 2011-1 Reserve Account Amount
and (b) the amount on deposit in the Series 2011-1 Principal Collection Subaccount on such
date (excluding any amounts deposited therein pursuant to Section 5A.2(f) during the Monthly
Period commencing after the first day of such Accrual Period).




     “Series 2011-1 Required Percentage” means, on any date of determination, 6.38%
unless for the most recent Settlement Date any one of the following was true:




     (a) the Three Month Average Charge-Off Ratio exceeded 0.50%,




     (b) the Three Month Average Paid-In Advance Loss Ratio exceeded 1.00%, or




     (c) the Three Month Average Delinquency Ratio exceeded 4.50%,




in which case, the Series 2011-1 Required Percentage on such date will equal 7.38%.




     “Series 2011-1 Required Reserve Account Amount” means, on any date of
determination, an amount equal to the lesser of $14,705,489 and (b) the Series 2011-1
Invested Amount.




     “Series 2011-1 Required Yield Supplement Amount” means, as of any Settlement
Date, the excess, if any, of (a) the Series 2011-1 Yield Shortfall Amount for such
Settlement Date over (b) 70% of the product of (x) the Series 2011-1 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 5% of the Class X 1999-1B Invested Amount; provided, however that upon the
occurrence of a Receivables Purchase Termination Event, the Series 2011-1 Required Yield
Supplement Amount will equal the Series 2011-1 Yield Shortfall Amount for such Settlement
Date.




     “Series 2011-1 Reserve Account” is defined in Section 5A.9(a).




     “Series 2011-1 Reserve Account Amount” means, on any date of determination, the
amount on deposit in the Series 2011-1 Reserve Account and available for withdrawal
therefrom.









 



36



     “Series 2011-1 Reserve Account Surplus” means, on any date of determination,
the amount, if any, by which the Series 2011-1 Reserve Account Amount exceeds the Series
2011-1 Required Reserve Account Amount.




     “Series 2011-1 Revolving Period” means the period from and including the
Effective Date to but excluding the commencement of the Series 2011-1 Amortization Period.




     “Series 2011-1 Servicing Fee” is defined in Section 6.1.




     “Series 2011-1 Servicing Fee Percentage” is defined in Section 6.1.




     “Series 2011-1 Settlement Collection Subaccount” is defined in Section
5A.1(a).




     “Series 2011-1 Subaccounts” is defined in Section 5A.1(a).




     “Series 2011-1 Supplemental Servicing Fee” is defined in Section 6.1.




     “Series 2011-1 Weighted Average Cost of Funds” means, for any Settlement Date,
the product of (a) the quotient of the sum of (i) the sum of the Class A Monthly Funding
Costs with respect to each Purchaser Group for the Series 2011-1 Interest Period ending on
such Settlement Date and (ii) the aggregate amount of interest payable on the Class B
Investor Notes on such Settlement Date, divided by the average daily Series 2011-1 Invested
Amount during such Series 2011-1 Interest Period and (b) a fraction, the numerator of which
is 360 and the denominator of which is the number of days in such Series 2011-1 Interest
Period.




     “Series 2011-1 Yield Shortfall” means, with respect to any Series 2011-1 Yield
Shortfall Lease for any Settlement Date, the quotient of (a) the excess of (i) the Series
2011-1 Minimum Yield Rate with respect to such Series 2011-1 Yield Shortfall Lease for such
Settlement Date over (ii) the Finance Charge Rate applicable to such Series 2011-1 Yield
Shortfall Lease on the Determination Date preceding such Settlement Date divided by (b) 12.




     “Series 2011-1 Yield Shortfall Amount” means, for any Settlement Date, the sum
of the product with respect to each Series 2011-1 Yield Shortfall Lease of (a) the Series
2011-1 Invested Percentage on such Settlement Date and (b) the excess of (i) the Series
2011-1 Yield Shortfall Lease Break Even Amount with respect to such Series 2011-1 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 2011-1 Yield Shortfall
Lease and (B) the Series 2011-1 Yield Shortfall Lease Remaining Term with respect to such
Series 2011-1 Yield Shortfall Lease for such Settlement Date.




     “Series 2011-1 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
2011-1 Minimum Yield Rate for such Settlement Date.









 



37



     “Series 2011-1 Yield Shortfall Lease Average Balance” means, with respect to
any Series 2011-1 Yield Shortfall Lease for any Settlement Date, the excess of (a) the Lease
Balance of such Series 2011-1 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 2011-1 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 2011-1
Yield Shortfall Lease for such Settlement Date, (ii) the Series 2011-1 Yield Shortfall Lease
Remaining Term with respect to such Series 2011-1 Yield Shortfall Lease for such Settlement
Date minus 1 and (iii) 50%.




     “Series 2011-1 Yield Shortfall Lease Break Even Amount” means, with respect to
any Series 2011-1 Yield Shortfall Lease for any Settlement Date, the product of (a) the
Series 2011-1 Yield Shortfall Lease Remaining Term with respect to such Series 2011-1 Yield
Shortfall Lease for such Settlement Date, (b) the Series 2011-1 Yield Shortfall with respect
to such Series 2011-1 Yield Shortfall Lease for such Settlement Date and (c) the Series
2011-1 Yield Shortfall Lease Average Balance with respect to such Series 2011-1 Yield
Shortfall Lease for such Settlement Date.




     “Series 2011-1 Yield Shortfall Lease Remaining Term” means, with respect to any
Series 2011-1 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 2011-1 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 2011-1
Yield Shortfall Lease and (B) the Remaining Lease Term with respect to such Series 2011-1
Yield Shortfall Lease for such Settlement Date divided by (ii) the product of (A) the Lease
Balance of such Series 2011-1 Yield Shortfall Lease as of the last day of the immediately
preceding Monthly Period and (B) the Series 2011-1 Yield Shortfall with respect to such
Series 2011-1 Yield Shortfall Lease for such Settlement Date.




     “Series 2011-1 Yield Supplement Account” is defined in Section
5A.10(a).




     “Series 2011-1 Yield Supplement Account Amount” means, on any date of
determination, the amount on deposit in the Series 2011-1 Yield Supplement Account and
available for withdrawal therefrom.




     “Series 2011-1 Yield Supplement Account Surplus” means, on any date of
determination, the amount, if any, by which the Series 2011-1 Yield Supplement Account
Amount exceeds the Series 2011-1 Required Yield Supplement Amount.




     “Series 2011-1 Yield Supplement Deficiency” means, on any date of
determination, the amount, if any, by which the Series 2011-1 Required Yield Supplement
Amount exceeds the Series 2011-1 Yield Supplement Account Amount.




     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal (rounded up to the









 



38



nearest 1/100th of 1%) established by the Board with respect to the Adjusted LIBO Rate,
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation
D of the Board). Such reserve percentages shall include those imposed pursuant to
Regulation D. Eurodollar Tranches shall be deemed to constitute eurocurrency funding and to
be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time under such Regulation D or
comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in the reserve percentage.




     “Subsidiary” means with respect to PHH, any corporation, association, joint
venture, partnership or other business entity (whether now existing or hereafter organized)
of which at least a majority of the voting stock or other ownership interests having
ordinary voting power for the election of directors (or the equivalent) is, at the time as
of which any determination is being made, owned or controlled by PHH or one or more
subsidiaries of PHH or by PHH and one or more subsidiaries of PHH.




     “Tangible Net Worth” means, at any date of determination, Consolidated Net
Worth minus the aggregate book value of all intangible assets of PHH and the Consolidated
Subsidiaries as of such date in accordance with generally accepted accounting principles as
in effect on the date hereof.




     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




     “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 2011-1
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
2011-1 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 2011-1 Invested Percentage during such Monthly









 



39



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 2011-1
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 2011-1 Principal Collection Subaccount and the Series 2011-1 General
Collection Subaccount transferred to the Series 2011-1 Settlement Collection Subaccount on
such Settlement Date pursuant to Section 5A.1(b) over (b) the aggregate amount
withdrawn from the Series 2011-1 General Collection Subaccount and deposited in the Series
2011-1 Principal Collection Subaccount pursuant to Section 5A.2(f) during the
immediately preceding Monthly Period.




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




     “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 Supplement” is defined in Section 12.10(c).




     “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.









 



40


ARTICLE 2




PURCHASE AND SALE OF SERIES 2011-1 INVESTOR NOTES;



INCREASES AND DECREASES OF CLASS A INVESTED AMOUNT



          SECTION 2.1. Purchases of the Series 2011-1 Investor Notes



          (a) Initial Purchase of Class A Investor Notes. Subject to the terms and conditions
of this Indenture Supplement, including delivery of notice in accordance with Section 2.3,
(i) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser may, in its sole
discretion, purchase, a Class A Investor Note in an amount equal to all or a portion of its
Commitment Percentage of the Class A Initial Invested Amount on any Business Day during the period
from the Effective Date to and including the Expiry Date with respect to its Related Purchaser
Group (the “Series 2011-1 Initial Funding Date”), and if such CP Conduit Purchaser shall
have notified the Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser that it has elected not to fund a Class A Investor Note in an amount equal to its
Commitment Percentage of the Class A Initial Invested Amount on the Series 2011-1 Initial Funding
Date, each APA Bank with respect to such CP Conduit Purchaser shall fund on the Series 2011-1
Initial Funding Date its APA Bank Percentage of that portion of such Class A Investor Note not to
be funded by such CP Conduit Purchaser and (ii) thereafter, (A) each Non-Conduit Purchaser shall
maintain its Class A Investor Note, subject to increase or decrease during the period from the
Effective Date to and including the Expiry Date with respect to its Related Purchaser Group, in
accordance with the provisions of this Indenture Supplement, (B) if a CP Conduit Purchaser shall
have purchased a Class A Investor Note on the Series 2011-1 Initial Funding Date, such CP Conduit
Purchaser may, in its sole discretion, maintain its Class A Investor Note, subject to increase or
decrease during the period from the Effective Date to and including the Expiry Date with respect to
its Related Purchaser Group, in accordance with the provisions of this Indenture Supplement and (C)
each APA Bank shall maintain the Class A Investor Note with respect to its Related Purchaser Group,
subject to increase or decrease during the period from the Effective Date to and including the
Expiry Date with respect to such Purchaser Group, in accordance with the provisions of this
Indenture Supplement. Payments by the Non-Conduit Purchasers, the CP Conduit Purchasers and/or the
APA Banks with respect to the CP Conduit Purchasers shall be made on the Series 2011-1 Initial
Funding Date in accordance with Section 2.3(e).



          (b) Initial Purchase of Class B Investor Notes. Subject to the terms and conditions
of this Indenture Supplement, including delivery of notice in accordance with Section 2.3,
on the Series 2011-1 Initial Funding Date, each Class B Note Purchaser shall purchase a Class B
Investor Note in an amount equal to its Purchase Percentage of the Class B Initial Invested Amount.
Payments by each Class B Note Purchaser shall be made in immediately available funds on the Series
2011-1 Initial Funding Date to the Indenture Trustee for deposit into the Series 2011-1 Collection
Subaccount.



          (c) Class A Maximum Purchaser Group Invested Amounts. Notwithstanding anything to the
contrary contained in this Indenture Supplement, at no time shall the Purchaser









 



41

Group Invested Amount with respect to any Purchaser Group exceed the Class A Maximum Purchaser
Group Invested Amount with respect to such Purchaser Group at such time.




          (d) Forms of Series 2011-1 Investor Notes. The Class A Investor Notes shall be issued
in fully registered form without interest coupons, substantially in the form set forth in Exhibit
A. The Class B Investor Notes shall be issued in fully registered form without interest coupons,
substantially in the form set forth in Exhibit B.



          SECTION 2.2. Delivery.



          (a) On the Series 2011-1 Initial Funding Date, the Issuer shall sign and shall direct the
Indenture Trustee in writing pursuant to Section 2.2(b)(i) of the Base Indenture to duly
authenticate, and the Indenture Trustee, upon receiving such direction, shall so authenticate a
Class A Investor Note (i) in the case of a CP Conduit Purchaser Group, in the name of the Funding
Agent with respect to such CP Conduit Purchaser Group in an amount equal to the Class A Maximum
Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group and deliver such
Class A Investor Note to such Funding Agent in accordance with such written directions or (ii) in
the case of a Non-Conduit Purchaser Group, in the name of the Related Non-Conduit Purchaser in an
amount equal to the Class A Maximum Purchaser Group Invested Amount with respect to such
Non-Conduit Purchaser Group and deliver such Class A Investor Note to or at the direction of such
Related Non-Conduit Purchaser in accordance with such written directions.



          (b) On the Series 2011-1 Initial Funding Date, the Issuer shall sign and shall direct the
Indenture Trustee in writing pursuant to Section 2.4 of the Base Indenture to duly
authenticate, and the Indenture Trustee, upon receiving such direction, shall so authenticate a
Class B Investor Note in the name of each Class B Note Purchaser or its nominee in an amount equal
to the Class B Note Purchase Commitment with respect to such Class B Note Purchaser and deliver
such Class B Investor Note to such Class B Note Purchaser in accordance with such written
directions.



          (c) The Indenture Trustee shall indicate in the Note Register the Purchaser Group Invested
Amount outstanding with respect to each Purchaser Group, the outstanding principal amount of each
Class B Investor Note Outstanding and the Series 2011-1 Invested Amount outstanding on any date of
determination, which, absent manifest error, shall constitute prima facie evidence
of the outstanding Purchaser Group Invested Amounts, the outstanding Class B Invested Amount and
outstanding Series 2011-1 Invested Amount from time to time.



          SECTION 2.3. Procedure for Initial Issuance of Series 2011-1 Investor Notes and
for Increasing the Class A Invested Amount.



          (a) Subject to Section 2.3(c), (i) on the Series 2011-1 Initial Funding Date, each
Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser may agree, in its sole
discretion, to purchase, and the APA Banks with respect to such CP Conduit Purchaser shall
purchase, a Class A Investor Note in accordance with Section 2.1 and (ii) on any Business
Day during the period from the Effective Date to and including the Expiry Date with respect to a
Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit









 



42

Purchaser hereby agrees, or, in the case of a CP Conduit Purchaser Group, the CP Conduit
Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and the APA Banks
in such CP Conduit Purchaser Group hereby agree, that the Purchaser Group Invested Amount with
respect to such Purchaser Group may be increased by an amount equal to the Commitment Percentage
of such Purchaser Group of the Increase Amount (an “Increase”), upon the request of the
Issuer (each date on which an increase in the Class A Invested Amount occurs hereunder being herein
referred to as the “Increase Date” applicable to such Increase); provided,
however, that the Issuer shall have given the Administrative Agent (with a copy to the
Indenture Trustee) irrevocable written notice (effective upon receipt), by telecopy (receipt
confirmed), substantially in the form of Exhibit C, of such request no later than 9:30 A.M., New
York City time, on the Business Day prior to the Series 2011-1 Initial Funding Date or such
Increase Date, as the case may be; provided, further, that if the proposed amount
of any Increase (the “Increase Amount”), together with any Series 2010-1 Increase Amount on
such Increase Date, will be $200,000,000 or more, the Issuer shall have given the Administrative
Agent written notice thereof no later than 9:30 A.M., New York City time, on the second Business
Day prior to the proposed Increase Date. Such notice shall state (x) the Series 2011-1 Initial
Funding Date or the Increase Date, as the case may be, and (y) the initial invested amount (the
“Class A Initial Invested Amount”) or the proposed Increase Amount, as the case may be.




          (b) If a CP Conduit Purchaser elects not to fund the full amount of the Commitment Percentage
of its Related Purchaser Group of the Class A Initial Invested Amount or a requested Increase, such
CP Conduit Purchaser shall notify the Administrative Agent and the Funding Agent with respect to
such CP Conduit Purchaser, and each APA Bank in such Related Purchaser Group shall fund its APA
Bank Percentage of the portion of the Commitment Percentage of such Related Purchaser Group of the
Class A Initial Invested Amount or such Increase, as the case may be, not funded by such CP Conduit
Purchaser.



          (c) No Purchaser Group shall be required to make the initial purchase of a Class A Investor
Note on the Series 2011-1 Initial Funding Date or to increase its Purchaser Group Invested Amount
on any Increase Date hereunder unless:




     (i) the Class A Initial Invested Amount or Increase Amount, together with any
Series 2010-1 Increase Amount on such Increase Date, is equal to $10,000,000 or an
integral multiple of $500,000 in excess thereof;




     (ii) after giving effect to the initial purchase amount or Increase Amount,
the Purchaser Group Invested Amount with respect to such Purchaser Group would not
exceed the Class A Maximum Purchaser Group Invested Amount with respect to such
Purchaser;




     (iii) after giving effect to the initial purchase amount or Increase Amount,
no Series 2011-1 Allocated Asset Amount Deficiency, Series 2011-1 Liquid Credit
Enhancement Deficiency or Series 2011-1 Yield Supplement Deficiency would have
occurred and be continuing;




     (iv) no Amortization Event or Potential Amortization Event shall have occurred
and be continuing;









 



43



     (v) all of the representations and warranties made by each of the Issuer, SPV,
Holdings, the Origination Trust and the Servicer in each Transaction Document to
which it is a party are true and correct in all material respects on and as of the
Series 2011-1 Initial Funding Date or such Increase Date, as the case may be, as if
made on and as of such date (except to the extent such representations and
warranties are expressly made as of another date);




     (vi) all conditions precedent set forth in Section 11.2 of the Loan Agreement
to the funding of the Loan, if any, being funded on the Series 2011-1 Initial
Funding Date or such Increase Date, as the case may be, shall have been satisfied;
and




     (vii) in the case of any Increase on an Increase Date during the Series 2010-1
Revolving Period, the Issuer shall have increased the Series 2010-1 Class A
Invested Amount pursuant to Section 2.3 of the Series 2010-1 Indenture Supplement
on such Increase Date in an amount equal to the product of (x) the Increase Amount
and (b) a fraction, the numerator of which is equal to the Series 2010-1 Class A
Maximum Invested Amount and the denominator of which is equal to the Class A
Maximum Invested Amount on such Increase Date.


The Issuer’s acceptance of funds in connection with (x) the initial purchase of Class A Investor
Notes on the Series 2011-1 Initial Funding Date and (y) each Increase occurring on any Increase
Date shall constitute a representation and warranty by the Issuer to the Purchaser Groups as of the
Series 2011-1 Initial Funding Date or such Increase Date (except to the extent such representations
and warranties are expressly made as of another date), as the case may be, that all of the
conditions contained in this Section 2.3(c) have been satisfied.




          (d) If there is a Principal Overpayment Amount for any Settlement Date, the Issuer shall
request an Increase in accordance with Section 2.3(a) in an amount equal to such Principal
Overpayment Amount effective on such Settlement Date. Notwithstanding the provisions of
Section 2.3(c), each Purchaser Group shall be required to fund its Commitment Percentage of
such an Increase even if the Issuer is unable to satisfy the conditions set forth in clause
(i), (iii), (iv) or (vi) of Section 2.3(c).



          (e) Upon receipt of any notice required by Section 2.3(a) from the Issuer, the
Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such
notice to each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit
Purchaser Group, no later than 1:00 P.M., New York City time, on the day received. After receipt
by any Funding Agent with respect to a Purchaser of such notice from the Administrative Agent, such
Funding Agent shall, except as otherwise provided in Section 2.3(d), so long as the
conditions set forth in Sections 2.3(a) and (c) are satisfied, promptly provide
telephonic notice to the related CP Conduit Purchaser and the related APA Banks, of the Increase
Date and of such CP Conduit Purchaser Group’s Commitment Percentage of the Class A Initial Invested
Amount or the Increase Amount. If such CP Conduit Purchaser elects to fund all or a portion of the
Commitment Percentage of such CP Conduit Purchaser Group of the Class A Initial Invested Amount or
the Increase Amount, as the case may be, such CP Conduit Purchaser shall pay in immediately
available funds such Commitment Percentage (or any portion thereof) of the Class









 



44

A Initial Invested Amount on the Series 2011-1 Initial Funding Date or the amount of such
Increase on the related Increase Date, as the case may be, to the Funding Agent with respect to
such CP Conduit Purchaser Group for remittance to the Indenture Trustee for deposit into the Series
2011-1 Collection Subaccount. If such CP Conduit Purchaser does not fund the full amount of the
Commitment Percentage of such CP Conduit Purchaser Group of the Class A Initial Invested Amount or
the Increase Amount, as the case may be, and the related APA Banks are required to fund the portion
thereof not funded by the CP Conduit Purchaser, each such APA Bank shall pay in immediately
available funds its APA Bank Percentage of such portion on the Series 2011-1 Initial Funding Date
or the related Increase Date, as the case may be, to the Funding Agent with respect to such CP
Conduit Purchaser Group for remittance to the Administrative Agent. Each Funding Agent shall
transfer the funds received by it from the CP Conduit Purchaser and/or APA Banks in its Related
Purchaser Group to the account of the Administrative Agent most recently designated by the
Administrative Agent for such purpose by notice to the Funding Agents. Each Non-Conduit Purchaser
shall pay in immediately available funds the Commitment Percentage of such Non-Conduit Purchaser of
the Class A Initial Invested Amount on the Series 2011-1 Initial Funding Date or the amount of such
Increase on the related Increase Date, as the case may be, to the account of the Administrative
Agent most recently designated by the Administrative Agent for such purpose by notice to the
Non-Conduit Purchasers. The Administrative Agent shall transfer the funds received by it from the
Funding Agents and the Non-Conduit Purchasers to the Indenture Trustee in like funds for deposit
into the Series 2011-1 Collection Subaccount.




          (f) Subject to this Section 2.3(f), on the Series 2011-1 Initial Funding Date, each
Class B Note Purchaser shall purchase a Class B Investor Note in accordance with Section
2.1. No Class B Note Purchaser shall be required to make the purchase of a Class B Investor
Note on the Series 2011-1 Initial Funding Date unless:




     (i) after giving effect to such purchase amount, no Series 2011-1 Allocated
Asset Amount Deficiency, Series 2011-1 Liquid Credit Enhancement Deficiency or
Series 2011-1 Yield Supplement Deficiency would have occurred and be continuing;




     (ii) no Amortization Event or Potential Amortization Event shall have occurred
and be continuing;




     (iii) all of the representations and warranties made by each of the Issuer,
SPV, Holdings, the Origination Trust and the Servicer in each Transaction Document
to which it is a party are true and correct in all material respects on and as of
the Series 2011-1 Initial Funding Date, as if made on and as of such date (except to
the extent such representations and warranties are expressly made as of another
date); and




     (iv) all conditions precedent set forth in Section 11.2 of the Loan Agreement
to the funding of the Loan, if any, being funded on the Series 2011-1 Initial
Funding Date shall have been satisfied.









 



45

The Issuer’s acceptance of funds in connection with the purchase of Class B Investor Notes on the
Series 2011-1 Initial Funding Date shall constitute a representation and warranty by the Issuer to
the Class B Note Purchasers as of the Series 2011-1 Initial Funding Date (except to the extent such
representations and warranties are expressly made as of another date) that all of the conditions
contained in this Section 2.3(f) have been satisfied.




          SECTION 2.4. Sales by CP Conduit Purchasers of Class A Investor Notes to APA
Banks. Notwithstanding any limitation to the contrary contained herein, each CP Conduit
Purchaser may, in its own discretion, at any time, sell or assign all or any portion of its
interest in its Class A Investor Note to any Conduit Assignee or to the APA Bank with respect to
such CP Conduit Purchaser pursuant to, and subject to the terms and conditions of, the Asset
Purchase Agreement with respect to such CP Conduit Purchaser.



          SECTION 2.5. Procedure for Decreasing the Class A Invested Amount; Optional
Termination.



          (a) On any Business Day during the Series 2011-1 Revolving Period, upon the written request of
the Issuer or the Administrator on behalf of the Issuer, the Class A Invested Amount may be reduced
(a “Decrease”) in an amount that together with any Series 2010-1 Decrease on the same
Business Day is at least equal to $10,000,000 and integral multiples of $500,000 in excess thereof
by the Indenture Trustee’s withdrawing from the Series 2011-1 Principal Collection Subaccount,
depositing into the Series 2011-1 Distribution Account and distributing to the Administrative Agent
funds on deposit in the Series 2011-1 Principal Collection Subaccount on such day in accordance
with Section 5A.7(c) in an amount not to exceed the amount of such funds on deposit on such
day; provided that the Administrator shall have given the Administrative Agent (with a copy
to the Indenture Trustee) irrevocable written notice (effective upon receipt) of the amount of such
Decrease prior to 9:30 A.M., New York City time, on the second Business Day prior to such Decrease,
in the case of any such Decrease in an amount that together with any Series 2010-1 Decrease on the
same Business Day is less than $200,000,000, and prior to 9:30 A.M., New York City time, on a
Business Day that is at least five days prior to such Decrease, in the case of any such Decrease in
an amount that together with any Series 2010-1 Decrease on the same Business Day is $200,000,000 or
more; provided, further, that, if the date of such Decrease is during both the
Series 2010-1 Revolving Period and the Series 2011-1 Revolving Period, no such Decrease may be made
under this Section 2.5 unless, on the date of such Decrease, the Issuer shall have effected a
Series 2010-1 Decrease pursuant to Section 2.5 of the Series 2010-1 Indenture Supplement in an
amount equal to the product of (x) the amount of such Decrease and (y) a fraction, the numerator of
which is equal to Series 2010-1 Class A Invested Amount (before giving effect to any such Series
2010-1 Decrease) and the denominator of which is equal to the Class A Invested Amount (before
giving effect to such Decrease) on the date of such Decrease. Upon each Decrease, the Indenture
Trustee shall indicate in the Note Register such Decrease. Upon receipt of any notice required by
Section 2.5(a) from the Issuer, the Administrative Agent shall forward (by telecopy or
electronic messaging system) a copy of such notice to each Non-Conduit Purchaser and the Funding
Agent with respect to each CP Conduit Purchaser Group, no later than 1:00 P.M., New York City time,
on the day received.









 



46


          (b) On any Business Day, the Issuer shall have the right to deliver an irrevocable written
notice (an “Optional Termination Notice”) to the Administrative Agent, the Indenture
Trustee, the Administrator and the Rating Agencies in which the Issuer declares that the
Commitments shall terminate on the date (the “Optional Termination Date”) set forth in such
notice (which date, in any event, shall be a Payment Date not less than twenty Business Days from
the date on which such notice is delivered); provided, however, that, during the Series 2010-1
Revolving Period, the Issuer may not deliver an Optional Termination Notice without also delivering
on the same Business Day a notice of the termination of the Series 2010-1 Commitments effective on
the Optional Termination Date in accordance with Section 2.5(b) of the Series 2010-1 Indenture
Supplement. Upon receipt of any Optional Termination Notice from the Issuer, the Administrative
Agent shall promptly notify each Non-Conduit Purchaser and the Funding Agent with respect to each
CP Conduit Purchaser Group thereof. From and after the Optional Termination Date, the Series
2011-1 Amortization Period shall commence for all purposes under this Indenture Supplement and the
other Transaction Documents.



          (c) If there are funds on deposit in the Series 2011-1 Principal Collection Subaccount on any
Business Day on which the Purchaser Group Invested Amount with respect to any Non-Extending
Purchaser Group shall not have been reduced to zero and the Issuer would be permitted under the
terms of Section 2.5(a) to effect a Decrease with such funds, the Issuer shall request
such a Decrease in accordance with Section 2.5(a) on the earliest possible date.



          SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the
Commitments



          (a) The Issuer may from time to time request that any Purchaser Group agree to increase its
Class A Maximum Purchaser Group Invested Amount. An increase in any Class A Maximum Purchaser
Group Invested Amount shall be effective hereunder if such Purchaser Group shall have agreed to
such increase in its Class A Maximum Purchaser Group Invested Amount; provided, however, that no
such increase in the Class A Maximum Purchaser Group Invested Amount of a Purchaser Group shall be
effective hereunder on any date during the Series 2010-1 Revolving Period unless the Series 2010-1
Class A Maximum Purchaser Group Invested Amount of such Purchaser Group shall have been increased
on the same date in an equal amount pursuant to Section 2.6(a) of the Series 2010-1 Indenture
Supplement.



          (b) If the Issuer desires to extend the Scheduled Expiry Date with respect to the Purchaser
Groups, the Issuer shall notify the Class B Note Purchasers and the Administrative Agent at least
sixty (60) days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry
Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each
Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of the
Issuer’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser and each
Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent
and the Issuer in writing of whether its Related Purchaser Group agrees to an extension of the
Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a
Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a
consent by such Purchaser Group to such extension. The decision to extend or not extend shall be
made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires
to extend its Scheduled Expiry Date for an amount









 



47

that is less than its Class A Maximum Purchaser Group Invested Amount prior to the Issuer’s
request for an extension, the Issuer, in its sole discretion, may accept such extension;
provided, however, that such Purchaser Group (x) shall be deemed to be a
Non-Extending Purchaser Group for purposes of Section 5A.7(c) having a Purchaser Group
Invested Amount equal to the excess of its Purchaser Group Invested Amount over the Class A Maximum
Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry
Date and (y) shall be deemed to be an Extending Purchaser Group with a Class A Maximum Purchaser
Group Invested Amount equal to the portion of its Class A Maximum Purchaser Group Invested Amount
that will be available after the extension of its Scheduled Expiry Date. The Issuer shall not
extend the Scheduled Expiry Date with respect to any Purchaser Group without the prior written
consent of each Class B Note Purchaser. The Administrator shall provide written notice to the
Rating Agencies of any extension of the Scheduled Expiry Date with respect to the Purchaser Groups.




          (c) On any Business Day during the Series 2011-1 Revolving Period, the Issuer may, upon two
(2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with
copies to the Administrator and the Indenture Trustee) reduce the Class A Maximum Invested Amount
in an amount that together with any reduction of the Series 2010-1 Class A Maximum Invested Amount
on such Business Day is equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof;
provided that no such termination or reduction shall be permitted (x) if, after giving
effect thereto and to any reduction in the Class A Invested Amount on such date, the Purchaser
Group Invested Amount with respect to any Purchaser Group would exceed the Class A Maximum
Purchaser Group Invested Amount with respect to such Purchaser Group then in effect or (y) on any
Business Day during the Series 2010-1 Revolving Period unless the Series 2010-1 Class A Maximum
Invested Amount shall have been reduced on the same Business Day pursuant to Section 2.6(c) of the
Series 2010-1 Indenture Supplement in an amount equal to the product of (i) the amount of the
reduction of the Class A Maximum Invested Amount on such Business Day and (ii) a fraction, the
numerator of which is equal to the Series 2010-1 Class A Maximum Invested Amount and the
denominator of which is equal to the Class A Maximum Invested Amount, in each case before giving
effect to any reduction thereof on such Business Day. Any reduction in the Class A Maximum
Invested Amount shall be made on a pro rata basis to the Class A Maximum Purchaser Group Invested
Amounts with respect to the Purchaser Groups, based on the Class A Maximum Purchaser Group Invested
Amount with respect to each Purchaser Group; provided, that, if at any time there exists a
Defaulting Purchaser Group, the Issuer may, by written notice to the Administrative Agent (who
shall forward such notice to the Funding Agents), elect to allocate such reduction of the Class A
Maximum Invested Amount, first, to reduce the Class A Maximum Purchaser Group Invested Amount of
the Defaulting Purchaser Group to (but not below) the Purchaser Group Invested Amount with respect
to such Defaulting Purchaser Group and, second, to reduce the Class A Maximum Purchaser Group
Invested Amounts of the remaining Purchaser Groups as described above.



          SECTION 2.7. Interest; Fees.



          (a) Interest shall be payable on the Series 2011-1 Investor Notes on each Payment Date
pursuant to Sections 5A.5(a) and (e).









 



48


          (b) On any Business Day, the Issuer may, subject to Section 2.7(c), elect to allocate
all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit
Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by
giving the Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit
Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice
must be received by such Funding Agent prior to 11:00 A.M., New York City time, one Business Day
prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP
Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect
to the CP Conduit Purchaser Group of which such Match Funding CP Conduit Purchaser is a member is
to be allocated and (iii) the portion of such Available CP Funding Amount being allocated to each
such CP Tranche. On any Business Day, the Issuer may, subject to Section 2.7(c), elect to
allocate all or any portion of the Available APA Bank Funding Amount with respect to any CP Conduit
Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such
Business Day by giving the Administrative Agent and the Funding Agent with respect to such CP
Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof,
which notice must be received by such Funding Agent prior to 1:00 P.M., New York City time, three
Business Days prior to such Business Day. Such notice shall specify (i) the applicable Business
Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA
Bank Funding Amount with respect to such CP Conduit Purchaser Group is to be allocated and (iii)
the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar
Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser
Group shall notify the CP Conduit Purchaser and the APA Banks in such CP Conduit Purchaser Group of
the contents of such notice promptly upon receipt thereof.



          (c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A)
each Match Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the
portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser
allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its
sole discretion, any new CP Rate Period if (x) the Issuer does not provide notice of a new CP Rate
Period on a timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit
Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole
discretion, that the CP Rate Period requested by the Issuer is unavailable or for any reason
commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to
such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to
$1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the
Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group allocable to each
Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in
excess thereof, (B) no more than 10 Eurodollar Tranches with respect to such CP Conduit Purchaser
Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of
any Amortization Event or Potential Amortization Event, the Issuer may not elect to allocate any
portion of the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to
a Eurodollar Tranche and (D) during the Series 2011-1 Amortization Period, the Issuer may not
select any Eurodollar Period that does not end on or prior to the next succeeding Payment Date.









 



49


          (d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that the Issuer no
longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and
(c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by
giving the Issuer and the Administrative Agent irrevocable written notice thereof, which notice
must be received by the Issuer and the Administrative Agent at least one Business Day prior to such
Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may elect thereafter to
allow the Issuer to select CP Tranches in accordance with Sections 2.7(b) and (c)
in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving the
Issuer and the Administrative Agent irrevocable written notice thereof, which notice must be
received by the Issuer and the Administrative Agent at least one Business Day prior to such
Business Day. Any CP Conduit Purchaser making an election to change the manner in which its
funding costs in respect of its Class A Investor Note are allocated in accordance with this
Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP
Conduit Purchaser during the period that its Class A Investor Note is funded on both a “pooled” and
“match funded” basis and its Class A Monthly Funding Costs during that period will be calculated
accordingly.



          (e) The Indenture Trustee (acting at the written direction of the Administrator upon which the
Indenture Trustee may conclusively rely) shall distribute pursuant to Section 5A.5(b), from
amounts deposited in the Series 2011-1 Distribution Account pursuant to Section 5A.4(c), to
the Administrative Agent, for the account of each Purchaser Group, on each Payment Date, a
commitment fee (the “Commitment Fee”) in an amount equal to the sum for each day during the
period from and including the preceding Payment Date (or, in the case of the initial Payment Date,
the Series 2011-1 Closing Date) to and including the earlier of the Expiry Date with respect to
such Purchaser Group and the day preceding such Payment Date of the product of (i) the Commitment
Fee Rate times (ii) (A) in the case of a CP Conduit Purchaser Group, the excess of 102% of the
Class A Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group
over the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group on such
day or (B) in the case of a Non-Conduit Purchaser Group, the excess, if any, of the Class A Maximum
Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group over the Purchaser
Group Invested Amount with respect to such Non-Conduit Purchaser Group on such day divided by (iii)
360; provided, however, that no Defaulting Purchaser Group shall be entitled to receive any
Commitment Fee.



          (f) Calculations of per annum rates under this Indenture Supplement shall be made on the basis
of a 360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate)
day year. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each
determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent shall be
conclusive and binding upon each of the parties hereto in the absence of manifest error. Each
determination of One-Month LIBOR by the Calculation Agent shall be conclusive and binding upon each
of the parties hereto in the absence of manifest error.



          SECTION 2.8. Indemnification by the Issuer and the Administrator



          (a) The Issuer agrees to indemnify and hold harmless the Indenture Trustee, the Administrative
Agent, each Funding Agent, each Purchaser Group, each Class B Note Purchaser and each of their
respective officers, directors, agents and employees (each, a









 



50

“Company indemnified person”) from and against any loss, liability, expense, damage or
injury suffered or sustained by (a “Claim”) such Company indemnified person by reason of
(i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of
the Issuer pursuant to the Indenture or the other Transaction Documents to which it is a party,
(ii) a breach of any representation or warranty made or deemed made by the Issuer (or any of its
officers) in the Indenture or other Transaction Document or (iii) a failure by the Issuer to comply
with any applicable law or regulation or to perform its covenants, agreements, duties or
obligations required to be performed or observed by it in accordance with the provisions of the
Indenture or the other Transaction Documents, including, but not limited to, any judgment, award,
settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or claim, except to the
extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad
faith or wilful misconduct of such Company indemnified person or its officers, directors, agents,
principals, employees or employers, (B) resulted solely from a default by an Obligor with respect
to any Sold Unit or Fleet Receivable or (C) includes any Excluded Taxes; provided that any
payments made by the Issuer pursuant to this Section 2.8 shall be made solely from funds
available therefor pursuant to Section 5A.5(d), shall be non-recourse other than with
respect to such funds, and shall not constitute a claim against the Issuer to the extent that such
funds are insufficient to make such payment.




          (b) The Administrator agrees to indemnify and hold harmless the Indenture Trustee, the
Administrative Agent, each Funding Agent, each Purchaser Group, each Class B Note Purchaser and
each of their respective officers, directors, agents and employees (each, a “Administrator
indemnified person”) from and against any Claim by reason of (i) any acts, omissions or alleged
acts or omissions arising out of, or relating to, activities of the Administrator pursuant to the
Indenture or the other Transaction Documents to which it is a party, (ii) a breach of any
representation or warranty made or deemed made by the Administrator (or any of its officers) in the
Indenture or other Transaction Document or (iii) a failure by the Administrator to comply with any
applicable law or regulation or to perform its covenants, agreements, duties or obligations
required to be performed or observed by it in accordance with the provisions of the Indenture or
the other Transaction Documents, including, but not limited to, any judgment, award, settlement,
reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim, except to the extent such loss,
liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful
misconduct of such Administrator indemnified person or its officers, directors, agents, principals,
employees or employers, (B) resulted solely from a default by an Obligor with respect to any Sold
Unit or Fleet Receivable or (C) include any Excluded Taxes.



          SECTION 2.9. Funding Agents



          (a) The Funding Agent with respect to each CP Conduit Purchaser Group is hereby authorized to
record on each Business Day the CP Funded Amount with respect to such CP Conduit Purchaser Group
and the aggregate amount of Discount accruing with respect thereto on such Business Day and the APA
Bank Funded Amount with respect to such CP Conduit Purchaser Group and the amount of interest
accruing with respect thereto on such Business Day and, based on such recordations, to determine
the Class A Monthly Funding Costs









 



51

with respect to each Series 2011-1 Interest Period and such CP Conduit Purchaser Group. Any
such recordation by a Funding Agent, absent manifest error, shall constitute prima
facie evidence of the accuracy of the information so recorded. Furthermore, the Funding
Agent with respect to each CP Conduit Purchaser Group will maintain records sufficient to identify
the percentage interest of the related CP Conduit Purchaser and each APA Bank with respect to such
CP Conduit Purchaser Group holding an interest in the Class A Investor Note registered in the name
of such Funding Agent and any amounts owing thereunder.




          (b) Upon receipt of funds from the Administrative Agent on each Payment Date and the date of
any Decrease, each Funding Agent shall pay such funds to the related CP Conduit Purchaser and/or
the related APA Banks owed such funds in accordance with the recordations maintained by it in
accordance with Section 2.9(a) and the Asset Purchase Agreement with respect to such CP
Conduit Purchaser. If a Funding Agent shall have paid to any CP Conduit Purchaser or APA Bank any
funds that (i) must be returned for any reason (including bankruptcy) or (ii) exceeds that which
such CP Conduit Purchaser or APA Bank was entitled to receive, such amount shall be promptly repaid
to such Funding Agent by such CP Conduit Purchaser or APA Bank.



          SECTION 2.10. Replacement



          (a) The Issuer shall be permitted to replace with a replacement purchaser group (a
“Replacement Purchaser Group”) any Purchaser Group that (i) requests reimbursement for
amounts owing pursuant to Section 7.2 or 7.3 or (ii), to the extent permitted by
law, is a Defaulting Purchaser Group hereunder or a Defaulting Purchaser Group as defined in the
Series 2010-1 Indenture Supplement; provided that (A) no Amortization Event shall have occurred and
be continuing at the time of such replacement (unless such Amortization Event would be cured after
giving effect to such replacement), (B) after giving effect to such replacement, such Purchaser
Group shall have been paid in full the Purchaser Group Invested Amount with respect to such
Purchaser Group and all accrued and unpaid interest thereon by the Replacement Purchaser Group and
all other amounts (including all Article 7 Costs ) owed to it and to all Class A Participants with
respect to such Purchaser Group pursuant to this Indenture Supplement, (C) any Replacement
Purchaser Group, if not an existing Purchaser Group, shall have been consented to by the
Administrative Agent (which consent shall not be unreasonably withheld), (D) until such time as
such replacement shall be consummated, the Issuer shall pay to such Purchaser Group all Article 7
Costs and (E) after giving effect to such replacement, such Replacement Purchaser Group shall have
also assumed the Series 2010-1 Class A Maximum Purchaser Group Invested Amount of such Purchaser
Group in accordance with the Series 2010-1 Indenture Supplement. Each member of an affected
Purchaser Group hereby agrees to enter into a Purchaser Group Supplement with a Replacement
Purchaser Group with respect to the entire amount of such Purchaser Group’s Class A Maximum
Purchaser Group Invested Amount and Purchaser Group Invested Amount in accordance with and subject
to the restrictions contained in Section 12.10(e), and take all other actions reasonably
necessary, at the expense of the Issuer, to permit a Replacement Purchaser Group to succeed to its
rights and obligations hereunder. If any member of a Defaulting Purchaser Group fails to enter
into a Purchaser Group Supplement with a Replacement Purchaser Group in accordance with Section
12.10(e) within five (5) Business Days of the date on which such Purchaser Group Supplement
shall have been executed and delivered to such member by such Replacement Purchaser Group, then
such









 



52

member shall be deemed to have executed and delivered such Purchaser Group Supplement without
any action on the part of such member.




          (b) The Issuer shall be permitted to replace with a replacement purchaser (a “Replacement
Class B Note Purchaser”) any Class B Note Purchaser that (i) requests reimbursement for amounts
owing pursuant to Section 7.3, (ii) fails to give its consent for any amendment or waiver
requiring the consent of the Series 2011-1 Majority in Interest for which Purchaser Groups having
Commitment Percentages aggregating 66 2/3% or more (excluding therefrom the Commitment Percentage
of any Defaulting Purchaser Group and calculating the Commitment Percentage of each other Purchaser
Group by excluding from the Class A Maximum Invested Amount the Class A Maximum Purchaser Group
Invested Amount of each Defaulting Purchaser Group) have consented or (iii) fails to consent to the
extension of the Scheduled Expiry Date with respect to any Purchaser Group. In addition, the
Issuer shall be permitted to replace any Class B Note Purchaser with one or more Replacement Class
B Note Purchasers on the effective date of any extension of the Scheduled Expiry Date with respect
to any Purchaser Group. The Issuer shall not replace any Class B Note Purchaser with a Replacement
Class B Note Purchaser pursuant to this Section 2.10 unless (A) no Amortization Event shall have
occurred and be continuing at the time of such replacement (unless such Amortization Event would be
cured after giving effect to such replacement), (B) after giving effect to such replacement, such
Class B Note Purchaser shall have been paid in full the portion of the Class B Invested Amount
payable to it and all accrued and unpaid interest thereon by the Replacement Class B Note Purchaser
and all other amounts (including all Article 7 Costs ) owed to it and to all Class B Participants
with respect to such Class B Note Purchaser pursuant to this Indenture Supplement and (C) until
such time as such replacement shall be consummated, the Issuer shall pay to such Class B Note
Purchaser all Article 7 Costs. Each affected Class B Note Purchaser hereby agrees to enter into a
Class B Note Transfer Supplement with a Replacement Class B Note Purchaser with respect to the
entire amount of such Class B Note Purchaser’s portion of the Class B Invested Amount in accordance
with and subject to the restrictions contained in Section 12.10(g) and take all actions
reasonably necessary, at the expense of the Issuer, to permit a Replacement Class B Note Purchaser
to succeed to its rights and obligations hereunder.



          SECTION 2.11. Defaulting Purchaser Groups



          (a) Notwithstanding any provision of this Indenture Supplement to the contrary, if at any time
a Purchaser Group becomes a Defaulting Purchaser Group, then the following provisions shall apply:




     (i) no Commitment Fee shall accrue (or be payable) on the Class A Maximum Purchaser
Group Invested Amount of such Defaulting Purchaser Group; and




     (ii) the Commitment Percentage of such Defaulting Purchaser Group shall not be included
in determining whether the Series 2011-1 Required Investor Noteholders or all Non-Conduit
Purchasers, CP Conduit Purchasers and APA Banks have taken or may take any action hereunder;
provided that any waiver, amendment or modification requiring the consent of all
Non-Conduit Purchasers, CP Conduit Purchasers and APA









 



53



Banks which affects such Defaulting Purchaser Group differently than other affected
Purchaser Groups shall require the consent of such Defaulting Purchaser Group.


For the avoidance of doubt, no provision of this Section 2.11 shall be deemed to relieve
any Defaulting Purchaser Group of its commitment hereunder and the Issuer may pursue all rights and
remedies available to it under the law in connection with the event(s) which resulted in such
Purchaser Group becoming a Defaulting Purchaser Group.




ARTICLE 3




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 Base 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 2011-1 Investor Notes:



          Section 5A.1 Establishment of Series 2011-1 Subaccounts.



          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2011-1 Investor Noteholders (i) a subaccount of the Collection
Account (the “Series 2011-1 Collection Subaccount”); and (ii) three subaccounts of the
Series 2011-1 Collection Subaccount: (1) the Series 2011-1 General Collection Subaccount, (2) the
Series 2011-1 Principal Collection Subaccount and (3) the Series 2011-1 Settlement Collection
Subaccount (respectively, the “Series 2011-1 General Collection Subaccount,” the
“Series 2011-1 Principal Collection Subaccount” and the “Series 2011-1 Settlement
Collection Subaccount”); the accounts established pursuant to this Section 5A.1(a),
collectively, the “Series 2011-1 Subaccounts”), each Series 2011-1 Subaccount to bear a
designation indicating that the funds deposited therein are held for the benefit of the Series
2011-1 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
2011-1 Subaccounts and the proceeds thereof for the benefit of the Series 2011-1 Investor
Noteholders.



          (b) So long as no Amortization Event has occurred, the Issuer shall instruct the institution
maintaining the Collection Account in writing to invest funds on deposit in the Series 2011-1
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 2011-1
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 2011-1 General Collection
Subaccount and the Series 2011-1 Principal Collection Subaccount shall be invested by the Indenture
Trustee at the written direction of the Issuer, so long as no Amortization Event has occurred, in
Permitted Investments that mature, or that are payable or redeemable upon demand of the holder
thereof, on or prior to the next Business Day. On each Settlement Date, all interest and other
investment earnings (net of losses and investment expenses) on funds









 



54

deposited in the Series 2011-1 Principal Collection Subaccount and the Series 2011-1 General
Collection Subaccount shall be deposited in the Series 2011-1 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.




          (c) After the occurrence of an Amortization Event, so long as the Class A Investor Notes are
Outstanding, the Administrative Agent shall instruct the institution maintaining the Collection
Account in writing to invest funds on deposit in the Series 2011-1 Subaccounts from time to time in
Permitted Investments selected by the Administrative Agent (by standing instructions or otherwise).
If no Class A Investor Notes are Outstanding after the occurrence of an Amortization Event, the
Issuer shall instruct the institution maintaining the Collection Account in writing to invest
amounts on deposit in the Series 2011-1 Subaccounts at all times in Permitted Investments selected
by the Issuer (by standing instructions or otherwise). Amounts on deposit and available for
investment in the Series 2011-1 Subaccounts shall be invested by the Indenture Trustee at the
written direction of the Administrative Agent or the Issuer, as the case may be, in Permitted
Investments that mature, or that are payable or redeemable upon demand of the holder thereof on or
prior to the Business Day immediately preceding the next Payment Date. On each Settlement Date,
all interest and other investment earnings (net of losses and investment expenses) on funds
deposited in the Series 2011-1 General Collection Subaccount and the Series 2011-1 Principal
Collection Subaccount shall be deposited in the Series 2011-1 Settlement Collection Subaccount.
Neither the Administrative Agent nor the Issuer shall 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 shall remain uninvested.



          Section 5A.2 Allocations with Respect to the Series 2011-1 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 2011-1 Investor Noteholders and
deposit in the Series 2011-1 General Collection Subaccount an amount equal to the product of the
Series 2011-1 Invested Percentage on such Deposit Date and the Collections deposited into the
Collection Account on such Deposit Date.



          (b) The Administrator shall direct the Indenture Trustee in writing to allocate to the Series
2011-1 Investor Noteholders and deposit in the Series 2011-1 General Collection Subaccount the
following amounts on each Business Day (the “Series 2011-1 Daily Principal Allocation”):




     (i) the proceeds from the initial sale of the Series 2011-1 Investor Notes or
any Increase; and




     (ii) any amounts allocated to another Series of Investor Notes that the Issuer
or the Administrator, on behalf of the Issuer, has elected to apply to reduce the
Series 2011-1 Invested Amount.









 



55


          (c) On each Determination Date, the Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 2011-1 Investor Noteholders and deposit in the Series 2011-1
Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from
the Gain on Sale Account, in an amount equal to the product of the average daily Series 2011-1
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 2011-1 Investor Noteholders and deposit in the Series 2011-1
Settlement Collection Subaccount on the immediately succeeding Settlement Date the following
amounts:




     (i) any Unit Repurchase Payments made by the Servicer, in an amount equal to
the product of the average daily Series 2011-1 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 2011-1 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 Section 5A.12, in an amount equal to the product of the average
daily Series 2011-1 Invested Percentage during the immediately preceding Monthly
Period and the amount of such payments.



          (e) On each Business Day, the Administrator will direct the Indenture Trustee in writing to
allocate, prior to 1:00 P.M., New York City time, the Series 2011-1 Daily Principal Allocation
deposited in the Series 2011-1 General Collection Subaccount in the following priority:




     (i) if such Business Day is a Settlement Date, allocate to the Series 2011-1
Settlement Collection Subaccount, an amount equal to the lesser of (A) the
proceeds from any Increase on such Settlement Date and (B) the Principal
Overpayment Amount for such Settlement Date; and




     (ii) allocate any remaining portion of any Increase and any amounts allocated
to another Series of Investor Notes that the Issuer or the Administrator, on behalf
of the Issuer, has elected to apply to reduce the Series 2011-1 Invested Amount to
the Series 2011-1 Principal Collection Subaccount.



          (f) If, on any Business Day during the Series 2011-1 Revolving Period, other than during any
Paydown Period, the sum of (i) the Series 2011-1 Daily Principal Allocation and (ii) the amount on
deposit in the Series 2011-1 Principal Collection Subaccount on such Business Day is less than the
Daily Principal Utilization Amount for such Business Day, the Administrator will direct the
Indenture Trustee in writing, prior to 1:00 P.M., New York City time, to withdraw









 



56

an amount equal to such deficit from the Series 2011-1 General Collection Subaccount and
deposit it into the Series 2011-1 Principal Collection Subaccount.




          (g) The Administrator may direct the Indenture Trustee in writing by 1:00 P.M., New York City
time, on any Business Day during the Series 2011-1 Revolving Period to withdraw amounts on deposit
in the Series 2011-1 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;




     (ii) if the Administrator shall have given the Administrative Agent written
notice of a Decrease in accordance with Section 2.5(a), to reduce the Class
A Invested Amount in accordance with Section 2.5; or




     (iii) to reduce the Invested Amount of any other Series of Investor Notes;


provided, however that during any Paydown Period the Administrator may withdraw
amounts on deposit in the Series 2011-1 Principal Collection Subaccount pursuant to this
Section 5A.2(g) only to reduce the Purchaser Group Invested Amounts of the Non-Extending
Purchaser Group or Non-Extending Purchaser Groups pursuant to Sections 2.5(a) and
5A.7(c).




          Section 5A.3. Determination of Interest



          (a) On each Determination Date, the Administrator shall determine the Class A Note Rate for
the Series 2011-1 Interest Rate Period ending on the next succeeding Payment Date, based on the
information provided by the Non-Conduit Purchasers and the Funding Agents pursuant to this
Section 5A.3(a), and the amount of interest payable on such next succeeding Payment Date on
the Class A Investor Notes (“Class A Monthly Interest”). Class A Monthly Interest for each
Series 2011-1 Interest Period will equal the product of (i) the Class A Note Rate for such Series
2011-1 Interest Period, (ii) the average daily Class A Invested Amount during such Series 2011-1
Interest Period and (iii) the actual number of days elapsed in such Series 2011-1 Interest Period
divided by 360. On each Determination Date, each Non-Conduit Purchaser and the Funding Agent with
respect to each CP Conduit Purchaser Group shall provide written notice to the Administrator of the
Class A Monthly Funding Costs with respect to its Related Purchaser Group with respect to the
portion of the current Series 2011-1 Interest Period ending on such Determination Date (or, in the
case of the Series 2011-1 Interest Period immediately preceding the Series 2011-1 Note Termination
Date, an estimate of the Class A Monthly Funding Costs with respect to such Purchaser Group for
such Series 2011-1 Interest Period). For the purposes of determining Class A Monthly Interest for
each Series 2011-1 Interest Period (other than the Series 2011-1 Interest Period immediately
preceding the Series 2011-1 Note Termination Date), the Administrator may make a reasonable
estimation of the portion of the Class A Monthly Funding Costs with respect to each Purchaser Group
to accrue during the portion of such Series 2011-1 Interest Period succeeding such Determination
Date, based on its reasonable expectations of the Purchaser Group Invested Amount with respect to









 



57

such Purchaser Group during such period, the Discount on the Commercial Paper, if any, issued
by, or for the benefit of, such Purchaser Group to fund such Purchaser Group Invested Amount during
such period or the LIBO Rates, the Adjusted LIBO Rates or the Alternate Base Rate applicable to
such Purchaser Group Invested Amount during such period. If the actual amount of the portion of the
Class A Monthly Funding Costs with respect to any Purchaser Group accruing during the portion of
any Series 2011-1 Interest Period succeeding the Determination Date in such Series 2011-1 Interest
Period is less than or greater than the amount thereof estimated by the Administrator on such
Determination Date, the Administrator will reduce or increase the Class A Monthly Funding Costs
with respect to such Purchaser Group with respect to the next succeeding Series 2011-1 Interest
Period accordingly. The Administrator shall determine Class A Monthly Interest for the Series
2011-1 Interest Period immediately preceding the Series 2011-1 Note Termination Date on the
Determination Date immediately preceding the last day of such Series 2011-1 Interest Period based
on the information provided by the Non-Conduit Purchasers and the Funding Agents. If a Non-Conduit
Purchaser or a Funding Agent with respect to any CP Conduit Purchaser Group determines that the
actual Class A Monthly Funding Costs with respect to its Related Purchaser Group for the Series
2011-1 Interest Period immediately preceding the Series 2011-1 Note Termination Date will be more
or less than the estimate thereof provided to the Administrator and informs the Administrator of
such variance prior to the Payment Date for such Series 2011-1 Interest Period, the Administrator
will amend the Monthly Settlement Statement relating thereto to reflect that variance and provide
the Indenture Trustee, the Administrative Agent, each Non-Conduit Purchaser and each Funding Agent
with an amended Monthly Settlement Statement on or prior to such Payment Date.




          (b) The Bank of New York Mellon is hereby appointed Calculation Agent for the purpose of
determining the Class B Note Rate for each Series 2011-1 Interest Period. On each LIBOR
Determination Date, the Calculation Agent shall determine the Class B Note Rate for the next
succeeding Series 2011-1 Interest Period and deliver notice of such Class B Note Rate to the
Indenture Trustee. On each LIBOR Determination Date, the Calculation Agent shall deliver to the
Administrator notice of the Class B Note Rate for the next succeeding Series 2011-1 Interest
Period. The rights, protections, immunities and indemnities afforded the Indenture Trustee
pursuant to the Base Indenture shall be afforded to the Calculation Agent hereunder.



          (c) On each Determination Date, the Administrator shall determine:




     (i) the sum of the Class A Senior Monthly Funding Costs and the sum of the Class A
Contingent Monthly Funding Costs for each Purchaser Group for the Series 2011-1 Interest
Period ending on the next succeeding Payment Date;




     (ii) the excess, if any (the “Class A Senior Monthly Funding Costs Shortfall”),
of (A) the sum of (x) the Class A Senior Monthly Funding Costs for each Purchaser Group for
such Series 2011-1 Interest Period and (y) the amount of any unpaid Class A Senior Monthly
Funding Costs Shortfall, as of the preceding Payment Date (together with any Class A
Additional Interest on such Class A Senior Monthly Funding Costs Shortfall), over (B) the
amount which will be available to be distributed to the Class A Investor Noteholders on such
Payment Date in respect thereof pursuant to Section 5A.4(c)(iv);









 



58



     (iii) the excess, if any (the “Class A Contingent Monthly Funding Costs
Shortfall”), of (A) the sum of (x) the Class A Contingent Monthly Funding Costs for each
Purchaser Group for such Series 2011-1 Interest Period and (y) the amount of any unpaid
Class A Contingent Monthly Funding Costs Shortfall, as of the preceding Payment Date
(together with any Class A Additional Interest on such Class A Contingent Monthly Funding
Costs Shortfall), over (B) the amount which will be available to be distributed to the Class
A Investor Noteholders on such Payment Date in respect thereof pursuant to Section
5A.4(c)(xiii);




     (iv) Class B Contingent Monthly Interest and Class B Senior Monthly Interest for such
Series 2011-1 Interest Period;




     (v) the excess, if any (the “Class B Senior Monthly Interest Shortfall”), of
(A) the sum of (x) Class B Senior Monthly Interest for such Series 2011-1 Interest Period
and (y) the Class B Senior Monthly Interest Shortfall, if any, as of the preceding Payment
Date (together with Class B Additional Interest on such Class B Senior Monthly Interest
Shortfall) (such sum, the “Class B Senior Monthly Interest Payment”), over (B) the
amount which will be available to be distributed to the Class B Investor Noteholders on such
Payment Date in respect thereof pursuant to Section 5A.4(c)(vi); and




     (vi) the excess, if any (the “Class B Contingent Monthly Interest Shortfall”),
of (A) the sum of (x) the Class B Contingent Monthly Interest for such Series 2011-1
Interest Period and (y) the amount of any unpaid Class B Contingent Monthly Interest
Shortfall as of the preceding Payment Date (together with Class B Additional Interest on
such Class B Contingent Monthly Interest Shortfall) ) (such sum, the “Class B Contingent
Monthly Interest Payment”), over (B) the amount which will be available to be
distributed to the Class B Investor Noteholders on such Payment Date in respect thereof
pursuant to Section 5A.4(c)(xiv).


If the Class A Senior Monthly Funding Costs Shortfall or the Class A Contingent Monthly Funding
Costs Shortfall with respect to any Payment Date is greater than zero, an additional amount
(“Class A Additional Interest”) equal to the product of (A) the number of days until such
Class A Monthly Funding Costs Shortfall shall be repaid divided by 365 (or 366, as the case may
be), (B) the Alternate Base Rate plus 3.90% and (C) such Class A Monthly Funding Costs Shortfall
(or the portion thereof which has not been paid to the Class A Investor Noteholders) shall be
payable as provided herein on each Payment Date following such Payment Date, to but excluding the
Payment Date on which such Class A Monthly Funding Costs Shortfall is paid to the Class A Investor
Noteholders. If the Class B Senior Monthly Interest Shortfall or the Class B Contingent Monthly
Interest Shortfall with respect to any Payment Date is greater than zero, an additional amount
(“Class B Additional Interest”) equal to the product of (A) the number of days until such
Class B Interest Shortfall shall be repaid divided by 365 (or 366, as the case may be), (B) the
Alternate Base Rate plus 3.90% and (C) such Class B Monthly Interest Shortfall (or the portion
thereof which has not been paid to the Class B Investor Noteholders) shall be payable as provided
herein on each Payment Date following such Payment Date, to but excluding the Payment Date on which
such Class B Monthly Interest Shortfall is paid to the Class B Investor Noteholders.













 



59




          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 2011-1 General Collection Subaccount and allocate to the Series 2011-1
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 2011-1 General Collection Subaccount
and the Series 2011-1 Principal Collection Subaccount transferred to the Series 2011-1 Settlement
Collection Subaccount pursuant to Section 5A.1(b)).



          (b) If the Administrator determines that the aggregate amount distributable from the Series
2011-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (x) of
Section 5A.4(c) on any Payment Date exceeds the sum of the Total Cash Available for such
Payment Date and the amount to be deposited in the Series 2011-1 Settlement Collection Subaccount
pursuant to Section 5A.2(e)(i) on such Payment Date (the “Deficiency”), the
Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 A.M., New
York City time, on the Business Day immediately preceding such Payment Date, and the Indenture
Trustee shall, in accordance with such notice, by 11:00 A.M., New York City time, on such Payment
Date, withdraw from the Series 2011-1 Reserve Account and deposit in the Series 2011-1 Settlement
Collection Subaccount an amount equal to the least of (x) such Deficiency, (y) the product of the
average daily Series 2011-1 Invested Percentage during the immediately preceding Monthly Period and
Aggregate Net Lease Losses for such Monthly Period and (z) the Series 2011-1 Reserve Account Amount
and, to the extent that such amount is less than the Deficiency, withdraw from the Series 2011-1
Yield Supplement Account and deposit in the Series 2011-1 Settlement Collection Subaccount an
amount equal to the lesser of the amount of such insufficiency and the Series 2011-1 Yield
Supplement Account Amount. If the Deficiency with respect to any Payment Date exceeds the amounts
to be withdrawn from the Series 2011-1 Reserve Account and the Series 2011-1 Yield Supplement
Account pursuant to the immediately preceding sentence, the Administrator shall instruct the
Indenture Trustee in writing at or before 10:00 A.M., New York City time, on the Business Day
immediately preceding such Payment Date, and the Indenture Trustee shall, by 11:00 A.M., New York
City time, on such Payment Date, withdraw from the Series 2011-1 Reserve Account and deposit in the
Series 2011-1 Settlement Collection Subaccount an amount equal to the lesser of (x) the remaining
portion of the Deficiency and (y) the Series 2011-1 Reserve Account Amount (after giving effect to
the withdrawal described in the immediately preceding sentence). Notwithstanding the foregoing, if
the Administrator determines that the aggregate amount distributable from the Series 2011-1
Settlement Collection Subaccount pursuant to paragraphs (i) through (xvii) of
Section 5A.4(c) on the Final Maturity Date or on the Payment Date on which the Series
2011-1 Invested Amount will be reduced to zero exceeds the sum of the Total Cash Available for such
Payment Date and the amount to be deposited in the Series 2011-1 Settlement Collection Subaccount
pursuant to Section 5A.2(e)(i) on such Payment 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 such Payment Date, and the Indenture Trustee shall, in accordance with
such notice, by 11:00 A.M., New York City time, on such Payment Date, withdraw from the Series
2011-1 Reserve Account and deposit in the Series 2011-1 Settlement Collection Subaccount an amount
equal to the lesser of (x) such deficiency and (y) the Series 2011-1 Reserve Account Amount and, to
the extent that such amount is less than such deficiency,









 



60

withdraw from the Series 2011-1 Yield Supplement Account and deposit in the Series 2011-1
Settlement Collection Subaccount an amount equal to the lesser of the amount of such insufficiency
and the Series 2011-1 Yield Supplement Account Amount.




          (c) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2011-1 Investor Notes, the Indenture Trustee shall apply the
following amounts allocated to, or deposited in, the Series 2011-1 Settlement Collection Subaccount
on such Payment Date in the following order of priority:




     (i) to the Gain On Sale Account, an amount equal to the Series 2011-1 Monthly
Residual Value Gain, if any, for such Payment Date;




     (ii) to the Servicer, an amount equal to the Series 2011-1 Monthly Servicer
Advance Reimbursement Amount for such Payment Date;




     (iii) if VMS is not the Servicer, to the Servicer, an amount equal to the
Series 2011-1 Basic Servicing Fee for the preceding Monthly Period plus, on the
first Payment Date following the transfer of the servicing from VMS to a successor
Servicer pursuant to Section 9.1 of the Series 1999-1 SUBI Servicing
Supplement, to the extent not reimbursed by VMS, the reasonable costs and expenses
of the successor Servicer incurred in connection with the transfer of the
servicing, in an amount up to $250,000;




     (iv) to the Series 2011-1 Distribution Account, an amount equal to the sum of
the Class A Senior Monthly Funding Costs for each Purchaser Group for the Series
2011-1 Interest Period ending on such Payment Date plus the amount of any unpaid
Class A Senior Monthly Funding Costs Shortfall, as of the preceding Payment Date,
together with any Class A Additional Interest on such Class A Senior Monthly
Funding Costs Shortfall (such amount, the “Class A Senior Monthly Interest
Payment”);




     (v) to the Series 2011-1 Distribution Account, an amount equal to the
Commitment Fee payable on such Payment Date plus the amount of any unpaid
Commitment Fee payable on any prior Payment Date (such amount, the “Commitment
Fee Payment”);




     (vi) to the Series 2011-1 Distribution Account, an amount equal to the Class B
Senior Monthly Interest Payment for such Payment Date;




     (vii) if VMS is the Servicer, to the Servicer, an amount equal to the Series
2011-1 Basic Servicing Fee for the preceding Monthly Period;




     (viii) to the Back-up Servicer, an amount equal to the lesser of (x) $6,995
and (y) the amount then payable to the Back-up Servicer pursuant to the Back-up
Servicing Agreement;




     (ix) to the Administrator, an amount equal to the Series 2011-1 Administrator
Fee for the preceding Monthly Period;









 



61



     (x) (A) on any Payment Date during the Series 2011-1 Revolving Period, to the
Series 2011-1 Principal Collection Subaccount, an amount equal to the greater of
(I) the Series 2011-1 Allocated Asset Amount Deficiency, if any, on such Payment
Date and (II) if such Payment Date is during a Paydown Period, the lesser of the
Series 2011-1 Principal Payment Amount for such Payment Date and the aggregate
Purchaser Group Invested Amounts with respect to the Non-Extending Purchaser Groups
on such Payment Date and (B) on any Payment Date during the period from and
including the first day of the Series 2011-1 Amortization Period to and including
the Series 2011-1 Note Termination Date, to the Series 2011-1 Principal Collection
Subaccount, an amount equal to the lesser of the Series 2011-1 Principal Payment
Amount for such Payment Date and the Series 2011-1 Invested Amount on such Payment
Date;




     (xi) to the Series 2011-1 Reserve Account, to the extent that a Series 2011-1
Liquid Credit Enhancement Deficiency exists or, on any Payment Date immediately
succeeding a Monthly Period falling in the Series 2011-1 Amortization Period, to
the extent that a Series 2011-1 Allocated Asset Amount Deficiency exists, an amount
equal to the greater of such deficiencies;




     (xii) to the Series 2011-1 Yield Supplement Account, to the extent that a
Series 2011-1 Yield Supplement Deficiency exists (or, will exist after giving
effect to any reduction in the Class X 1999-1B Invested Amount on such Payment
Date), an amount equal to such deficiency;




     (xiii) to the Series 2011-1 Distribution Account, an amount equal to the sum
of the Class A Contingent Monthly Funding Costs for each Purchaser Group for the
Series 2011-1 Interest Period ending on such Payment Date plus the amount of any
unpaid Class A Contingent Monthly Funding Costs Shortfall, as of the preceding
Payment Date, together with any Class A Additional Interest on such Class A
Contingent Monthly Funding Costs Shortfall (such amount, the “Class A
Contingent Monthly Interest Payment”);




     (xiv) to the Series 2011-1 Distribution Account, an amount equal to the Class
B Contingent Monthly Interest Payment for such Payment Date;




     (xv) to the Series 2011-1 Distribution Account, an amount equal to the Lease
Rate Cap Costs for such Payment Date;




     (xvi) if VMS is not the Servicer, to the Servicer, an amount equal to any
Series 2011-1 Supplemental Servicing Fee for the preceding Monthly Period and any
unpaid Series 2011-1 Supplemental Servicing Fee for any prior Monthly Period;




     (xvii) to the Series 2011-1 Distribution Account, an amount equal to the
Increased Costs for such Payment Date; and









 



62



     (xviii) to the Issuer, an amount equal to the balance remaining in the Series
2011-1 Settlement Collection Subaccount.



          Section 5A.5 Payment of Interest, Fees and Expenses.




          (a) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to the Series 2011-1 Investor Notes, the Indenture Trustee shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent, for the
account of the Class A Investor Noteholders, from the Series 2011-1 Distribution Account the Class
A Senior Monthly Interest Payment to the extent of the amount deposited in the Series 2011-1
Distribution Account for the payment of such amount pursuant to Section 5A.4(c)(iv) and the
Class A Contingent Monthly Interest Payment to the extent of the amount deposited in the Series
2011-1 Distribution Account for the payment of such amount pursuant to Section
5A.4(c)(xiii). Upon the receipt of funds from the Indenture Trustee on each Payment Date on
account of the Class A Senior Monthly Interest Payment and the Class A Contingent Monthly Interest
Payment, the Administrative Agent shall pay to each Non-Conduit Purchaser and each Funding Agent
with respect to a CP Conduit Purchaser Group an amount equal to the Class A Monthly Funding Costs
with respect to its Related Purchaser Group with respect to the immediately succeeding Series
2011-1 Interest Period plus the amount of any unpaid Class A Monthly Funding Costs Shortfall
payable to such Purchaser Group as of the preceding Payment Date, together with any Class A
Additional Interest thereon. If the amount deposited in the Series 2011-1 Distribution Account on
any Payment Date pursuant to Section 5A.4(c)(iv) is less than the Class A Senior Monthly
Interest Payment on such Payment Date, the Administrative Agent shall pay the amount available to
pay such Class A Senior Monthly Interest Payment to the Non-Conduit Purchasers and the Funding
Agents, on behalf of the CP Conduit Purchaser Groups, on a pro rata basis, based on the Class A
Senior Monthly Funding Costs with respect to each Related Purchaser Group with respect to the
immediately preceding Series 2011-1 Interest Period. If the amount deposited in the Series 2011-1
Distribution Account on any Payment Date pursuant to Section 5A.4(c)(xiii) is less than the
Class A Contingent Monthly Interest Payment on such Payment Date, the Administrative Agent shall
pay the amount available to pay such Class A Contingent Monthly Interest Payment to the Non-Conduit
Purchasers and the Funding Agents, on behalf of the CP Conduit Purchaser Groups, on a pro rata
basis, based on the Class A Contingent Monthly Funding Costs with respect to each Related Purchaser
Group with respect to the immediately preceding Series 2011-1 Interest Period.



          (b) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2011-1 Investor Notes, the Indenture Trustee shall pay to the
Administrative Agent, for the account of the Class A Investor Noteholders, from the Series 2011-1
Distribution Account the Commitment Fee Payment for such Payment Date to the extent of the amount
deposited in the Series 2011-1 Distribution Account for the payment of such Commitment Fee Payment
pursuant to Section 5A.4(c)(v). Upon the receipt of funds from the Indenture Trustee on
each Payment Date on account of the Commitment Fee Payment, the Administrative Agent shall pay to
each Non-Conduit Purchaser and each Funding Agent with respect to a CP Conduit Purchaser Group an
amount equal to the Commitment Fee payable to its Related Purchaser Group with respect to the
immediately succeeding Series 2011-1 Interest Period plus the amount of any unpaid Commitment Fee
for any prior Series 2011-1 Interest Period payable to such Purchaser Group. If the amount









 



63

deposited in the Series 2011-1 Distribution Account on any Payment Date pursuant to
Section 5A.4(c)(v) is less than the Commitment Fee Payment on such Payment Date, the
Administrative Agent shall pay the amount available to the Non-Conduit Purchasers and the Funding
Agents, on behalf of the CP Conduit Purchaser Groups, on a pro rata basis, based on the Commitment
Fee payable to each Purchaser Group with respect to the immediately succeeding Series 2011-1
Interest Period.




          (c) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2011-1 Investor Notes, the Indenture Trustee shall pay to (i) the
Administrative Agent, for the account of the Class A Investor Noteholders, from the Series 2011-1
Distribution Account any Article 7 Costs due and payable on such Payment Date to any Non-Conduit
Purchaser, any CP Conduit Purchaser or any APA Bank to the extent of the amounts deposited in the
Series 2011-1 Distribution Account for the payment of such Article 7 Costs pursuant to Section
5A.4(c)(xvii) and (ii) each Class B Investor Noteholder from the Series 2011-1 Distribution
Account any Article 7 Costs due and payable on such Payment Date to such Class B Investor
Noteholder to the extent of the amounts deposited in the Series 2011-1 Distribution Account for the
payment of such Article 7 Costs pursuant to Section 5A.4(c)(xvii). If the amounts
deposited in the Series 2011-1 Distribution Account on any Payment Date pursuant to Section
5A.4(c)(xvii are less than the Article 7 Costs due and payable on such Payment Date , the
Indenture Trustee shall pay the amounts available in the following order of priority:




     (i) to the Administrative Agent, for the account of the Class A Investor Noteholders,
an amount equal to the aggregate Article 7 Costs due and payable on such Payment Date to the
Class A Investor Noteholders; and




     (ii) to the Class B Investor Noteholders any Article 7 Costs due and payable on such
Payment Date to such Class B Investor Noteholders, on a pro rata basis, based on the amounts
owing to such Class B Investor Noteholders.


Upon the receipt of funds from the Indenture Trustee on any Payment Date on account of Article 7
Costs, the Administrative Agent shall pay such amounts to the Non-Conduit Purchaser or the Funding
Agent with respect to the CP Conduit Purchaser or the APA Bank owed such amounts. If the amounts
received by the Administrative Agent in respect of Article 7 Costs on any Payment Date are less
than the Article 7 Costs due and payable to the Non-Conduit Purchasers, the CP Conduit Purchasers
and the APA Banks on such Payment Date, the Administrative Agent shall pay the amounts available to
the Non-Conduit Purchasers and the Funding Agents with respect to the CP Conduit Purchasers and APA
Banks owed such amounts, on a pro rata basis, based on the amounts owing to such Non-Conduit
Purchasers, CP Conduit Purchasers and APA Banks.




          (d) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2011-1 Investor Notes, the Indenture Trustee shall pay to the
Persons owed any other unpaid Program Costs due and payable on such Payment Date or any amounts due
and payable pursuant to Section 2.8 on such Payment Date from the Series 2011-1
Distribution Account to the extent of the amount deposited in the Series 2011-1 Distribution
Account for the payment of such Program Costs pursuant to Section









 



64

5A.4(c)(xvii). If the excess of the amounts deposited in the Series 2011-1
Distribution Account on any Payment Date pursuant to Section 5A.4(c)(xvii) over the amount
of Article 7 Costs due and payable on such Payment Date is less than the sum of the unpaid Program
Costs due and payable on such Payment Date and the amounts due and payable pursuant to Section
2.8 on such Payment Date, the Indenture Trustee shall pay the amount available to Persons owed
such amounts on a pro rata basis, based on the amounts owing to such Persons.




          (e) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to the Series 2011-1 Investor Notes, the Indenture Trustee shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Class B Investor Noteholders,
from the Series 2011-1 Distribution Account, on a pro rata basis, (i) the Class B Senior Monthly
Interest Payment, to the extent of the amount deposited in the Series 2011-1 Distribution Account
for the payment of the Class B Senior Monthly Interest Payment pursuant to Section
5A.4(c)(vi) on such Payment Date and (ii) the Class B Contingent Monthly Interest Payment, to
the extent of the amount deposited in the Series 2011-1 Distribution Account for the payment of the
Class B Contingent Monthly Interest Payment pursuant to Section 5A.4(c)(xiv) on such
Payment Date.



          (f) On each Payment Date, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 2011-1 Investor Notes, the Indenture Trustee shall pay to the
Administrative Agent, for the account of the Series 2011-1 Investor Noteholders, from the Series
2011-1 Distribution Account any Lease Rate Cap Costs to the extent of the amount deposited in the
Series 2011-1 Distribution Account for the payment of such Lease Rate Cap Costs pursuant to
Sections 5A.4(c)(xv). Upon the receipt of funds from the Indenture Trustee on each Payment
Date on account of Lease Rate Cap Costs, the Administrative Agent shall pay to each Non-Conduit
Purchaser and each Funding Agent with respect to a CP Conduit Purchaser an amount equal to the
Lease Rate Cap Costs payable to such Non-Conduit Purchaser or CP Conduit Purchaser. If the amount
deposited in the Series 2011-1 Distribution Account on any Payment Date pursuant to Section
5A.4(c)(xv) is less than the Lease Rate Cap Costs on such Payment Date, the Administrative
Agent shall pay the amount available to the Non-Conduit Purchasers and the Funding Agents, on
behalf of the CP Conduit Purchasers, on a pro rata basis, based on the Lease Rate Cap Costs payable
to each Non-Conduit Purchaser or CP Conduit Purchaser.




     Section 5A.6. Determination of Monthly Principal Payment.



          The amount (the “Monthly Principal Payment”) distributable from the Series 2011-1
Principal Collection Subaccount on each Payment Date during the Series 2011-1 Amortization Period
shall be equal to the amount on deposit in such account on such Payment Date; provided,
however, that the Monthly Principal Payment on any Payment Date shall not exceed the Series
2011-1 Invested Amount on such Payment Date. On each Payment Date during the Series 2011-1
Amortization Period, based solely on the information contained in the Monthly Settlement Statement
with respect to the Series 2011-1 Investor Notes, the Indenture Trustee shall withdraw from the
Series 2011-1 Principal Collection Subaccount and deposit in the Series 2011-1 Distribution Account
an amount equal to the Monthly Principal Payment on such Payment Date.









 



65


          Section 5A.7 Payment of Principal.



          (a) The principal amount of the Series 2011-1 Investor Notes shall be due and payable on the
Final Maturity Date.



          (b) On each Payment Date during the Series 2011-1 Amortization Period, based solely on the
information contained in the Monthly Settlement Statement with respect to Series 2011-1 Investor
Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture,
distribute from the Series 2011-1 Distribution Account the amount deposited therein pursuant to
Section 5A.6 on such Payment Date in the following order of priority:




     (i) to the Administrative Agent, for the account of the Class A Investor Noteholders,
until the Class A Invested Amount is reduced to zero; and




     (ii) pro rata to each Class B Investor Noteholder until the Class B Invested Amount is
reduced to zero.


Upon the receipt of funds from the Indenture Trustee on any Payment Date on account of the Monthly
Principal Payment, the Administrative Agent shall pay to each Non-Conduit Purchaser and each
Funding Agent the Pro Rata Share of its Related Purchaser Group of the Monthly Principal Payment.




          (c) On the date of any Decrease, the Indenture Trustee shall pay to the Administrative Agent,
for the account of the Class A Investor Noteholders, from the Series 2011-1 Distribution Account
the amount of the Decrease indicated in the request received by the Indenture Trustee pursuant to
Section 2.5(a). Upon the receipt of funds from the Indenture Trustee (i) on the date of any
Decrease, other than during any Paydown Period, the Administrative Agent shall pay to each
Non-Conduit Purchaser and each Funding Agent the Pro Rata Share of its Related Purchaser Group of
the amount of such Decrease (including, any amount thereof in excess of the amount required on such
date to reduce the aggregate Purchaser Group Invested Amounts of all Non-Extending Purchaser Groups
to zero pursuant to clause (ii) of this Section 5A.7(c)) and (ii) on the date of any
Decrease during a Paydown Period, the Administrative Agent shall pay to each Non-Conduit Purchaser
which is a Non-Extending Purchaser Group and each Funding Agent with respect to a Non-Extending
Purchaser Group, a pro rata amount of such Decrease, based on the Purchaser Group Invested Amounts
with respect to such Non-Extending Purchaser Groups. Each CP Conduit Purchaser Group’s share of
the amount of any Decrease on any Business Day shall be allocated by such CP Conduit Purchaser
Group first to reduce the Available CP Funding Amount with respect to such CP Conduit Purchaser
Group and the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group on
such Business Day and then to reduce the portion of the Purchaser Group Invested Amount with
respect to such CP Conduit Purchaser Group allocated to CP Tranches and Eurodollar Tranches in such
order as such CP Conduit Purchaser Group may select in order to minimize costs payable pursuant to
Section 7.4.



          Section 5A.8 The Administrator’s Failure to Instruct the Indenture Trustee to
Make a Deposit or Payment.









 



66


          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.8., the Administrator shall,
by 5:00 P.M., New York City time, on any day the Indenture Trustee makes a payment or deposit based
on information or direction from the Administrator, provide (i) written confirmation of any such
direction and (ii) written confirmation of all information used by the Administrator in giving any
such direction.



          Section 5A.9 Series 2011-1 Reserve Account.



          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2011-1 Investor Noteholders an account (the “Series 2011-1
Reserve Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2011-1 Investor Noteholders. The Series 2011-1 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 ineligibility, establish a new Series 2011-1 Reserve Account that is an Eligible
Deposit Account. If the Indenture Trustee establishes a new Series 2011-1 Reserve Account, it
shall transfer all cash and investments from the non-qualifying Series 2011-1 Reserve Account into
the new Series 2011-1 Reserve Account. Initially, the Series 2011-1 Reserve Account will be
established with JPMorgan Chase.



          (b) So long as no Amortization Event has occurred, the Issuer may instruct the institution
maintaining the Series 2011-1 Reserve Account in writing to invest funds on deposit in the Series
2011-1 Reserve Account from time to time in Permitted Investments selected by the Issuer (by
standing instructions or otherwise); provided, however, that any such investment
shall mature not later than the Business Day prior to the Payment Date following the date on which
such funds were received. After the occurrence of an Amortization Event, so long as the Class A
Investor Notes are Outstanding, the Administrative Agent shall instruct the institution maintaining
the Series 2011-1 Reserve Account in writing to invest funds on deposit in the Series 2011-1
Reserve Account from time to time in Permitted Investments selected by the Administrative Agent (by
standing instructions or otherwise). If no Class A Investor Notes are Outstanding after the
occurrence of an Amortization Event, the Issuer shall instruct the institution maintaining the
Series 2011-1 Reserve Account in writing to invest funds on deposit in the Series 2011-1 Reserve
Account from time to time in Permitted Investments selected by the Issuer (by standing instructions
or otherwise). Any such investment shall mature not later than the Business Day prior to the
Payment Date following the date on which such funds were









 



67

received. In absence of written direction as provided hereunder, funds on deposit in the
Series 2011-1 Reserve Account shall remain uninvested.




          (c) All interest and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2011-1 Reserve Account shall be deemed to be on deposit and available for
distribution.



          (d) If there is a Series 2011-1 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 2011-1 Reserve Account and pay to the Issuer, and the Indenture
Trustee shall withdraw from the Series 2011-1 Reserve Account and pay to the Issuer, so long as no
Series 2011-1 Allocated Asset Amount Deficiency exists or would result therefrom, an amount up to
the lesser of (i) such Series 2011-1 Reserve Account Surplus on such Business Day and (ii) the
Series 2011-1 Reserve Account Amount on such Business Day.



          (e) Amounts will be withdrawn from the Series 2011-1 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 2011-1 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 2011-1 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 2011-1 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
2011-1 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 2011-1 Reserve Account, whether
constituting securities, instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for the Series 2011-1
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 2011-1 Investor Noteholders shall have no interest in any
amounts withdrawn from the Series 2011-1 Reserve Account and paid to the Issuer.



          (g) On the Series 2011-1 Note Termination Date, the Indenture Trustee, acting in accordance
with the written instructions of the Administrator, shall withdraw from the Series 2011-1 Reserve
Account and pay to the Issuer all amounts on deposit therein.



          Section 5A.10 Series 2011-1 Yield Supplement Account.



          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2011-1 Investor Noteholders an account (the “Series 2011-1 Yield
Supplement Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2011-1 Investor Noteholders. The Series 2011-1 Yield
Supplement Account shall be an Eligible Deposit Account; provided that, if









 



68

such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30
days of obtaining knowledge of such ineligibility, establish a new Series 2011-1 Yield Supplement
Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series
2011-1 Yield Supplement Account, it shall transfer all cash and investments from the non-qualifying
Series 2011-1 Yield Supplement Account into the new Series 2011-1 Yield Supplement Account.
Initially, the Series 2011-1 Yield Supplement Account will be established with JPMorgan Chase.




          So long as no Amortization Event has occurred, the Issuer may instruct the institution
maintaining the Series 2011-1 Yield Supplement Account in writing to invest funds on deposit in the
Series 2011-1 Yield Supplement Account from time to time in Permitted Investments selected by the
Issuer (by standing instructions or otherwise); provided, however, that any such
investment shall mature not later than the Business Day prior to the Payment Date following the
date on which such funds were received. After the occurrence of an Amortization Event, so long as
Class A Notes are Outstanding, the Administrative Agent shall instruct the institution maintaining
the Series 2011-1 Yield Supplement Account in writing to invest funds on deposit in the Series
2011-1 Yield Supplement Account from time to time in Permitted Investments selected by the
Administrative Agent (by standing instructions or otherwise). If no Class A Investor Notes are
Outstanding after the occurrence of an Amortization Event, the Issuer shall instruct the
institution maintaining the Series 2011-1 Yield Supplement Account in writing to invest amounts
from time to time on deposit in the Series 2011-1 Yield Supplement Account at all times in
Permitted Investments selected by the Issuer (by standing instructions or otherwise). 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 2011-1 Yield Supplement Account shall remain uninvested.



          (b) All interest and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2011-1 Yield Supplement Account shall be deemed to be on deposit and available for
distribution.



          (c) If there is a Series 2011-1 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 2011-1 Yield Supplement Account and pay to the Issuer, and the
Indenture Trustee shall withdraw from the Series 2011-1 Yield Supplement Account and pay to the
Issuer an amount up to the lesser of (i) such Series 2011-1 Yield Supplement Account Surplus on
such Business Day and (ii) the Series 2011-1 Yield Supplement Account Amount on such Business Day.



          (d) Amounts will be withdrawn from the Series 2011-1 Yield Supplement Account in accordance
with Section 5A.4(b).



          (e) In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2011-1 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 2011-1 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 2011-1 Yield









 



69

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 2011-1 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 2011-1 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 2011-1 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 2011-1 Investor Noteholders shall have no interest in any amounts withdrawn from the
Series 2011-1 Yield Supplement Account and paid to the Issuer.




          (f) On the Series 2011-1 Note Termination Date, the Indenture Trustee, acting in accordance
with the written instructions of the Administrator, shall withdraw from the Series 2011-1 Yield
Supplement Account and pay to the Issuer all amounts on deposit therein.



          Section 5A.11 Series 2011-1 Distribution Account



          (a) The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee
for the benefit of the Series 2011-1 Investor Noteholders an account (the “Series 2011-1
Distribution Account”), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2011-1 Investor Noteholders. The Series 2011-1
Distribution Account shall be maintained as an Eligible Deposit Account; provided that, if
such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days
of obtaining knowledge of such ineligibility, establish a new Series 2011-1 Distribution Account
that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2011-1
Distribution Account, it shall transfer all cash and investments from the non-qualifying Series
2011-1 Distribution Account into the new Series 2011-1 Distribution Account. Initially, the Series
2011-1 Distribution Account will be established with JPMorgan Chase.



          (b) In order to secure and provide for the repayment and payment of the Issuer Obligations
with respect to the Series 2011-1 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 2011-1 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 2011-1 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 2011-1 Distribution Account or the funds on deposit therein from time to time; (iv) all
interest, dividends, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2011-1 Distribution Account, the
funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing,
including, without limitation, cash.



          Section 5A.12 Lease Rate Caps.









 



70


          (a) On the Effective Date, the Issuer shall have obtained and shall thereafter maintain one or
more interest rate caps, substantially in the form of Exhibit D, each from a Series 2011-1 Eligible
Counterparty, having, in the aggregate, a notional amount on the Effective 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 Effective Date, plus, in the case of
all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the
related Leased Vehicles, and on each Payment Date thereafter at least equal to the aggregate
scheduled Lease Balance of all such Fixed Rate Leases as of the last day of the Monthly Period
immediately preceding such Payment Date, plus, in the case of all such Fixed Rate Leases that are
Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles, and an
effective strike rate based on the eurodollar rate set forth therein in effect on the dates set
forth therein at the most equal to the weighted average fixed rate of interest on such Fixed Rate
Leases minus the sum of 0.2375% and the then current Program Fee Rate.



          (b) On or prior to the date that any Fixed Rate Lease is allocated to the Lease SUBI Portfolio
on or after the Effective Date, the Issuer shall have obtained and shall thereafter maintain an
interest rate cap substantially in the form of Exhibit D, from a Series 2011-1 Eligible
Counterparty having a notional amount equal to the initial Lease Balance of such Fixed Rate Lease,
plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed
Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus,
in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an
effective strike rate based on the eurodollar rate set forth therein in effect on the dates set
forth therein at the most equal to the fixed rate of interest on such Fixed Rate Lease minus the
sum of 0.2375% and the then current Program Fee Rate.



          (c) 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, from a Series 2011-1 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 Payment 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 Payment Date, plus, in the case of a Closed-End Lease, the Stated
Residual Value of the related Leased Vehicle and an effective strike rate based on the eurodollar
rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate
of interest on such newly converted Fixed Rate Lease minus the sum of 0.2375% and the then current
Program Fee Rate.



          (d) 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.12 is not a Series 2011-1 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 2011-1 Eligible









 



71

Counterparty and, simultaneously with such replacement, the Issuer shall terminate the
interest 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.12 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.12.




          (e) If the Issuer fails to obtain or maintain any Lease Rate Cap that it is required to obtain
and maintain in accordance with Sections 5A.12(a), (b) or (c) or fails to
replace the Lease Rate Cap of any downgraded provider of an interest rate cap required to be
maintained hereunder in accordance with Section 5A.12(d) or otherwise satisfy the
provisions of Section 5A.12(d), the Administrative Agent, at the expense of the Issuer,
acting at the direction of the Series 2011-1 Required Investor Noteholders, may obtain any such
Lease Rate Cap on commercially reasonable terms. In the alternative, the Administrative Agent, at
the expense of the Issuer, acting at the direction of the Series 2011-1 Required Investor
Noteholders, may obtain on commercially reasonable terms any Hedging Instrument that the
Administrative Agent reasonably determines will cover the interest rate exposure that would have
been covered by the Lease Rate Cap that the Issuer shall have failed to obtain or maintain
hereunder. Each Series 2011-1 Investor Noteholder hereby agrees to reimburse the Administrative
Agent, to the extent not reimbursed by the Issuer, for any costs or expenses incurred by the
Administrative Agent in connection with obtaining any Hedging Instruments in accordance with the
terms of this Section 5A.12(e). Any amounts owing by the Issuer to the Series 2011-1
Investor Noteholders pursuant to this Section 5A.12(e) on any Payment Date shall be payable out of
funds available pursuant to Section 5A.4(c)(xv) on such Payment Date.



          Section 5A.13 Indenture Trustee As Securities Intermediary. (a) The
Indenture Trustee or other Person holding the Series 2011-1 Reserve Account, the Series 2011-1
Yield Supplement Account or the Series 2011-1 Distribution Account (each a “Series 2011-1
Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in
respect of any Series 2011-1 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.13.



          (b) The Securities Intermediary agrees that:




          (i) The Series 2011-1 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 2011-1 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 2011-1
Designated Account be registered in the name of the Issuer, payable to the order of
the Issuer or specially endorsed to the Issuer;









 



72



          (iii) All property delivered to the Securities Intermediary pursuant to this
Indenture Supplement will be promptly credited to the appropriate Series 2011-1
Designated Account;




          (iv) Each item of property (whether investment property, security, instrument
or cash) credited to a Series 2011-1 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 2011-1 Designated Accounts, the Securities Intermediary shall comply
with such entitlement order without further consent by the Issuer or the
Administrator;




          (vi) The Series 2011-1 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 2011-1 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;




          (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 2011-1 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.13(b)(v) of this Indenture
Supplement; and




          (viii) Except for the claims and interest of the Indenture Trustee and the
Issuer in the Series 2011-1 Designated Accounts, the Securities Intermediary knows
of no claim to, or interest, in the Series 2011-1 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 2011-1 Designated Account or in any Financial
Asset carried therein, the Securities Intermediary will promptly notify the
Indenture Trustee, the Administrator, the Administrative Agent 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 2011-1 Designated Accounts and in all proceeds thereof,









 



73

and shall be the only person authorized to originate entitlement orders in respect of the
Series 2011-1 Designated Accounts.




ARTICLE 4




AMORTIZATION EVENTS



          If any one of the following events shall occur with respect to the Series 2011-1 Investor
Notes:



          (a) the Series 2011-1 Reserve Account shall have become subject to an injunction, estoppel or
other stay or a Lien (other than a Permitted Lien);



          (b) the Series 2011-1 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 2011-1 Liquid Credit Enhancement Deficiency shall occur and continue for at least
two Business Days;



          (d) a Series 2011-1 Allocated Asset Amount Deficiency shall occur and continue for at least
two Business Days;



          (e) a Series 2011-1 Yield Supplement Deficiency shall occur and continue for at least two
Business Days;



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



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



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



          (i) the 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 2011-1 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;









 



74


          (o) the failure on the part of the Issuer to pay any Commitment Fee or any Series 2011-1
Monthly Interest due and payable on any Payment Date which failure continues unremedied for two
Business Days;



          (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms
of the Indenture (or within the applicable grace period which shall not exceed two Business Days
after the date such payment or deposit is required to be made) or (ii) duly to observe or perform
in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture
or this Indenture Supplement (other than any such failure that constitutes a Lease Rate Cap Event),
which failure continues unremedied for a period of thirty (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
2011-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied;



          (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture
Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee
shall prove to have been incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of thirty (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 2011-1 Investor Noteholder, written notice thereof;



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



          (s) there shall have been filed against 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 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;



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



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



          (v) the failure on the part of the Administrator duly to observe or perform in any material
respect any covenants or agreements of the Administrator set forth in the Base Indenture or this
Indenture Supplement, which failure continues unremedied for a period of thirty (30) days after
there shall have been given to the Administrator by the Indenture Trustee or the









 



75

Administrator and the Indenture Trustee by any Series 2011-1 Investor Noteholder, written
notice specifying such default and requiring it to be remedied;




          (w) a Change in Control shall occur;



          (x) an “event of default” (or any other defined term or event having a similar purpose) under,
and as defined in, the PHH Credit Agreement shall have occurred and be continuing;



          (y) Consolidated Net Worth on the last day of any fiscal quarter of PHH shall be less than
$1,000,000,000;



          (z) the ratio of Indebtedness of PHH and the Subsidiaries to Tangible Net Worth shall exceed
6.5 to 1.0 at any time; or



          (aa) an Amortization Event shall have occurred with respect to the Series 2010-1 Investor
Notes;


then, in the case of any event described in clause (p) through (z) above, an Amortization Event
will be deemed to have occurred with respect to the Series 2011-1 Investor Notes only, if after the
applicable grace period, either the Indenture Trustee or the Series 2011-1 Required Investor
Noteholders, declare that an Amortization Event has occurred with respect to the Series 2011-1
Investor Notes. In the case of any event described in clauses (a) through (o) above, an
Amortization Event with respect to the Series 2011-1 Investor Notes will be deemed to have occurred
without notice or other action on the part of the Indenture Trustee or the Series 2011-1 Investor
Noteholders.




ARTICLE 5




OPTIONAL PREPAYMENT



          The Issuer shall have the option to prepay all outstanding Series 2011-1 Investor Notes by
paying an amount equal to the Series 2011-1 Prepayment Amount; provided that simultaneously
with such prepayment the Issuer shall prepay all outstanding Series 2010-1 Investor Notes pursuant
to the Series 2010-1 Indenture Supplement. The Issuer shall give the Indenture Trustee and the
Administrative Agent at least ten Business Days’ prior written notice of the date on which the
Issuer intends to exercise such option to prepay (the “Prepayment Date”). Upon receipt of
any notice of a Prepayment Date from the Issuer, the Administrative Agent shall promptly notify
each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group
thereof. Any such notice of a Prepayment Date shall be irrevocable. Not later than 11:00 A.M.,
New York City time, on such Prepayment Date, the Issuer shall deposit in the Series 2011-1
Distribution Account an amount equal to the Series 2011-1 Prepayment Amount in immediately
available funds. The portion of the funds deposited into the Series 2011-1 Distribution Account
payable to the Class A Investor Noteholders will be paid by the Indenture Trustee to the
Administrative Agent, for the account of the Class A Investor Noteholders, on such Prepayment Date.
Upon the receipt of funds from the Indenture Trustee on any Prepayment Date, the Administrative
Agent shall pay to each Non-Conduit









 



76

Purchaser and each Funding Agent the portion of the Series 2011-1 Prepayment Amount owing to
its Related Purchaser Group. The portion of the funds deposited into the Series 2011-1
Distribution Account payable to the Class B Investor Noteholders will be paid by the Indenture
Trustee to the Class B Investor Noteholders on such Prepayment Date.




ARTICLE 6




SERVICING AND ADMINISTRATOR FEES



          SECTION 6.1. Servicing Fee. A periodic servicing fee (the “Series 2011-1
Basic Servicing Fee”) shall be payable to the Servicer on each Payment Date for the preceding
Monthly Period in an amount equal to the product of (a) 0.215% (the “Series Servicing Fee
Percentage”) times (b) the daily average of the Series 2011-1 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 Payment Date hereunder may be increased such that the sum of the
Series 2011-1 Basic Servicing Fee and the additional servicing fee payable to the Servicer
hereunder (the “Series 2011-1 Supplemental Servicing Fee”) for each Monthly Period equals
110% of the costs to the successor Servicer of servicing the portion of the Lease SUBI Portfolio
allocated to Series 2011-1 during such Monthly Period. For this purpose, the portion of the Lease
SUBI Portfolio allocated to Series 2011-1 for each Monthly Period shall equal the average Series
2011-1 Invested Percentage during such Monthly Period. The Series 2011-1 Basic Servicing Fee and
any Series 2011-1 Supplemental Servicing Fee shall be payable to the Servicer on each Payment Date
pursuant to Section 5A.4(c).



          SECTION 6.2. Administrator Fee. A periodic fee (the “Series 2011-1
Administrator Fee”) shall be payable to the Administrator on each Payment Date for the
preceding Monthly Period in an amount equal to the product of (a) 0.01% times (b) the daily average
of the Series 2011-1 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
2011-1 Administrator Fee shall be payable to the Administrator on each Payment Date pursuant to
Section 5A.4(c)(ix).



ARTICLE 7




CHANGE IN CIRCUMSTANCES



          SECTION 7.1. Illegality. Notwithstanding any other provision herein, if any
Change in Law shall make it unlawful for any CP Conduit Purchaser Group to make or maintain any
portion of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group
allocated to a Eurodollar Tranche and such CP Conduit Purchaser Group shall notify in writing the
Administrative Agent, the Funding Agent with respect to such CP Conduit Purchaser Group, the
Indenture Trustee and the Issuer, then the portion of such Purchaser Group Invested Amount
allocated to Eurodollar Tranches shall thereafter be calculated by reference to the Alternate Base
Rate. If any such change in the method of calculating interest occurs on a day









 



77

which is not the last day of the Eurodollar Period with respect to any Eurodollar Tranche, the
Issuer shall pay to such CP Conduit Purchaser Group the amounts, if any, as may be required
pursuant to Section 7.4.




          SECTION 7.2. Increased Costs.



          (a) If any Regulatory Change (except with respect to Taxes which shall be governed by
Section 7.3) (i) subjects any Affected Party to any charge or withholding on or with
respect to any Support Agreement or this Indenture Supplement or the Base Indenture or an Affected
Party’s obligations under a Support Agreement or this Indenture Supplement or the Base Indenture,
or on or with respect to the Class A Investor Notes, or changes the basis of taxation of payments
to any Affected Party of any amounts payable under any Support Agreement or this Indenture
Supplement or the Base Indenture (except for changes in the rate of tax on the overall net income
of an Affected Party or Excluded Taxes) or (ii) imposes, modifies or deems applicable any reserve,
assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an
Affected Party pursuant to a Support Agreement or this Indenture Supplement or the Base Indenture
or (iii) imposes any other condition the result of which is to increase the cost to an Affected
Party of performing its obligations under a Support Agreement or this Indenture Supplement or the
Base Indenture, or to reduce the rate of return on an Affected Party’s capital as a consequence of
its obligations under a Support Agreement or this Indenture Supplement or the Base Indenture, or to
reduce the amount of any sum received or receivable by an Affected Party under a Support Agreement
or this Indenture Supplement or the Base Indenture, or to require any payment calculated by
reference to the amount of interests or loans held or interest received by it, then, upon demand by
such Affected Party pursuant to Section 7.6, the Issuer shall pay to such Affected Party,
such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected
Party for such increased cost or such reduction. The term “Regulatory Change” shall mean
(i) the adoption after the date hereof of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy) or any change therein after the date
hereof, (ii) any change after the date hereof in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency, or (iii) the compliance,
application or implementation, whether commenced prior to or after the date hereof, by any Affected
Party with (A) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines;
Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,
adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167
Regulatory Capital Rules”), (B) the Dodd-Frank Wall Street Reform and Consumer Protection Act
adopted by Congress on July 21, 2010 (the “Dodd-Frank Act”), (C) the July 1988 paper or the
June 2006 paper prepared by the Basel Committee on Banking Supervision as set out in the
publication entitled: “International Convergence of Capital Measurements and Capital Standards: a
Revised Framework” or any successor paper or consultative package proposed by such Committee, as
updated from time to time (“Basel II”), (D) Article 122(a) of CRD or (E) any existing or
future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory
agencies









 



78

relating to the FAS 166/167 Capital Guidelines, the Dodd-Frank Act, Basel II or Article 122(a)
of CRD (whether or not having the force of law).




          (b) The Issuer shall pay to the relevant Affected Party, such amounts as such Affected Party
reasonably determines will compensate or reimburse such Affected Party for any (i) fee, expense or
increased cost charged to, incurred or otherwise suffered by such Affected Party, (ii) reduction in
the rate of return on such Affected Party’s capital or reduction in the amount of any sum received
or receivable by such Affected Party or (iii) internal capital charge or other imputed cost
determined by such Affected Party to be allocable to the Issuer, the Class A Investor Notes or the
transactions contemplated in this Indenture Supplement and the Base Indenture, in each case
resulting from or in connection with any Regulatory Change.



          (c) A certificate of an Affected Party setting forth the amount or amounts necessary to
compensate such Affected Party as specified in subsections (a) and (b) of this Section 7.2
shall be delivered to the Issuer (with a copy to the Administrative Agent and the Funding Agent, if
any, with respect to such Affected Party) and shall be conclusive absent manifest error. The
agreements in this Section shall survive the termination of this Indenture Supplement and the Base
Indenture and the payment of all amounts payable hereunder and thereunder.



          (d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this
Section 7.2 shall not constitute a waiver of such Affected Party’s right to demand such
compensation; provided that the Issuer shall not be required to compensate any Affected
Party pursuant to this Section 7.2 for any increased costs or reductions incurred more than
270 days prior to the date that such Affected Party makes demand for compensation therefor;
provided further that, if the Regulatory Change giving rise to such increased costs
or reductions is retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.



          SECTION 7.3. Taxes.



          (a) Any and all payments by or on account of any obligation of the Issuer hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Issuer shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) subject to Section 7.3(c) below, the sum payable shall
be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 7.3) the recipient receives an
amount equal to the sum that it would have received had no such deductions been made, (ii) the
Issuer shall make such deductions and (iii) the Issuer shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.



          (b) In addition, the Issuer shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



          (c) The Issuer shall indemnify the Administrative Agent, each Non-Conduit Purchaser, each
Funding Agent, each Program Support Provider, each member of each Purchaser Group and each Class B
Note Purchaser within the later of 10 days after written demand therefor









 



79

and the Payment Date next following such demand for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent,
such Program Support Provider, such member of such Purchaser Group or such Class B Note Purchaser
on or with respect to any payment by or on account of any obligation of the Issuer hereunder or
under any other Transaction Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 7.3) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided that no Person shall be indemnified pursuant to this
Section 7.3(c) or required to pay additional amounts under the proviso of Section
7.3(a) to the extent that the reason for such indemnification results from the failure by such
Person to comply with the provisions of Section 7.3(e) or (g). A certificate as to
the amount of such payment or liability delivered to the Issuer by the Administrative Agent, any
Non-Conduit Purchaser, any Funding Agent, any Program Support Provider, any member of any Purchaser
Group or any Class B Note Purchaser shall be conclusive absent manifest error. Any payments made
by the Issuer pursuant to this Section 7.3 shall be made solely from funds available
therefor pursuant to Section 5A.4(c), shall be non-recourse other than with respect to such
funds, and shall not constitute a claim against the Issuer to the extent that insufficient funds
exist to make such payment. The agreements in this Section shall survive the termination of this
Indenture Supplement and the Base Indenture and the payment of all amounts payable hereunder and
thereunder.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Issuer
to a Governmental Authority, the Issuer shall deliver to the Administrative Agent or the applicable
Class B Note Purchaser, as the case may be, the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent or such Class B
Note Purchaser.



          (e) The Administrative Agent, each Non-Conduit Purchaser, each Funding Agent, each member of
each Purchaser Group, each Program Support Provider and each Class B Note Purchaser, if entitled to
an exemption from or reduction of an Indemnified Tax or Other Tax with respect to payments made
under this Indenture Supplement and the Base Indenture shall (to the extent legally able to do so)
deliver to the Issuer (with a copy to the Administrative Agent, in the case of a Funding Agent, any
member of a Purchaser Group or a Program Support Provider) such properly completed and executed
documentation prescribed by applicable law and reasonably requested by the Issuer on the later of
(i) 30 Business Days after such request is made and the applicable forms are provided to the
Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such member of such Purchaser
Group, such Program Support Provider or such Class B Note Purchaser or (ii) 30 Business Days before
prescribed by applicable law as will permit such payments to be made without withholding or with an
exemption from or reduction of Indemnified Taxes or Other Taxes.



          (f) If the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program
Support Provider, any member of a Purchaser Group or any Class B Note Purchaser receives a refund
solely in respect of Indemnified Taxes or Other Taxes, it shall pay over such refund to the Issuer
to the extent that it has already received indemnity payments or









 



80

additional amounts pursuant to this Section 7.3 with respect to such Indemnified Taxes
or Other Taxes giving rise to the refund, net of all out-of-pocket expenses and without interest
(other than interest paid by the relevant Governmental Authority with respect to such refund);
provided, however, that the Issuer shall, upon request of the Administrative Agent,
such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider, such member of a
Purchaser Group or such Class B Note Purchaser, repay such refund (plus interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, such Non-Conduit
Purchaser, such Funding Agent, such Program Support Provider, such member of a Purchaser Group or
such Class B Note Purchaser if the Administrative Agent, such Non-Conduit Purchaser, such Funding
Agent, such Program Support Provider, such member of a Purchaser Group or such Class B Note
Purchaser is required to repay such refund to such Governmental Authority. Nothing contained herein
shall require the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program
Support Provider, any member of a Purchaser Group or any Class B Note Purchaser to make its tax
returns (or any other information relating to its taxes which it deems confidential) available to
the Issuer or any other Person.




          (g) The Administrative Agent, each Non-Conduit Purchaser, each Funding Agent, each Program
Support Provider, each member of each Purchaser Group and each Class B Note Purchaser (other than
any such entity which is a domestic corporation) shall:




     (i) upon or prior to becoming a party hereto, deliver to the Issuer and, in the case of
any Non-Conduit Purchaser, Funding Agent, Program Support Provider or member of a Purchaser
Group, the Administrative Agent two (2) duly completed copies of IRS Form W-8BEN, W-8ECI or
W-9, or successor applicable forms, as the case may be, establishing a complete exemption
from withholding of United States federal income taxes or backup withholding taxes with
respect to payments under the Series 2011-1 Notes and this Indenture Supplement;




     (ii) deliver to the Issuer and, in the case of any Non-Conduit Purchaser, Funding
Agent, Program Support Provider or member of a Purchaser Group, the Administrative Agent two
(2) further copies of any such form or certification establishing a complete exemption from
withholding of United States federal income taxes or backup withholding taxes with respect
to payments under the Series 2011-1 Notes and this Indenture Supplement on or before the
date that any such form or certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most recent form previously delivered by
it to the Issuer; and




     (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by the Issuer and, in the case of any
Non-Conduit Purchaser, Funding Agent, Program Support Provider or member of a Purchaser
Group, the Administrative Agent;


unless, in any such case, any change in treaty, law or regulation has occurred after the Series
2011-1 Closing Date (or, if later, the date the Administrative Agent, such Non-Conduit Purchaser,
such Funding Agent, such Program Support Provider, such member of such Purchaser Group or such
Class B Note Purchaser becomes an indemnified party hereunder) and prior to the date on which any
such delivery would otherwise be required which renders the relevant form












 



81



inapplicable or which would prevent the Administrative Agent, such Non-Conduit Purchaser, such
Funding Agent, such Program Support Provider, such member of such Purchaser Group or such Class B
Note Purchaser from duly completing and delivering the relevant form with respect to it, and the
Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support
Provider, such member of such Purchaser Group or such Class B Note Purchaser so advises the Issuer
and, in the case of any Non-Conduit Purchaser, Funding Agent, Program Support Provider or member of
a Purchaser Group, the Administrative Agent.




          (h) If a beneficial or equity owner of the Administrative Agent, a Non-Conduit Purchaser, a
Funding Agent, a Program Support Provider, a member of a Purchaser Group or a Class B Note
Purchaser (instead of the Administrative Agent, the Non-Conduit Purchaser, the Funding Agent, the
Program Support Provider, the member of the Purchaser Group or the Class B Note Purchaser itself)
is required under United States federal income tax law or the terms of a relevant treaty to provide
IRS Form W-8BEN, W-8ECI or W-9, or any successor applicable forms, as the case may be, in order to
claim an exemption from withholding of United States federal income taxes or backup withholding
taxes, then each such beneficial owner or equity owner shall be considered to be the Administrative
Agent, a Non-Conduit Purchaser, a Funding Agent, a Program Support Provider, a member of a
Purchaser Group or Class B Note Purchaser for purposes of Section 7.3 (g).



          SECTION 7.4. Break Funding Payments. The Issuer agrees to indemnify each
Purchaser Group and to hold each Purchaser Group harmless from any loss or expense which such
Purchaser Group may sustain or incur as a consequence of (a) a change for any reason in the basis
for calculation of interest on any portion of the Purchaser Group Invested Amount with respect to
such Purchaser Group from the cost of Commercial Paper to the Alternate Base Rate or from the
Adjusted LIBO Rate to the Alternate Base Rate, or (b) the revocation or cancellation of any notice
of the Series 2011-1 Initial Funding Date or any Increase given in accordance with the provisions
of this Indenture Supplement or any decrease in the Increase Amount set forth therein, or (c)
default by the Issuer in making a borrowing of, conversion into or continuation of a CP Tranche or
a Eurodollar Tranche after the Issuer has given irrevocable notice requesting the same in
accordance with the provisions of this Indenture Supplement, or (d) default by the Issuer in making
any prepayment in connection with a Decrease after the Issuer has given irrevocable notice thereof
in accordance with the provisions of Section 2.5 or (e) the making of a repayment of any
portion of the Purchaser Group Net Investment with respect to such Purchaser Group (including,
without limitation, any Decrease) prior to the termination of a CP Rate Period for a CP Tranche or
a Eurodollar Period for a Eurodollar Tranche or on a date other than a Payment Date or the date
contained in a notice of Decrease delivered in accordance with the provisions of Section
2.5. Such indemnification shall include an amount determined by the Non-Conduit Purchaser or
the Funding Agent with respect to its Related Purchaser Group and shall equal (a) in the case of
losses or expenses associated with a CP Tranche or a Eurodollar Tranche, either (x) the excess, if
any, of (i) such Related Purchaser Group’s cost of funding the amount so prepaid or not so
borrowed, converted or continued, for the period from the date of such prepayment or of such
failure to borrow, convert or continue to the last day of the CP Rate Period or the Eurodollar
Period (or in the case of a failure to borrow, convert or continue, the CP Rate Period or the
Eurodollar Period that would have commenced on the date of such prepayment or of such failure), as
the case may be, over (ii) the amount of interest earned by such Related Purchaser Group upon
redeployment of an amount of funds equal to the amount prepaid or not borrowed,









 



82

converted or continued for a comparable period or (y) if such Related Purchaser Group is able
to terminate the funding source before its scheduled maturity, any costs associated with such
termination and (b) in the case of losses or expenses incurred by a Non-Conduit Purchaser or a
Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Non-Conduit Purchaser
or Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of
deposits or other funds acquired by such Non-Conduit Purchaser or Pooled Funding CP Conduit
Purchaser as a result of the failure to make a borrowing, a reduction in the amount of any
borrowing, a default in making a Decrease or the making of a Decrease in an amount or on a date not
contained in a notice of Decrease; provided that any payments made by the Issuer pursuant to this
subsection shall be made solely from funds available therefor pursuant to Section 5A.4(c),
shall be non-recourse other than with respect to such funds, and shall not constitute a claim
against the Issuer to the extent that such funds are insufficient to make such payment. This
covenant shall survive the termination of this Indenture Supplement and the Base Indenture and the
payment of all amounts payable hereunder and thereunder. A certificate as to any additional
amounts payable pursuant to the foregoing sentence submitted by any Funding Agent on behalf of a
Purchaser Group to the Issuer shall be conclusive absent manifest error.




          SECTION 7.5. Alternate Rate of Interest. If prior to the commencement of any
Eurodollar Period:



          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate for such Eurodollar Period, or



          (b) the Administrative Agent is advised by the Funding Agent with respect to any CP Conduit
Purchaser Group that the Adjusted LIBO Rate for such Eurodollar Period will not adequately and
fairly reflect the cost to such CP Conduit Purchaser Group of making or maintaining the Eurodollar
Tranches during such Eurodollar Period,


then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to the
Issuer and the Indenture Trustee, whereupon until the Administrative Agent notifies the Issuer and
the Indenture Trustee that the circumstances giving rise to such notice no longer exist, the
Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group (in the case of
clause (a) above) or with respect to such CP Conduit Purchaser Group (in the case of clause (b)
above) shall not be allocated to any Eurodollar Tranche.




          SECTION 7.6. Mitigation Obligations. If an Affected Party requests
compensation under Section 7.2, or if the Issuer is required to pay any additional amount
to any Purchaser Group or any Class B Note Purchaser or any Governmental Authority for the account
of any Purchaser Group or any Class B Note Purchaser pursuant to Section 7.3, then, upon
written notice from the Issuer, such Affected Party, Purchaser Group or Class B Note Purchaser, as
the case may be, shall use commercially reasonable efforts to designate a different lending office
for funding or booking its obligations hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, which pays a price for such assignment which is
acceptable to such Purchaser Group or Class B Note Purchaser and its assignee, in the judgment of
such Affected Party, such Purchaser Group or such Class B Note Purchaser, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 7.2









 



83

or 7.3, as the case may be, in the future and (ii) would not subject such Affected
Party, Purchaser Group or Class B Note Purchaser to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Affected Party, Purchaser Group or Class B Note Purchaser.
The Issuer hereby agrees to pay all reasonable costs and expenses incurred by such Affected Party,
Purchaser Group or Class B Note Purchaser in connection with any such designation or assignment.




ARTICLE 8




REPRESENTATIONS AND WARRANTIES, COVENANTS



          SECTION 8.1. Representations and Warranties of the Issuer and VMS. The Issuer
and VMS each hereby represents and warrants to the Indenture Trustee, the Administrative Agent,
each Funding Agent, each CP Conduit Purchaser, each APA Bank, each Non-Conduit Purchaser and each
Class B Note Purchaser that:



          (a) each and every of their respective representations and warranties contained in the
Transaction Documents is true and correct as of the Series 2011-1 Closing Date, as of the Effective
Date, as of the Series 2011-1 Initial Funding Date and as of the date of each Increase; and



          (b) as of the Series 2011-1 Closing Date, they have not engaged, in connection with the
offering of the Series 2011-1 Investor Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act.



          SECTION 8.2. Covenants of the Issuer and VMS. The Issuer and VMS hereby
agree, in addition to their obligations hereunder, that:



          (a) they shall observe in all material respects each and every of their respective covenants
(both affirmative and negative) contained in the Base Indenture and all other Transaction Documents
to which each is a party;



          (b) they shall afford each Non-Conduit Purchaser, each Funding Agent with respect to a CP
Conduit Purchaser Group, each Class B Note Purchaser, the Indenture Trustee or any representatives
of any such Non-Conduit Purchaser, Funding Agent, Class B Note Purchaser or the Indenture Trustee
access to all records relating to the Loans, the SUBI Certificates, the Sold Units and the Fleet
Receivables at any reasonable time during regular business hours, upon reasonable prior notice (and
without prior notice if an Amortization Event has occurred), for purposes of inspection and shall
permit such Non-Conduit Purchaser, such Funding Agent, such Class B Note Purchaser, the Indenture
Trustee or any representative of such Non-Conduit Purchaser, such Funding Agent, such Class B Note
Purchaser or the Indenture Trustee to visit any of the Issuer’s or VMS’s, as the case may be,
offices or properties during regular business hours and as often as may reasonably be desired to
discuss the business, operations, properties, financial and other conditions of the Issuer or VMS
with their respective officers and employees and with their independent certified public
accountants;









 



84


          (c) they shall not take any action, nor permit Holdings, to take any action, requiring the
satisfaction of the Rating Agency Condition pursuant to any Transaction Document without the prior
written consent of the Series 2011-1 Required Investor Noteholders; and



          (d) they shall cause at least one nationally recognized statistical rating organization to
maintain public and monitored credit ratings on the Series 2011-1 Investor Notes.



          SECTION 8.3. Covenants of the Administrator. The Administrator hereby agrees
that:



          (a) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit
Purchaser, each Funding Agent and each Class B Note Purchaser, on each Determination Date, a
Monthly Settlement Statement, substantially in the form of Exhibit E, setting forth as of the last
day of the most recent Monthly Period and for such Monthly Period the information set forth
therein;



          (b) it shall provide to each Class B Note Purchaser and the Administrative Agent
simultaneously with delivery to the Indenture Trustee, all reports, notices, certificates,
statements and other documents required to be delivered to the Indenture Trustee pursuant to the
Base Indenture and the other Transaction Documents, and furnish to each Class B Note Purchaser and
the Administrative Agent promptly after receipt thereof a copy of each notice, demand or other
material communication (excluding routine communications) received by or on behalf of the Issuer or
the Administrator with respect to the Transaction Documents. The Administrative Agent shall
distribute to the Non-Conduit Purchasers and the Funding Agents copies of all reports, notices,
certificates, statements and other documents delivered to it pursuant to this Section
8.3(b);



          (c) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit
Purchaser, each Funding Agent and each Class B Note Purchaser, as soon as is practicable, but in
any event within 100 days after the end of each fiscal year of PHH, commencing with fiscal year
2011, (i) either (A) consolidated statements of income (or operations) and consolidated statements
of cash flows and changes in stockholders’ equity of PHH and its consolidated subsidiaries for such
year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K
filed by PHH with the Securities and Exchange Commission and (ii) if not included in such Form
10-K, an opinion of independent certified public accountants of recognized national standing, which
opinion shall state that said consolidated financial statements fairly present the consolidated
financial position and results of operations of PHH and its consolidated subsidiaries as at the end
of, and for, such fiscal year and that such financial statements were prepared in accordance with
GAAP applied consistently throughout the periods reflected therein and with prior periods;



          (d) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit
Purchaser, each Funding Agent and each Class B Note Purchaser, as soon as is practicable, but in
any event within 60 days after the end of each of the first three fiscal quarters of each fiscal
year, commencing with the fiscal quarter ending June 30, 2011, either (i) the Form 10-Q filed by
PHH with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of
PHH and its consolidated subsidiaries, as at the end of such fiscal









 



85

quarter, and the related unaudited statements of income and cash flows for such quarter and
for the period from the beginning of the then current fiscal year to the end of such fiscal quarter
and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding
period in the preceding fiscal year, in each case, together with a certificate signed by the chief
financial officer, the chief accounting officer or a vice president responsible for financial
administration of PHH to the effect that such financial statements, while not examined by
independent public accountants, reflect, in his opinion and in the opinion of PHH, all adjustments
necessary to present fairly the financial position of PHH and its consolidated subsidiaries, as the
case may be, as at the end of the fiscal quarter and the results of their operations for the
quarter then ended in conformity with GAAP consistently applied, subject only to year end and audit
adjustments and to the absence of footnote disclosure;




          (e) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit
Purchaser, each Funding Agent and each Class B Note Purchaser, annually on or prior to March 30 of
each year, a letter of independent certified public accountants of recognized national standing,
addressed to the members of each Purchaser Group and the Class B Note Purchasers, and dated a date
that is reasonably satisfactory to the Series 2011-1 Required Investor Noteholders, in form and
substance reasonably satisfactory to the Series 2011-1 Required Investor Noteholders, concerning
the agreed upon procedures performed in respect of the Origination Trust Assets allocated to the
Lease SUBI Portfolio described on Exhibit F; provided, however, that delivery of any such letter to
the Indenture Trustee, the Administrative Agent, any Non-Conduit Purchaser, any member of a CP
Conduit Purchaser Group or any Class B Note Purchaser may be conditioned on receipt by such
independent certified public accountants of a letter substantially in the form of Exhibit G from
the Indenture Trustee, the Administrative Agent, such Non-Conduit Purchaser, such member of a
Purchaser Group or such Class B Note Purchaser, respectively;



          (f) on or prior to any Series Closing Date, it shall provide to each Non-Conduit Purchaser and
each Funding Agent a copy of the Indenture Supplement relating to the Series of Investor Notes
being issued on such Series Closing Date;



          (g) on or prior to the effective date of any amendment, supplement or modification to an
Indenture Supplement relating to an Outstanding Series of Investor Notes entered into after the
Series 2011-1 Closing Date, it shall provide to each Non-Conduit Purchaser and each Funding Agent a
copy of any such amendment, supplement or modification;



          (h) it shall provide each Non-Conduit Purchaser and each Funding Agent with prompt written
notice of (i) the downgrade by any Rating Agency of the rating assigned by such Rating Agency to
any Series of Outstanding Investor Notes or the determination by any Rating Agency to put the
rating assigned by such Rating Agency to any Series of Outstanding Investor Notes on a watch list
and (ii) the occurrence of an Amortization Event or Potential Amortization Event with respect to
any Series of Outstanding Investor Notes; and



          (i) it shall provide to each Non-Conduit Purchaser and each Funding Agent copies of all
reports relating to the Series 2011-1 Investor Notes delivered to the Rating Agencies.









 



86


          SECTION 8.4. Obligations Unaffected. The obligations of the Issuer and the
Administrator to the Administrative Agent, the Funding Agents, the Purchaser Groups and the Class B
Note Purchasers under this Indenture Supplement shall not be affected by reason of any invalidity,
illegality or irregularity of any of the Loans, the SUBI Certificates, the Sold Units or the Fleet
Receivables.



          SECTION 8.5. Covenants Relating to Article 122a of CRD. (a) VMS hereby
agrees that, in accordance with Article 122a of the CRD (such Article, as interpreted from time to
time pursuant to the “Guidelines to Article 122a of the Capital Requirements Directive” issued on
December 31, 2010, by the European Banking Authority (formerly the Committee of European Banking
Supervisors) and any subsequent guidance issued by the European Banking Authority, “Article
122a”), (i) it will own a net economic interest in the Lease SUBI Portfolio and in the Fleet
Receivables in an amount at least equal to 5.0% of the sum of the Aggregate Lease Balance and the
Class X 1999-1B Invested Amount pursuant to paragraph 1(b) of Article 122a, except to the extent
permitted under Article 122a, (ii) it will not change the manner in which it retains such net
economic interest, except to the extent permitted under Article 122a, and (iii) it will not enter
into any credit risk mitigation, short position or any other hedge with respect to such net
economic interest, except to the extent permitted under Article 122a.



          (b) VMS hereby agrees to provide to any Funding Agent, any Non-Conduit Purchaser or any Class
B Note Purchaser such information respecting the Lease SUBI Portfolio, the Fleet Receivables, the
Issuer, Holdings, the Origination Trust, the Administrator, the Servicer or PHH that such Funding
Agent (or any member of its Related CP Conduit Purchaser Group), such Non-Conduit Purchaser or such
Class B Note Purchaser may reasonably require in order to comply with its obligations under Article
122a(4) and (5).



ARTICLE 9




CONDITIONS PRECEDENT



          SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement.
This Indenture Supplement shall become effective on the date (the “Effective Date”) on which the
following conditions precedent have been satisfied:



          (a) Documents. The Administrative Agent, each Non-Conduit Purchaser, each Funding
Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such CP
Conduit Purchaser, and each Class B Note Purchaser shall have received an original copy, each
executed and delivered in form and substance satisfactory to it, of (i) the Base Indenture,
executed by a duly authorized officer of each of the Issuer and the Indenture Trustee, (ii) the
Loan Agreement, executed by a duly authorized officer of each of the Issuer and Holdings, (iii)
this Indenture Supplement, executed by a duly authorized officer of each of the Issuer, the
Administrator, the Indenture Trustee, the Administrative Agent, the Non-Conduit Purchasers, the
Funding Agents, the CP Conduit Purchasers, the APA Banks and the Class B Note Purchasers, (iv) the
Fee Letter, executed by a duly authorized officer of each of the Issuer, the Administrator, the
Administrative Agent, the Funding Agents and the Non-Conduit Purchasers, (v) the Administration
Agreement, executed by a duly authorized officer of each of









 



87

the Issuer, Holdings, the Indenture Trustee and the Administrator, (vi) the Back-up Servicing
Agreement executed by a duly authorized officer of each of the Origination Trust, Wilmington Trust
Company, Holdings, the Servicer, the Indenture Trustee, the Issuer and the Back-up Servicer, (vii)
each of the Origination Trust Documents, executed by duly authorized officers of each of the
parties thereto and (viii) any other Transaction Documents to be executed in connection with Series
2011-1, each duly executed by the parties thereto.




          (b) Corporate Documents; Proceedings of the Issuer, the Administrator, SPV, Holdings, the
Origination Trust, PHH, the Intermediary and the Servicer. The Administrative Agent, each
Non-Conduit Purchaser, each Funding Agent, on behalf of the related CP Conduit Purchaser and the
APA Banks with respect to such CP Conduit Purchaser, and each Class B Note Purchaser shall have
received from the Issuer, the Administrator, SPV, Holdings, PHH, the Intermediary, the Origination
Trust, VMS and the Servicer true and complete copies of:




     (i) to the extent applicable, the certificate of incorporation, certificate of
trust or certificate of formation, including all amendments thereto, of such
Person, certified as of a recent date by the Secretary of State or other
appropriate authority of the state of incorporation or organization, as the case
may be, and a certificate of compliance, of status or of good standing, as and to
the extent applicable, of each such Person as of a recent date, from the Secretary
of State or other appropriate authority of such jurisdiction;




     (ii) a certificate of the Secretary or an Assistant Secretary of each of the
Issuer, the Administrator, Holdings, PHH and VMS, dated the Effective Date and
certifying (A) that attached thereto is a true and complete copy of the limited
liability company agreement or by-laws, as applicable, of such Person, as in effect
on the Effective Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true and
complete copy of the resolutions, in form and substance reasonably satisfactory to
the Administrative Agent, each Non-Conduit Purchaser, each Funding Agent and each
Class B Note Purchaser, of the managers or directors of such Person or committees
thereof authorizing the execution, delivery and performance of the Transaction
Documents to which it is a party and the transactions contemplated thereby, and
that such resolutions have not been amended, modified, revoked or rescinded and are
in full force and effect, (C) that the certificate of formation of such Person has
not been amended since the date of the last amendment thereto shown on the
certificate of good standing (or its equivalent) furnished pursuant to clause (i)
above and (D) as to the incumbency and specimen signature of each officer or
authorized signatory executing any Transaction Documents or any other document
delivered in connection herewith or therewith on behalf of such Person; and




     (iii) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate
pursuant to clause (ii) above.









 



88


          (c) Good Standing Certificates. The Administrative Agent, each Non-Conduit Purchaser,
each Funding Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to
such CP Conduit Purchaser, and each Class B Note Purchaser shall have received copies of
certificates of compliance, of status or of good standing, dated as of a recent date, from the
Secretary of State or other appropriate authority of such jurisdiction, with respect to the Issuer,
the Administrator, SPV, Holdings, and the Origination Trust in each State where the ownership,
lease or operation of property or the conduct of business requires it to qualify as a foreign
corporation, except where the failure to so qualify would not have a material adverse effect on the
business, operations, properties or condition (financial or otherwise) of the Issuer, the
Administrator, SPV, Holdings, or the Origination Trust, as the case may be.



          (d) Consents, Licenses, Approvals, Etc. The Administrative Agent, each Non-Conduit
Purchaser, each Funding Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with
respect to such CP Conduit Purchaser, and each Class B Note Purchaser shall have received
certificates dated the date hereof of an Authorized Officer of the Issuer, VMS, PHH, Holdings and
the Origination Trust either (i) attaching copies of all material consents, licenses and approvals
required in connection with the execution, delivery and performance by the Issuer, VMS, PHH,
Holdings and the Origination Trust of the Transaction Documents to which it is a party and the
validity and enforceability of the Transaction Documents to which it is a party against the Issuer,
VMS, PHH, Holdings and the Origination Trust, respectively, and such consents, licenses and
approvals shall be in full force and effect or (ii) stating that no such consents, licenses or
approvals are so required.



          (e) No Litigation. The Administrative Agent, each Non-Conduit Purchaser, each Funding
Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such CP
Conduit Purchaser, and each Class B Note Purchaser shall have received confirmation that there is
no pending or, to their knowledge after due inquiry, threatened action or proceeding affecting the
Issuer, VMS, Holdings, the Origination Trust, PHH or any of its Subsidiaries before any
Governmental Authority that could reasonably be expected to have a Material Adverse Effect.



          (f) Lien Searches. The Administrative Agent, each Non-Conduit Purchaser, each Funding
Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such CP
Conduit Purchaser, and each Class B Note Purchaser shall have received a written search report
listing all effective financing statements that name VMS, PHH, the Origination Trust, Holdings, SPV
or the Issuer as debtor or assignor and that are filed in the jurisdictions in which filings were
made pursuant to paragraph (h) below and in any other jurisdictions that the Administrative Agent,
any Funding Agent or any Class B Investor Noteholder determines are necessary or appropriate,
together with copies of such financing statements (none of which, except for those described in
paragraph (h) below shall cover any portion of the Series 2011-1 Collateral), and tax and judgment
lien searches showing no such liens that are not permitted by the Transaction Documents.



          (g) UCC Certificate. The Administrative Agent, each Non-Conduit Purchaser, each
Funding Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such
CP Conduit Purchaser, and each Class B Note Purchaser shall have received from each of VMS, the
Origination Trust, Holdings and the Issuer a certificate,









 



89

substantially in the form of Exhibit H, completed in a manner satisfactory to the
Administrative Agent, each Funding Agent and each Class B Note Purchaser duly executed by an
Authorized Officer of each of VMS, the Origination Trust, Holdings and the Issuer and dated the
Effective Date.




          (h) Filings, Registrations and Recordings. The SUBI Certificates shall have been
registered in the name of the Issuer and delivered to the Indenture Trustee, endorsed in blank, and
any documents (including, without limitation, financing statements) required to be filed in order
(i) to create, in favor of the Indenture Trustee, a perfected security interest in the Collateral
with respect to which a security interest may be perfected by a filing under the UCC or other
comparable statute, (ii) to create in favor of the Issuer a perfected security interest in the Loan
Collateral with respect to which a security interest may be perfected by filing under the UCC or
other comparable statute, (iii) to create in favor of the Origination Trust perfected
ownership/security interest in the assets transferred thereto pursuant to the Old Contribution
Agreement and the Contribution Agreement, (iv) to create in favor of SPV a perfected ownership
interest in the Leases, Vehicles and other assets transferred thereto pursuant to the Asset
Purchase Agreement, (v) to create in favor of Holdings a perfected ownership interest in the Fleet
Receivables under the Receivables Purchase Agreement, (vi) to create in favor of the Issuer a
perfected security interest in the collateral pledged under the Security Agreement and (vii) to
create in favor of the Indenture Trustee a perfected security interest in the Series 2011-1
Collateral with respect to which a security interest may be perfected by a filing under the UCC or
other comparable statute shall, in each case, have been properly prepared and executed for
immediate filing in each office in each jurisdiction listed in the UCC Certificate referred to in
paragraph (g) above, and such filings are the only filings required in order to perfect the
security interest of the Indenture Trustee in the Collateral, the security interest of the Issuer
in the Loan Collateral, the transfer of the Fleet Receivables, Leases, Vehicles and other assets to
the Origination Trust pursuant to the Old Contribution Agreement and the Contribution Agreement,
the transfer of the Leases, Vehicles and other assets to SPV pursuant to the Asset Purchase
Agreement, the transfer of the Fleet Receivables to Holdings pursuant to the Receivables Purchase
Agreement, the security interest of the Issuer in the collateral pledged under the Security
Agreement or the security interest of the Indenture Trustee in the Series 2011-1 Collateral, as the
case may be. The Administrative Agent shall have received evidence reasonably satisfactory to it
of each such filing, registration or recordation and reasonably satisfactory evidence of the
payment of any necessary fee, tax or expense relating thereto.



          (i) Legal Opinions. The Administrative Agent, each Non-Conduit Purchaser, each
Funding Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such
CP Conduit Purchaser, and each Class B Note Purchaser shall have received, opinions of counsel to
the Issuer, Holdings, SPV, the Origination Trust, the Intermediary, the Back-up Servicer and the
Administrator, dated the Effective Date and addressed to the Administrative Agent, each Non-Conduit
Purchaser, each CP Conduit Purchaser and the Funding Agent, the Program Support Provider and the
APA Banks with respect to such CP Conduit Purchaser, each Class B Note Purchaser and the Indenture
Trustee, as to due organization of the Origination Trust, Holdings, SPV, the Administrator, the
Back-up Servicer, the Intermediary and the Issuer, enforceability of the Transaction Documents,
bankruptcy (“true sale” and “non-substantive consolidation”), perfection and priority of security
interests in the Series 2011-1 Collateral, creation and perfection of the security interests in the
Loan Collateral, including the









 



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SUBI Certificates and the Sold Units and the Fleet Receivables, the characterization of the
Series 2011-1 Investor Notes as debt for U.S. federal income tax purposes, the characterization of
the Issuer not as an association or a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes and other matters, in each case, in form and substance acceptable to
the addressees thereof and their respective counsel.




          (j) Opinion. The Administrative Agent, each Non-Conduit Purchaser, each Funding
Agent, on behalf of the related CP Conduit Purchaser and the APA Banks with respect to such CP
Conduit Purchaser, and each Class B Note Purchaser shall have received an opinion of counsel to the
Indenture Trustee as to the due authorization, execution and delivery by the Indenture Trustee of
this Indenture Supplement and the due authentication and delivery by the Indenture Trustee of the
Series 2011-1 Investor Notes.



          (k) Fees and Expenses. Each Funding Agent with respect to a CP Conduit Purchaser
Group shall have received payment of all fees, out-of-pocket expenses (including any amounts due to
the Rating Agencies in connection with their review of the acquisition by the CP Conduit Purchaser
in such CP Conduit Purchaser Group of the Class A Investor Notes) and other amounts due and payable
to the CP Conduit Purchaser or the APA Banks in such CP Conduit Purchaser Group on or before the
Effective Date. Each Non-Conduit Purchaser shall have received payment of all fees, out-of-pocket
expenses and other amounts due and payable to such Non-Conduit Purchaser on or before the Effective
Date.



          (l) Establishment of Accounts. The Administrative Agent shall have received evidence
reasonably satisfactory to it that the Collection Account (including the Series 2011-1
Subaccounts), the Series 2011-1 Reserve Account, the Series 2011-1 Yield Supplement Account and the
Series 2011-1 Distribution Account shall have been established in accordance with the terms and
provisions of the Indenture.



          (m) Lease Rate Caps. The Indenture Trustee shall have received copies of the Lease
Rate Caps duly executed by the parties thereto satisfying the requirements of Section 5A.12
on or prior to the Effective Date.



          (n) Material Adverse Change. No material adverse change shall have occurred with
respect to the business, operations, property or condition (financial or otherwise) of PHH and its
Subsidiaries taken as a whole since March 31, 2011.



          (o) Ratings of Series 2011-1 Investor Notes. The Administrative Agent shall have
received a letter from Moody’s stating that the Class A Investor Notes have received a rating of at
least “Aa2” and the Class B Note Purchasers shall have received a letter from Moody’s stating that
the Class B Investor Notes have received a rating of at least “A2.”



          (p) Ratings of Commercial Paper. Each Funding Agent shall have received, to the
extent required, evidence satisfactory to it that the purchase by the CP Conduit Purchaser in its
CP Conduit Purchaser Group of Class A Investor Notes hereunder will not result in a reduction or
withdrawal of the rating of such CP Conduit Purchaser’s Commercial Paper by any Rating Agency;









 



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          (q) Agreed Upon Procedures. The Administrative Agent shall have received a letter of
independent certified public accountants of recognized national standing, addressed to each
Non-Conduit Purchaser and each CP Conduit Purchaser and the Funding Agent, the Program Support
Provider and the APA Banks with respect to such CP Conduit Purchaser, and dated as of a recent
date, in form and substance satisfactory to the Administrative Agent, concerning the agreed upon
procedures performed in respect of the Origination Trust Assets allocated to the Lease SUBI
Portfolio described on Exhibit F.



          (r) Class A Investor Notes. The Administrative Agent shall have received on or prior
to the Effective Date the duly executed Class A Investor Note(s) registered in the names of the
Non-Conduit Purchasers and the Funding Agents as nominee on behalf of their Related Purchaser
Groups.



          (s) Class B Investor Notes. Each Class B Note Purchaser shall have received on or
prior to the Effective Date a duly executed Class B Investor Note registered in its name or the
name of its nominee.



          (t) Amendment of Series 2010-1 Indenture Supplement. All conditions precedent to the
effectiveness of the amendment and restatement of the Series 2010-1 Indenture Supplement (other
than effectiveness of this Indenture Supplement) shall have been satisfied or waived.



ARTICLE 10




THE ADMINISTRATIVE AGENT



          SECTION 10.1. Appointment. Each of the Non-Conduit Purchasers, the CP Conduit
Purchasers, the APA Banks and the Funding Agents hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Person under this Indenture Supplement and irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the
provisions of this Indenture Supplement and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Indenture Supplement, together
with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Indenture Supplement, the Administrative Agent shall not have any duties
or responsibilities except those expressly set forth herein, or any fiduciary relationship with any
Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Indenture Supplement or otherwise exist against the Administrative Agent.



          SECTION 10.2. Delegation of Duties. The Administrative Agent may execute any
of its duties under this Indenture Supplement by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel (who may be counsel for the Issuer or the Administrator),
independent public accountants and other experts selected by it concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys- in-fact selected by it with reasonable care.









 



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          SECTION 10.3. Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)
liable for any action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Base Indenture or this Indenture Supplement (except to the extent that any of
the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction
to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA
Banks or the Funding Agents for any recitals, statements, representations or warranties made by the
Issuer, the Administrator or any officer thereof contained in this Indenture Supplement or any
other Transaction Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in connection with, this
Indenture Supplement or any other Transaction Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Indenture Supplement, any other Transaction
Document, the Loan Note, the SUBI Certificates, the Sold Units or the Fleet Receivables or for any
failure of any of the Issuer, the Administrator, SPV, Holdings, the Origination Trust or the
Servicer to perform its obligations hereunder or thereunder. The Administrative Agent shall not be
under any obligation to any Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any
Funding Agent to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Indenture Supplement, any other Transaction
Document, the Loan Note, the SUBI Certificates, the Sold Units or the Fleet Receivables or to
inspect the properties, books or records of the Issuer, the Administrator, SPV, Holdings, the
Origination Trust or the Servicer.



          SECTION 10.4. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Issuer or the Administrator), independent
accountants and other experts selected by the Administrative Agent and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts. The Administrative Agent may deem and treat the registered holder
of any Class A Investor Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take any action under
this Indenture Supplement or any other Transaction Document unless it shall first receive such
advice or concurrence of the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP
Conduit Purchasers, as it deems appropriate or it shall first be indemnified to its satisfaction by
the Non-Conduit Purchasers and the Funding Agents against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Indenture Supplement and the other Transaction Documents in accordance with a request of
the Series 2011-1 Required Investor Noteholders (unless, in the case of any action relating to the
giving of consent hereunder, the giving of such consent requires the consent of all Class A
Investor Noteholders), and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and
the Funding Agents.









 



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          SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Amortization Event or Potential Amortization Event, any Event of Default
or Default, any Termination Event or any Servicer Default unless the Administrative Agent has
received written notice from a Non-Conduit Purchaser, a CP Conduit Purchaser, an APA Bank, a
Funding Agent, the Issuer, the Administrator, SPV, Holdings, the Origination Trust or the Servicer
referring to the Agreement or this Indenture Supplement, describing such Amortization Event or
Potential Amortization Event, Event of Default or Default, Termination Event or Servicer Default or
and stating that such notice is a “notice of an Amortization Event or Potential Amortization
Event,” “notice of an Event of Default or Default,” “notice of a Termination Event” or “notice of a
Servicer Default”, as the case may be. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give notice thereof to the Non-Conduit Purchasers, the
Funding Agents, the Indenture Trustee, the Issuer and the Administrator. The Administrative Agent
shall take such action with respect to such event as shall be reasonably directed by the Series
2011-1 Required Investor Noteholders, provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such event as it shall
deem advisable in the best interests of the Purchasers.



          SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers.
Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents
expressly acknowledges that neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by the Administrative Agent hereinafter taken, including any review of the affairs
of the Issuer, shall be deemed to constitute any representation or warranty by the Administrative
Agent to any such Person. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA
Banks and the Funding Agents represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Non-Conduit Purchaser, CP Conduit
Purchaser, APA Bank or Funding Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Issuer, the Administrator, SPV, Holdings,
the Origination Trust and the Servicer and made its own decision to enter into this Indenture
Supplement. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the
Funding Agents also represents that it will, independently and without reliance upon the
Administrative Agent or any other Non-Conduit Purchaser, CP Conduit Purchaser, APA Bank or Funding
Agent, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Indenture Supplement and the other Transaction Documents, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Issuer, the Administrator, SPV, Holdings, the
Origination Trust and the Servicer. Except for notices, reports and other documents expressly
required to be furnished to the Funding Agents by the Administrative Agent hereunder, the
Administrative Agent shall have no duty or responsibility to provide any Non-Conduit Purchaser, any
CP Conduit Purchaser, any APA Bank or any Funding Agent with any credit or other information
concerning the business, operations, property, condition









 



94

(financial or otherwise), prospects or creditworthiness of the Issuer, the Administrator, SPV,
Holdings, the Origination Trust or the Servicer which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.




          SECTION 10.7. Indemnification. Each of the Non-Conduit Purchasers and the APA
Banks in a CP Conduit Purchaser Group agrees to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Issuer and the Administrator and without limiting the
obligation of the Issuer and the Administrator to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought under this
Section 10.7 (or if indemnification is sought after the date upon which the Commitments
shall have terminated and the Purchaser Group Invested Amounts shall have been reduced to zero,
ratably in accordance with their Commitment Percentages immediately prior to such date of payment),
from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against the Administrative Agent in any way relating to or
arising out of this Indenture Supplement, any of the other Transaction Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Non-Conduit Purchaser, APA Bank or Funding Agent shall be
liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from the
Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section
shall survive the payment of all amounts payable hereunder.



          SECTION 10.8. The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Issuer, the Administrator or any of their Affiliates as
though the Administrative Agent were not the Administrative Agent hereunder. With respect to any
Series 2011-1 Investor Note held by the Administrative Agent, the Administrative Agent shall have
the same rights and powers under this Indenture Supplement and the other Transaction Documents as
any APA Bank or Funding Agent and may exercise the same as though it were not the Administrative
Agent, and the terms “APA Bank,” and “Funding Agent” shall include the Administrative Agent in its
individual capacity.



          SECTION 10.9. Resignation of Administrative Agent; Successor Administrative
Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30
days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Indenture Trustee, the Issuer
and the Administrator. The Administrative Agent may be removed at any time by resolution of the
Series 2011-1 Required Investor Noteholders, removing the Administrative Agent and appointing from
among the Funding Agents a successor administrative agent, which successor administrative agent
shall be approved by the Issuer and the Administrator (which approval shall not be unreasonably
withheld), delivered to the Administrative Agent, the Indenture Trustee and the Administrator. If
JPMorgan Chase shall resign as Administrative Agent under this Indenture Supplement, then the
Series 2011-1 Required Investor Noteholders









 



95

shall promptly appoint a successor administrative agent from among the Funding Agents, which
successor administrative agent shall be approved by the Issuer and the Administrator (which
approval shall not be unreasonably withheld). If no successor administrative agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the Administrative
Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Issuer
and the Administrator, a successor agent from among the Non-Conduit Purchasers and the Funding
Agents. If no successor administrative agent has accepted appointment as Administrative Agent by
the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the
Administrator shall assume and perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Series 2011-1 Required Investor Noteholders appoint a successor
agent as provided for above. Effective upon the appointment of a successor administrative agent,
such successor administrative agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative
agent effective upon such appointment and approval, and the former Administrative Agent’s rights,
powers and duties as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to this Indenture
Supplement. After any retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Indenture Supplement.




ARTICLE 11




THE FUNDING AGENTS



          SECTION 11.1. Appointment. Each CP Conduit Purchaser and each APA Bank with
respect to such CP Conduit Purchaser hereby irrevocably designates and appoints the Funding Agent
set forth next to such CP Conduit Purchaser’s name on Schedule I as the agent of such Person under
this Indenture Supplement and irrevocably authorizes such Funding Agent, in such capacity, to take
such action on its behalf under the provisions of this Indenture Supplement and to exercise such
powers and perform such duties as are expressly delegated to such Funding Agent by the terms of
this Indenture Supplement, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Indenture Supplement, each Funding
Agent shall not have any duties or responsibilities except those expressly set forth herein, or any
fiduciary relationship with any CP Conduit Purchaser or APA Bank and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture
Supplement or otherwise exist against each Funding Agent.



          SECTION 11.2. Delegation of Duties. Each Funding Agent may execute any of its
duties under this Indenture Supplement by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent
shall not be responsible to the CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser
Group for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.









 



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          SECTION 11.3. Exculpatory Provisions. Each Funding Agent and any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall not be (i) liable for
any action lawfully taken or omitted to be taken by it or such Person under or in connection with
the Base Indenture or this Indenture Supplement (except to the extent that any of the foregoing are
found by a final and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the CP Conduit Purchasers and/or APA Banks for any recitals, statements,
representations or warranties made by the Issuer, the Administrator, the Administrative Agent, or
any officer thereof contained in this Indenture Supplement or any other Transaction Document or in
any certificate, report, statement or other document referred to or provided for in, or received by
such Funding Agent under or in connection with, this Indenture Supplement or any other Transaction
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Indenture Supplement, any other Transaction Document, or for any failure of any of the Issuer,
the Administrator, SPV, Holdings, the Origination Trust, the Servicer or the Administrative Agent
to perform its obligations hereunder or thereunder. Each Funding Agent shall not be under any
obligation to the CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser Group to
ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Indenture Supplement, any other Transaction Document, the Loan Note, the
SUBI Certificates, the Sold Units or the Fleet Receivables or to inspect the properties, books or
records of the Issuer, the Administrator, SPV, Holdings, the Origination Trust, the Servicer or the
Administrative Agent.



          SECTION 11.4. Reliance by Each Funding Agent. Each Funding Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Issuer or the Administrator), independent
accountants and other experts selected by such Funding Agent. Each Funding Agent shall be fully
justified in failing or refusing to take any action under this Indenture Supplement or any other
Transaction Document unless it shall first receive such advice or concurrence of the Related
Purchaser Group, as it deems appropriate or it shall first be indemnified to its satisfaction by
the Related Purchaser Group against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action.



          SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the
occurrence of any Amortization Event or Potential Amortization Event, any Event of Default or
Default, any Termination Event or any Servicer Default unless such Funding Agent has received
written notice from a Non-Conduit Purchaser, a CP Conduit Purchaser, an APA Bank, the Issuer, the
Administrator, the Servicer, SPV, Holdings, or the Origination Trust referring to the Indenture or
this Indenture Supplement, describing such Amortization Event or Potential Amortization Event,
Event of Default or Default, Termination Event or Servicer Default or and stating that such notice
is a “notice of an Amortization Event or Potential Amortization Event,” “notice of an Event of
Default or Default,” “notice of a Termination Event” or “notice of a Servicer Default”, as the case
may. In the event that any Funding Agent receives such a notice, such Funding Agent shall give
notice thereof to the CP Conduit Purchaser









 



97

and APA Banks in its CP Conduit Purchaser Group. Such Funding Agent shall take such action
with respect to such event as shall be reasonably directed by the CP Conduit Purchaser and APA
Banks in its CP Conduit Purchaser Group, provided that unless and until such Funding Agent
shall have received such directions, such Funding Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such event as it shall deem
advisable in the best interests of the CP Conduit Purchaser and APA Banks in its CP Conduit
Purchaser Group.




          SECTION 11.6. Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser
Groups. Each CP Conduit Purchaser and each of the related APA Banks expressly acknowledge that
neither its Funding Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates has made any representations or warranties to it and that no act by such Funding
Agent hereinafter taken, including any review of the affairs of the Issuer shall be deemed to
constitute any representation or warranty by such Funding Agent to any such Person. Each CP
Conduit Purchaser and each of the related APA Banks represents to its Funding Agent that it has,
independently and without reliance upon such Funding Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and creditworthiness of the Issuer,
the Administrator, SPV, Holdings, the Origination Trust and the Servicer. Each CP Conduit
Purchaser and each of the related APA Banks also represents that it will, independently and without
reliance upon its Funding Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Indenture Supplement and the other Transaction Documents,
and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other conditions and creditworthiness of the Issuer, the
Administrator, SPV, Holdings, the Origination Trust and the Servicer.



          SECTION 11.7. Indemnification. Each APA Bank in a CP Conduit Purchaser Group
agrees to indemnify its Funding Agent in its capacity as such (to the extent not reimbursed by the
Issuer and the Administrator and without limiting the obligation of the Issuer and the
Administrator to do so), ratably according to its respective APA Bank Percentage in effect on the
date on which indemnification is sought under this Section 11.7 (or if indemnification is
sought after the date upon which the Commitments shall have been terminated, ratably in accordance
with its APA Bank Percentage at the time of termination) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted
against such Funding Agent in any way relating to or arising out of this Indenture Supplement, any
of the other Transaction Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken or omitted by such
Funding Agent under or in connection with any of the foregoing; provided that no APA Bank
shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted from such related
Funding Agent’s gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of all amounts payable hereunder.









 



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ARTICLE 12




MISCELLANEOUS



          SECTION 12.1. 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 12.2. 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.



          SECTION 12.3. Further Assurances. Each of the Issuer, the Administrator 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 Administrative Agent more fully to effect the purposes of this Indenture Supplement and the
sale of the Series 2011-1 Investor Notes hereunder. The Issuer hereby authorizes the
Administrative Agent 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
2011-1 Collateral.



          SECTION 12.4. Payments. Each payment to be made hereunder shall be made on
the required payment date in lawful money of the United States and in immediately available funds,
if to a CP Conduit Purchaser Group, at the office of the Funding Agent with respect to such CP
Conduit Purchaser Group set forth in Section 12.9, and, if to a Non-Conduit Purchaser
Group, at the office of the Related Non-Conduit Purchaser set forth in Section 12.9.



          SECTION 12.5. Costs and Expenses. The Administrator agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, reasonable fees and disbursements of counsel to the Administrative Agent) and of each
Purchaser Group and each Class B Note Purchaser (including in connection with the preparation,
execution and delivery of this Indenture Supplement the reasonable fees and disbursements of
counsel to such Purchaser Group or Class B Note Purchaser) in connection with (i) the preparation,
execution, delivery and administration (including periodic auditing and any requested amendments,
waivers or consents) of this Indenture Supplement, the Indenture and the other Transaction
Documents and amendments or waivers of any such documents and (ii) the enforcement by the
Administrative Agent, any Non-Conduit Purchaser, any Funding Agent or any Class B Note Purchaser of
the obligations and liabilities of the Issuer, the Administrator, SPV, Holdings, the Origination
Trust, VMS, the Back-up Servicer and the Servicer under the Indenture, this Indenture Supplement or
the other Transaction Documents and all costs and









 



99

expenses, if any (including reasonable counsel fees and expenses), in connection with the
enforcement of this Agreement and the other Transaction Documents.




          SECTION 12.6. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Indenture Trustee, the Administrative Agent, any
Non-Conduit Purchaser, any Funding Agent, any CP Conduit Purchaser, any APA Bank or any Class B
Note Purchaser, 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 12.7. Amendments. (a) This Indenture Supplement may be amended in
writing from time to time by the Administrator, the Issuer and the Indenture Trustee, with the
consent of the Series 2011-1 Majority in Interest; provided that, notwithstanding the foregoing,
without the consent of each Non-Conduit Purchaser, each CP Conduit Purchaser and each APA Bank and,
except in the case of clause (ii)(B) or (ii)(C) (except with respect to any amendment to Section
7.3), each Class B Note Purchaser, no such amendment shall:




     (i) reduce the percentage of Series 2011-1 Investor Noteholders whose consent
is required to take any particular action hereunder;




     (ii) (A) extend the due date for, or reduce the amount of any scheduled
repayment or prepayment of principal of or interest on any Series 2011-1 Investor
Note (or reduce the principal amount of or rate of interest on any Series 2011-1
Investor Note); provided, however, that (x) the Class B Note Margin may be reduced
or the rate of interest on the Class B Investor Notes may otherwise be reduced
without the consent of any Non-Conduit Purchaser, CP Conduit Purchaser or APA Bank
and (y) the rate of interest on the Class A Investor Notes may be reduced without
the consent of any Class B Note Purchaser;




     (B) extend the due date for, or reduce the amount of any Commitment Fee
payable hereunder;




     (C) change the calculation of any Article 7 Costs or other amounts
payable by the Issuer to the Non-Conduit Purchasers, the CP Conduit
Purchasers, APA Banks or Program Support Providers hereunder;




     (D) modify Section 5A.4(c);




     (E) approve the assignment or transfer by the Issuer of any of its
rights or obligations hereunder or under any other Transaction Document to
which it is a party except pursuant to the express terms hereof or thereof;




     (F) release any obligor under any Transaction Document to which it is a
party except pursuant to the express terms of such Transaction Document;









 



100



     (G) amend or otherwise modify any Amortization Event or any defined
term referred to therein;




     (H) amend or otherwise modify the Series 2011-1 Required Asset Amount,
the Series 2011-1 Required Overcollateralization Amount, the Series 2011-1
Required Enhancement Amount or any defined term referred to therein; or




     (I) permit the creation of any Lien ranking prior to or on a parity
with the Indenture Trustee’s Lien on the Series 2011-1 Collateral, release
such Lien except pursuant to the express terms hereof or deprive any Series
2011-1 Investor Noteholder of the security afforded by such Lien; and




     (iii) modify Section 12.7(a).



          (b) Any amendment hereof can be effected without the Administrative Agent’s being party
thereto; provided, however, that no such amendment, modification or waiver of this
Indenture Supplement that affects rights or duties of the Administrative Agent shall be effective
unless the Administrative Agent shall have given its prior written consent thereto.



          (c) The Administrator shall provide prior notice of any amendment hereof to the Rating
Agencies. Promptly after the execution of any amendment hereof, the Administrator shall mail to
each of the Non-Conduit Purchasers, the Funding Agents, each Class B Note Purchaser and each Rating
Agency a copy thereof.



          SECTION 12.8. Severability. If any provision hereof is void or unenforceable
in any jurisdiction, such voidness or unenforceability shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof
in such or any other jurisdiction.



          SECTION 12.9. Notices. All notices, requests, instructions and demands to or
upon any party hereto to be effective shall be given (i) in the case of the Issuer, the
Administrator and the Indenture Trustee, in the manner set forth in Section 13.4 of the
Base Indenture and (ii) in the case of the Administrative Agent, the Non-Conduit Purchasers, the CP
Conduit Purchasers, the APA Banks, the Funding Agents and the Class B Note Purchasers, in writing,
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made
when delivered by hand or three days after being deposited in the mail, postage prepaid, in the
case of facsimile notice, when received, or in the case of overnight air courier, one Business Day
after the date such notice is delivered to such overnight courier, addressed as follows in the case
of the Administrative Agent and to the addresses therefor set forth in Schedule I or in the
Transfer Supplement or Purchaser Group Supplement pursuant to which it became a party to this
Indenture Supplement, in the case of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA
Banks and the Funding Agents, or in Schedule II, in the case of the Class B Note Purchasers; or to
such other address as may be hereafter notified by the respective parties hereto:









 



101


	 	 	 

	          Administrative Agent:  

	 	JPMorgan Chase Bank, N.A.
	 

	 	c/o J.P. Morgan Securities LLC
	 

	 	10 South Dearborn, 13th Floor
	 

	 	Chicago, Illinois 60670
	 

	 	Attention: Asset-Backed Finance
	 

	 	Fax (312) 732-3600






          SECTION 12.10. Successors and Assigns. (a) This Indenture Supplement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns, except that (i) the Issuer may not assign or transfer any of its rights under this
Indenture Supplement without the prior written consent of all of the Series 2011-1 Investor
Noteholders, (ii) no Non-Conduit Purchaser may assign or transfer any of its rights under this
Indenture Supplement other than pursuant to paragraph (e), (f) or (h) below of this Section
12.10, (iii) no CP Conduit Purchaser may assign or transfer any of its rights under this
Indenture Supplement other than in accordance with the Asset Purchase Agreement with respect to
such CP Conduit Purchaser or otherwise to the APA Bank with respect to such CP Conduit Purchaser or
a Program Support Provider with respect to such CP Conduit Purchaser or pursuant to paragraph (b)
or (e) below of this Section 12.10, (iv) no APA Bank may assign or transfer any of
its rights or obligations under this Indenture Supplement except to a Program Support Provider or
pursuant to paragraph (c), (d), (e) or (h) below of this Section 12.10 and (v) no Class B
Investor Noteholder may assign or transfer any of its rights or obligations under this Indenture
Supplement or in respect of its Class B Investor Note except pursuant to paragraph (g) or (h) below
of this Section 12.10.



          (b) Without limiting the foregoing, each CP Conduit Purchaser may assign all or a portion of
the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and
obligations under this Indenture Supplement and any other Transaction Documents to which it is a
party to a Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently
with the effectiveness of any such assignment (or if impracticable, immediately thereafter), the
assigning CP Conduit Purchaser shall notify the Administrative Agent, the Issuer, the Indenture
Trustee and the Administrator thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit
Assignee, (A) such Conduit Assignee shall be the owner of the Purchaser Group Invested Amount or
such portion thereof with respect to such CP Conduit Purchaser, (B) the related administrative or
managing agent for such Conduit Assignee will act as the administrative agent for such Conduit
Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the
Funding Agent hereunder or under the other Transaction Documents, (C) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related parties shall have
the benefit of all the rights and protections provided to such CP Conduit Purchaser herein and in
the other Transaction Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee shall assume all of
such CP Conduit Purchaser’s obligations, if any, hereunder or under the Base Indenture or under any
other Transaction Document with respect to such portion of the Purchaser Group Invested Amount and
such CP Conduit Purchaser shall be released from such obligations, (E) all distributions in respect
of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit
Purchaser shall be made to the applicable agent or administrative









 



102

agent, as applicable, on behalf of such Conduit Assignee, (F) the definitions of the terms
“Class A Monthly Funding Costs” and “Discount” shall be determined in the manner set forth in the
definition of “Class A Monthly Funding Costs” and “Discount” applicable to such CP Conduit
Purchaser on the basis of the interest rate or discount applicable to commercial paper issued by
such Conduit Assignee (rather than such CP Conduit Purchaser), (G) the defined terms and other
terms and provisions of this Indenture Supplement, the Base Indenture and the other Transaction
Documents shall be interpreted in accordance with the foregoing, and (H) if requested by the
Administrative Agent or the agent or administrative agent with respect to the Conduit Assignee, the
parties will execute and deliver such further agreements and documents and take such other actions
as the Administrative Agent or such agent or administrative agent may reasonably request to
evidence and give effect to the foregoing.




          (c) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell all or any part of its rights and obligations under this Indenture Supplement
and the Class A Investor Notes, with the prior written consent of the Administrative Agent, the
Issuer and the Administrator (in each case, which consent shall not be unreasonably withheld), to
one or more banks (an “Acquiring APA Bank”) pursuant to a transfer supplement,
substantially in the form of Exhibit I (the “Transfer Supplement”), executed by such
Acquiring APA Bank, such assigning APA Bank, the Funding Agent with respect to such APA Bank, the
Administrative Agent, the Issuer and the Administrator and delivered to the Administrative Agent.
Notwithstanding the foregoing, no APA Bank shall so sell its rights hereunder if such Acquiring APA
Bank is not an Eligible Assignee.



          (d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell to one or more financial institutions or other entities (“APA Bank
Participants”) participations in its APA Bank Percentage of the Commitment of the APA Banks in
its CP Conduit Purchaser Group, its APA Bank Percentage of the Class A Investor Note of its CP
Conduit Purchaser Group and its rights hereunder pursuant to documentation in form and substance
satisfactory to such APA Bank and the APA Bank Participant; provided, however, that
(i) in the event of any such sale by an APA Bank to an APA Bank Participant, (A) such APA Bank’s
obligations under this Indenture Supplement shall remain unchanged, (B) such APA Bank shall remain
solely responsible for the performance thereof and (C) the Issuer and the Administrative Agent
shall continue to deal solely and directly with such APA Bank in connection with its rights and
obligations under this Indenture Supplement and (ii) no APA Bank shall sell any participating
interest under which the APA Bank Participant shall have rights to approve any amendment to, or any
consent or waiver with respect to, this Indenture Supplement or any Transaction Document, except to
the extent that the approval of such amendment, consent or waiver otherwise would require the
unanimous consent of all APA Banks hereunder. An APA Bank Participant shall have the right to
receive Article 7 Costs but only to the extent that the related selling APA Bank would have had
such right absent the sale of the related participation.



          (e) Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at
any time sell all or any part of their respective rights and obligations, and any Non-Conduit
Purchaser may at any time sell all or any part of its rights and obligations, under this Indenture
Supplement and the Class A Investor Notes, with the prior written consent of the Administrative
Agent, the Issuer and the Administrator (in each case, which consent shall









 



103

not be unreasonably withheld), to a multi-seller commercial paper conduit and one or more
banks providing support to such multi-seller commercial paper conduit or to a financial institution
or other entity (an “Acquiring Purchaser Group”) pursuant to a transfer supplement,
substantially in the form of Exhibit J (the “Purchaser Group Supplement”), executed by such
Acquiring Purchaser Group, the Funding Agent, if any, with respect to such Acquiring Purchaser
Group (including the CP Conduit Purchaser and the APA Banks, if any, with respect to such Acquiring
Purchaser Group), such assigning Purchaser Group (including the CP Conduit Purchaser and the APA
Banks, if any, with respect to such assigning Purchaser Group and the Funding Agent, if any, with
respect to such assigning Purchaser Group) and the Administrative Agent, the Issuer and the
Administrator and delivered to the Administrative Agent.




          (f) Any Non-Conduit Purchaser may, in the ordinary course of its business and in accordance
with applicable law, at any time sell to one or more financial institutions or other entities
(“Non-Conduit Purchaser Participants”) participations in its Commitment, its Class A
Investor Note and its rights hereunder pursuant to documentation in form and substance satisfactory
to such Non-Conduit Purchaser and the Non-Conduit Purchaser Participant; provided,
however, that (i) in the event of any such sale by a Non-Conduit Purchaser to a Non-Conduit
Purchaser Participant, (A) such Non-Conduit Purchaser’s obligations under this Indenture Supplement
shall remain unchanged, (B) such Non-Conduit Purchaser shall remain solely responsible for the
performance thereof and (C) the Issuer and the Administrative Agent shall continue to deal solely
and directly with such Non-Conduit Purchaser in connection with its rights and obligations under
this Indenture Supplement and (ii) no Non-Conduit Purchaser shall sell any participating interest
under which the Non-Conduit Purchaser Participant shall have rights to approve any amendment to, or
any consent or waiver with respect to, this Indenture Supplement or any Transaction Document,
except to the extent that the approval of such amendment, consent or waiver otherwise would require
the unanimous consent of all Class A Investor Noteholders hereunder. A Non-Conduit Purchaser
Participant shall have the right to receive Article 7 Costs but only to the extent that the related
selling Non-Conduit Purchaser would have had such right absent the sale of the related
participation.



          (g) Any Class B Note Purchaser may in accordance with applicable law, at any time sell all or
any part of its rights and obligations under this Indenture Supplement and its Class B Investor
Notes to one or more Persons (an “Acquiring Class B Note Purchaser”), with the prior
written consent of the Issuer and the Administrator (in each case, which consent shall not be
unreasonably withheld) pursuant to a transfer supplement substantially in the form of Exhibit K
(the “Class B Note Transfer Supplement”), executed by such Acquiring Class B Note
Purchaser, such assigning Class B Note Purchaser, the Issuer and the Administrator. Any Class B
Note Purchaser may, in the ordinary course of its business and in accordance with applicable law,
at any time sell to one or more financial institutions or other entities (“Class B
Participants”) participations in its Class B Investor Note and its rights hereunder pursuant to
documentation in form and substance satisfactory to such Class B Note Purchaser and the Class B
Participant; provided, however, that (i) the Issuer and the Administrator shall
continue to deal solely and directly with such Class B Note Purchaser in connection with its rights
and obligations under this Indenture Supplement and its Class B Investor Note and (ii) no Class B
Note Purchaser shall sell any participating interest under which the Class B Participant shall have
rights to approve any amendment to, or any consent or waiver with respect to, this Indenture
Supplement or any Transaction Document, except to the extent that the approval of such amendment,
consent or









 



104

waiver otherwise would require the unanimous consent of all Class B Note Purchasers hereunder.
A Class B Participant shall have the right to receive Article 7 Costs but only to the extent that
the related selling Class B Note Purchaser would have had such right absent the sale of the related
participation.




          (h) Notwithstanding any other provision of this Indenture Supplement to the contrary, (i) any
Non-Conduit Purchaser, any APA Bank or any Program Support Provider may at any time pledge or grant
a security interest in all or any portion of its rights under its Class A Investor Note and this
Indenture Supplement to secure obligations of such Non-Conduit Purchaser, such APA Bank or such
Program Support Provider to a Federal Reserve Bank, without notice to or consent of the
Administrative Agent, the Issuer or the Administrator, and (ii) any Class B Note Purchaser may at
any time pledge or grant a security interest in all or any portion of its rights under its Class B
Investor Note and this Indenture Supplement to secure obligations of such Class B Note Purchaser to
a Federal Reserve Bank, without notice to or consent of the Issuer or the Administrator;
provided that no such pledge or grant of a security interest shall release a Non-Conduit
Purchaser, an APA Bank or a Class B Note Purchaser from any of its obligations hereunder or
substitute any such pledgee or grantee for such Non-Conduit Purchaser, such APA Bank or such Class
B Note Purchaser as a party hereto.



          (i) For so long as any of the Series 2011-1 Investors Notes are “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act, the Administrator agrees to provide to any
Series 2011-1 Investor Noteholder and to any prospective purchaser of Series 2011-1 Investor Notes
designated by such Series 2011-1 Investor Noteholder upon the request of such Series 2011-1
Investor Noteholder or prospective purchaser, any information required to be provided to such
holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the
Securities Act.



          SECTION 12.11. Securities Laws. Each Non-Conduit Purchaser, CP Conduit
Purchaser, APA Bank and Class B Note Purchaser hereby represents and warrants to the Issuer that it
is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act and has sufficient assets to bear the economic risk of, and sufficient knowledge and
experience in financial and business matters to evaluate the merits and risks of, its investment in
a Series 2011-1 Investor Note. Each Non-Conduit Purchaser, CP Conduit Purchaser, each APA Bank and
each Class B Note Purchaser agrees that its Series 2011-1 Investor Note will be acquired for
investment only and not with a view to any public distribution thereof, and that such Non-Conduit
Purchaser, CP Conduit Purchaser, APA Bank or Class B Note Purchaser will not offer to sell or
otherwise dispose of its Series 2011-1 Investor Note (or any interest therein) in violation of any
of the registration requirements of the Securities Act, or any applicable state or other securities
laws. Each Non-Conduit Purchaser, CP Conduit Purchaser, each APA Bank and each Class B Note
Purchaser acknowledges that it has no right to require the Issuer to register its Series 2011-1
Investor Note under the Securities Act or any other securities law. Each Non-Conduit Purchaser, CP
Conduit Purchaser, each APA Bank and each Class B Note Purchaser hereby confirms and agrees that in
connection with any transfer by it of an interest in the Series 2011-1 Investor Note, such
Non-Conduit Purchaser, CP Conduit Purchaser, APA Bank or Class B Note Purchaser has not engaged and
will not engage in a general solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper, magazine or similar media or
broadcast over radio









 



105

or television, or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.




          SECTION 12.12. Adjustments; Set-off. (a) If any member of a Purchaser Group
(a “Benefitted Purchaser Group”) shall at any time receive in respect of its Purchaser
Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest
thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off or otherwise) in a greater proportion than any such distribution received by any other
Purchaser Group, if any, in respect of such other Purchaser Group’s Purchaser Group Invested
Amount, or interest thereon, such Benefitted Group Purchaser shall purchase for cash from the other
Purchaser Group such portion of such other Purchaser Group’s interest in the Class A Investor
Notes, or shall provide such other Purchaser Group with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such Benefitted Purchaser Group to share the
excess payment or benefits of such collateral or proceeds ratably with the other Purchaser Group;
provided, however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Purchaser Group, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but without interest.
The Issuer agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s
Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Purchaser Group were the direct
holder of such portion.



          (b) In addition to any rights and remedies of the Purchaser Groups provided by law, each
member of a Purchaser Group shall have the right, without prior notice to the Issuer, any such
notice being expressly waived by the Issuer to the extent permitted by applicable law, upon any
amount becoming due and payable by the Issuer hereunder or under the Class A Investor Notes to
set-off and appropriate and apply against any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such member to or for the credit or the account of the Issuer. Each
Non-Conduit Purchaser, each CP Conduit Purchaser and each APA Bank agrees promptly to notify the
Issuer and the Administrative Agent after any such set-off and application made by such Person;
provided that the failure to give such notice shall not affect the validity of such set-off
and application.



          SECTION 12.13. Counterparts. This Indenture Supplement may be executed in any
number of counterparts and by the different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement.



          SECTION 12.14. No Bankruptcy Petition. (a) Each of the Administrative Agent,
the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks, the Funding Agents and the
Class B Note Purchasers hereby covenants and agrees that, prior to the date which is one year and
one day after the later of (i) the last day of the Series 2011-1 Amortization Period and (ii) the
last day of the amortization period of any other Outstanding Series, it will not institute against,
or join any other Person in instituting against, the Issuer any involuntary,









 



106

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




          (b) The Issuer, the Administrator, the Indenture Trustee, the Administrative Agent, each
Non-Conduit Purchaser, each Funding Agent, each APA Bank and each Class B Note Purchaser hereby
covenants and agrees that, prior to the date which is one year and one day after the payment in
full of all outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser,
it will not institute against, or join any other Person in instituting against, such CP Conduit
Purchaser (or the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any
involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other similar proceedings under any federal or state bankruptcy or similar law.



          (c) The Issuer, the Administrator, the Indenture Trustee, the Administrative Agent, each
Non-Conduit Purchaser, each CP Conduit Purchaser, each APA Bank, each Funding Agent and each Class
B Note Purchaser 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.



          (d) 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 12.15. SUBIs. The Issuer, the Administrator, the Administrative
Agent, each Non-Conduit Purchaser, each CP Conduit Purchaser, each APA Bank, each Funding Agent and
each Class B Note Purchaser 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









 



107

UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or
any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to
maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet
Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the
Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable
SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in
the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or
contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to
the Origination Trust a non-petition covenant substantially similar to that set forth in Section
6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each
holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or
SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI
and each other SUBI Portfolio and in the event that such release is not given effect, to fully
subordinate all claims it may be deemed to have against the assets of the Origination Trust
allocated to the UTI Portfolio and each other SUBI Portfolio.




          SECTION 12.16. Discharge of Indenture. Notwithstanding anything to the
contrary contained in the Base Indenture, no discharge of the Indenture pursuant to Section
12.1(b) of the Base Indenture will be effective as to the Series 2011-1 Investor Notes without
the consent of the Series 2011-1 Required Investor Noteholders.



          SECTION 12.17. Limited Recourse. (a) Notwithstanding anything to the contrary
contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are
solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as
funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to
pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to
pay such obligations, the claims relating thereto shall not constitute a claim against such CP
Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any
claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP
Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper.



          (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser
contained herein shall be had against any incorporator, stockholder, officer, director, employee or
agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to
such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Indenture Supplement is solely a corporate obligation of such CP Conduit
Purchaser individually, and that no personal liability whatever shall attach to or be incurred by
any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser,
its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its
Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the
obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches by such CP Conduit
Purchaser of any of such obligations, covenants or agreements, either at common law or at equity,
or by statute, rule or regulation, of every such incorporator, stockholder, officer, director,
employee or agent is hereby expressly waived as a









 



108

condition of and in consideration for the execution of this Indenture Supplement;
provided that the foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions
of this Section 12.17 shall survive termination of this Indenture Supplement.




          SECTION 12.18. Waiver of Setoff. Notwithstanding any other provision of this
Indenture Supplement or any other agreement to the contrary, all payments to the Purchasers
hereunder shall be made without set-off or counterclaim.



          SECTION 12.19. Conflict of Instructions. In the event the Issuer and the
Administrator shall have delivered conflicting instructions to the Indenture Trustee or the
Administrative Agent to take or refrain from taking action hereunder, the Indenture Trustee or the
Administrative Agent, as the case may be, shall follow the instructions of the Issuer.



          SECTION 12.20. JPMorgan Chase Conflict Waiver. JPMorgan Chase acts as the
Funding Agent with respect to one or more of the CP Conduit Purchasers (collectively,
“Conduit”) and as administrative agent for Conduit, as issuing and paying agent for
Conduit’s Commercial Paper, as provider of other backup facilities for Conduit, and may provide
other services or facilities from time to time (the “JPMorgan Chase Roles”). Each of the
parties hereto hereby acknowledges and consents to any and all JPMorgan Chase Roles, waives any
objections it may have to any actual or potential conflict of interest caused by JPMorgan Chase’s
acting as the Funding Agent with respect to Conduit or as the APA Bank with respect to Conduit and
acting as or maintaining any of the JPMorgan Chase Roles, and agrees that in connection with any
JPMorgan Chase Role, JPMorgan Chase may take, or refrain from taking, any action which it in its
discretion deems appropriate.



          SECTION 12.21. Confidential Information.



          (a) The Indenture Trustee and each Series 2011-1 Investor Noteholder will maintain the
confidentiality of all Confidential Information in accordance with procedures adopted by the
Indenture Trustee or such Series 2011-1 Investor Noteholder in good faith to protect Confidential
Information of third parties delivered to such Person; provided, that such Person may deliver or
disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees,
agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential
the Confidential Information substantially in accordance with the terms of this Section
12.21; (ii) such Person’s financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the terms of this
Section 12.21; (iii) any other Series 2011-1 Investor Noteholder; (iv) any Person of the
type that would, to such Person’s knowledge, be permitted to acquire Series 2011-1 Investor Notes
in accordance with the requirements of the Indenture to which such Person sells or offers to sell
any such Series 2011-1 Note or any part thereof or any participation therein that agrees to hold
confidential the Confidential Information substantially in accordance with this Section
12.21 (or in accordance with such other confidentiality procedures as are acceptable to the
Issuer); (v) any federal or state or other regulatory, governmental or judicial authority having
jurisdiction over such Person; (vi) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that requires access to
information about the investment portfolio of such Person; (vii) such Person’s reinsurers,









 



109

liquidity providers, credit providers, investors or potential investors or the directors,
trustees, officers, employees, agents, attorneys, independent or internal auditors, financial
advisors or other professional advisors of such reinsurers, liquidity providers, credit providers,
investors or potential investors who, in each case, agree to hold confidential the Confidential
Information substantially in accordance with this Section 12.21 (or in accordance with such
other confidentiality procedures as are acceptable to the Issuer); (viii) any Person acting as a
placement agent or dealer with respect to any Commercial Paper (provided that any Confidential
Information provided to any such placement agent or dealer does not reveal the identity of PHH or
any of its Affiliates); (ix) any other Person with the consent of the Issuer; or (x) any other
Person to which such delivery or disclosure may be necessary or appropriate (A) to effect
compliance with any law, rule, regulation, statute or order applicable to such Person, (B) in
response to any subpoena or other legal process upon prior notice to the Issuer (unless prohibited
by applicable law, rule, order or decree or other requirement having the force of law), (C) in
connection with any litigation to which such Person is a party upon prior notice to the Issuer
(unless prohibited by applicable law, rule, order or decree or other requirement having the force
of law) or (D) if an Amortization Event has occurred and is continuing, to the extent such Person
may reasonably determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under the Series 2011-1 Investor
Notes, the Indenture or any other Related Document; and provided, further, however, that delivery
to Series 2011-1 Investor Noteholders of any report or information required by the terms of the
Indenture to be provided to Series 2011-1 Investor Noteholders shall not be a violation of this
Section 12.21. Each Series 2011-1 Investor Noteholder agrees, except as set forth in
clauses (v), (vi) and (x) above, that it shall use the Confidential Information for the sole
purpose of making an investment in the Series 2011-1 Investor Notes or administering its investment
in the Series 2011-1 Investor Notes. In the event of any required disclosure of the Confidential
Information by such Series 2011-1 Investor Noteholder, such Series 2011-1 Investor Noteholder
agrees to use reasonable efforts to protect the confidentiality of the Confidential Information.
Each Series 2011-1 Investor Noteholder, by its acceptance of a Series 2011-1 Note, will be deemed
to have agreed to be bound by and to be entitled to the benefits of this Section 12.21.




          (b) For the purposes of this Section 12.21, “Confidential Information” means
information delivered to the Indenture Trustee or any Series 2011-1 Investor Noteholder by or on
behalf of the Issuer in connection with and relating to the transactions contemplated by or
otherwise pursuant to the Indenture and the Transaction Documents; provided, that such term does
not include information that: (i) was publicly known or otherwise known to the Indenture Trustee
or such Series 2011-1 Investor Noteholder prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Indenture Trustee, any Series 2011-1
Investor Noteholder or any person acting on behalf of the Indenture Trustee or any Series 2011-1
Investor Noteholder; (iii) otherwise is known or becomes known to the Indenture Trustee or any
Series 2011-1 Investor Noteholder other than (x) through disclosure by the Issuer or (y) as a
result of the breach of a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv)
is allowed to be treated as non-confidential by consent of the Issuer.









 



 


          IN WITNESS WHEREOF, the Issuer, the Administrator, the Administrative Agent, the Non-Conduit
Purchasers, the CP Conduit Purchasers, the APA Banks, the Funding Agents, the Class B Note
Purchasers 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	 
	 
	 	PHH VEHICLE MANAGEMENT SERVICES, LLC

 	 
	 	By:  	/s/ Mark E. Johnson	 
	 	 	Name:  	 Mark E. Johnson	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	JPMORGAN CHASE BANK, N.A., as 

     Administrative Agent

 	 
	 	By:  	/s/ Alex Louis-Jeune	 
	 	 	Name:  	Alex Louis-Jeune	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF NEW YORK MELLON, as 

     Indenture Trustee

 	 
	 	By:  	/s/ Jared Fischer	 
	 	 	Name:  	Jared Fischer	 
	 	 	Title:  	Senior Associate	 
	 










 





	 	 	 	 	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC,

 as a CP
Conduit Purchaser

 	 
	 	By:  	/s/ Alex Louis-Jeune
 	 
	 	 	Name:  	Alex Louis-Jeune 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,
 as an APA Bank and a
Funding Agent

 	 
	 	By:  	/s/ Alex Louis-Jeune
 	 
	 	 	Name:  	Alex Louis-Jeune 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	MONTEREY FUNDING LLC , as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Phillip A. Martone
 	 
	 	 	Name:  	Phillip A. Martone 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH,

 as an APA Bank and
a Funding Agent

 	 
	 	By:  	/s/ Robert Sheldon
 	 
	 	 	Name:  	Robert Sheldon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/  Katherine Bologna
 	 
	 	 	Name:  	Katherine Bologna 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	SALISBURY RECEIVABLES COMPANY, as a CP Conduit
Purchaser

 	 
	 	By:  	/s/ David Mira
 	 
	 	 	Name:  	David Mira 	 
	 	 	Title:  	Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as an APA Bank and a Funding Agent

 	 
	 	By:  	/s/            Jamie Pratt
 	 
	 	 	Name:  	Jamie Pratt 	 
	 	 	Title:  	Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	THUNDAR BAY FUNDING, LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Janine D. Marsini
 	 
	 	 	Name:  	Janine D. Marsini 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as an APA Bank and a Funding
Agent

 	 
	 	By:  	/s/            Kimberly L. Wagner
 	 
	 	 	Name:  	Kimberly L. Wagner 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                                              /s/   Kevin P. Wilson
 	 
	 	 	Name:  	Kevin P. Wilson 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	CRC FUNDING, LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/            Steven L. Vierengel
 	 
	 	 	Name:  	Steven L. Vierengel 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as an APA Bank and a Funding Agent

 	 
	 	By:  	/s/  Steven L. Vierengel
 	 
	 	 	Name:  	Steven L. Vierengel 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as an APA Bank and a Funding
Agent

 	 
	 	By:  	/s/  Darren Ward
 	 
	 	 	Name:  	Darren Ward 	 
	 	 	Title:  	Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	VARIABLE FUNDING CAPTIAL COMPANY LLC, as a CP Conduit
Purchaser

 	 
	 	By:  	Wells Fargo Securities, LLC as attorney-in-fact
 	 
	 	 	 
	 	By:  	                                              /s/  Douglas R. Wilson, Sr.
 	 
	 	 	Name:  	Douglas R, Wilson, Sr. 	 
	 	 	Title:  	Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an APA
Bank and a Funding Agent

 	 
	 	By:  	/s/ Leah W. Miller
 	 
	 	 	Name:  	Leah W. Miller 	 
	 	 	Title:  	Managing Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	COMPASS US ACQUISITION LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH, as an APA Bank and a
Funding Agent

 	 
	 	By:  	/s/ Laura A. Spichlger
 	 
	 	 	Name:  	Laura A. Spichlger 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                                              /s/            Thomas Irwin
 	 
	 	 	Name:  	Thomas Irwin 	 
	 	 	Title:  	Executive Director 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as a Non-CP
Conduit Purchaser

 	 
	 	By:  	/s/ Jeremy Grubb
 	 
	 	 	Name:  	Jeremy Grubb 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAN PLC, as a Non-CP Conduit
Purchaser

 	 
	 	By:  	/s/ Michael Zappaterrini
 	 
	 	 	Name:  	Michael Zappaterrini 	 
	 	 	Title:  	Vice President 	 
	 



[Series 2011-1 Indenture Supplement]



 









 





	 	 	 	 	 
	 	UBS REAL ESTATE SECURITIES INC., as a Class B Note
Purchaser

 	 
	 	By:  	/s/ C.B. Mulhern
 	 
	 	 	Name:  	C.B. Mulhern 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Grace Kim
 	 
	 	 	Name:  	Grace Kim 	 
	 	 	Title:  	Associate Director 	 
	 



[Series 2011-1 Indenture Supplement]




 












 





SCHEDULE I TO SERIES 2011-1

INDENTURE SUPPLEMENT




LIST OF PURCHASER GROUPS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Maximum Purchaser	 	 
	 	 	 	 	APA Bank	 	 	 	Group Invested	 	 
	CP Conduit Purchaser	 	APA Bank	 	Percentage	 	Funding Agent	 	Amount	 	Match Funding
	Falcon Asset Securitization 

Company LLC 

Alex Louis-Jeune 

383 Madison Avenue 

Floor 31

New York, NY 10179

	 	JPMorgan Chase Bank,
N.A
Alex Louis-Jeune
383 Madison Avenue
Floor 31
New York, NY 10179
	 	 	10	%	 	JPMorgan Chase Bank, N A.
Alex Louis-Jeune
383 Madison Avenue Floor 31
New York, NY 10179
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monterey Funding LLC 

Robert Sheldon 

60 Wall Street, 3rd Fl 

New York, NY 10005

	 	Deutsche Bank AG, New

York Branch

Robert Sheldon

60 Wall Street, 3rd Fl

New York, NY 10005
	 	 	10	%	 	Deutsche Bank AG, New York Branch

Robert Sheldon

60 Wall Street, 3rd Fl

New York, NY 10005
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salisbury Receivables Company
Jamie Pratt
745 7th Ave., 5th Fl
New York, NY 10019

	 	Barclays Bank PLC
Jamie Pratt
745 7th Ave., 5th Fl
New York, NY 10019
	 	 	10	%	 	Barclays Bank PLC

Jamie Pratt

745 7th Ave, 5th Fl

New York, NY 10019
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thunder Bay Funding, LLC 

c/o Global Securitization 

Services, LLC 

68 South Service Road, Ste
120 Melville, NY 11747

	 	Royal Bank of Canada
Lorna Mendelson
Managing Director
1 Liberty Plaza, 5th Floor
New York, NY 10006-1404
	 	 	10	%	 	Royal Bank of Canada
Lorna Mendelson
Managing Director
1 Liberty Plaza, 5th Floor
New York, NY 10006-1404
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	cc. RBC Capital Markets
Attn Conduit Management
Little Falls Centre II
2751 Centerville Rd
Suite 212
Wilmington, DE 19808
	 	 	 	 	 	cc: RBC Capital Markets
Attn: Conduit Management
Little Falls Centre II
2751 Centerville Rd
Suite 212
Wilmington, DE 19808	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRC Funding, LLC 

Steve Vierengel 

388 Greenwich Street, 19th
Fl New York, NY, 10013

	 	Citibank, N.A.
Steve Vierengel
388 Greenwich Street,
19th Fl
New York, NY, 10013
	 	 	10	%	 	Citibank, N.A.
Steve Vierengel
388 Greenwich Street, 19th Fl
New York, NY, 10013
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compass US Acquisition LLC 

Nefertiti Rodney 

Conduit Management Services, 

Deutsche Bank 

60 Wall Street 

NYC60-2606

New York, NY 10005

	 	WestLB AG, New York Branch

Laura Spichiger

250 Greenwich Street,

52nd Fl

New York, NY 10007
	 	 	10	%	 	WestLB AG, New York Branch
Laura Spichiger
250 Greenwich Street,
52nd Fl
New York, NY 10007
	 	$	50,000,000	 	 	 






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Maximum Purchaser	 	 
	 	 	 	 	APA Bank	 	 	 	Group Invested	 	 
	CP Conduit Purchaser	 	APA Bank	 	Percentage	 	Funding Agent	 	Amount	 	Match Funding
	Liberty Street Funding LLC


c/o Global Securitization


Services, LLC


114 West 47th St Suite 2310


New York, New York 10036

	 	The Bank of Nova Scotia


Darren Ward


One Liberty Plaza, 26th Fl


New York, NY 10006
	 	 	10	%	 	The Bank of Nova Scotia
Darren Ward
One Liberty Plaza, 26th Fl
New York, NY 10006
	 	$	50,000,000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Variable Funding Capital  

Company LLC  

Leah Miller  

301 South College Street MAC 

D1053-082  

Charlotte, NC 28202

	 	Wells Fargo Bank,

National Association

Leah Miller

301 South College Street

MAC D1053-082

Charlotte, NC 28202
	 	 	10	%	 	Wells Fargo Bank, National

Association

Leah Miller

301 South College Street MAC

D1053-082

Charlotte, NC 28202
	 	$	50,000,000	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	Maximum
	Non- Conduit Purchaser	 	Address	 	Purchaser Group Invested Amount
	Bank of America, National
Association

	 	Jessica Richmond

214 North Tyron Street

21st Fl

Charlotte, NC 28255
	 	$	50,000,000	 
	 
	 	 	 	 	 	 
	The Royal Bank of Scotland
PLC

	 	Michael Zappaternni

600 Washington Blvd Stamford,

CT 06901
	 	$	50,000,000	 






LIST OF NON-CONDUIT PURCHASERS GROUPS

















 





SCHEDULE II TO SERIES 2011-1

INDENTURE SUPPLEMENT




LIST OF CLASS B NOTE PURCHASERS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum Purchaser	 
	Class B Note Purchaser	 	Address	 	 	Group Invested Amount	 
	UBS Real Estate Securities Inc.
	 	Grace Kim
 UBS AG
 Securitization Group
 677 Washington Blvd.
 Stamford, CT 06901	 		$16,483,516	 



















 





EXHIBIT A

TO SERIES 2011-1

INDENTURE SUPPLEMENT




CHESAPEAKE FUNDING LLC




SERIES 2011-1 FLOATING RATE ASSET BACKED VARIABLE FUNDING

INVESTOR NOTE, CLASS A



          CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of
Delaware (the “Issuer”), for value received, hereby promises to pay to ______________, [as Funding
Agent], or registered assigns, the principal sum of (a) $[________________] or, if less, (b) the
outstanding Purchaser Group Invested Amount for the related Purchaser Group, which principal sum
shall be payable in the amounts and at the times set forth in the Indenture described herein,
provided, however, that the entire unpaid principal amount of this Class A Investor
Note shall be due on the Final Maturity Date. The Issuer will pay interest on the outstanding
principal amount of this Class A Investor Note in accordance with the terms of the Indenture. Such
interest shall be payable on each Payment Date until the principal of this Class A Investor Note is
paid or made available for payment. The principal amount of this Class A Investor Note shall be
subject to Increases and Decreases on any Business Day as set forth in the Indenture, and
accordingly, such principal amount is subject to prepayment at any time. Prior to the commencement
of the Series 2011-1 Amortization Period, other than as a result of a Decrease, only interest
payments on the outstanding principal amount of the Class A Investor Note are required to be made
to the holder hereof. Beginning on the first Payment Date following the commencement of the Series
2011-1 Amortization Period, subject to Decreases on any Business Day, the principal of this Class A
Investor Note shall be paid in installments on each subsequent Payment Date to the extent of funds
available for payment therefor pursuant to the Indenture. Such principal of and interest on this
Class A Investor Note shall be paid in the manner specified on the reverse hereof.



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



          Reference is made to the further provisions of this Class A Investor Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this
Class A Investor Note. Although a summary of certain provisions of the Indenture are set forth
below and on the reverse hereof and made a part hereof, this Class A 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



A-1









 




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 2011-1. 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 Class A 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.



     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:	 	 	 	 






 









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as 

Indenture Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signature	 	 











 









 








REVERSE OF CLASS A INVESTOR NOTE




          This Series 2011-1 Floating Rate Asset Backed Variable Funding Investor Note, Class A, is one
of a duly authorized issue of Series 2011-1 Investor Notes of Chesapeake Funding LLC (the
“Issuer”) designated its “Series 2011-1 Floating Rate Asset Backed Variable Funding
Investor Notes, Class A” (herein called the “Class A 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 2011-1 Indenture
Supplement dated as of June 29, 2011 (as amended or modified, the “Series 2011-1 Indenture
Supplement”) among the Issuer, PHH Vehicle Management Services, LLC, as Administrator, JPMorgan
Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, CP Conduit Purchaser Groups,
Funding Agents and Class B Note Purchasers named therein, and the Indenture Trustee. The Base
Indenture and the Series 2011-1 Indenture Supplement are referred to herein as the
“Indenture.” The Class A Investor Notes are subject to all terms of the Indenture. All
terms used in this Class A 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.



          Subject to the subordination provisions of the Indenture, the Class A Investor Notes and the
Class B Investor Notes are and will be equally and ratably secured by the Series 2011-1 Collateral
pledged as security therefor as provided in the Indenture and the Series 2011-1 Indenture
Supplement.



          “Payment Date” means the 7th day of each month, or, if such date is not a
Business Day, the next succeeding Business Day, commencing August 8, 2011.



          “Series 2011-1 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 2011-1 Interest Period shall commence on
and include the Series 2011-1 Initial Funding Date and end on and include August 7, 2011.



          As described above, principal of this Class A Investor Note shall be payable in the amounts
and at the times set forth in the Indenture, provided, however, the entire unpaid
principal amount of this Class A Investor Note shall be due and payable on the Final Maturity Date.
Notwithstanding the foregoing, principal on the Class A Investor Notes will be paid earlier during
the Series 2011-1 Amortization Period or as a result of a Decrease, each as described in the
Indenture. All principal payments on the Class A Investor Notes shall be made pro rata to the Class
A Investor Noteholders entitled thereto.



          Payments of interest on this Class A Investor Note due and payable on each Payment Date,
together with the installment of principal then due, if any, and any payments of principal made on
any Business Day in respect of any Decrease, to the extent not in full payment of this Class A
Investor Note, shall be made by wire transfer to the Holder of record of this Class A Investor Note
(or one or more predecessor Class A Investor Notes) on the Note Register as of the close of
business on each Record Date. Any reduction in the principal amount of this Class A



A-1









 




Investor Note (or any one or more predecessor Class A Investor Notes) effected by any payments
made in accordance with the terms hereof and of the Indenture shall be binding upon all future
Holders of this Class A Investor Note and of any Class A Investor Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted thereon.




          This Class A Note is nontransferable except in accordance with the Series 2011-1 Indenture
Supplement.



          Each Class A Investor Noteholder, by acceptance of a Class A Investor Note, hereby covenants
and agrees that, prior to the date which is one year and one day after the later of (i) the last
day of the Series 2011-1 Amortization Period and (ii) the last day of the amortization period of
any other Outstanding Series, 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.



          Each Class A Investor Noteholder, by acceptance of a Class A Investor Note, hereby covenants
and agrees that, prior to the date which is one year and one day after the payment in full of all
outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser, it will not
institute against, or join any other Person in instituting against, such CP Conduit Purchaser (or
the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state bankruptcy or similar law.



          Each Class A Investor Noteholder, by acceptance of a Class A Investor Note, 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 bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.



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



 









 




with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such
claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable
SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any
assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto,
and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other
than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI
Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any
assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or
pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI,
the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI
Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the
UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge
or security interest, (i) give to the Origination Trust a non-petition covenant substantially
similar to that set forth in 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.




          It is the intent of the Issuer and each Class A Investor Noteholder that, for Federal, state
and local income and franchise tax purposes, the Class A Investor Notes will evidence indebtedness
of the Issuer secured by the Series 2011-1 Collateral. Each Class A Investor Noteholder, by the
acceptance of this Class A Investor Note, agrees to treat this Class A Investor Note for Federal,
state and local income and franchise tax purposes as indebtedness of the Issuer.



          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Class A Investor Notes under the Indenture at any time by the Issuer, the Administrator and the
Indenture Trustee, with the consent of the Series 2011-1 Required Investor Noteholders. The
Indenture also contains provisions permitting the Series 2011-1 Required Investor Noteholders, on
behalf of the Holders of all the Series 2011-1 Investor Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class A Investor Note (or any one or
more predecessor Class A Investor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class A Investor Note and of any Class A Investor Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Class A 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 2011-1 Investor Notes issued thereunder.



          The term “Issuer” as used in this Class A Investor Note includes any successor to the Issuer
under the Indenture.



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



 









 




No reference herein to the Indenture and no provision of this Class A Investor Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and interest on this Class A Investor Note at the times, place, and rate,
and in the coin or currency herein prescribed, subject to any duty of the Issuer to deduct or
withhold any amounts as required by law, including any applicable U.S. withholding taxes.




 









 





EXHIBIT B

TO SERIES 2011-1

INDENTURE SUPPLEMENT




CHESAPEAKE FUNDING LLC




SERIES 2011-1 FLOATING RATE ASSET BACKED INVESTOR NOTE, CLASS B



          CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of
Delaware (the “Issuer”), for value received, hereby promises to pay to ______________, 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 Class B Investor Note shall be due on the Final Maturity
Date. However, principal with respect to the Class B Investor Notes may be paid earlier under
certain limited circumstances described in the Indenture. The Issuer will pay interest on this
Class B Investor Note for each Series 2011-1 Interest Period, in accordance with the terms of the
Indenture, at the Class B Note Rate for such Series 2011-1 Interest Period. Such interest shall be
payable on each Payment Date until the principal of this Class B Investor Note is paid or made
available for payment, to the extent funds are available in the Series 2011-1 Distribution Account
in respect of the Class B Monthly Interest.



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



          Reference is made to the further provisions of this Class B Investor Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this
Class B Investor Note. Although a summary of certain provisions of the Indenture are set forth
below and on the reverse hereof and made a part hereof, this Class B Investor Note does not purport
to summarize the Indenture and reference is made to the Indenture for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be
requested from the Indenture Trustee by writing to the Indenture Trustee at: The Bank of New York
Mellon, 101 Barclay Street, Floor 4W, New York, New York 10286 Attention: Structured Finance
Services — Chesapeake Funding, Series 2011-1. 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 Class B Investor Note shall not be



B-1









 




entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.




     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:	 	 	 	 






 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON, as 

Indenture Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signature	 	 











 









 








REVERSE OF CLASS B INVESTOR NOTE




          This Series 2011-1 Floating Rate Asset Backed Investor Note, Class B, is one of a duly
authorized issue of Series 2011-1 Investor Notes of Chesapeake Funding LLC (the “Issuer”)
designated its “Series 2011-1 Floating Rate Asset Backed Investor Notes, Class B” (herein called
the “Class B 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 2011-1 Indenture Supplement dated as of June 29, 2011 (as
amended or modified, the “Series 2011-1 Indenture Supplement”) among the Issuer, PHH
Vehicle Management Services, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative
Agent, the Non-Conduit Purchasers, CP Conduit Purchaser Groups, Funding Agents and Class B Note
Purchasers named therein, and the Indenture Trustee. The Base Indenture and the Series 2011-1
Indenture Supplement are referred to herein as the “Indenture.” The Class B Investor Notes
are subject to all terms of the Indenture. All terms used in this Class B Investor Note that are
defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to
them in or pursuant to the Indenture, as so supplemented, modified or amended.



          Subject to the subordination provisions of the Indenture, the Class A Investor Notes and the
Class B Investor Notes are and will be equally and ratably secured by the Series 2011-1 Collateral
pledged as security therefor as provided in the Indenture and the Series 2011-1 Indenture
Supplement.



          “Payment Date” means the 7th day of each month, or, if such date is not a
Business Day, the next succeeding Business Day, commencing August 8, 2011.



          “Series 2011-1 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 2011-1 Interest Period shall commence on
and include the Series 2011-1 Initial Funding Date and end on and include August 7, 2010.



          As described above, principal of this Class B Investor Note shall be payable in the amounts
and at the times set forth in the Indenture, provided, however, the entire unpaid
principal amount of this Class B Investor Note shall be due and payable on the Final Maturity Date.
All principal payments on the Class B Investor Notes shall be made pro rata to the Class B Investor
Noteholders entitled thereto.



          Payments of interest on this Class B Investor Note due and payable on each Payment Date,
together with the installment of principal then due, if any, shall be made by wire transfer to the
Holder of record of this Class B Investor Note (or one or more predecessor Class B Investor Notes)
on the Note Register as of the close of business on each Record Date. Any reduction in the
principal amount of this Class B Investor Note (or any one or more predecessor Class B Investor
Notes) effected by any payments made in accordance with the terms hereof and of the Indenture shall
be binding upon all future Holders of this Class B Investor Note and of any Class B Investor Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or
not noted thereon.



B-4









 





          This Class B Note is nontransferable except in accordance with the Series 2011-1 Indenture
Supplement.



          Each Class B Investor Noteholder, by acceptance of a Class B Investor Note, hereby covenants
and agrees that, prior to the date which is one year and one day after the later of (i) the last
day of the Series 2011-1 Amortization Period and (ii) the last day of the amortization period of
any other Outstanding Series, 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.



          Each Class B Investor Noteholder, by acceptance of a Class B Investor Note, hereby covenants
and agrees that, prior to the date which is one year and one day after the payment in full of all
outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser, it will not
institute against, or join any other Person in instituting against, such CP Conduit Purchaser (or
the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state bankruptcy or similar law.



          Each Class B Investor Noteholder, by acceptance of a Class B Investor Note, 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 bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.



          Each Class B Investor Noteholder, by acceptance of a Class B Investor Note, hereby represents,
warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate
series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the
Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease
SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease
SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI
Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as
defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as
defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable
against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any
other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect
to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the
claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI
or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a
claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be
entitled to maintain any action against or recover any assets allocated to the UTI or the UTI
Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a
claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet
Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables
shall be entitled to maintain any action against or recover any



B-5









 




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.




          It is the intent of the Issuer and each Class B Investor Noteholder that, for Federal, state
and local income and franchise tax purposes, the Class B Investor Notes will evidence indebtedness
of the Issuer secured by the Series 2011-1 Collateral. Each Class B Investor Noteholder, by the
acceptance of this Class B Investor Note, agrees to treat this Class B Investor Note for Federal,
state and local income and franchise tax purposes as indebtedness of the Issuer.



          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Class B Investor Notes under the Indenture at any time by the Issuer, the Administrator and the
Indenture Trustee, with the consent of the Series 2011-1 Required Investor Noteholders. The
Indenture also contains provisions permitting the Series 2011-1 Required Investor Noteholders, on
behalf of the Holders of all the Series 2011-1 Investor Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Class B Investor Note (or any one or
more predecessor Class B Investor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Class B Investor Note and of any Class B Investor Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Class B Investor Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without
the consent of Holders of the Series 2011-1 Investor Notes issued thereunder.



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



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



          No reference herein to the Indenture and no provision of this Class B Investor Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of and interest on this Class B Investor Note at the times, place, and rate,
and in the coin or currency herein prescribed, subject to any duty of the Issuer to deduct or
withhold any amounts as required by law, including any applicable U.S. withholding taxes.



B-6









 





EXHIBIT C

TO SERIES 2011-1

INDENTURE SUPPLEMENT




FORM OF NOTICE OF INCREASE




____________, ____                    




JPMorgan Chase Bank, N.A

10 South Dearborn, 13th Floor

Chicago, Illinois 6067060




Ladies and Gentlemen:




          Reference is hereby made to the Series 2011-1 Indenture Supplement dated as of June 29, 2011
(as amended, modified, restated or supplemented, the “Indenture Supplement”) among
Chesapeake Funding LLC (the “Issuer”), PHH Vehicle Management Services, LLC, as
Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, CP
Conduit Purchaser Groups, Funding Agents and Class B Note Purchasers named therein 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 between the Issuer and the Indenture Trustee.
Capitalized terms used in this Notice of Increase and not otherwise defined herein shall have the
meanings assigned thereto in the Indenture Supplement.



          This letter constitutes the notice required in connection with [the Series 2011-1 Initial
Funding Date] [any Increase] pursuant to Section 2.3(a) of the Indenture Supplement.



          The Issuer hereby requests that [the initial funding of the Class A Investor Notes] [an
Increase] be made by each Purchaser Group on ____________, _____ in the aggregate amount equal to
its Commitment Percentage of $__________.



          The Issuer hereby represents and warrants as of [the Series 2011-1 Initial Funding Date] [the
date of such Increase] after giving effect thereto, the conditions set forth in Sections 2.3(a) and
(c) of the Indenture Supplement with respect to [the initial funding of the Class A Investor Notes]
[such Increase] have been satisfied.



C-1









 





          IN WITNESS WHEREOF, the undersigned has caused this Increase Notice to be executed by its duly
authorized officer as of the date first above written.



	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc:   The Bank of New York Mellon, as Indenture Trustee









C-2









 








EXHIBIT D

TO SERIES 2011-1

INDENTURE SUPPLEMENT




SCHEDULE




to the



MASTER AGREEMENT



(Multicurrency-Cross Border)



dated as of [_____], 20[_]



between



[__________]



(“Party A”)



and



Chesapeake Funding LLC,



a limited liability company organized under the laws of the State of Delaware



(“Party B”)








D-1









 








Definitions





     The 2006 ISDA Definitions (the “Definitions”) are incorporated into this Agreement and shall
form part of this Agreement. In the event of any inconsistency among or between any of the
following documents, the relevant document first listed below shall govern: (i) a Confirmation and
any relevant definitions incorporated into such Confirmation; (ii) this Schedule and any relevant
definitions incorporated herein; (iii) Sections 1 to 14 of this Agreement; and (iv) the
Definitions.



     Capitalized terms used herein but not defined in this Agreement or the Definitions shall have
the meanings specified in that certain Amended and Related Base Indenture, dated as of December 17,
2008, by and among Party B and The Bank of New York Mellon, as Indenture Trustee (the “Indenture”).



     For the avoidance of doubt, references herein to a particular “Section” of this Agreement are
references to the corresponding sections of the Master Agreement.



Part 1. Termination Provisions



In this Agreement:




     (a) “Specified Entity” means in relation to Party A for the purpose of:



	 	 	 
	     
Section 5(a)(v),

	 	Not Applicable
	     Section 5(a)(vi),

	 	Not Applicable
	     Section 5(a)(vii),

	 	Not Applicable
	     Section 5(b)(iv),

	 	Not Applicable
	 
	 	 
	     in relation to Party B for the purpose of:
	 
	 	 
	     Section 5(a)(v),

	 	Not Applicable
	     Section 5(a)(vi),

	 	Not Applicable
	     Section 5(a)(vii),

	 	Not Applicable
	     Section 5(b)(iv),

	 	Not Applicable






     (b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.



     (c) Application of Events of Default. The provisions of Section 5(a) of this Agreement will
apply to Party A and Party B as follows:



	 	 	 	 	 
	Section 5(a)	 	Party A	 	Party B
	(i) “Failure to Pay or Deliver”

	 	Applicable (except
as provided below
in Part 1(d)(ii)).
	 	Applicable.
	 
	 	 	 	 
	(ii) “Breach of Agreement”

	 	Applicable.
	 	Not Applicable.






D-2









 






	 	 	 	 	 
	Section 5(a)	 	Party A	 	Party B
	(iii) “Credit Support Default”

	 	Applicable (except
as provided below
in Part 1(d)(ii)).
	 	Applicable (but
only to the extent
described below in
Part 1(d)(i)).
	 
	 	 	 	 
	(iv) “Misrepresentation”

	 	Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(v) “Default Under Specified
Transaction”

	 	[Not] Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(vi) “Cross-Default”

	 	Applicable.
	 	Not Applicable.
	 
	 	 	 	 
	(vii) “Bankruptcy”

	 	Applicable.
	 	Applicable (but
only to the extent
described below in
Part 1(f)).
	 
	 	 	 	 
	(viii) “Merger Without Assumption”

	 	Applicable.
	 	Applicable.






     (d) (i) Section 5(a)(iii)(1) will apply to Party B in respect of Party B’s obligations under
Paragraphs 3(b) and 8(d) of that certain Credit Support Annex, dated as of the date hereof,
attached hereto and made a part hereof between Party A and Party B (as from time to time amended,
supplemented or replaced, the “Credit Support Annex”).



          (ii) Notwithstanding Sections 5(a)(i) and 5(a)(iii), any failure by Party A to comply with or
perform any obligation to be complied with or performed by Party A under the Credit Support Annex
shall not be an Event of Default unless (A)(i) a Moody’s Second Trigger Event has occurred and has
continued for at least 30 Local Business Days, (ii) Party A has failed to Transfer sufficient
Eligible Credit Support to ensure that the Delivery Amount calculated under paragraph (2) of the
definition of “Delivery Amount” in Paragraph 13 of the Credit Support Annex is zero (unless, in any
such instance, the applicable Delivery Amount is less than the Minimum Transfer Amount) and (iii)
such failure is not remedied on or before the third Local Business Day after notice of such failure
is given to Party A, or (B)(i) an S&P Substitution Event has occurred and continued for at least 60
calendar days, (ii) Party A has failed to Transfer sufficient Eligible Credit Support to ensure
that the Delivery Amount calculated under paragraph (1) of the definition of “Delivery Amount” in
Paragraph 13 of the Credit Support Annex is zero (unless, in any such instance, the applicable
Delivery Amount is less than the Minimum Transfer Amount), and (iii) such failure is not remedied
on or before the third Local Business Day after notice of such failure is given to Party A.




     (e) With respect to Section 5(a)(vi):




“Specified Indebtedness” will have the meaning specified in Section 14, provided
that Specified Indebtedness shall not include deposits received in the course of a party’s
ordinary banking business.




“Threshold Amount” means, with respect to Party A, 3% of the Shareholders’ Equity of the
applicable Relevant Entity, provided that if the Relevant Entity is Party A, then
“Threshold Amount” means 3% of the Shareholders’ Equity of [_______________].



D-3









 





     “Shareholders’ Equity” means [with respect to an entity, at any time, (1) if the Relevant
Entity is a national banking association, the “Total Equity Capital” of the Relevant Entity
(as shown in the most recently filed FFIEC Consolidated Report of Condition for Insured
Commercial and State-Chartered Savings Banks (“Call Report”) Schedule RC- Balance Sheet of
such entity) or (2) for any other entity, the sum (as shown in the most recent annual
audited financial statements of such entity) of (i) its capital stock (including preferred
stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained
earnings, minus (iv) treasury stock, each to be determined in accordance with generally
accepted accounting principles] [an amount equal to [_____________]’s total assets minus its
total liabilities as reflected on [___________]’s most recent audited financial statements].



     (f) With respect to Party B only (and the related Confirmations only), the provisions of
Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an Event of Default; clause
(3) will not apply to Party B to the extent it refers to any assignment, arrangement or composition
that is effected by or pursuant to the Transaction Documents; clause (4) will not apply to Party B
to the extent that it refers to proceedings or petitions instituted or presented by Party A or any
of its Affiliates; clause (6) will not apply to Party B to the extent that it refers to (i) any
appointment that is contemplated or effected by the Transaction Documents or (ii) any appointment
that Party B has not become subject to; and clause (8) will not apply to Party B to the extent that
it applies to Section 5(a)(vii)(2), (3), (4), (6) and (7) except to the extent that such provisions
are not disapplied with respect to Party B.



     (g) Application of Termination Events. The provisions of Section 5(b) of this Agreement will
apply to Party A and Party B as follows:



	 	 	 	 	 
	Section 5(b)	 	Party A	 	Party B
	(i) “Illegality”

	 	Applicable.
	 	Applicable.
	(ii) “Tax Event”

	 	Applicable.
	 	Applicable.
	(iii) “Tax Event Upon Merger”

	 	Applicable.
	 	Applicable.
	(iv) “Credit Event Upon Merger”

	 	Not Applicable.
	 	Not Applicable.






     (h) Section 5(b)(ii) will apply, provided that the words “(x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the date on which a
Transaction is entered into (regardless of whether such action is taken or brought with respect to
a party to this Agreement) or (y)” shall be deleted.



     (i) Notwithstanding Section 5(b)(iii), Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party.



     (j) Section 6(b)(ii) will apply, provided that the words “or if a Tax Event Upon Merger occurs
and the Burdened Party is the Affected Party,” shall be deleted.



     (k) The “Automatic Early Termination” provision of Section 6(a) will not apply to either Party
A or to Party B.



D-4









 





     (l) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:




Market Quotation will apply and the Second Method will apply; provided,
however, if an Early Termination Date is designated in respect of (A) an
Event of Default with respect to which Party A is a Defaulting Party or (B) an
Additional Termination Event with respect to which Party A is the sole Affected
Party, notwithstanding Section 6 of this Agreement, the following amendment to the
Agreement set forth in paragraphs (i) to (vii) below shall apply:




     (i) The definition of “Market Quotation” shall be deleted in its entirety and
replaced with the following:




“Market Quotation” means, with respect to one or more Terminated Transactions, a
Firm Offer which is (1) made by an Eligible Replacement, (2) for an amount that
would be paid to Party B (expressed as a negative number) or by Party B (expressed
as a positive number) in consideration of an agreement between Party B and such
Eligible Replacement to enter into a transaction (the “Replacement Transaction”)
that would have the effect of preserving for Party B the economic equivalent of any
payment or delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent) by the parties
under Section 2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date, (3) made on the basis that
Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included and (4) made in respect of a Replacement
Transaction with terms that are, in all material respects, no less beneficial for
Party B than those of this Agreement (save for the exclusion of provisions relating
to Transactions that are not Terminated Transactions), as determined by Party B.




     (ii) The definition of “Settlement Amount” shall be deleted in its entirety and
replaced with the following:




“Settlement Amount” means, with respect to any Early Termination Date, an amount (as
determined by Party B) equal to the Termination Currency Equivalent of the amount
(whether positive or negative) of any Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions that is accepted by Party B so as to
become legally binding, provided that:




(A) If, on or before the Early Termination Date, no Market Quotation for
the relevant Terminated Transaction or group of Terminated Transactions has
been accepted by Party B so as to become legally binding and one or more
Market Quotations have been made and remain



D-5









 







capable of becoming legally binding upon acceptance, the Settlement Amount
shall equal the Termination Currency Equivalent of the amount (whether
positive or negative) of the lowest of such Market Quotations (for the
avoidance of doubt, (i) a Market Quotation expressed as a negative number
is lower than a Market Quotation expressed as a positive number, and (ii)
the lower of two Market Quotations expressed as negative numbers is the one
with the larger absolute value); and




(B) If, on the Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by
Party B so as to become legally binding on or before the Early Termination
Date, and no Market Quotations have been made and remain capable of
becoming legally binding upon acceptance, the Settlement Amount shall equal
Party B’s Loss (whether positive or negative and without reference to any
Unpaid Amounts) for the relevant Terminated Transaction or group of
Terminated Transactions.




     (iii) In determining whether or not a Firm Offer satisfies the condition in
subparagraph (4) of Market Quotation, Party B shall act in a commercially reasonable
manner.




     (iv) At any time on or before the Early Termination Date at which two or more
Market Quotations remain capable of becoming legally binding upon acceptance, Party
B shall be entitled to accept only the lowest of such Market Quotations (for the
avoidance of doubt, (i) a Market Quotation expressed as a negative number is lower
than a Market Quotation expressed as a positive number, and (ii) the lower of two
Market Quotations expressed as negative numbers is the one with the larger absolute
value).




     (v) Party B will be deemed to have discharged its obligations to obtain Market
Quotations above if it requests Party A to obtain Market Quotations, where such
request is made in writing within two Local Business Days after the day on which the
Early Termination Date is designated.




     (vi) If Party B requests Party A in writing to obtain Market Quotations, Party
A shall use its reasonable efforts to do so before the Early Termination Date.




     (vii) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this
Agreement shall be deleted in its entirety and replaced with the following:




“Second Method and Market Quotation. If Second Method and Market Quotation apply,
(1) Party B shall pay to Party A an amount equal to the absolute value of the
Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay
to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party
A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the
Unpaid Amounts owing to Party B; provided that, (i)



D-6









 






the amounts payable under (2) and (3) shall be subject to netting in accordance with
Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this
Agreement, any amount payable by Party A under (3) shall not be netted-off against
any amount payable by Party B under (1).”



     (m) “Termination Currency” means United States Dollars.



     (n) Additional Termination Event will apply. Each of the following events shall constitute an
Additional Termination Event hereunder:




     (i) An amendment and/or supplement to any Transaction Document is made without
the prior written consent of Party A if such consent is required under such
Transaction Documents and such amendment and/or supplement would materially and
adversely affect Party A. For purposes of Section 6 of this Agreement, Party B
shall be the sole Affected Party.




     (ii) [Reserved].




     (iii) The Investor Notes shall be accelerated and/or Collateral shall be
liquidated in accordance with the Transaction Documents following an “Event of
Default” thereunder, or there shall occur an optional redemption or other prepayment
of the Investor Notes in full prior to their stated maturity dates. For purposes of
Section 6 of this Agreement, Party B shall be the sole Affected Party and the Early
Termination Date (in the case of an optional redemption or prepayment) shall occur
not earlier than the third Local Business Day prior to the applicable redemption or
prepayment date.




     (iv) Following an S&P Substitution Event, each Relevant Entity shall fail to
take action that satisfies Part 5(l)(A) hereof within the time period specified in
Part 5(l)(A) (provided that the occurrence of any such Additional
Termination Event shall have no effect on Party A’s duty to perform its obligations
hereunder prior to actual termination of this Agreement), in which event Party A
shall be the sole Affected Party.




     (v) Party A fails to comply with or perform any obligation to be complied with
or performed by Party A in accordance with the Credit Support Annex (other than any
such obligation that applies to Party A solely because an S&P Substitution Event has
occurred) and either (x) the Moody’s Second Trigger Event has not occurred or (y)
the Moody’s Second Trigger Event has occurred but has been continuing for less than
30 Business Days. For purposes of Section 6 of this Agreement, Party A shall be the
sole Affected Party.




     (vi) A Moody’s Second Trigger Event has occurred and has been continuing for at
least 30 Local Business Days, and (i) at least one Eligible Replacement has made a
Firm Offer to be the Transferee under Part 5(k)(ii) below (but only if such Firm
Offer then remains capable of becoming legally binding upon acceptance) and/or (ii)
at least one Eligible Replacement has made a Firm Offer that would, assuming the
occurrence of an Early Termination Date, qualify



D-7









 







as a Market Quotation (on the basis that paragraphs (i) and (iii) in Part 1(l)
above apply) and which remains capable of becoming legally binding upon acceptance.
For purposes of Section 6 of this Agreement, Party A shall be the sole Affected
Party.



     (o) Party A shall be responsible for any costs reasonably incurred by Party B in connection
with any assignment of this Agreement made by Party A by reason of any S&P Substitution Event,
Moody’s First Trigger Event or Moody’s Second Trigger Event having occurred.



Part 2. Tax Representations.





	(a)	 	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, Party A and
Party B make the following representation:






It is not required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this representation, it may rely
on (i) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii)
of this Agreement, and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement; provided that it shall not be a
breach of this representation where reliance is placed on clause (ii) and the other
party does not deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.



     (b) Payee Tax Representations. For the purposes of Section 3(f) of this Agreement, Party A
and Party B make the following representations:




     (i) The following representation applies to Party A: Party A is [a national
banking association organized under the laws of the United States and its United
States federal taxpayer identification number is [__________]].




     (ii) The following representation applies to Party B: Party B is a limited
liability company organized under the laws of the State of Delaware, it is a U.S.
person for United States federal income tax purposes and its United States federal
taxpayer identification number is 51-0391968.



Part 3. Agreement to Deliver Documents.




     For the purpose of Section 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver
the following documents as applicable:



     (a) Tax forms, documents or certificates to be delivered are:



D-8









 







Party B agrees to complete, execute, and deliver to Party A a complete, valid and
accurate United States Internal Revenue Service Form W-9, or any successor to such
form, and any required attachments thereto (i) upon execution and delivery of this
Agreement, (ii) promptly upon reasonable demand by Party A, and (iii) promptly upon
learning that any such form(s) previously provided by Party B has become obsolete or
is incorrect.



     (b) Other documents to be delivered are:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	Party A/Party B

	 	Credit Support Document,
if any, specified in
Part 4 hereof, such
Credit Support Document
being duly executed if
required.
	 	Upon execution and
delivery of this
Agreement
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Incumbency certificate
or other documents
evidencing the authority
of the persons executing
this Agreement and the
related Confirmation[s]
on Party A’s behalf
	 	On the Closing Date
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Monthly Servicing Report
setting forth the
information specified in
Section 8.2 of the
Indenture
	 	To be made
available to Party
B on each
Determination Date
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Each of (i) a copy of
the Indenture and the
other Transaction
Documents, executed and
delivered by the parties
thereto and (ii)
incumbency certificate
or other documents
evidencing the authority
of the persons executing
this Agreement and the
related Confirmation[s]
on Party B’s behalf
	 	On the Closing Date
	 	Yes
	 
	 	 	 	 	 	 
	Party A/Party B

	 	Certified copies of all
corporate, partnership
or membership
authorizations, as the
case may be, and any
other
	 	Upon execution and
delivery of this
Agreement
	 	Yes






D-9









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	 

	 	documents with
respect to the
execution, delivery and
performance of this
Agreement and any Credit
Support Document	 	 	 	 
	 
	 	 	 	 	 	 
	Party A

	 	[FFIEC Consolidated
Report of Condition for
Insured Commercial and
State-Chartered Savings
Banks (“Call Report”) of
[                    ]].
	 	To be made
available on
[                    ] after
the end of each
fiscal quarter of
[                    ].
	 	Yes






Part 4. Miscellaneous.





	 	(a)	 	Addresses for Notices: For the purpose of Section 12(a) of this
Agreement: Address for notices or communications to Party A:






	 	 	 

	[__________]
	 	 
	[__________]
	 	 
	[__________]
	 	 
	Telephone: [________]
	Facsimile: [________]
 
	 
	With a copy to:
	 
	 	 
	[__________]
	 	 
	 
	 	 
	Address for notices or communications to Party B (for all purposes):
	 
	 	 
	Address:

	 	Chesapeake Funding LLC
	 

	 	940 Ridgebrook Road
	 

	 	Sparks, MD 21152
	Attention:

	 	Chris Pointer
	Facsimile No.:

	 	(410) 773-8893
	Telephone No.:

	 	(410) 771-2393
	 
	 	 
	With a copy to Standard & Poor’s:
	 
	 	 
	Address:

	 	Standard & Poor’s, A Division of The McGraw-Hill Companies, Inc.
	 

	 	55 Water Street, 41st Floor
	 

	 	New York, New York 10041






D-10









 






	 	 	 

	Facsimile No.:

	 	(212) 438-2655
	Attention:

	 	Structured Finance Ratings, Asset-Backed Surveillance Group-John

Detweiler







	 	(b)	 	Process Agent. For the purpose of Section 13(c):





	 	 	 	 	 

	Party A appoints as its Process Agent:
	 	Not Applicable.
	 
	Party B appoints as its Process Agent:
	 	Not Applicable.







	 	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	 	(d)	 	Multibranch Party. For the purpose of Section 10(c) of this Agreement:






	 	(i)	 	Party A is [not] a Multibranch Party.
	 
	 	(ii)	 	Party B is not a Multibranch Party.






	 	(e)	 	Calculation Agent. The Calculation Agent is Party A.
	 
	 	(f)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	 	Each of the following, as amended, extended, supplemented or otherwise modified in
writing from time to time, is a “Credit Support Document”:
	 
	 	 	 	Party A: (i) The Credit Support Annex and (ii) any guarantee (including any
Eligible Guarantee) of Party A’s obligations hereunder procured by Party A in
compliance with this Agreement.
	 
	 	 	 	Party B: The Credit Support Annex.
	 
	 	(g)	 	Credit Support Provider.
	 
	 	 	 	Credit Support Provider means in relation to Party A, the guarantor under any
guarantee (including any Eligible Guarantee) of Party A’s obligations hereunder
procured by Party A in compliance with this Agreement.
	 
	 	 	 	Credit Support Provider means in relation to Party B, Not Applicable.





     (h) Governing Law. This Agreement and any and all controversies arising out of or in relation
to this Agreement will be governed by and construed in accordance with the laws of the State of New
York (without reference to its conflict of laws doctrine).



     (i) Netting of Payments. Subject to any particular Confirmation executed in connection with
this Agreement, subparagraph (ii) of Section 2(c) of this Agreement will apply to all Transactions
under the Agreement.



     (j) “Affiliate” will have the meaning specified in Section 14 of this Agreement.



D-11









 





Part 5. Other Provisions.




     (a) Representations. Section 3(a)(iii) is hereby amended by inserting the words “or
investment policies, or guidelines, procedures, or restrictions,” immediately following the word
“documents,”.



     (b) Financial Statements. Section 3(d) is hereby amended by adding in the third line thereof
after the word “respect” and before the period:



     “or, in the case of financial statements, a fair presentation of the financial condition of
the relevant party”



     (c) Additional Representations. Section 3 is hereby amended by adding the following
additional subsections:



     (d) “Eligible Contract Participant. (a) It is an “eligible contract participant” as defined
in the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000, (b)
this Agreement and each Transaction is subject to individual negotiation by each party and (c)
neither this Agreement nor any Transaction will be executed or traded on a “trading facility”
within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended.



     (e) Line of Business. It has entered into this Agreement (including each Transaction
evidenced hereby) in conjunction with its line of business (including financial intermediation
services) or the financing of its business.



     (f) No Agency. It is entering into this Agreement, any Credit Support Document to which it is
a party, each Transaction and any other documentation relating to this Agreement or any Transaction
as principal (and not as agent or in any other capacity, fiduciary or otherwise).”




In addition, the parties each represent that:




No Reliance. Each party represents to the other party (which representation
will be deemed to be repeated by each party on each date on which a
Transaction is entered into or amended, extended or otherwise modified)
that: (1) it is acting for its own account and has made its own independent
decisions to enter into this Agreement and any Transaction hereunder and as
to whether this Agreement and any Transaction hereunder is appropriate or
proper for it based on its own judgment and upon advice from such advisors
as it has deemed necessary; (2) it is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into this Agreement or any Transaction hereunder, it
being understood that information and explanations related to the terms and
conditions of this Agreement and any Transaction hereunder shall not be
considered investment advice or a recommendation to enter into this
Agreement or any Transaction hereunder; (3) no communication (written or
oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of any Transaction hereunder; and (4)
it is capable of evaluating



D-12









 






and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
that Transaction; and (5) it is capable of assuming, and assumes, the
financial and other risks of that Transaction.




In addition, Party B represents that:




ERISA. It is not (i) an employee benefit plan (as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)), subject to Title I of ERISA; a plan (as defined in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)),
subject to Section 4975 of the Code; or a plan subject to any other federal,
state, local or non-U.S. statute, regulation, procedure or restriction that
is materially similar to Section 406 of ERISA or Section 4975 of the Code
(any such employee benefit or other plan, a “Plan”); or (ii) a person acting
on behalf of or deemed to hold assets of any Plan. It will provide notice
to Party A in the event that it becomes aware that it is in breach of any
aspect of this representation or that, with the passing of time, giving of
notice or expiry of any applicable grace period, it will breach this
representation.




In addition, Party A represents that:




Pari Passu: Its obligations under this Agreement rank pari passu with all
of its other unsecured, unsubordinated obligations except those obligations
preferred by operation of law.



     (g) Method of Notice. Section 12(a)(ii) of this Agreement is deleted in its entirety.



     (h) Set-off.




     (i) All payments under this Agreement shall be made without set-off or
counterclaim, except as expressly provided for in Section 2(c), Section 6 (subject
to Part 5(e)(ii) below) or Paragraph 8 of the Credit Support Annex.




     (ii) Section 6(e) shall be amended by the deletion of the following sentence:
“The amount, if any, payable in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off.”



     (i) Consent to Recording. The parties agree that each party may electronically record all
telephonic conversations between marketing and trading personnel in connection with this Agreement.
Each party agrees to obtain any necessary consent of, and give any necessary notice of such
recording, to, its relevant personnel.



     (j) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY CREDIT
SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATED



D-13









 




HEREBY.




     (k) Additional Acknowledgments and Agreements of the Parties.




     (i) No Amendment without Prior Confirmation by Rating Agencies. Section 9(b)
of this Agreement is hereby amended by adding the following immediately before the
period at the end thereof: “, and unless each Rating Agency confirms that such
amendment will not cause the reduction, suspension or withdrawal of the then-current
rating of any of the Investor Notes, unless such amendment (i) clarifies any term or
provision, corrects any inconsistency, cures any ambiguity, or corrects any
typographical error in this Agreement or (ii) amends the notional amount or the
other terms of a confirmation to satisfy the requirements of the Indenture (in which
case written copies of such proposed amendment will be provided to the Rating
Agencies prior to the effectiveness of such amendment)”.




     (ii) [Reserved].




     (iii) [Reserved].



     (l) Notices to Noteholders. Party B shall provide Party A with copies of all notices and
reports given to the holders of the Investor Notes, and upon request, shall provide Party A with
any other notices or reports which could be requested by the holders of any Investor Notes.



     (m) [Reserved].



     (n) Transfers.




     (i) Except as provided in Section 6(b)(ii) and Part 5(k)(ii) below, and except
for transfers authorized by Section 7[(a) and] (b), Party A may not transfer
(whether by way of security or otherwise) any interest or obligation in or under
this Agreement without the prior written consent of Party B. Party A shall provide
prior written notice to each Rating Agency of any transfer made by it pursuant to
Section 6(b)(ii) or Section 7(b).




     (ii) Subject to giving prior written notification to Party B and Moody’s and
receipt of Rating Agency Confirmation from S&P, Party A may (at its own expense)
transfer its rights and obligations with respect to this Agreement to any other
entity (a “Transferee”) that is an Eligible Replacement, provided that (A)
the Transferee contracts with Party B on terms that (I) are identical to the terms
of this Agreement in respect of any obligation (whether absolute or contingent) to
make payment or delivery after the effective date of such transfer; and (II) insofar
as they do not relate to payment or delivery obligations, are, in all material
respects, no less beneficial for Party B than the terms of this Agreement
immediately before such transfer and (B) unless such transfer is effected at a time
when an S&P Substitution Event or a Moody’s First Trigger Event has occurred and is
continuing, Party B has determined that the condition in sub-paragraph (A)(II) above
is satisfied.



D-14









 






     (iii) If Party A requests Party B in writing to make a determination for the
purpose of sub-paragraph (ii)(B) above and Party B does not notify Party A of its
determination within 20 Local Business Days of such request, such sub-paragraph
(ii)(B) shall be deemed to be deleted for the purpose of the relevant transfer,
provided that such transfer is made at a time when a Moody’s First Trigger
Event has occurred and is continuing.




     (iv) In making any determination for the purpose of sub-paragraph (ii)(B)
above, Party B shall act in a commercially reasonable manner.




     (v) If an entity has made a Firm Offer (which remains capable of becoming
legally binding upon acceptance) to be the transferee of a transfer to be made in
accordance with (ii) above, Party B shall (at Party A’s expense) at Party A’s
written request, take any reasonable steps required to be taken by it to effect such
transfer.




     (vi) Following a transfer in accordance with Part 5(k)(ii), all references to
Party A shall be deemed to be references to the Transferee.



     (o) Downgrades of Party A.




(A) S&P Substitution Events. If an S&P Substitution Event occurs with
respect to each Relevant Entity, Party A shall (a) within 10 Local Business
Days of the occurrence of such S&P Substitution Event and at its sole
expense, post Eligible Collateral for the benefit of Party B in the amount
and on the terms then applicable under the Credit Support Annex, and (b)
use commercially reasonable efforts to, within 60 calendar days of the
occurrence of such S&P Substitution Event, assign its rights and
obligations under all Transactions to an Eligible Replacement in accordance
with Part 5(k)(ii) above, provided that (A) no termination payments
or other settlement amounts are payable by Party B to either Party A or the
Transferee at the time of or as a result of such assignment by Party A and
(B) any termination payments or other settlement amounts are to be settled
directly between Party A and the Transferee. Upon the successful
consummation of any assignment to a Transferee as contemplated in this Part
5(l)(A), any obligation of Party A to post and maintain collateral under
the Credit Support Annex in respect of such S&P Substitution Event shall
terminate and Party B shall release its security interest in, and return to
Party A, any then-posted collateral.




(B) Moody’s Second Trigger Events. If a Moody’s Second Trigger Event has
occurred and is continuing, Party A shall at its own cost use commercially
reasonable efforts to, as soon as reasonably practicable, either (x)
procure an Eligible Guarantee in respect of all of Party A’s present and
future obligations under this Agreement from a guarantor that has the
Moody’s Required Hedge Ratings, or (y) effect a transfer of



D-15









 







its rights and obligations under this Agreement to an Eligible Replacement
in accordance with Part 5(k)(ii) above.



     (p) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies Party B, which
information includes the name and address of Party B and other information that will allow Party A
to identify Party B in accordance with the Act.



     (q) Non-Petition. Party A agrees that it will not, prior to at least one year and one day (or
if longer, the applicable preference period then in effect plus one day) following the payment in
full of all the Investor Notes issued pursuant to the Indenture and the expiration of all
applicable preference periods under the laws of the United States, relating to any such payment,
acquiesce, petition or otherwise invoke or cause Party B to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case (whether voluntary or involuntary)
against Party B under any bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of Party B or any
substantial part of its property or ordering the winding-up or liquidation of the affairs of Party
B; provided that this provision shall not restrict or prohibit Party A from joining any other
person, including, without limitation, the Trustee, or from asserting or exercising its rights, in
any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings
commenced by any Person other than Party A or its affiliates or other analogous proceedings already
commenced under applicable laws. This Part 5(n) shall survive any termination of this Agreement.



     (r) Limited Recourse. Notwithstanding anything to the contrary contained herein, the
obligations of Party B under this Agreement are limited recourse obligations of Party B, payable
solely from the Collateral (as such term is defined in the Indenture), subject to and in accordance
with the terms of the Indenture, and, following realization of the Collateral, any claims of Party
A against Party B shall be extinguished and shall not thereafter revive. None of the directors,
shareholders, officers or administrators of Party B shall be liable for any amount due from Party B
under this Agreement. It is understood that the foregoing provisions shall not (i) prevent
recourse to the Collateral for the sums due or to become due to Party A under this Agreement
(subject to the priority of payments set forth in the Indenture) or (ii) constitute a waiver,
release or discharge of any obligation of Party B arising under this Agreement until the Collateral
has been realized and the proceeds applied in accordance with the Indenture, whereupon any
outstanding obligation of Party B under this Agreement shall be extinguished. Notwithstanding the
foregoing (or anything to the contrary in this Agreement), Party B shall be liable for its own
fraud, willful misconduct and/or bad faith. This Part 5(o) shall survive any termination of this
Agreement.



     (s) Jurisdiction. Section 13(b) of this Agreement is hereby amended by: (i) deleting the
word “non-” in the second line of subparagraph (i) thereof; and (ii) adding the words “except as
necessary to pursue enforcement of the judgment of any such court in other jurisdictions” to the
last line of subparagraph (i) thereof immediately prior to “; and”.



     (t) Delivery of Confirmations. For each Transaction entered into hereunder, Party



D-16









 




A shall promptly send to Party B a Confirmation (which may be via facsimile transmission).
Party B agrees to respond to such Confirmation within two Local Business Days, either confirming
agreement thereto or requesting a correction of any error(s) contained therein. Failure by Party A
to send a Confirmation or of Party B to respond within such period shall not affect the validity or
enforceability of such Transaction. Absent manifest error, there shall be a presumption that the
terms contained in such Confirmation are the terms of the Transaction.




     (u) Certain Definitions.




“Eligible Guarantee” means an unconditional and irrevocable guarantee that
is satisfactory to S&P (as evidenced by receipt of Rating Agency
Confirmation from S&P) and is provided by a guarantor as principal debtor
rather than surety and is directly enforceable by Party B, where either (A)
a law firm has given a legal opinion confirming that none of the guarantor’s
payments to Party B under such guarantee will be subject to withholding for
Tax and such opinion has been disclosed to Moody’s, (B) such guarantee
provides that, in the event that any of such guarantor’s payments to Party B
are subject to withholding for Tax, such guarantor is required to pay such
additional amount as is necessary to ensure that the net amount actually
received by Party B (free and clear of any withholding tax) will equal the
full amount Party B would have received had no such withholding been
required, or (C) in the event that any payment under such guarantee is made
net of deduction or withholding for Tax, Party A is required, under Section
2(a)(i), to make such additional payment as is necessary to ensure that the
net amount actually received by Party B from the guarantor will equal the
full amount Party B would have received had no such deduction or withholding
been required.




“Eligible Replacement” means an entity that could lawfully perform the
obligations owing to Party B under this Agreement (i) that (A) has the
Moody’s Required Hedge Ratings and (B) satisfies the Hedge Counterparty
Ratings Requirement, or (ii) whose present and future obligations owing to
Party B are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor that (A) has the Moody’s Required Hedge Ratings and (B) satisfies
the Hedge Counterparty Ratings Requirement.




“Firm Offer” means an offer which, when made, was capable of becoming
legally binding upon acceptance.




“Hedge Counterparty Ratings Requirement” is satisfied by a Relevant Entity
(i) if such entity has a short-term rating from S&P of at least “A-1” (or,
if such entity does not have a short-term rating from S&P, a long-term
rating from S&P of at least “A+”).




“Moody’s First Trigger Event” means, at any time when Investor Notes are
outstanding and rated by Moody’s but a Moody’s Second Trigger



D-17









 






Event has not occurred, that no Relevant Entity satisfies the Moody’s First
Trigger Required Ratings.




“Moody’s First Trigger Required Ratings” are satisfied by an entity (x)
where such entity is the subject of a Moody’s Short-Term Rating, if such
rating is “Prime-1” and its long-term, unsecured and unsubordinated debt
obligations are rated “A2” or above by Moody’s, and (y) where such entity is
not the subject of a Moody’s Short-Term Rating, if its long-term, unsecured
and unsubordinated debt obligations are rated “A1” or above by Moody’s.




“Moody’s Required Hedge Ratings” means the Moody’s First Trigger Required
Ratings or the Moody’s Second Trigger Required Ratings.




“Moody’s Second Trigger Event” means, at any time when Investor Notes are
outstanding and rated by Moody’s, that no Relevant Entity satisfies the
Moody’s Second Trigger Required Ratings.




“Moody’s Second Trigger Required Ratings” are satisfied by the entity (x)
where such entity is the subject of a Moody’s Short-Term Rating, if such
rating is “Prime-2” or above and its long-term, unsecured and unsubordinated
debt obligations are rated “A3” or above by Moody’s, and (y) where such
entity is not the subject of a Moody’s Short-Term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A3” or above by
Moody’s.




“Moody’s Short-Term Rating” means a rating assigned by Moody’s under its
short-term rating scale in respect of an entity’s short-term, unsecured and
unsubordinated debt obligations.




“Rating Agency Confirmation” means with respect to any specified action or
determination, receipt by Party B of written confirmation from each Rating
Agency, for so long as any Investor Notes are outstanding and rated by
either Rating Agency, that such specified action or determination will not
cause such Rating Agency to reduce or withdraw its rating of any such
Investor Notes.




“Relevant Entities” means Party A and any guarantor under an Eligible
Guarantee in respect of all of Party A’s present and future obligations
under this Agreement.




An “S&P Substitution Event” is deemed to occur with respect to a Relevant
Entity if (i) any of the Investor Notes are Outstanding and rated by S&P,
and (ii) the short-term rating of such Relevant Entity from S&P is
downgraded below “A-1” or, if such Relevant Entity does not have a
short-term rating from S&P, the long-term rating of such Relevant Entity
from S&P is downgraded below “A+”.



D-18









 






“Transaction Documents” shall have the meaning assigned to such term under
the Indenture.



     (v) Safe Harbors. Each party to this Agreement acknowledges that:



     (w) (i) [This Agreement, including any Credit Support Document, is a “master netting
agreement” and a “swap agreement” as defined in the U.S. Bankruptcy Code (the “Code”), a “netting
contract” as defined in Section 402 of the Federal Deposit Insurance Corporation Improvement Act of
1991, as amended (“FDICIA”) and a “swap agreement” as defined in Section 11(e)(8)(D) of the Federal
Deposit Insurance Act, as amended (“FDIA”);



     (x) (ii) Party A is a “master netting agreement participant,” a “financial institution,” a
“financial participant” and a “swap participant” as defined in the Code, and a “financial
institution” as defined in Section 402 of FDICIA;




     (iii) The rights provided to Party A herein, and in any Credit Support
Document, are rights protected by Section 560, Section 561, Sections 362(b)(17) and
(27), and Section 362(o) of the Code, Sections 403 through 405 of FDICIA and Section
11(e)(8)(A) of FDIA;




     (iv) All transfers of cash, securities or other property under or in connection
with this Agreement, any Credit Support Document or any Transaction hereunder are
transfers protected by Sections 546(e), (f), (g) and (j) of the Code, Section
11(e)(8)(C) of FDIA, and Sections 403(f) and 404(h) of FDICIA; and




     (v) All obligations under or in connection with this Agreement, any Credit
Support Document or any Transaction hereunder represent obligations in respect of
“termination values”, “payment amounts” or “transfer obligations” within the meaning
of the Code and FDIA.]



     (y) Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this
Agreement, in relation to payments by Party A, any Tax shall be an Indemnifiable Tax and, in
relation to payments by Party B, no Tax shall be an Indemnifiable Tax.



     (z) Rating Agency Notifications. Notwithstanding any other provision of this Agreement, this
Agreement shall not be amended, no Early Termination Date shall be effectively designated by Party
B, and no transfer of any rights or obligations under this Agreement shall be made, unless Moody’s
and S&P have been given prior written notice of such amendment, designation or transfer.



     (aa) Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the subject matter of this
Agreement and the deletion of such portion of this Agreement will not substantially



D-19









 




impair the respective benefits or expectations of the parties to the Agreement; provided,
however, that this severability provision shall not be applicable if any provision of Section 2, 5,
6, or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in
or in connection with, any such Section) shall be so held to be invalid or unenforceable.




     (bb) Acknowledgement of Assignment. Party A hereby acknowledges and consents to Party’s
assignment to the Collateral Agent, for the benefit of the Noteholders under the Indenture, of
Party B’s rights hereunder, including the right to enforce Party A’s obligations hereunder.



[Signature Page Follows]




D-20









 





     IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers
as of the date hereof,



	 	 	 

	[________________________]

	 	CHESAPEAKE FUNDING LLC
	 
	 	 
	 

	 	 
	Name:

	 	Name:
	Title:

	 	Title:






D-21









 





EXHIBIT E

TO SERIES 2011-1

INDENTURE SUPPLEMENT




FORM OF MONTHLY SETTLEMENT STATEMENT






E-1









 








EXHIBIT F

TO SERIES 2011-1

INDENTURE SUPPLEMENT




AGREED-UPON PROCEDURES




PHH Vehicle Management Services, LLC





	1.	 	We will request from representatives of PHH Vehicle Management Services LLC, as Servicer
(the “Servicer”), a summary detail of the Leases allocated to the Lease SUBI (“Summary of
Lease SUBI”) as of a recent date. The listing must contain the following characteristics and
distribution information (the “Characteristics” & “Distribution Information”):





Characteristics (#1-21) & Distribution Information (#22-26)










1. Aggregate Unit Balance of Leases



2. Number of Leases



3. Average Unit Balance



4. Range of Unit Balances



5. Aggregate Unit Balance of Open-Ended Leases



6. Aggregate Unit Balance of Floating Rate Leases



7. Aggregate Lease Balance of CP Rate Index Floating Rate Leases



8. Weighted Average Spread Over CP Rate



9. Range of Spreads Over CP Rate



10. Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rate Other than CP Rate



11. Aggregate Unit Balance of Fixed Rate Leases



12. Weighted Average Fixed Rate



13. Range of Fixed Rates



14. Weighted Average Original Lease Term



15. Range of Original Lease Terms






16. Weighted Average Remaining Lease Term



17. Range of Remaining Terms



18. Aggregate Unit Balance of Closed-End Leases



19. Average Unit Balance of Closed-End Leases



20. Range of Unit Balances of Closed-End Leases



21. Average Stated Residual Value of Leased Vehicles



22. Distribution by Geographic Location (by State, by Number of Leases, Aggregate Unit Balances of Leases and Percentage of Aggregate Unit Balance)



23. Distribution of Vehicle Type (by Number of Leases, Aggregate Unit Balances of Leases and Percentage of Aggregate Unit Balance)



24. Distribution of Top 20 Lessees by Industry (by Number of Leases, Aggregate Unit Balances of Leases and Percentage of Aggregate Unit Balance).



25. Distribution by Floating Rate Leases by Spread over Applicable Index (in increments of .099% and by Number of Leases, Aggregate unit Balances of Leases and Percentage of Aggregate Unit Balance)



26. Distribution of Fixed Rate Leases by Interest Rate (in increments of .25% and by Number of Leases, Aggregate Unit Balances of Leases and Percentage of Aggregate Unit Balance.



NOTE: This listing will be attached to our report.














F-1









 









	2.	 	We will request from representatives of the Servicer, a computer-generated automobile lease
data file and related record layouts derived from the accounting records which includes an
identifier to indicate the lease is allocated to the Lease SUBI (“Lease Data Tape”), the
information for which will be as of a recent date (the “Cut-Off Date”).






	 	a)	 	We will compare the Characteristics set forth in the Summary of Lease SUBI to the
information provided in the Lease Data Tape for #1-21 above. Any discrepancies noted will
be included as an exception within our report.
	 
	 	b)	 	We will recalculate from the Lease Data Tape the Distribution Information indicated in
#22-26 above and compare the Distribution Information set forth in the Summary of Lease
SUBI. Any discrepancies noted will be included as an exception within our report.






	3.	 	We will use a random number generator program included in the Audit Command Language (“ACL”)
program to randomly select 50 leased unit records within an origination date during the
preceding fiscal year (the “Sample Leases”) from the Lease Data Tape, exclusive of
Personalease units and perform procedures as outlined below for the sample leases selected.






	 	a)	 	We will compare certain characteristics (the “Characteristics”) set
forth in the Sample Leases as indicated below:





Characteristics











1. Unit Number




2. Client Number




3. Legal name of the lessee




4. Vehicle make




5. Vehicle model




6. Vehicle type




7. Contract type







8. Lease Term




9. Vehicle index, if applicable




10. Vehicle spread rate, if applicable




11. Fixed rate, if applicable




12. Vehicle capitalized cost




13. Vehicle residual value (for closed-end leases only)














	 	i)	 	With respect to Sample Leases identified as Vehicle
Management Services Leases by the Servicer (in the Lease Data File, this
is indicated by a blank entry in the Lease Pool field), we will compare
the Characteristics noted above to the corresponding information set
forth on or derived from an obtained copy (“print screen”) of the Asset
Management System Inquiry Screen (“ACFI Screen”), the Asset Management
Physical Information Inquiry Screen (“AAMI Screen”), the Asset Management
Closed-End Inquiry Screen (“ACEI Screen”) or the Client Organization
Screen (“CCOI Screen”) (collectively the “Automobile Lease Documents”)
obtained from the FSP main frame system. Any discrepancies will be
included as an exception within our report.
	 
	 	ii)	 	With respect to Sample Leases identified as
Financial Services Leases by the Servicer (in the Lease Data Tape, this
is indicated by “FIN SERV” in the Lease Pool field), we will compare the
Characteristics 1 and 2, and 4 through 13 to the corresponding
information set forth on or derived from an obtained copy of screens from
the LeasePlus system. We will compare Characteristics 3 to the CCOI
Screen of the Asset Management System. Any discrepancies will be
included as an exception within our report.





F-2









 






	 	b)	 	For Sample Leases that have an indicator signifying it as a titled
asset, we will obtain a copy of the Certificate of Title from representatives of
the Servicer for all Sample Leases, excluding those Sample Leases that have been
identified by the Servicer as equipment leases, and we will list in an attachment
to our report whether (i) the title owner is D.L. Peterson Trust and (ii) the lien
holder is either Raven Funding LLC or Chesapeake Funding LLC (for vehicles acquired
prior to June 30, 2006), or Chesapeake Funding LLC (for vehicles acquired on or
after June 30, 2006) each as set forth on the Certificate of Title. Any
discrepancies noted will be included as an exception within our report.
	 
	 	c)	 	We will obtain a copy of the Master Lease Agreement from
representatives of the Servicer (as an agent of the D.L. Peterson Trust) to observe
that (i) there was a signature included in the area required to be signed by a
representative of the Servicer, and for Sample Lease identified as Vehicle
Management Leases and Financial Services Leases, by the Servicer, (ii) either, the
CP Flex Program Supplement, Treasury Note, Fixed Rate Note, closed-end rate
schedule, or equipment schedule (the “Funding Documentation”) is included. Any
discrepancies will be included as an exception within our report.
	 
	 	d)	 	We will obtain a copy of the credit file (the “Credit File”) from
representatives of the Servicer to observe that the Credit File contained either a
line of credit authorization form or addendum to the line of credit authorization
form that (i) has a signature in the area where an approval signature is required,
(ii) has not expired, (iii) includes a signature in the area where an analyst’s
signature is required, and (iv) if required, includes a signature in the area where
the Vice President of Credit is required or there was an assumption agreement. Any
discrepancies will be included as an exception within our report.
	 
	 	e)	 	We will obtain a copy of the Certificate of Insurance Coverage (the
“Insurance Coverage”) from representatives of the Servicer to note, on a list
attached to our report, what entity is noted as the loss payee.






	4.	 	We will request from representatives of the Servicer, the Schedule of Settlement Statement
Summary Information (the “Settlement Statement Schedule”) of Chesapeake Funding LLC for two
recent monthly settlement dates. For each amount listed in cells C3 to C83 within the
“Definitions” tab of the Excel based Settlement Statement Schedule, we will compare the amount
to the system of record. Any discrepancies noted will be included as an exception within our
report. Such system of record will be noted in a listing attached to our report.






	5.	 	We will request from representatives of the Servicer, a listing of the five largest
write-offs (including the information detailed in the table below) of receivables relating to
leases allocated to the Lease SUBI for the preceding or current fiscal year or a portion
thereof. This listing will be attached to our report. We will compare the amounts included
within the listing provided to the journal entry by comparing the amount of the write-off,
date of the write-off and whether the amount was expensed or recorded directly as a reduction
to the allowance as noted in the listing to the journal entry obtained from the Company. Any
discrepancies noted will be included as an exception within our report.





Write-Off Information









1. Amount of write-off




2. Date of write-off




3. Against Allowance or Directly Expensed (indicate one or the other)







6. We will request from representatives of the Servicer, a listing of the five largest closed end
lease losses (including the information in the table below) upon disposal of a lease for the
preceding or current fiscal year or a portion thereof. This listing will be attached to our
report. We will compare the amount of the loss, the date of the loss and the location where the
loss was recorded as noted in the table to the journal entry obtained from the Company. Any
discrepancies noted will be included as an exception within our report.







F-3









 








Largest Loss Disposal Information









1. Amount of loss




2. Date of loss recognition




3. Against Allowance or Directly Expensed (indicate one or the other)







7. We will request from representatives of the Servicer, a listing of the all of the DLPT Leased
Vehicles from a listing provided by the Company of leases that were disposed of in a recent fiscal
month (including the information listed in the table below). This listing will be attached to our
report.




Disposal Information










1. Date of Disposal



2. Customer Name



3. Type of Vehicle



4. Original Cost






5. Book Value at Sales Date



6. Sales Date



7. Sales Proceeds



8. Amount of Gain or Loss on Sale for closed end leases or the amount of the final TRAC adjustment for open end leases.



9. Type of Lease (Open-Ended or Closed-Ended)













	 	a)	 	We will randomly select 40 Open-Ended (“Open-Ended Selections”) and 10 Closed-Ended
(“Closed-Ended Selections”) vehicle leases which were disposed of in a recent fiscal month.
	 
	 	b)	 	We will compare the Date of Disposal (#1), Customer Name (#2), Type of Vehicle (#3),
Original Cost (#4) and Book Value at Sales Date (#5), to information displayed on Asset
Management screens within the FSP Servicing System.
	 
	 	c)	 	We will compare the Sales Date (#6) and Sales Proceeds (#7) to information displayed on
the Asset Management screens within the FSP Serving System.
	 
	 	d)	 	We will recalculate the Amount of Gain or Loss on Sale using the formula: Sales
Proceeds (#7) minus Book Value at Sales Date (#5).
	 
	 	e)	 	We will compare the Amount of Gain or Loss on Sale (#8) to the Final Settlement Report
for the month the vehicle was sold
	 
	 	f)	 	For the Open-Ended Selections with gain/loss noted (from #8), we will compare to the
lease billing as shown in the FSP Servicing System (PHH Interactive) that the final TRAC
adjustment noted was billed or credited to the client’s monthly billing.




8. We will request from representatives of the Servicer, a current listing of the bank accounts in
which collections are deposited. This listing will be attached to our report. For the largest
depository account in a recent fiscal month, we will obtain the account reconciliation, compare the
reconciliation to the general ledger and note the account reconciliation was reviewed, based on the
presence of a sign-off.





          9. We will request from representatives of the Servicer, a report for a recent fiscal month showing
collections that were remitted directly to lockboxes and/or bank accounts pledged to Chesapeake
Finance Holdings and the total overall monthly collections. This listing will be attached to our
report. We will recalculate the percentage of pledged account and/or lockbox collections for
Chesapeake Finance Holdings to the overall total lockbox collection for that fiscal month.



F-4









 





EXHIBIT G

TO SERIES 2011-1

INDENTURE SUPPLEMENT




Form of Supplement to Agreed Upon Procedures Engagement Letter




          JPMorgan Chase Bank, N.A. (“JPMorgan”) as administrative agent and individually (in such
capacities, herein collectively called the “Specified Parties” and individually called a “Specified
Party”) each specifically acknowledges and agrees to the following:




	•	 	The engagement of Deloitte & Touche LLP (“D&T”) by PHH
Vehicle Management Services, LLC, doing business as PHH Arval
(the “Servicer”) pursuant to the engagement letter (including
its attachments, the “engagement letter”) to perform
agreed-upon procedures (the “engagement”) will be conducted in
accordance with attestation standards established by the
American Institute of Certified Public Accountants, subject to
the terms and conditions set forth herein and in the
engagement letter. The specific procedures that D&T is to
perform have been established based on discussions with the
Servicer and are set forth in an appendix to the engagement
letter and made a part hereof.
	 
	•	 	The performance of the agreed-upon procedures will not
constitute an examination conducted in accordance with the
attestation standards, the objective of which is the
expression of an opinion on the computer-generated vehicle
automobile lease data files and related record layouts derived
from the accounting records (the “Lease Data Tape”) maintained
by the Servicer, settlement statements and other requested
lease information (such statements and other lease
information, together with the Lease Data Tape, collectively
called the “Evaluation Materials”). Therefore, D&T will not
be in a position to express, and will not express, an opinion,
or any other form of assurance, with respect to any matters
(including, without limitation, the Evaluation Material) as a
result of performing the agreed-upon procedures.
	 
	•	 	The sufficiency of the procedures is solely the
responsibility of the Servicer and the Specified Parties, as
discussed below. In addition, these procedures may be changed
or modified by mutual agreement among the Servicer, the
Specified Parties, and D&T if, for example, unforeseen
circumstances arise. D&T will promptly discuss any such
circumstances with the Servicer and the Specified Parties and,
likewise, the Specified Parties agree to promptly notify D&T
if modifications to the procedures are requested.
	 
	•	 	The agreed-upon procedures that D&T is to perform at the
request of the Servicer, and with the agreement of D&T, are
limited in nature and do not comprehend all matters relating
to the Evaluation Materials that might be pertinent or
necessary to the Servicer’s and the Specified Parties’
evaluation of the Evaluation Materials. Accordingly, the
procedures should not be taken to supplant other inquiries and
procedures that the Servicer and the Specified Parties should
undertake for the purpose described above.
	 
	•	 	D&T’s report will not extend to any financial statements
of the Servicer or Chesapeake Funding LLC, taken as a whole,
or its internal control for any date or period.
	 
	•	 	The nature, scope, and design of the agreed-upon
procedures that D&T is requested to perform are solely the
responsibility of the Servicer and the Specified Parties.
Furthermore, D&T has no responsibility to advise the Servicer
or the Specified Parties of other procedures that might be




G-1









 












	 	 	performed and makes no representations as to the sufficiency of such procedures
for the purposes of the Servicer or Specified Parties.
	 
	•	 	D&T’s responsibility is limited to performing
the procedures specified and agreed to and to
reporting the resulting findings, subject to the
limitations contained herein, and D&T’s engagement
cannot be relied on to disclose significant
deficiencies, material weaknesses, or fraud should
they exist. In addition, D&T’s engagement cannot be
relied on to disclose errors, other than those errors
that may be reported as findings in connection with
the application of the specified agreed-upon
procedures. D&T has no responsibility for updating
the procedures performed or for performing any
additional procedures.
	 
	•	 	The Servicer shall be solely responsible for the
design and operation of effective internal control
(including, without limitation, effective internal
control over the Evaluation Material) and for
complying with all applicable laws and regulations.
	 
	•	 	The Servicer shall be solely responsible for
providing accurate and complete information requested
by D&T. D&T has no responsibility for the accuracy
or completeness of the information provided by or on
behalf of the Servicer. 
	 
	•	 	Immediately prior to the completion of this
engagement, D&T will request that the Servicer’s
management provide D&T with a representation letter
acknowledging management’s responsibility for certain
information and confirming certain representations
made to D&T during the engagement.
	 
	•	 	Should D&T determine that significant
restrictions are being placed on the performance of
the agreed-upon procedures by the Servicer or the
Specified Parties, including, without limitation, the
failure of management of the Servicer to provide D&T
with a management representation letter that D&T
determines to be satisfactory, D&T shall be entitled
to withdraw from the engagement.
	 
	•	 	Any report issued by D&T hereunder will not be used by or circulated, quoted,
disclosed or distributed to, nor will reference to such report or D&T’s engagement
hereunder be made to, anyone who is not an officer or employee of either the Servicer or
any of the Specified Parties or any of their respective affiliates, who is responsible for
evaluating the Evaluation Materials. Notwithstanding the foregoing, each Specified Party
may provide access to such report to external counsel of the Specified Party, acting
strictly in its capacity as an advisor to the Specified Party with respect to the
transaction described under this engagement letter, provided that the Specified Party shall
ensure that external counsel does not further circulate, quote, disclose or distribute such
report. Notwithstanding the forgoing, the Specified Party may provide access to any such
report to (i) its parent company or its affiliates (provided that such affiliates are
included in the consolidated financial statements of its parent company), (ii) regulatory
authorities having jurisdiction over the business or financial affairs of such Specified
Party or its affiliates solely to the extent that the Specified Party credit file
containing such report is requested by such regulatory authority, (iii) in connection with
legal or administrative proceedings, subject to the notice provisions set forth below.
Should any Specified Party or its affiliates, or any of its or their respective officers or
directors, be required or elect to disclose D&T’s report, in connection with legal or
administrative proceedings, each agrees that they will, prior to making or permitting any
such disclosure, provide D&T with prompt written notice of the proposed disclosure, to the
extent permitted by law, so that D&T shall have reasonable opportunity to obtain a
protective order or other appropriate remedy with respect to such disclosure. Each of the
Specified Parties and their respective affiliates will use their best efforts to minimize
the extent of such disclosure. For the purposes of this paragraph, the term “affiliate”
shall mean, with respect to any Specified Party,




G-2









 






	 	 	any entity controlled by, under common control with, or controlling such Specified Party and
included in the consolidated financial statements of such Specified Party.
	 
	•	 	We acknowledge that the Audit Committee of PHH Corporation (the “Audit
Committee”) is directly responsible for the appointment, compensation, and oversight of
our work and, accordingly, except as otherwise specifically noted, we will report directly
to the Audit Committee. You have advised us that the services to be performed under this
engagement letter, including, where applicable, the use by D&T of affiliates or related
entities as subcontractors in connection with this engagement, have been approved by the
Audit Committee in accordance with the Audit Committee’s pre-approval policies and
procedures.
	 
	•	 	Our estimated professional fees are expected to be within the range of $55,000
to $70,000 based on our understanding of the procedures the Servicer and the other
Specified Parties has requested us to perform, the proposed scope and approach. If we
anticipate additional charges for reasons beyond our control, we will discuss the matter
with your before we proceed. We do not anticipate significant out-of-pocket expenses.
	 
	•	 	Our fees will be payable upon receipt of our invoice for the procedures
described herein.





Accepted and agreed to by JPMorgan Chase Bank, N.A.

Individually and as Administrative Agent:




	 	 	 	 	 

	          By:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	          Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	          Date:
	 	 	 	 
	 

	 	 	 	 





G-3









 





EXHIBIT H

TO SERIES 2011-1

INDENTURE SUPPLEMENT




UCC CERTIFICATE




          The undersigned, an Authorized Officer of [___________] (the “Company”), refers to (i)
the Amended and Restated Base Indenture, dated as of December 17, 2008, as amended as of May 28,
2009 (the “Base Indenture”), between Chesapeake Funding LLC, as issuer (the
“Issuer”), and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”),
and (ii) the Series 2011-1 Indenture Supplement to the Base Indenture, dated as of May 27, 2011,
among the Issuer, PHH Vehicle Management Services, LLC, as Administrator, the Non-Conduit
Purchasers, the CP Conduit Purchaser Groups, the Funding Agents and the Class B Note Purchasers
from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the
Indenture Trustee (the “Series 2011-1 Indenture Supplement”; collectively with the Base
Indenture, the “Indenture”; terms used but not defined herein have the meanings given them
in the Indenture), and, in connection therewith and with the transaction contemplated by the other
Transaction Documents, hereby certifies as follows:



          1. Jurisdiction of Organization. The Company’s jurisdiction of organization is and
always has been Delaware.



          2. Names. (a) The exact name of the Company, as such name appears in its certificate
of formation, is [_________].



          (a) Set forth below is each other legal name the Company has had since its organization,
together with the date of the relevant change:



          (b) Except as set forth in Schedule A hereto, the Company has not changed its identity or
corporate structure in any way within the past five years.



          (c) The following is a list of all other names (including trade names or similar
appellations) used by the Company or any of its divisions or other business units in connection
with the conduct of its business or the ownership of its properties at any time during the past
five years:



          3. Location and Mailing Address. The mailing address and principal place of business
of the Company since it organization is the following:



	 	 	 	 	 	 	 

	Name
	 	Mailing Address
	 	County
	 	State
	 
	 	 
	 	 
	 	 





          4. Federal Taxpayer Identification Number. The following is the Company’s Federal
Taxpayer Identification Number: ___________.




          5. Schedule or Filings. Attached hereto as Schedule B is a schedule setting




 









 




forth each filing office in which a filing by the Company, as debtor, of a financing statement
on Form UCC-1 is to be made in connection with the transactions contemplated by the Transaction
Documents.




          IN WITNESS WHEREOF, the undersigned has hereunto executed this certificate this
27th day of May, 2011.



	 	 	 	 	 
	 	[NAME OF COMPANY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 







H-2









 








SCHEDULE A









 









 








SCHEDULE B





2









 





EXHIBIT I

TO SERIES 2011-1

INDENTURE SUPPLEMENT




FORM OF TRANSFER SUPPLEMENT




          TRANSFER SUPPLEMENT, dated as of _______ __, ____ among [NAME OF APA BANK] (the
“Transferor”), each purchaser listed as an Acquiring APA Bank on the signature pages hereof
(each, an “Acquiring APA Bank”), the Funding Agent with respect to the Transferor and such
Acquiring APA Bank(s) listed in the signature pages hereof (the “Funding Agent”),
CHESAPEAKE FUNDING LLC, a Delaware limited liability company (the “Issuer”), JPMORGAN CHASE
BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and PHH
VEHICLE MANAGEMENT SERVICES, LLC, as Administrator (in such capacity, the “Administrator”).



W I T N E S S E T H :




          WHEREAS, this Transfer Supplement is being executed and delivered in accordance with
subsection 12.10(c) of the Series 2011-1 Indenture Supplement dated as of June 29, 2011 (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) among
the Issuer, the Administrator, the Non-Conduit Purchasers, the CP Conduit Purchaser Groups, the
Funding Agents and the Class B Note Purchasers from time to time parties thereto, the
Administrative Agent 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 the
same may be from time to time amended, supplemented or otherwise modified, the “Base
Indenture” and, together with the Indenture Supplement, the “Indenture”), between the
Issuer and the Indenture Trustee;



          WHEREAS, each Acquiring APA Bank (if it is not already an existing APA Bank) wishes to become
an APA Bank party to the Indenture Supplement; and



          WHEREAS, the Transferor is selling and assigning to each Acquiring APA Bank, rights,
obligations and commitments under the Indenture Supplement and the Class A Investor Notes;



          NOW, THEREFORE, the parties hereto hereby agree as follows:



          1. Upon the execution and delivery of this Transfer Supplement by each Acquiring APA Bank, the
Funding Agent, the Transferor, the Issuer, the Administrator and the Administrative Agent (the date
of such execution and delivery, the “Transfer Effective Date”), each Acquiring APA Bank
shall be an Acquiring APA Bank party to the Indenture Supplement for all purposes thereof and shall
be entitled to all of the respective rights and privileges, and subject to all of the respective
duties and obligations thereof.



I-1









 





          2. The Transferor acknowledges receipt from each Acquiring APA Bank of an amount equal to the
purchase price, as agreed between the Transferor and such Acquiring APA Bank and set forth on
Schedule I hereto (the “Purchase Price”), for the percentage being purchased by such
Acquiring APA Bank set forth on Schedule I hereto (such Acquiring APA Bank’s “Purchased
Percentage”) of the Transferor’s APA Bank Percentage of the Class A Maximum Purchaser Group
Invested Amount with respect to the CP Conduit Purchaser Group of which the Transferor is a member
under the Indenture Supplement [ADD IF APPLICABLE: and the Transferor’s APA Bank Percentage of the
APA Bank Funded Amount with respect to such CP Conduit Purchaser Group] [, in each case,] in the
amount set forth on Schedule I hereto. The Transferor hereby irrevocably sells, assigns and
transfers to each Acquiring APA Bank, without recourse, representation or warranty (other than as
set forth below), and each Acquiring APA Bank hereby irrevocably purchases, takes and assumes from
the Transferor, such Acquiring APA Bank’s Purchased Percentage of the Transferor’s APA Bank
Percentage of the Class A Maximum Purchaser Group Invested Amount with respect to the CP Conduit
Purchaser Group of which the Transferor is a member under the Indenture Supplement [ADD IF
APPLICABLE: and the Transferor’s APA Bank Percentage of the APA Bank Funded Amount with respect to
such CP Conduit Purchaser Group].



          3. From and after the Transfer Effective Date, amounts that would otherwise be payable to or
for the account of the Transferor in respect of each Acquiring APA Bank’s Purchased Percentage of
the Transferor’s APA Bank Percentage of the Class A Maximum Purchaser Group Invested Amount with
respect to the CP Conduit Purchaser Group of which the Transferor is a member [and the Transferor’s
APA Bank Percentage of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group]
pursuant to the Indenture Supplement shall, instead, be payable to or for the account of such
Acquiring APA Bank. The Transferor and each Acquiring APA Bank hereby agree that all Commitment
Fees that accrued prior to the Transfer Effective Date in respect of such Acquiring APA Bank’s
Purchased Percentage of the Transferor’s APA Bank Percentage of the Class A Maximum Purchaser Group
Invested Amount with respect to the CP Conduit Purchaser Group of which the Transferor is a member
[and all Class A Monthly Interest that accrued prior to the Transfer Effective Date in respect of
such Acquiring APA Bank’s Purchased Percentage of the Transferor’s APA Bank Percentage of the APA
Bank Funded Amount with respect to such CP Conduit Purchaser Group] shall be payable by the
Administrative Agent to the Transferor on the [_______] Payment Date.



          4. Each of the parties to this Transfer Supplement agrees that at any time and from time to
time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Transfer Supplement.



          5. By executing and delivering this Transfer Supplement, the Transferor and each Acquiring APA
Bank confirm to and agree with each other and the APA Banks as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Indenture Supplement or the



I-2









 




execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Indenture, the Class A Investor Notes, the Transaction Documents or any instrument or document
furnished pursuant thereto; (ii) the Transferor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Issuer, Holdings, VMS or the
Origination Trust or the performance or observance by the Issuer, Holdings, VMS or the Origination
Trust of any of their obligations under the Indenture, the Transaction Documents or any other
instrument or document furnished pursuant hereto; (iii) each Acquiring APA Bank confirms that it
has received a copy of the Indenture and such other Transaction Documents and other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Transfer Supplement; (iv) each Acquiring APA Bank will, independently and without reliance
upon the Administrative Agent, the Transferor or any other member of a Purchaser Group and based on
such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Indenture; (v) each Acquiring APA Bank
appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Indenture Supplement as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are reasonably incidental thereto, all in
accordance with Article 10 of the Indenture Supplement; (vi) each Acquiring APA Bank appoints and
authorizes the Funding Agent to take such action as agent on its behalf and to exercise such powers
under the Indenture Supplement as are delegated to the Funding Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, all in accordance with Article 11 of the
Indenture Supplement; (vii) each Acquiring APA Bank agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Indenture are required to be performed
by it as an Acquiring APA Bank and (viii) each Acquiring APA Bank confirms that it is an Eligible
Assignee.




          6. Schedule I hereto sets forth the Transferor’s revised APA Bank Percentage of the Class A
Maximum Purchaser Group Invested Amount of the CP Conduit Purchaser Group of which the Transferor
is a member [and] [, the Transferor’s revised APA Bank Percentage of the APA Bank Funded Amount of
such CP Conduit Purchaser Group], the Acquiring APA Bank’s APA Bank Percentage of the Class A
Maximum Purchaser Group Invested Amount of such CP Conduit Purchaser Group [and the Acquiring APA
Bank’s APA Bank Percentage of the APA Bank Funded Amount of such CP Conduit Purchaser Group] as
well as administrative information with respect to the Acquiring APA Bank.



          7. From and after the Transfer Effective Date, (a) the Acquiring APA Bank shall be a party to
the Indenture Supplement and, to the extent provided in this Transfer Supplement, have the rights
and obligations of an APA Bank thereunder and shall be bound by the provisions thereof and (b) the
Transferor shall, to the extent provided in this Transfer Supplement, relinquish its rights and be
released from its obligations under the Indenture Supplement.



          8. [The Acquiring APA Bank is an “accredited investor”, as such term is defined in Rule 501(d)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).] [The
Acquiring APA Bank is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and is aware that the sale or transfer
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



I-3









 




relying upon its foregoing representations in order to claim the exemption from registration
provided by Rule 144A].




          9. This Transfer Supplement shall be governed by, and construed in accordance with, the laws
of the State of New York.



I-4









 





          IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be executed by
their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 
	 	[NAME OF SELLING APA BANK], as

   Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ACQUIRING APA BANK], as

   Acquiring APA Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF FUNDING AGENT], as

   Funding Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	CONSENTED AND ACKNOWLEDGED:
	 
	 	 	 	 
	CHESAPEAKE FUNDING LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






I-5









 





	 	 	 	 	 

	PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 









I-6









 








Schedule I

to Transfer Supplement

relating to the Series 2011-1 Indenture Supplement

dated as of June 29, 2011

among Chesapeake Funding LLC,

PHH Vehicle Management Services, LLC, as Administrator,

the Non-Conduit Purchasers named therein,

the CP Conduit Purchaser Groups named therein,

the Funding Agents Named Therein,

the Class B Note Purchasers Named Therein,

JPMorgan Chase Bank, N.A.,

as Administrative Agent, and

The Bank of New York Mellon,

as Indenture Trustee,

to the Amended and Restated Base Indenture dated as of December 17, 2008 

between Chesapeake Funding LLC and

The Bank of New York Mellon,

as Indenture Trustee




 





Name of Transferor:



Name of Acquiring APA Bank:



Transfer Effective Date:



Purchased Percentage:



Purchase Price:



Transferor’s APA Bank Percentage of the Class A Maximum Purchaser Group Invested Amount
Assigned/Acquiring APA Bank’s APA Bank Percentage of the Class A Maximum Purchaser Group Invested
Amount:



[Transferor’s APA Bank Percentage of the APA Bank Funded Amount Assigned/Acquiring APA Bank’s APA
Bank Percentage of the APA Bank Funded Amount: ]



Acquiring APA Bank’s APA Bank Percentage:



Revised Transferor’s APA Bank Percentage:



Acquiring APA Bank’s APA Bank Percentage of the Class A Maximum Purchaser Group Invested Amount:



Revised Transferor’s APA Bank Percentage of the Class A Maximum Purchaser Group Invested Amount:







I-7









 







Address of Acquiring APA Bank:




I-8









 





EXHIBIT J

TO SERIES 2011-1

INDENTURE SUPPLEMENT




FORM OF PURCHASER GROUP SUPPLEMENT




          PURCHASER GROUP SUPPLEMENT, dated as of _____________, ____ among [NAME OF NON-CONDUIT
PURCHASER] [[NAME OF CP CONDUIT PURCHASER] and [NAME OF APA BANK[S]]] (collectively, the
“Transferor Purchaser Group”), [the Non-Conduit Purchaser] [the CP Conduit Purchaser and
the APA Bank or Banks] listed as the Acquiring Purchaser Group on the signature pages hereof
(collectively, the “Acquiring Purchaser Group”), [the Funding Agent with respect to such
Acquiring Purchaser Group listed in the signature pages hereof (a “Funding Agent”),]
CHESAPEAKE FUNDING LLC, a Delaware limited liability company (the “Issuer”), JPMORGAN CHASE
BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and PHH
VEHICLE MANAGEMENT SERVICES, LLC, as Administrator (in such capacity, the “Administrator”).



W I T N E S S E T H:




          WHEREAS, this Purchaser Group Supplement is being executed and delivered in accordance with
Section 12.10(e) of the Series 2011-1 Indenture Supplement dated as of June 29, 2011 (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) among
the Issuer, the Administrator, the Non-Conduit Purchasers, the CP Conduit Purchaser Groups, the
Funding Agents and the Class B Note Purchasers from time to time parties thereto, the
Administrative Agent 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 the
same may be from time to time amended, supplemented or otherwise modified, the “Base
Indenture” and, together with the Indenture Supplement, the “Indenture”), between the
Issuer and the Indenture Trustee;



          WHEREAS, the Acquiring Purchaser Group wishes to become a [Non-Conduit Purchaser] [CP Conduit
Purchaser and the APA Bank[s] with respect to such CP Conduit Purchaser] and party to the Indenture
Supplement; and



          WHEREAS, the Transferor Purchaser Group is selling and assigning to the Acquiring Purchaser
Group a portion of their respective rights, obligations and commitments under the Indenture
Supplement and the Class A Investor Notes;



          NOW, THEREFORE, the parties hereto hereby agree as follows:



          1. Upon the execution and delivery of this Purchaser Group Supplement by the Acquiring
Purchaser Group[, the Funding Agent with respect thereto,] the Transferor Purchaser Group, the
Issuer, the Administrator and the Administrative Agent (the date of such execution and delivery,
the “Transfer Effective Date”), the Acquiring Purchaser Group shall be a [Non-



J-1









 




Conduit Purchaser] [CP Conduit Purchaser and the APA Bank with respect to such CP Conduit
Purchaser] under the Indenture Supplement for all purposes thereof and shall be entitled to all of
the respective rights and privileges, and subject to all of the respective duties and obligations
thereof.




          2. The Transferor Purchaser Group acknowledges receipt from the Acquiring Purchaser Group of
an amount equal to the purchase price, as agreed between the Transferor Purchaser Group and such
Acquiring Purchaser Group and set forth on Schedule I hereto (the “Purchase Price”), for
the percentage being purchased by such Acquiring Purchaser Group set forth on Schedule I hereto
(such Acquiring Purchaser Group’s “Purchased Percentage”) of the Transferor Purchaser
Group’s Class A Maximum Purchaser Group Invested Amount and the Transferor Purchaser Group’s
Purchaser Group Invested Amount, in each case, in the amount set forth on Schedule I hereto. The
Transferor Purchaser Group hereby irrevocably sells, assigns and transfers to the Acquiring
Purchaser Group, without recourse, representation or warranty (other than as set forth below), and
the Acquiring Purchaser Group hereby irrevocably purchases, takes and assumes from the Transferor
Purchaser Group, the Purchased Percentage of the Transferor Purchaser Group’s Class A Maximum
Purchaser Group Invested Amount and Purchaser Group Invested Amount under the Indenture Supplement.



          3. From and after the Transfer Effective Date, amounts that would otherwise be payable to or
for the account of the Transferor Purchaser Group in respect of the Purchased Percentage of the
Transferor Purchaser Group’s Class A Maximum Purchaser Group Invested Amount and Purchaser Group
Invested Amount pursuant to the Indenture Supplement shall, instead, be payable to or for the
account of the Acquiring Purchaser Group. The Transferor Purchaser Group and the Acquiring
Purchaser Group hereby agree that all Commitment Fees that accrued prior to the Transfer Effective
Date in respect of the Purchased Percentage of the Transferor Purchaser Group’s Class A Maximum
Purchaser Group Invested Amount and all Class A Monthly Interest that accrued prior to the Transfer
Effective Date in respect of the Purchased Percentage of the Transferor Purchaser Group’s Purchaser
Group Invested Amount shall be payable by the Administrative Agent to the Transferor Purchaser
Group on the [_______] Payment Date.



          4. Each of the parties to this Purchaser Group Supplement agrees that at any time and from
time to time upon the written request of any other party, it will execute and deliver such further
documents and do such further acts and things as such other party may reasonably request in order
to effect the purposes of this Purchaser Group Supplement.



          5. By executing and delivering this Purchaser Group Supplement, the Transferor Purchaser Group
and the Acquiring Purchaser Group confirm to and agree with each other as follows: (i) other than
the representation and warranty that it is the legal and beneficial owner of the interest being
assigned hereby free and clear of any adverse claim, the Transferor Purchaser Group makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with the Indenture Supplement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Class A
Investor Notes, the Transaction Documents or any instrument or document furnished pursuant thereto;
(ii) the Transferor Purchaser Group makes no representation or warranty and assumes no
responsibility with respect to the financial condition



J-2









 




of the Issuer, Holdings, VMS or the Origination Trust or the performance or observance by the
Issuer, Holdings, VMS or the Origination Trust of any of their obligations under the Indenture, the
Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) each
Acquiring Purchaser Group confirms that it has received a copy of the Indenture and such other
Transaction Documents and other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Purchaser Group Supplement; (iv) each Acquiring
Purchaser Group will, independently and without reliance upon the Administrative Agent, the
Transferor Purchaser Group or any other Purchaser Group and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Indenture; (v) the Acquiring Purchaser Group appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers
under the Indenture Supplement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in accordance with Article 10
of the Indenture Supplement; (vi) [the Acquiring Purchaser Group appoints and authorizes the
Funding Agent with respect to the Acquiring Purchaser Group to take such action as agent on its
behalf and to exercise such powers under the Indenture Supplement as are delegated to the Funding
Agent with respect to the Acquiring Purchaser Group by the terms thereof, together with such powers
as are reasonably incidental thereto, all in accordance with Article 11 of the Indenture
Supplement; (vii)] each Acquiring Purchaser Group agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Indenture are required to be performed
by it as an Acquiring Purchaser Group and (viii) each Acquiring Purchaser Group confirms that it is
an Eligible Assignee.




          6. Schedule I hereto sets forth the revised Class A Maximum Purchaser Group Invested Amount
and Purchaser Group Invested Amount of the Transferor Purchaser Group and the Class A Maximum
Purchaser Group Invested Amount and Purchaser Group Invested Amount of the Acquiring Purchaser
Group as well as administrative information with respect to the Acquiring Purchaser Group [and its
Funding Agent].



          7. From and after the Transfer Effective Date, (a) the Acquiring Purchaser Group shall be a
party to the Indenture Supplement and, to the extent provided in this Purchaser Group Supplement,
have the rights and obligations of a [Non-Conduit Purchaser] [CP Conduit Purchaser and an APA Bank]
thereunder and shall be bound by the provisions thereof and (b) the Transferor Purchaser Group
shall, to the extent provided in this Purchaser Group Supplement, relinquish its rights and be
released from its obligations under the Indenture Supplement.



          8. [Each member of the Acquiring Purchaser Group is an “accredited investor”, as such term is
defined in Rule 501(d) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”).] [Each member of the Acquiring Purchaser Group is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and is aware that the sale or transfer 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].



J-3









 





          9. This Purchaser Group Supplement shall be governed by, and construed in accordance with, the
laws of the State of New York.



J-4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Purchaser Group Supplement to be
executed by their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 	 	 

	 	 	[Name of [Non-Conduit Purchaser] [CP Conduit

Purchaser]], as Transferor Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[[Name of APA Bank], as Transferor Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 ]	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of [Non-Conduit Purchaser] [CP Conduit

Purchaser]] as Acquiring Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[[Name of APA Bank], as Acquiring Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Funding Agent], as Funding Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 ]	 	 











J-5









 











	 	 	 	 	 

	CONSENTED AND ACKNOWLEDGED:
	 
	 	 	 	 
	CHESAPEAKE FUNDING LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 









J-6









 








Schedule I

to Purchaser Group Supplement

relating to the Series 2011-1 Indenture Supplement 

dated as of June 29, 2011 among

Chesapeake Funding LLC,

PHH Vehicle Management Services, LLC, as Administrator,

the Non-Conduit Purchasers named therein,

the CP Conduit Purchaser Groups named therein,

the Funding Agents Named Therein,

The Class B Note Purchasers Named Therein,

JPMorgan Chase Bank, N.A., 

as Administrative Agent, and

The Bank of New York Mellon,

as Indenture Trustee,

to the Amended and Restated Base Indenture dated as of December 17, 2008

between Chesapeake Funding LLC and

The Bank of New York Mellon,

as Indenture Trustee




 





Name of Transferor Purchaser Group/[Non-Conduit Purchaser] [CP Conduit Purchaser]:



[Name of Transferor Purchaser Group/APA Bank[s]:          ]



Name of Acquiring Purchaser Group/[Non-Conduit Purchaser] [CP Conduit Purchaser]:



[Name of Acquiring Purchaser Group/APA Bank[s]:          ]



Transfer Effective Date:



Purchased Percentage:



Purchase Price:



Purchaser Group Invested Amount Assigned/Acquiring Purchaser Group’s Purchaser Group Invested
Amount:



Class A Maximum Purchaser Group Invested Amount Assigned/Acquiring Purchaser Group’s Class A
Maximum Purchaser Group Invested Amount:



[APA Bank Percentage of each APA Bank in the Acquiring Purchaser Group:          ]



Revised Purchaser Group Invested Amount of Transferor Purchaser Group:



Revised Class A Maximum Purchaser Group Invested Amount of Transferor Purchaser Group:







 









 







Address of Acquiring Purchaser Group/[Non-Conduit Purchaser] [CP Conduit Purchaser]:



[Address of Acquiring Purchaser Group/APA Bank[s]:



Address of Acquiring Purchaser Group’s Funding Agent:           ]




 









 





EXHIBIT K

TO SERIES 2011-1

INDENTURE SUPPLEMENT




FORM OF CLASS B NOTE TRANSFER SUPPLEMENT




          CLASS B NOTE TRANSFER SUPPLEMENT, dated as of _____________, ____ among [NAME OF CLASS B NOTE
PURCHASER] (the “Transferor Class B Note Purchaser”), the Class B Note Purchaser listed as
the Acquiring Class B Note Purchaser on the signature page hereof (the “Acquiring Class B Note
Purchaser”), CHESAPEAKE FUNDING LLC, a Delaware limited liability company (the
“Issuer”), and PHH VEHICLE MANAGEMENT SERVICES, LLC, as Administrator (in such capacity,
the “Administrator”).



W I T N E S S E T H:




          WHEREAS, this Class B Note Transfer Supplement is being executed and delivered in accordance
with Section 12.10(f) of the Series 2011-1 Indenture Supplement dated as of June 29, 2011 (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) among
the Issuer, the Administrator, the Non-Conduit Purchasers, the CP Conduit Purchaser Groups, the
Funding Agents and the Class B Note Purchasers from time to time parties thereto, the
Administrative Agent 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 the
same may be from time to time amended, supplemented or otherwise modified, the “Base
Indenture” and, together with the Indenture Supplement, the “Indenture”), between the
Issuer and the Indenture Trustee;



          WHEREAS, the Acquiring Class B Note Purchaser wishes to become a Class B Note Purchaser and
party to the Indenture Supplement; and



          WHEREAS, the Transferor Class B Note Purchaser is selling and assigning to the Acquiring Class
B Note Purchaser a portion of its rights, obligations and commitments under the Indenture
Supplement and the Class B Investor Notes;



          NOW, THEREFORE, the parties hereto hereby agree as follows:



          1. Upon the execution and delivery of this Class B Note Transfer Supplement by the Acquiring
Class B Note Purchaser, the Issuer and the Administrator (the date of such execution and delivery,
the “Transfer Effective Date”), the Acquiring Class B Note Purchaser shall be a Class B
Note Purchaser under the Indenture Supplement for all purposes thereof and shall be entitled to all
of the respective rights and privileges, and subject to all of the respective duties and
obligations thereof.



K-1









 





          2. The Transferor Class B Note Purchaser acknowledges receipt from the Acquiring Class B Note
Purchaser of an amount equal to the purchase price, as agreed between the Transferor Class B Note
Purchaser and such Acquiring Class B Note Purchaser and set forth on Schedule I hereto (the
“Purchase Price”), for the percentage being purchased by such Acquiring Class B Note
Purchaser set forth on Schedule I hereto (such Acquiring Class B Note Purchaser’s “Purchased
Percentage”) of the Transferor Class B Note Purchaser’s Class B Invested Amount in the amount
set forth on Schedule I hereto. The Transferor Class B Note Purchaser hereby irrevocably sells,
assigns and transfers to the Acquiring Class B Note Purchaser, without recourse, representation or
warranty (other than as set forth below), and the Acquiring Class B Note Purchaser hereby
irrevocably purchases, takes and assumes from the Transferor Class B Note Purchaser, the Purchased
Percentage of the Transferor Class B Note Purchaser’s Class B Invested Amount under the Indenture
Supplement.



          3. From and after the Transfer Effective Date, amounts that would otherwise be payable to or
for the account of the Transferor Class B Note Purchaser in respect of the Purchased Percentage of
the Transferor Class B Note Purchaser’s Class B Invested Amount pursuant to the Indenture
Supplement shall, instead, be payable to or for the account of the Acquiring Class B Note
Purchaser. The Transferor Class B Note Purchaser and the Acquiring Class B Note Purchaser hereby
agree that all Class B Monthly Interest that accrued prior to the Transfer Effective Date in
respect of the Purchased Percentage of the Transferor Class B Note Purchaser’s Class B Invested
Amount shall be payable by the Indenture Trustee to the Transferor Class B Note Purchaser on the
[_______] Payment Date.



          4. Each of the parties to this Class B Note Transfer Supplement agrees that at any time and
from time to time upon the written request of any other party, it will execute and deliver such
further documents and do such further acts and things as such other party may reasonably request in
order to effect the purposes of this Class B Note Transfer Supplement.



          5. By executing and delivering this Class B Note Transfer Supplement, the Transferor Class B
Note Purchaser and the Acquiring Class B Note Purchaser confirm to and agree with each other as
follows: (i) other than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned hereby free and clear of any adverse claim, the Transferor Class B
Note Purchaser makes no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with the Indenture
Supplement or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Indenture, the Class B Investor Notes, the Transaction Documents or any instrument or
document furnished pursuant thereto; (ii) the Transferor Class B Note Purchaser makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Issuer, Holdings, VMS or the Origination Trust or the performance or observance by the Issuer,
Holdings, VMS or the Origination Trust of any of their obligations under the Indenture, the
Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) each
Acquiring Class B Note Purchaser confirms that it has received a copy of the Indenture and such
other Transaction Documents and other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Class B Note Transfer Supplement; (iv)
each Acquiring Class B Note Purchaser will, independently and without reliance upon the Transferor
Class B Note Purchaser and based



K-2









 




on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Indenture; and (v) the Acquiring
Class B Note Purchaser agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Indenture are required to be performed by it as an Acquiring
Class B Note Purchaser.




          6. Schedule I hereto sets forth the revised Class B Invested Amount of the Transferor Class B
Note Purchaser and the Class B Invested Amount of the Acquiring Class B Note Purchaser as well as
administrative information with respect to the Acquiring Class B Note Purchaser.



          7. From and after the Transfer Effective Date, (a) the Acquiring Class B Note Purchaser shall
be a party to the Indenture Supplement and, to the extent provided in this Class B Note Transfer
Supplement, have the rights and obligations of a Class B Note Purchaser thereunder and shall be
bound by the provisions thereof and (b) the Transferor Class B Note Purchaser shall, to the extent
provided in this Class B Note Transfer Supplement, relinquish its rights and be released from its
obligations under the Indenture Supplement.



          8. [The Acquiring Class B Note Purchaser is an “accredited investor”, as such term is defined
in Rule 501(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”).] [The Acquiring Class B Note Purchaser is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is
aware that the sale or transfer 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].



          9. This Class B Note Transfer Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.



K-3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Class B Note Transfer Supplement to be
executed by their respective duly authorized officers as of the date first set forth above.



	 	 	 	 	 	 	 

	 	 	[Name of Class B Note Purchaser], as Transferor Class
B Note Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Class B Note Purchaser], as Class B Note
Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






K-4









 





	 	 	 	 	 

	CONSENTED AND ACKNOWLEDGED:
	 
	 	 	 	 
	CHESAPEAKE FUNDING LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 










K-5









 








Schedule I

to Class B Note Transfer Supplement

relating to the Series 2011-1 Indenture Supplement 

dated as of June 29, 2011 among

Chesapeake Funding LLC,

PHH Vehicle Management Services, LLC, as Administrator,

the Non-Conduit Purchasers named therein,

the CP Conduit Purchaser Groups named therein,

the Funding Agents Named Therein,

The Class B Note Purchasers Named Therein,

JPMorgan Chase Bank, N.A., 

as Administrative Agent, and

The Bank of New York Mellon,

as Indenture Trustee,

to the Amended and Restated Base Indenture dated as of December 17, 2008

between Chesapeake Funding LLC and

The Bank of New York Mellon,

as Indenture Trustee




 





Name of Transferor Class B Note Purchaser:



Name of Acquiring Class B Note Purchaser:



Transfer Effective Date:



Purchased Percentage:



Purchase Price:



Class B Invested Amount Assigned/Acquiring Class B Note Purchaser’s Class B Invested Amount:



Revised Class B Invested Amount of Transferor Class B Note Purchaser:







K-vi









 







Address of Acquiring Class B Note Purchaser:





K-vii