Exhibit 4.4.11




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    2ARTICLE 2 PURCHASE AND SALE OF SERIES 2010-1 INVESTOR NOTES; INCREASES
AND DECREASES OF CLASS A INVESTED AMOUNT
    
    
    39SECTION 2.1. Purchases of the Series 2010-1 Investor Notes
    
    
    39SECTION 2.2. Delivery
    
    
    40SECTION 2.3. Procedure for Initial Issuance of Series 2010-1 Investor Notes and for
Increasing the Class A Invested Amount
    
    
    40SECTION 2.4. Sales by CP Conduit Purchasers of Class A Investor Notes to APA Banks
    
    
    44SECTION 2.5. Procedure for Decreasing the Class A Invested Amount; Optional Termination
    
    
    44SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the Commitments
    
    
    45SECTION 2.7. Interest; Fees
    
    
    46SECTION 2.8. Indemnification by the Issuer and the Administrator
    
    
    48SECTION 2.9. Funding Agents
    
    
    49SECTION 2.10. Replacement
    
    
    49SECTION 2.11. Defaulting Purchaser Groups
    
    
    50ARTICLE 3 ARTICLE 5 OF THE BASE INDENTURE
    
    
    51ARTICLE 4 AMORTIZATION EVENTS
    
    
    71ARTICLE 5 OPTIONAL PREPAYMENT
    
    
    73ARTICLE 6 SERVICING AND ADMINISTRATOR FEES
    
    
    74SECTION 6.1. Servicing Fee
    
    
    74SECTION 6.2. Administrator Fee
    
    
    74ARTICLE 7 CHANGE IN CIRCUMSTANCES
    
    
    74
 i




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PageSECTION 7.1. Illegality
    
    
    74SECTION 7.2. Increased Costs.
    
    
    75SECTION 7.3. Taxes
    
    
    76SECTION 7.4. Break Funding Payments
    
    
    79SECTION 7.5. Alternate Rate of Interest
    
    
    80SECTION 7.6. Mitigation Obligations
    
    
    80ARTICLE 8 REPRESENTATIONS AND WARRANTIES, COVENANTS
    
    
    81SECTION 8.1. Representations and Warranties of the Issuer and VMS
    
    
    81SECTION 8.2. Covenants of the Issuer and VMS
    
    
    81SECTION 8.3. Covenants of the Administrator
    
    
    82SECTION 8.4. Obligations Unaffected
    
    
    83ARTICLE 9 CONDITIONS PRECEDENT
    
    
    84SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement
    
    
    84ARTICLE 10 THE ADMINISTRATIVE AGENT
    
    
    89SECTION 10.1. Appointment
    
    
    89SECTION 10.2. Delegation of Duties
    
    
    89SECTION 10.3. Exculpatory Provisions
    
    
    89SECTION 10.4. Reliance by Administrative Agent
    
    
    90SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event
    
    
    90SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers
    
    
    91SECTION 10.7. Indemnification
    
    
    91SECTION 10.8. The Administrative Agent in Its Individual Capacity
    
    
    92SECTION 10.9. Resignation of Administrative Agent; Successor Administrative Agent
    
    
    92ARTICLE 11 THE FUNDING AGENTS
    
    
    93
 ii




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PageSECTION 11.1. Appointment
    
    
    93SECTION 11.2. Delegation of Duties
    
    
    93SECTION 11.3. Exculpatory Provisions
    
    
    93SECTION 11.4. Reliance by Each Funding Agent
    
    
    94SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event
    
    
    94SECTION 11.6. Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups
    
    
    94SECTION 11.7. Indemnification
    
    
    95ARTICLE 12 MISCELLANEOUS
    
    
    95SECTION 12.1. Ratification of Indenture
    
    
    95SECTION 12.2. Governing Law
    
    
    95SECTION 12.3. Further Assurances
    
    
    96SECTION 12.4. Payments
    
    
    96SECTION 12.5. Costs and Expenses
    
    
    96SECTION 12.6. No Waiver; Cumulative Remedies
    
    
    96SECTION 12.7. Amendments
    
    
    96SECTION 12.8. Severability
    
    
    98SECTION 12.9. Notices
    
    
    98SECTION 12.10. Successors and Assigns
    
    
    98SECTION 12.11. Securities Laws
    
    
    102SECTION 12.12. Adjustments; Set-off
    
    
    102SECTION 12.13. Counterparts
    
    
    103SECTION 12.14. No Bankruptcy Petition
    
    
    103SECTION 12.15. SUBIs
    
    
    104SECTION 12.16. Discharge of Indenture
    
    
    104
 iii




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PageSECTION 12.17. Limited Recourse
    
    
    105SECTION 12.18. Waiver of Setoff
    
    
    105SECTION 12.19. Conflict of Instructions
    
    
    105SECTION 12.20. JPMorgan Chase Conflict Waiver
    
    
    105SECTION 12.21. Confidential Information.
    
    
    106
 SCHEDULESSchedule I:
    
    List of Purchaser GroupsSchedule II:
    
    List of Class B Note PurchasersEXHIBITSExhibit A:
    
    Form of Class A Investor NoteExhibit B:
    
    Form of Class B Investor NoteExhibit C:
    
    Increase NoticeExhibit D:
    
    Form of Lease Rate CapExhibit E:
    
    Monthly Settlement StatementExhibit F:
    
    Form of Agreed Upon Procedures  Lease Data FileExhibit G:
    
    Form of Agreement Upon Procedures  Characteristics of LeasesExhibit H:
    
    UCC CertificateExhibit I:
    
    Form of Transfer SupplementExhibit J:
    
    Form of Purchaser Group SupplementExhibit K:
    
    Form of Class B Note Transfer Supplement
 iv




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Indenture Supplement Issuer VMS Administrator Administrative Agent Section
12.10(g) Class B Note Purchasers Class B Note
Purchaser Indenture Trustee Base Indenture
 PRELIMINARY STATEMENT
 Sections 2.2 12.1
  DESIGNATION
    I-1




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2  DEFINITIONS
 Schedule 1
  Acquiring APA Bank Section 12.10(c)
 Acquiring Class B Note Purchaser Section 12.10(g)
 Acquiring Purchaser Group Section 12.10(e)
 Adjusted LIBO Rate
 Administrative Agent
 Affected Party
 Alternate Base Rate plus 1 2 plus
 Amortization Event Article 4




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3 APA Bank Section 12.10(c)
 APA Bank Funded Amount
 APA Bank Participants Section 12.10(d)
 APA Bank Percentage
 Applicable Law
 Applicable Margin
 Article 7 Costs
 Asset Purchase Agreement
 Available APA Bank Funding Amount provided however




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4 plus
 Available CP Funding Amount
 Benefitted Purchaser Group Section 12.12(a)
 Board
 Calculation Agent
 Capital Lease
 Car
 Change in Control
 Charge-Off Ratio




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5 Class A Additional Interest Section 5A.3(c)
 Class A Contingent Monthly Funding Costs
  divided
 divided
 divided
 Class A Contingent Monthly Funding Costs Shortfall Section
5A.3(c)
 Class A Contingent Monthly Interest Payment Section
5A.4(c)(xiii)
 Class A Initial Invested Amount Section 2.3(a)




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6 Class A Invested Amount
 Class A Investor Noteholder
 Class A Investor Notes
 Class A Maximum Invested Amount
 Class A Maximum Purchaser Group Invested Amount Section 2.6
 Class A Monthly Funding Costs




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7  plus
  times plus divided
 plus
 times plus divided
 plus
 times divided
 times divided




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8  times divided
by
 Class A Monthly Funding Costs Shortfall
 Class A Monthly Interest Section 5A.3(a)
 Class A Note Rate provided however
 Class A Participants
 Class A Senior Monthly Funding Costs
 Class A Senior Monthly Funding Costs Shortfall Section
5A.3(c)
 Class A Senior Monthly Interest Payment Section
5A.4(c)(iv)
 Class B Additional Interest Section 5A.3(c)
 Class B Contingent Monthly Interest




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9 Class B Contingent Monthly Interest Payment Section
5A.3(c)
 Class B Contingent Monthly Interest Shortfall Section
5A.3(c)
 Class B Initial Invested Amount
 Class B Invested Amount
 Class B Investor Noteholder
 Class B Investor Notes
 Class B Monthly Interest
 Class B Monthly Interest Shortfall
 Class B Note Margin Section 12.7
 Class B Note Purchase Commitment
 Class B Note Purchaser
 Class B Note Rate




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10 Class B Participants Section 12.10(g)
 Class B Senior Monthly Interest
 Class B Senior Monthly Interest Payment Section
5A.3(c)
 Class B Senior Monthly Interest Shortfall Section
5A.3(c)
 Commercial Paper
 Commitment
 Commitment Fee Section 2.7(e)
 Commitment Fee Payment Section 5A.4(c)(v)
 Commitment Fee Rate
 Commitment Percentage
 Conduit Assignee Section 12.10(b)
 Consolidated Net Worth




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11 Consolidated Subsidiaries
 CP Conduit Funded Amount
 CP Conduit Purchaser
 CP Conduit Purchaser Group
 CP Rate Period Section
2.7(b) provided
 CP Tranche
 Daily Principal Utilization Amount Section 2.5
 Decrease Section 2.5(a)
 Defaulting Purchaser Group




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12  Deficiency Section 5A.4(b)
 Delinquency Ratio
 Discount




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13  Effective Date Section 9.1
 Eligible Assignee
 Equipment
 Eurodollar Period
   provided




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14  Eurodollar Tranche
 Excess Alternative Vehicle Amount
    Excess Equipment Amount
    Excess Forklift Amount




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15   Excess Heavy-Duty Truck Amount
    Excess High Lease Balance Amount
 Excess Longer-Term Lease Amount
 Excess Medium-Duty Truck Amount




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16   Excess State Obligor Risk Amount
 Excess Trailer Amount
    Excess Truck Amount




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17  Excess Truck Body Amount
    Excluded Taxes
 Expiry Date




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18 Extending Purchaser Group
 Federal Funds Effective Rate
 Fee Letter
 Final Maturity Date
 Finance Charge Rate
 Financial Assets
 Floating Tranche
 Forklift
 Funding Agent
 Gross Vehicle Weight
 Guaranty




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19 provided
 Heavy-Duty Truck
 Increase Amount Section 2.3(a)
 Increase Date Section 2.3(a)
 Increased Costs Section
2.8
 Increased Costs Carry Forward Amount Sections 5A.4(c)(xvii)
 Increases Section 2.3(a)
 Indebtedness




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20  Indemnified Taxes
 Indenture Supplement
 JPMorgan Chase
 Lease Rate Cap Costs Section 5A.12(e)
 Lease Rate Cap Event Section 5A.12
 LIBO Rate provided provided further




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21 LIBOR Determination Date
 Light-Duty Truck
 London Business Day
 Management Fee Yield
 Match Funding CP Conduit Purchaser Section 2.7(d) 2.7(b) (c) Sections 2.7(b) (c)
 Medium-Duty Truck
 Monthly Principal Payment Section 5A.6
 New York UCC
 Non-Conduit Purchaser
 Non- Conduit Purchaser Group
 Non-Conduit Purchaser Participants Section 12.10(f)
 Non-Extending Purchaser Group Section 2.6(b)




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22 One-Month LIBOR provided, however provided, further provided, finally
 Optional Termination Date Section 2.5(b)
 Optional Termination Notice Section 2.5(b)
 Other Taxes
 Outstanding
 Overconcentration Amount




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23  Paid-In Advance Loss Ratio
 Paydown Period
 Payment Date
 PHH Credit Agreement




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24  Pooled Funding CP Conduit Purchaser
 Prepayment Date Article 5
 Prime Rate
 Principal Overpayment Amount Section 5A.2(f)
 Program Fee Rate
 Program Costs plus
 Program Support Provider




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25 Pro Rata Share
 Purchase Percentage
 Purchaser Group
 Purchaser Group Increase Amount
 Purchaser Group Invested Amount plus Section 2.3 minus Section 5A.7
 Purchaser Group Supplement 12.10(e)
 Rating Agencies
 Rating Agency Condition
 Record Date




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26 Reference Banks
 Related Non-Conduit Purchaser
 Related Purchaser Group
 Remaining Lease Term
 Replacement Class B Note Purchaser Section 2.10(b)
 Replacement Purchaser Group Section 2.10(a)
 Residual Value Loss Ratio
 Scheduled Expiry Date Section 2.6(b)
 Securities Intermediary
 Series 2006-2 Indenture Supplement




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27 Series 2006-2 Investor Notes
 Series 2010-1
 Series 2010-1 Administrator Fee
 Series 2010-1 Allocated Adjusted Aggregate Unit Balance
 Series 2010-1 Allocated Asset Amount Deficiency
 Series 2010-1 Amortization Period
 Series 2010-1 Basic Servicing Fee Section 6.1
 Series 2010-1 Basis Spread
 Series 2010-1 Closing Date
 Series 2010-1 Collateral
 Series 2010-1
Collection Section 5A.1(a)
 Series 2010-1 Daily Principal Allocation Section
5A.2(b)
 Series 2010-1 Designated Account




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28 Series 2010-1 Distribution Account Section 5A.11(a)
 Series 2010-1 Eligible Counterparty Section
5A.12
 Series 2010-1 Gain on Sale Account Percentage
 Series 2010-1 Initial Funding Date Section 2.1(a)
 Series 2010-1 Initial Invested Amount
 Series 2010-1 Interest Period provided
 Series 2010-1 Invested Amount
 Series 2010-1 Invested Percentage




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29 Series 2010-1 Investor Noteholder
 Series 2010-1 Investor Notes
 Series 2010-1 Liquid Credit Enhancement Deficiency
 Series 2010-1 Majority in Interest
 Series 2010-1 Minimum Yield Rate
 Series 2010-1 Monthly Interest
 Series 2010-1 Monthly Residual Value Gain
 Series 2010-1 Monthly Servicer Advance Reimbursement Amount
 Series 2010-1 Note Rate
 Series 2010-1 Note Termination Date




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30 Series 2010-1 Prepayment Amount
 plus
 times divided by plus
 plus




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31   plus
 plus
 plus
  plus
 Series 2010-1 Principal Collection Subaccount Section
5A.1(a)
 Series 2010-1 Principal Payment Amount immediately
 Series 2010-1 Required Asset Amount
 Series 2010-1 Required Enhancement Amount




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32         plus




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33    provided, however
 Series 2010-1 Required Investor Noteholders
 Series 2010-1 Required Overcollateralization Amount
 Series 2010-1 Required Percentage




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34 Series 2010-1 Required Reserve Account Amount
 Series 2010-1 Required Yield Supplement Amount
 Series 2010-1 Reserve Account Section 5A.9(a)
 Series 2010-1 Reserve Account Amount
 Series 2010-1 Reserve Account Surplus
 Series 2010-1 Revolving Period
 Series 2010-1 Servicing Fee Section 6.1
 Series 2010-1 Servicing Fee Percentage Section 6.1
 Series 2010-1 Settlement Collection Subaccount Section
5A.1(a)
 Series 2010-1 Subaccounts Section 5A.1(a)
 Series 2010-1 Supplemental Servicing Fee Section 6.1
 Series 2010-1 Weighted Average Cost of Funds divided




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35  Series 2010-1 Yield Shortfall
 Series 2010-1 Yield Shortfall Amount
 Series 2010-1 Yield Shortfall Lease
 Series 2010-1 Yield Shortfall Lease Average Balance
 Series 2010-1 Yield Shortfall Lease Break Even Amount
 Series 2010-1 Yield Shortfall Lease Remaining Term




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36  Series 2010-1 Yield Supplement Account Section
5A.10(a)
 Series 2010-1 Yield Supplement Account Amount
 Series 2010-1 Yield Supplement Account Surplus
 Series 2010-1 Yield Supplement Deficiency
 Statutory Reserve Rate minus
 Subsidiary
 Tangible Net Worth
 Taxes




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37 Three Month Average Charge-Off Ratio
 Three Month Average Delinquency Ratio
 Three Month Average Paid-In Advance Loss Ratio
 Three Month Average Residual Value Loss Ratio
 Total Cash Available Section 5A.2(a) Section 5A.1(b) Section 5A.2(f)
 Tractor
 Trailer
 Transfer Supplement
 Truck




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38 Truck Body




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PURCHASE AND SALE OF SERIES 2010-1 INVESTOR NOTES;
 INCREASES AND DECREASES OF CLASS A INVESTED AMOUNT
 SECTION 2.1. Purchases of the Series 2010-1 Investor Notes
 Initial Purchase of Class A Investor Notes Section 2.3 Series 2010-1 Initial Funding Date Section 2.3(e)
 Initial Purchase of Class B Investor Notes Section 2.3
 Class A Maximum Purchaser Group Invested Amounts




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40  Forms of Series 2010-1 Investor Notes
 SECTION 2.2. Delivery.
 Section 2.2(b)(i)
 Section 2.4
 prima facie
 SECTION 2.3. Procedure for Initial Issuance of Series 2010-1 Investor Notes and for
Increasing the Class A Invested Amount
 Section 2.3(c) Section 2.1




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41 Increase Increase Date provided however provided further Increase
Amount Class
A Initial Invested Amount




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42    Section 2.3(c)
 Section 2.3(a) Section 2.3(c) clause
(i) (iii) (iv) (vi) Section 2.3(c)
 Section 2.3(a) Section 2.3(d) Sections 2.3(a) (c)




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43  Section 2.3(f) Section
2.1




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44 Section 2.3(f)
 SECTION 2.4. Sales by CP Conduit Purchasers of Class A Investor Notes to APA Banks
 SECTION 2.5. Procedure for Decreasing the Class A Invested Amount; Optional
Termination.
 Decrease Section 5A.7(c) provided provided further Section 2.5(a)
 Optional Termination Notice Optional Termination Date




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45 Section 2.5(a) Section 2.5(a)
 SECTION 2.6. Increases and Reductions of the Commitments; Extensions of the
Commitments
  provided provided however Section 5A.7(c)
 provided




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46 pro rata provided
 SECTION 2.7. Interest; Fees.
 Sections 5A.5(a) (e)
 Section 2.7(c) Section 2.7(c)
 Section 2.7




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47  Sections 2.7(b) (c) Sections 2.7(b) (c) Section 2.7(d)
 Section 5A.5(b) Section 5A.4(c) Commitment Fee times




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48 divided
  SECTION 2.8. Indemnification by the Issuer and the Administrator
 Company indemnified person Claim provided Section 2.8 Section 5A.5(d)
 Administrator
indemnified person




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49  SECTION 2.9. Funding Agents
 prima facie
 Section 2.9(a)
 SECTION 2.10. Replacement
 Replacement Purchaser Group Section 7.2 7.3




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50 Section 12.10(e) Section 12.10(e)
 Replacement
Class B Note Purchaser Section 7.3 Section 12.10(g)
 SECTION 2.11. Defaulting Purchaser Groups




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51  provided
 Section 2.11
  ARTICLE 5 OF THE BASE INDENTURE
 Sections 5.1 5.4 Article 5 Sections 5.1 5.4
 Section 5A.1 Establishment of Series 2010-1 Subaccounts
 Series 2010-1 Collection Subaccount Series 2010-1 General Collection
Subaccount, Series 2010-1 Principal Collection Subaccount Series
2010-1 Settlement Collection Subaccount Series 2010-1 Subaccounts




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52 provided however
  Section 5A.2 Allocations with Respect to the Series 2010-1 Investor Notes.




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53 Series 2010-1 Daily Principal Allocation
   Section 5.2(e)
    Section 5A.12




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54     Section 2.5(a) Section 2.5
  provided however Section 5A.2(g) Sections 2.5(a) 5A.7(c)
 Section 5A.3 Determination of Interest
 Section 5A.3(a) Class A Monthly Interest divided




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##### 



55




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56 Class A Senior Monthly Funding Costs Shortfall Section 5A.4(c)(iv)
 Class A Contingent Monthly Funding Costs
Shortfall Section
5A.4(c)(xiii)
  Class B Senior Monthly Interest Shortfall Class B Senior Monthly Interest Payment Section 5A.4(c)(vi)
 Class B Contingent Monthly Interest Shortfall Class B Contingent
Monthly Interest Payment Section 5A.4(c)(xiv)
 Class A Additional Interest




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57 Class B Additional Interest
 Section 5A.4 Monthly Application of Collections
 Section 5A.1(b)
 paragraphs (i) (x) Section 5A.4(c) Section 5A.2(e)(i) Deficiency paragraphs (i) (xvii) Section 5A.4(c)




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58 Section 5A.2(e)(i)
    plus Section 9.1
 plus Class A Senior Monthly Interest
Payment
 plus Commitment
Fee Payment




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59       plus Class A
Contingent Monthly Interest Payment




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60    Section 5A.5 Payment of Interest, Fees and Expenses
 Section 6.1 Section 5A.4(c)(iv) Section 5A.4(c)(xiii) plus Section 5A.4(c)(iv) pro rata Section 5A.4(c)(xiii) pro rata




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61 Section 5A.4(c)(v) plus Section
5A.4(c)(v) pro rata
 Section 5A.4(c)(xvii) Section
5A.4(c)(xvii) Section 5A.4(c)(xvii
  pro rata
 pro rata




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62  Section 2.8 Section 5A.4(c)(xvii) Section 5A.4(c)(xvii) Section 2.8 pro rata
 Section 6.1 Section 5A.4(c)(vi) Section 5A.4(c)(xiv)
 Sections 5A.4(c)(xv) Section
5A.4(c)(xv) pro rata
 Section 5A.6 Determination of Monthly Principal Payment
 Monthly Principal Payment




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63 provided however
 Section 5A.7 Payment of Principal
  Section 6.1 Section 5A.6
  pro rata
  Section 2.5(a) Section 5A.7(c) pro rata




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64 Section 7.4
 Section 5A.8 The Administrators Failure to Instruct the Indenture Trustee to
Make a Deposit or Payment
 provided Section 5A.8
 Section 5A.9 Series 2010-1 Reserve Account
 Series 2010-1
Reserve Account provided
 provided however




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65    Section 5A.4(b)




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66 Section 5A.10 Series 2010-1 Yield Supplement Account
 Series 2010-1 Yield
Supplement Account provided
 provided however




---



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67 Section 5A.4(b)
   Section 5A.11 Series 2010-1 Distribution Account
 Series 2010-1
Distribution Account provided




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68  Section 5A.12 Lease Rate Caps




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69 Section 5A.12 Section 5A.12 Section
5A.12
 5A.12(a) (b) (c) Section 5A.12(d) Section 5A.12(d) Section 5A.12(e) Section 5A.4(c)(xv)
 Section 5A.13 Indenture Trustee As Securities Intermediary Series 2010-1
Designated Account Section 5A.13
  Financial Assets New York UCC




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70      Section 5A.13(b)(v)




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71    AMORTIZATION EVENTS




---



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72




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73       .
  OPTIONAL PREPAYMENT
 Prepayment Date




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74   SERVICING AND ADMINISTRATOR FEES
 SECTION 6.1. Servicing Fee Series 2010-1 Basic Servicing
Fee Series Servicing Fee Percentage divided provided, however Series 2010-1 Supplemental Servicing Fee Section 5A.4(c)
 SECTION 6.2. Administrator Fee Series 2010-1 Administrator Fee divided Section 5A.4(c)(ix)
  CHANGE IN CIRCUMSTANCES
 SECTION 7.1. Illegality




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75 Section 7.4
 SECTION 7.2. Increased Costs.
 Section 7.3 Section 7.6 Regulatory Change




---



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76 Section 7.2(b)
 Section 7.2
 Section 7.2 provided Section 7.2 provided further
 SECTION
7.3. Taxes.
 provided Section 7.3(c) Section 7.3




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77 Section 7.3 provided Section
7.3(c) Section 7.3(a) Section 7.3(e) (g) Section 7.3 Section 5A.4(c)




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78 Section 7.3 provided however




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79  Section 7.3 (g)
 SECTION 7.4. Break Funding Payments Section 2.5 Section 2.5




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80 Section 5A.4(c)
 SECTION 7.5. Alternate Rate of Interest
    SECTION 7.6. Mitigation Obligations Section
7.2 Section 7.3 Section 7.2




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81 7.3
  REPRESENTATIONS AND WARRANTIES, COVENANTS
 SECTION 8.1. Representations and Warranties of the Issuer and VMS
   SECTION 8.2. Covenants of the Issuer and VMS




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82  SECTION 8.3. Covenants of the Administrator
  Section
8.3(b)




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83       SECTION 8.4. Obligations Unaffected




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84   CONDITIONS PRECEDENT
 SECTION 9.1. Conditions Precedent to Effectiveness of Indenture Supplement
 Documents
 Corporate Documents; Proceedings of the Issuer, the Administrator, SPV, Holdings, the
Origination Trust, PHH, the Intermediary and the Servicer




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85   Good Standing Certificates
 Consents, Licenses, Approvals, Etc.




---



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86 No Litigation.
 Lien Searches
 UCC Certificate
 Filings, Registrations and Recordings




---



##### 



87  Legal Opinions
 Opinion
 Fees and Expenses




---



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88 Establishment of Accounts
 Lease Rate Caps Section 5A.12
 Material Adverse Change
 Ratings of Series 2010-1 Investor Notes
 Ratings of Commercial Paper
 Agreed Upon Procedures
 Class A Investor Notes
 Class B Investor Notes




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89  THE ADMINISTRATIVE AGENT
 SECTION 10.1. Appointment
 SECTION 10.2. Delegation of Duties
 SECTION 10.3. Exculpatory Provisions




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90  SECTION 10.4. Reliance by Administrative Agent
 SECTION 10.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event provided




---



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91 SECTION 10.6. Non-Reliance on the Administrative Agent and Other Purchasers
 SECTION 10.7. Indemnification Section 10.7 provided




---



##### 



92  SECTION 10.8. The Administrative Agent in Its Individual Capacity
 SECTION 10.9. Resignation of Administrative Agent; Successor Administrative
Agent




---



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93   THE FUNDING AGENTS
 SECTION 11.1. Appointment
 SECTION 11.2. Delegation of Duties
 SECTION 11.3. Exculpatory Provisions




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94  SECTION 11.4. Reliance by Each Funding Agent
 SECTION 11.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event provided
 SECTION 11.6. Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups




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95  SECTION 11.7. Indemnification Section 11.7 provided
  MISCELLANEOUS
 SECTION 12.1. Ratification of Indenture
 SECTION 12.2. Governing Law




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96 SECTION 12.3. Further Assurances
 SECTION 12.4. Payments Section 12.9 Section 12.9
 SECTION 12.5. Costs and Expenses
 SECTION 12.6. No Waiver; Cumulative Remedies
 SECTION 12.7. Amendments




---



##### 



97  provided, however,
   Section 5A.4(c)
      Section 12.7(a)
 provided however




---



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98   SECTION 12.8. Severability
 SECTION 12.9. Notices Section 13.4
 Administrative
Agent:
    
    JPMorgan Chase Bank, N.A.
c/o J.P. Morgan Securities Inc.
10 South Dearborn, 13th Floor
Chicago, Illinois 60670
Attention: Asset-Backed Finance
Fax (312) 732-3600
 SECTION 12.10. Successors and Assigns Section 12.10 Section 12.10,




---



##### 



99 Section 12.10 Section 12.10
  Acquiring APA Bank Transfer Supplement




---



##### 



100  APA Bank
Participants provided however
 Acquiring Purchaser Group Purchaser Group Supplement
 Non-Conduit Purchaser Participants provided however




---



##### 



101  Acquiring Class B Note Purchaser Class B Note Transfer Supplement Class B
Participants provided however
 provided




---



##### 



102  SECTION 12.11. Securities Laws
 SECTION 12.12. Adjustments; Set-off Benefitted Purchaser Group provided however




---



##### 



103  provided
 SECTION 12.13. Counterparts
 SECTION 12.14. No Bankruptcy Petition




---



##### 



104   SECTION 12.15. SUBIs Del.C et seq
 SECTION 12.16. Discharge of Indenture Section 12.1(b)




---



##### 



105 SECTION 12.17. Limited Recourse
 provided
 SECTION 12.18. Waiver of Setoff
 SECTION 12.19. Conflict of Instructions
 SECTION 12.20. JPMorgan Chase Conflict Waiver Conduit JPMorgan Chase
Roles




---



##### 



106  SECTION 12.21. Confidential Information.
 Section
12.21 Section 12.21 Section
12.21 Section 12.21




---



##### 



107 Section 12.21 Section
12.21
 Section 12.21




---



##### 



CHESAPEAKE FUNDING LLCBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    SVP & TreasurerPHH VEHICLE MANAGEMENT SERVICES, LLCBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    SVP & TreasurerJPMORGAN CHASE BANK, N.A., as Administrative AgentBy:
    /s/ Marquis GilmoreName:
    Marquis GilmoreTitle:
    Managing DirectorTHE BANK OF NEW YORK MELLON, as Indenture TrusteeBy:
    /s/ Jared FischerName:
    Jared FischerTitle:
    Senior Associate K-1




---



##### 



FALCON ASSET SECURITIZATION 
COMPANY LLC, as a CP Conduit PurchaserBy:
    /s/ Marquis GilmoreName:
    Marquis GilmoreTitle:
    Managing DirectorJPMORGAN CHASE BANK, N.A., as an APA 
Bank and a Funding AgentBy:
    /s/ Marquis GilmoreName:
    Marquis GilmoreTitle:
    Managing DirectorSARATOGA FUNDING CORP., LLC, as a CP 
Conduit PurchaserBy:
    /s/ Philip A. MartoneName:
    Philip A. MartoneTitle:
    Vice PresidentDUETSCHE BANK AG, NEW YORK BRANCH, 
as an APA Bank and a Funding AgentBy:
    /s/ Robert SheldonName:
    ROBERT SHELDONTitle:
    Managing DirectorBANK OF AMERICA, NATIONAL 
ASSOCIATION, as a Non-CP Conduit PurchaserBy:
    /s/ J. Matthew ZimmermanName:
    J. MATTHEW ZIMMERMANTitle:
    Vice President K-2




---



##### 



SALISBURY RECEIVABLES COMPANY, as a 
CP Conduit PurchaserBy:
    /s/ Mary LoganName:
    Mary LoganTitle:
    DirectorBARCLAYS BANK PLC, as an APA Bank and a Funding AgentBy:
    /s/ Jeffrey GoldbergName:
    Jeffrey GoldbergTitle:
    DirectorTHUNDER BAY FUNDING, LLC, as a CP 
Conduit PurchaserBy:
    /s/ Lorna P. MendelsonName:
    Lorna P. MendelsonTitle:
    Authorized SignatoryROYAL BANK OF CANADA, as an APA Bank 
and a Funding AgentBy:
    /s/ Robert S. JonesName:
    Robert S. JonesTitle:
    Authorized SignatoryBy:
    /s/ Lorna P. MendelsonName:
    Lorna P. MendelsonTitle:
    Authorized Signatory K-3




---



##### 



CRC FUNDING, LLC, as a CP Conduit Purchaser 
c/o Citibank, N.A.,
          As Operating AgentBy:
    /s/ Steven VierengelName:
    Steven VierengelTitle:
    DirectorCITIBANK, N.A., as an APA Bank and a Funding AgentBy:
    /s/ Steven VierengelName:
    Steven VierengelTitle:
    DirectorWINDMILL FUNDING CORPORATION, as a CP 
Conduit Purchaser c/o Citibank, N.A.,By:
    /s/ Frank B. BilottaName:
    Frank B. BilottaTitle:
    PresidentTHE ROYAL BANK OF SCOTLAND PLC, as an 
APA Bank and a Funding Agent
By: RBS Securities Inc., as agentBy:
    /s/ Michael ZappaterriniName:
    Michael ZappaterriniTitle:
    Managing Director K-4




---



##### 



LIBERTY STREET FUNDING LLC, as a CP 
Conduit PurchaserBy:
    /s/ Frank B. BilottaName:
    Frank B. BilottaTitle:
    PresidentTHE BANK OF NOVA SCOTIA, as an APA Bank 
and a Funding AgentBy:
    /s/ Darren WardName:
    Darren WardTitle:
    DirectorWESTLB AG, NEW YORK BRANCH, as a 
Non-CP Conduit PurchaserBy:
    /s/ Laura A. SichigerName:
    Laura A. SichigerTitle:
    Executive DirectorBy:
    /s/ Liyin LiangName:
    Liyin LiangTitle:
    Associate Director K-5




---



##### 



VARIABLE FUNDING CAPITAL COMPANY LLC, as a CP Conduit
Purchaser
By: Wells Fargo Securities, LLC, as attorney-in-factBy:
    /s/ Douglas R. Wilson, Sr.Name:
    Douglas R. Wilson, Sr.Title:
    DirectorWELLS FARGO BANK NATIONAL 
ASSOCIATION, as an APA Bank and a Funding AgentBy:
    /s/ Leah W. MillerName:
    Leah W. MillerTitle:
    Managing DirectorPHH SUB 2, INC., as Class B Note PurchaserBy:
    /s/ Sandra E. BellName:
    Sandra E. BellTitle:
    Executive Vice President & CFO K-6




---



##### 



LIST OF PURCHASER GROUPS
 MaximumPurchaserGroupAPA Bank
    
    
    
    Invested
    
    MatchCP Conduit Purchaser
    
    APA Bank
    
    Percentage
    
    Funding Agent
    
    Amount
    
    FundingFalcon Asset Securitization
    
    JPMorgan Chase Bank, N.A.
    
    
    10
    %
    
    JPMorgan Chase Bank, N.A.
    
    $
    100,000,000Company LLC
    
    James Glinski
    
    
    
    
    
    James GlinskiJames Glinski
    
    383 Madison Avenue
    
    
    
    
    
    383 Madison Avenue383 Madison Avenue
    
    Floor 31
    
    
    
    
    
    Floor 31Floor 31New York, NY 10179
    
    New York, NY 10179
    
    
    
    
    
    New York, NY 10179Saratoga Funding Corp., LLC
    
    Deutsche Bank AG,
    
    
    10
    %
    
    Deutsche Bank AG,
    
    $
    100,000,000Robert Sheldon
    
    New York Branch
    
    
    
    
    
    New York Branch60 Wall Street,
    
    Robert Sheldon
    
    
    
    
    
    Robert Sheldon3rd Fl
    
    60 Wall Street, 3rd Fl
    
    
    
    
    
    60 Wall Street, 3rd FlNew York, NY 10005
    
    New York, NY 10005
    
    
    
    
    
    New York, NY 10005Salisbury Receivables
    
    Barclays Bank PLC
    
    
    10
    %
    
    Barclays Bank PLC
    
    $
    100,000,000Company
    
    Jeffrey Goldberg
    
    
    
    
    
    Jeffrey GoldbergJanette Lieu
    
    745 7thAve., 5th Fl
    
    
    
    
    
    745 7thAve., 5th Fl745 7thAve., 5th Fl
    
    New York, NY 10019
    
    
    
    
    
    New York, NY 10019New York, NY 10019Thunder Bay Funding, LLC
    
    Royal Bank of Canada
    
    
    10
    %
    
    Royal Bank of Canada
    
    $
    100,000,000c/o Global Securitization
    
    Managing Director
    
    
    
    
    
    Managing DirectorServices, LLC Two Little 68
    
    Liberty Plaza, 5th Floor
    
    
    
    
    
    Liberty Plaza, 5th FloorSouth Service Road, Ste 120
    
    New York, NY 10006-1404
    
    
    
    
    
    New York, NY 10006-1404Melville, NY 11747cc: RBC Capital Markets
    
    
    
    
    
    cc: RBC Capital MarketsAttn: Conduit Management
    
    
    
    
    
    Attn: Conduit ManagementLittle Falls Centre II
    
    
    
    
    
    Little Falls Centre II2751 Centerville Rd.Suite 212
    
    
    
    
    
    2751 Centerville Rd.Suite 212Wilmington, DE 19808
    
    
    
    
    
    Wilmington, DE 19808CRC Funding, LLC
    
    Citibank, N.A.
    
    
    10
    %
    
    Citibank, N.A.
    
    $
    100,000,000Steve Vierengel
    
    Steve Vierengel
    
    
    
    
    
    Steve Vierengel388 Greenwich Street, 19th Fl
    
    388 Greenwich Street,
    
    
    
    
    
    388 Greenwich Street,New York, NY, 10013
    
    19th Fl
    
    
    
    
    
    19th FlNew York, NY, 10013
    
    
    
    
    
    New York, NY, 10013Windmill Funding
    
    The Royal Bank of Scotland
    
    
    10
    %
    
    The Royal Bank of Scotland
    
    $
    100,000,000Corporation
    
    Michael Zappaterrini
    
    
    
    
    
    Michael ZappaterriniMichael Zappaterrini
    
    600 Washington Blvd
    
    
    
    
    
    600 Washington Blvd600 Washington Blvd
    
    Stamford, CT 06901
    
    
    
    
    
    Stamford, CT 06901Stamford, CT 06901Liberty Street Funding LLC
    
    The Bank of Nova Scotia
    
    
    10
    %
    
    The Bank of Nova Scotia
    
    $
    100,000,000c/o Global Securitization
    
    Darren Ward
    
    
    
    
    
    Darren WardServices, LLC
    
    One Liberty Plaza,
    
    
    
    
    
    One Liberty Plaza, 26th Fl114 West 47th St.
    
    26th Fl
    
    
    
    
    
    New York, NY 10006Suite 2310
    
    New York, NY 10006New York, New York 10036




---



##### 



2 MaximumPurchaserGroupAPA Bank
    
    
    
    Invested
    
    MatchCP Conduit Purchaser
    
    APA Bank
    
    Percentage
    
    Funding Agent
    
    Amount
    
    FundingVariable Funding Capital
    
    Wells Fargo Bank,
    
    
    10
    %
    
    Wells Fargo Bank,
    
    $
    100,000,000Company LLC
    
    National Association
    
    
    
    
    
    National AssociationLeah Miller
    
    Leah Miller
    
    
    
    
    
    Leah Miller301 South College Street
    
    301 South College
    
    
    
    
    
    301 South College StreetMAC D1053-082
    
    Street MAC D1053-082
    
    
    
    
    
    MAC D1053-082Charlotte, NC 28202
    
    Charlotte, NC 28202
    
    
    
    
    
    Charlotte, NC 28202
 LIST OF NON-CONDUIT PURCHASERS GROUPS
 MaximumNon- Conduit Purchaser
    
    Address
    
    Purchaser Group Invested AmountBank of America, National
    
    Jessica Richmond
    
    $
    100,000,000Associations
    
    214 North Tyron Street21stFlCharlotte, NC 28255WestLB AG, New York Branch
    
    Laura Spichiger
    
    $
    100,000,000250 Greenwich Street,52ndFlNew York, NY 10007




---



##### 



LIST OF CLASS B NOTE PURCHASERS
 MaximumClass B Note Purchaser
    
    Address
    
    Purchaser Group Invested AmountPHH Sub 2, Inc.
    
    3000 Leadenhall Road
    
    $
    32,967,033Mount Laurel, New Jersey 08054Attention: Mark Johnsonfacsimile no.: (856) 917-4278




---



##### 



CHESAPEAKE FUNDING LLC
 SERIES 2010-1 FLOATING RATE ASSET BACKED VARIABLE FUNDING
INVESTOR NOTE, CLASS A
 provided however
   A-1




---



##### 



Date:
    CHESAPEAKE FUNDING LLCBy:Name:Title:




---



##### 



THE BANK OF NEW YORK MELLON, as
Indenture TrusteeBy:Authorized Signature




---



##### 



Issuer Class A Investor Notes Base Indenture Indenture Trustee Series 2010-1 Indenture Supplement Indenture.
  Payment Date th
 Series 2010-1 Interest Period provided however
 provided however
  A-1




---



##### 



Del.C et seq




---



##### 








---



##### 








---



##### 



CHESAPEAKE FUNDING LLC
 SERIES 2010-1 FLOATING RATE ASSET BACKED INVESTOR NOTE, CLASS B
 
   B-1




---



##### 



Date:
    CHESAPEAKE FUNDING LLCBy:Name:Title:




---



##### 



THE BANK OF NEW YORK MELLON, as
Indenture TrusteeBy:Authorized Signature




---



##### 



Issuer Class B Investor Notes Base Indenture Indenture Trustee Series 2010-1 Indenture Supplement Indenture.
  Payment Date th
 Series 2010-1 Interest Period provided however
 provided however
  B-4




---



##### 



Del.C et seq
 B-5




---



##### 



B-6




---



##### 



B-7




---



##### 



Indenture Supplement Issuer Indenture Trustee
  
  C-1




---



##### 



CHESAPEAKE FUNDING LLCBy:Name:Title:  C-2




---



##### 



[  ]
 Party A
  
 Party B
 D-1




---



##### 



Definitions
 Definitions
   Part 1. Termination Provisions
  Specified Entity
 Section 5(a)(v),
    
    Not ApplicableSection 5(a)(vi),
    
    Not ApplicableSection 5(a)(vii),
    
    Not ApplicableSection 5(b)(iv),
    
    Not Applicable
  Section 5(a)(v),
    
    Not ApplicableSection 5(a)(vi),
    
    Not ApplicableSection 5(a)(vii),
    
    Not ApplicableSection 5(b)(iv),
    
    Not Applicable
 Specified Transaction
 Application of Events of Default
 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
    
    [Not] Applicable.
    
    Not Applicable.Transaction(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.
    Specified Indebtedness provided
 Threshold Amount provided Threshold Amount
 D-3




---



##### 



Shareholders Equity Call Report
  Application of Termination Events
 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.
    Automatic Early Termination
 D-4




---



##### 



Payments on Early Termination
 provided however
  Market Quotation Replacement Transaction
  Settlement Amount provided
  D-5




---



##### 



Second Method and Market Quotation provided
 D-6




---



##### 



Termination Currency
 Additional Termination Event
    provided
   D-7




---



##### 



Part 2. Tax Representations.
 Payer Tax Representations
 provided
 Payee Tax Representations.
   Part 3. Agreement to Deliver Documents.
   D-8




---



##### 



Covered byParty required to
    
    
    
    Date by which to be
    
    Section 3(d)deliver document
    
    Form/Document/Certificate
    
    delivered
    
    RepresentationParty 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
    
    YesParty 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
    
    YesParty 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
    
    YesParty 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
    
    YesParty 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 byParty required to
    
    
    
    Date by which to be
    
    Section 3(d)deliver document
    
    Form/Document/Certificate
    
    delivered
    
    Representationdocuments with respect to the
execution, delivery and
performance of this Agreement
and any Credit Support
DocumentParty 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 LLC940 Ridgebrook RoadSparks, MD 21152Attention:
    
    Chris PointerFacsimile No.:
    
    (410) 773-8893Telephone No.:
    
    (410) 771-2393With a copy to Standard & Poors:Address:
    
    Standard & Poors, A Division of The McGraw-Hill Companies,
Inc.55 Water Street, 41st FloorNew York, New York 10041
 D-10




---



##### 



Facsimile No.:
    
    (212) 438-2655Attention:
    
    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.
 Representations
 Financial Statements
  Additional Representations
 Eligible Contract Participant
 Line of Business
 No Agency
  No Reliance
 D-12




---



##### 



ERISA ERISA Code Plan
  Pari Passu
 Method of Notice
 Set-off.
   Consent to Recording
 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY 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.
 Additional Acknowledgments and Agreements of the Parties
 No Amendment without Prior Confirmation by Rating Agencies
   Notices to Noteholders
  Transfers.
  Transferee provided
 D-14




---



##### 



provided
    Downgrades of Party A
 S&P Substitution Events. provided
 Moodys Second Trigger Events.
 D-15




---



##### 



USA PATRIOT Act Notice
 Non-Petition.
 Limited Recourse
 Jurisdiction
 Delivery of Confirmations
 D-16




---



##### 



Confirmation
 Certain Definitions
 Eligible Guarantee
 Eligible Replacement
 Firm Offer
 Hedge Counterparty Ratings Requirement
 Moodys First Trigger Event
 D-17




---



##### 



Moodys First Trigger Required Ratings
 Moodys Required Hedge Ratings
 Moodys Second Trigger Event
 Moodys Second Trigger Required Ratings
 Moodys Short-Term Rating
 Rating Agency Confirmation
 Relevant Entities
 S&P Substitution Event
 D-18




---



##### 



Transaction Documents
 Safe Harbors
 Code FDICIA FDIA
     Tax .
 Rating Agency Notifications
 Severability
 D-19




---



##### 



Acknowledgement of Assignment
  D-20




---



##### 



IN WITNESS WHEREOF,
 [_____________________]
    
    
    
    CHESAPEAKE FUNDING LLCName:
    
    
    
    Name:Title:
    
    
    
    Title:
 D-21




---



##### 



E-1




---



##### 



Summary Balance Report Settlement Date / Payment Date Determination Date Scrips 2008-1 Series 2009-4 Aggregate Invested Amount Aggregate Unit Balance prior Monthly Period $ Adjusted Aggregate Unit Balance $ Chesapeake Funding LLC Series Invested Percentage Average Series Invested Percentage Series Invested Amount Less: Series Principal Collection Subaccount cash Common Membership Interest $ Chesapeake Account Balances Collection Account Ending Balance Gain on Sals Account Ending Balance $ Issuer General Account Ending Balance Series General Collection Subaccount Ending Balance Series Principal Collection Subaccount Ending
Balance Series Settlement Collection Subaccount Ending Balance Series Reserve Account Ending
Balance Series Yield Supplement Account Ending Balance Series Distribution Account Ending Balance Amortization Events Liquid Credit Enhancement Deficiency? Allocated Asset Amount
Deficiency Three Month Average Change Off Ratio Three Month Average Residual Value Loss Ratio
Three Month Average Paid-ln Advance Ratio Three Month Average Delinquency Ratio Dynamic Enhancement Tests Three Month Average Charge Off Ratio Three Month Average Residual Value Loss Ratio Three Month Average Paid-in Advance Ratio Three
Month Average Delinquency Ratio Lease Conversions to Fixed Rate Caps Purchased for Converted Leases Cars Equipment Forklifts Light Duty Trucks Medium DutyTrucks Heavy Duty Trucks Trailers
Truck Body Portfolio Composition




---



##### 



5 1 h 1 i
1 3
1
   Chesapeake Funding LLC 2 Payment Date: 7-Jun-10 4 Updated
Determination Date:
3-Jun-10 a            Pool Balance
 Aggregate Lease Balance (second preceding Period End Data) a            Lease Balance (last Period End Date) 9 Open-End Lease Balance Closed-End Lease Balance Financial Service Equipment Lease Balance Open-End Lease Balance Closed-End LeaseBalance Aggregate Residual Value Amount Closed-End Leases Financial Service Equipment Leases Leases Consumer Leases Lease Balance of Federal Government Obligors Delinquent Leases Chapter 11 Obligors not affirmed by bankruptcy court Non U.S. (Caribbean) Cendant Affillates Lease Balance of Init Term >144 mnths. Remain Term > 120 ninths . Other Inellgibles Stated Residual Value exceeds ALG Eligible Leases > 5 years Eligible Leases > 7 years Lease Balance of Stats Obligors .21 High Lease Balance Amount (> $1.0 million) .22 Lease Balance of largest ObIigor Is the largest Obligor rated at least Baa3? (Y or N) Lease Balance Second largest Obligor Lease Balance of largest Obligors Lease Balance of 10 largest Obligors Aggregate Paid-ln Advance Balance Cost of Paid-in Advance Vehicles > 60 days Cost of Paid-in Advance Vehicles > 120 days Reduction In Lease Balance for Monthly Period for all Leases Back Billed Amortization Sold Unite Remaining Book Value Net Book Value of Closed-End Leases If vehicle is a Residual Value Vehicle Unit Repurchase Payments Monthly Servicer Advance [1-20 days past due from aging report) . Monthly Servicer Advance Reimbursement Amount CP Rate  H.15 Index Lease Balance of all Floating Rate Leasas Aggregate Receivables Amount Class X 1999-1B Invested Amount Cost of Rejected Paid-in Advance Vehicles for Monthly Period Sum of Paid-in Advance proceeds from all Unite which became Rejected PIA Vehicles during such Monthly Period and prior Monthly Periods Aggregate Net Lease Losses Recoveries Termination Proceeds received during preceding Monthly Period for all Unit Vehicles that became Residual Value Vehicles during prior Monthly Periods Stated Book Values for Vehicles that became Residual Value Vehicles during the previous Monthly Period Termination Proceeds received during preceding Monthly Period for all Unit Vehicles that became RVV in prior Monthly Periods 80+ days past due receivables Ending receivable balance from preceding Monthly Period Aggregate billings for preceding Monthly Period Termination Proceeds received from Used Car Sales Aggregate Collections for preceding Monthly Period (net of Used Car Sales] Aggregate Collections of Fleet receivables lor preceding Monthly Ported Lease Rats Cap payments (sea also Series Lease Cap payments line 126) Conversions of Fixed Rate Leases Caps Purchased for Conversions of Fixed Rale Leases Termination Proceeds received for all Unit Vehicles that became Residual
Value Vehicles during preceding Monthly period and all prior Monthly Periods Aggregate Net Book Value of all Unit Vehicles that became Residual Value Vehicles during prior Monthly Period
 Series Specific Inputs LLC            SiHM 2009-2
Series 2008-2 Series 2O0fl-3
Series 2009-1 Sflfla*
200S-4
Aniounls
   Commitment Amount Beginning of Period: Seri&s Maximum Invested Amount Class A End of Period: Sortos Manlmum Invested Amount Beginning oF Period: Series Maximum Invested Amount Class Q 90 End of Period: Srsries Maximum Invested Amount Beginning of Parlotf: Series Maximum Invested Amount Class. C 92 End of Period: Scries Maximum invested Amount Net Proceeds frcin Initial Invested Amount ($0 after first Monthly Period) mesled Amount beginning of Monthly Period / on Closing Data . Not Cash Proceeds received Initial Reserve Account deposit ($» after first Monthly Period) Inv % at last day of trie Mantrty Period just end^d Collections allocated to each seilss ncrsases ncreese occLrrlng on a StattiamentDate PrfiM#p$t Ovetpaymsnt Amount (for Mormsiton purposes arty) Decreases /Cali Notes Amounts allocated Ic- another Series of Investor Notes to be applied (D mdiira flits Series Invested Amount 125 Redii IrMlAmounlofttttierSflrfasollnvesiorNoteE If AjC5erlBS Alloc. Adj. Ago. Unit Balancu as of end or Revolvfnp parlod /
Commitment Teim. Dale 112 Has the series Note TermlraUon Date passed? (Y or M) 113 Has APA Bank Purchase Date passed? [V or N) 114 Has a Receivables Termination Evenl occurred? 115 s a Paydown Period In effect? aiv amounts nWiHrf bvthe Issuer urvder the PurchFKB Aomt. (after MnM
Tnrmlnallnfil





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##### 



Chesapeake Funding LLC Loan to Holdings for new vehicle purchases Withdrawals from General Collacllon Sub Account deposited (o Hid Principal Collection Siihaccouni during Uia praredlna Monthly Parlofl Daily Principal
Utilization Amount volunteiy decrease of Outstanding Series of Notes Transfer Proceed*
toffrom term series to OB-2 Settlement Collection Account Series Available Excess Collections
Amount Balance In Prfnclpal Collection Subaccounl J3S 132 Series General Collection Subaccouni Series Prindpal
Collection Subaccouni Series Distribution Subaccount
Series Reserve Account Series Yield supplement Account
Gain on Sale Account Series Weighted Average Yield Shortfall Lease Yield
aggregate Lease Balance of all Yield Shortfall Leases for such Series Series Weighted Average Yield Shortfall Life Series Lease Rale Cap payments (see also lease Rale Cap payments Una 74) Series Lease Rale Cap
Costs Aclllal days elapsed In Monthly Period Actual days elapsed In Series Interest Pflricd 1 Month
LJBOR eS Monthly Interest (from cojidulis] Interest
Shortfall, If any Additional Interest, if any
Commitment Fee Payment Servicing Fee laVMStheServlcer? SupplemenlaE Servicing Fee allocated la each serlaa (In 9) Back-up ServJcerfee
Adnilnistratoi Fee Increased Casts Annwaate Un ll Balanca &Udi of: Aggregate Lease Balance
Aggregate PaEd-ln Advance Amount
Aggregate Rosld Jal Value Amount Awuvaate Unit Bslsnca Adjusted Atioreoate Unit Bqlanpe Afjgresarla Lease Balance less: Aggregate Lease
Adjustment Amount plus 90% of: AGgs            Ridl Vt            Amount less: Excess ReaWual Valua Amount pine 90% of: Aggregate Paid-in Advance Balance less: Excess Paid-in Advenes Amount Atfjuststf AnniBoate Unit Bslanco Acoranata Le ase Balance Open-End Lease Balance Closed-End LsbsbBalance
Consumer Open-End Leaso Balance js: Consumer
Closetl-Eiitt Loase Balance 194 Financial Seivlce
Open-End Lo^se Balance  Financial Service Closed-End
Lease Bafance less; Ineligible Leasas 123 121 Lease Bflfenm Scries Investsd Percentage Series Allocated Adjusted Aggregate Unll Balance divided by: Sum at numerators used to determine
Invested percentage for all SerEes allocations wstad PerconltxtB ,,,,___ ii S&ries Invented Amount Invested Amount  beginning balance for Monihly Period plus: lncro3GG& less: Decreases i Call less:
Monthly Principal Payment (if AiiBitliaibn Period lias commenced) Series invosled AmoUnJ Serioa Renuired Enhancemaxit Amount or 3 Month Aveiarjo Charge Off Ratio > 0,60^ 3 Month Avenge
Residual Value Loss Ratio > 1O.cm 3 Month Aveiaoe PaW-ln
Advance Loss Ratio > 1.0% 3 Month Avefage
DelfrquancyRalio> 4.5% [a] Required Percentage
[b] the sum of (I), (H) and (111) (D 3 Month Average Residual Valuo Loss Ratio >12.5Q% <l)L_Jrs Equipment Amount (2) Excess Forkllfl Amount (3) Excess Trucfc Amouni (4) Excess Trailer Amount <G) Excess Truck Body Amount




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##### 



1 Chesapeake Funding LLC (B) Excess            C  i ¦ i            H 1
m            Aftamatlve Vflhlcle Amount 1
228 HB (ii) the sum of (A), (B). [C) and (D) 1
  -     230 231 (A) averconcenlratlon Amount (fi)
£33 Excess Longer-Term Lease Amouni (C)
EkwssHtgh Lease Balance
Amount (D) Rjtoass Stale ObligcrRlsk
Amounl
Series Reautred Enhancement Amount
 as            Series Taraal Qvorcotlstaraliiation
Amount
 21! 3.92!^ Qf Maximum Invested Amount
ai
 as as            Required Enhancement Amount less:
Series Reserve Account Amount less:
Series Principal Collactlon
Sub-account Balanca less: Anwuht
Class B as JSE £52 Series Invested Amount (ml of
263 Increases occurring on such
Settlement Pate) plus; Sartas
Required Overcollatsj-allzatlon
Amount
Series Required Asset Amount 2K            Series Allocated AdhistRri Anarenate
Unit Balance
 gsa            Adjusted Aggregate Unit Balance
multiplied by Series Required Asset
Amount / Aggregate Required Asset
Amount
Serbs Allocated AditistedAaareaato
Unit BafBnce
 Mi            Series Allocated Asset Amourt
Daitclancv
 as            Series Allocated Adjusted Aggregate
2B5 Unit Balance ess: Garbs Required
Asset Amount
Sorfas Allocated Asset Amount
DalidQncv
 » 26! Gerles LkiuW Credit Enhanr^nient
Deficiency
 90 GGrlesRaqiiirad Reserve Account
m            Amount es?; Series Reserve Account
Amount
Sories Llavtd Crertl Enhsncsw&nt
Deficiency
 Series Reseive Account Surnlua
 sxa            Series Reseive Account Amount less:
277 Required Reserve Account Amount
Series Reserve Account Sumfws
 an            Series Excess Fleet Racalvables
5n1 Amount
 as            Coltecttons In respect of Ftaot
SB            Receivables less: 1D&O1B Invested
MS            Amount
Excess Fte&t Ret&lv&bte Amount
 2K            Aaareuate Lease Actiusimont Amount
 31 OvercorkCeniratEon Amount Excess -
590 SSI            Lflngei-Term LeBS&AiiQJnt EkcbsbState Obligor Risk Amount
Excess Consumer Leaso Amount Excew
High Lease Balance Amount
- IK            Atrareaafe Lea^a Adiusfmoni Amounl
294
 P            Ovarconcentraifon Amount
 Graal&i of: Obligor with faroasl -
Lease Balance of Eligible
Receivables less: % of tha Aggrapala
Lease BaliinCe as staled In the
Enhancement Matrix Less 1% If rated
lees (han 3aa3]
- 3,75% Top Z Obligors with Lajgsst
Lease Balance of Eligible
Receivables less: %of tfie
AGflreflate Lease Balance os stated
in the Enhancement Matrix (Loss 1%
if rated toss lhan Baa3) m m 7.60% Top 5 Obligors with largeel
305 Lease Balance of Eligible
Recalvablos loss: % of Ihe Aggre^afQ
Lsase Balance 3£6 2C7 JOB 309 Top 10 Obligors with lartjestLeaso
Balance of Eligible Receivables
less; % E>[Uie Aggregate Lease
Balance 310 30.00% Ovoiconcorttration Amount
¦112
 3J3 Excess Paid-in Advance Amount
an
 us            Graatar of (if positive}; Aggregate
ate 317 Cost of eactt Paid-in Advance
Vehicle less: 10% Aggregate Unit
Balance 911 Afloragatg Cost of eacll Paid-in -
aa            Advance Vehicle allocated to SUB|
421 > 60 days less: 2,5% Aggregate
Unit Balance
- m            Aggregate Cost of each Paid-in
m «S            Advance Vehicle allocated la SUBI
> 120 days EjfCpc f B-tfr^tn
Adi&tiGG AmQlfnl
 321 Era   \iua\ Value Amount
32!
 jjg |Apgl ^esmual Value Amount ;
aac            toss: rsnofAgflregateUntt Balance
- ?32 I Excess Residual Value Amount
 Excess Lower-Term Lease Amount
 iGreflterorfifnteiltlwil:





---



##### 



Chesapeake Fundlm
LLC Lease Balance
af all Eligible
Leases > 5yrs
lose: 20% of
Aggregate Lease
Balance Lease Balance
i>F all Eligible
Leases* 7yrs less:
7.5%* of Aggregate
Lease Balance Stem Lonaer-Tetm L Excass State Qbilaor Risk Amount Aggregate
LeassBafance
of Slate
Obligors less:
SC%oflhe
Aggregate
Lflass Balance s Stefe Oblktcr Risk Amount Excass Consumer Lease ftmpunt Aggregate Leaes Balance of
sll Eligible Leases
the! are Consumer
L< less: 1.0% of
His Aggregate Lease
Balance s Consumer Le&so Amount is Hloh Lease Saianoo Amount Aggregate Lease
BafancBflfall
Eligible Leases
> $1 million
less: 0.5% of the
Aggregate Lease
Balance !xc9ssHiah Laasa Balance Amount .ease Balance DadlnaB Reduction In Lease Balance tor the Monthly Period lor all Leases plus: Net Book Value of
Closed-End Leases If vehicle Is
a Residual Value Vehicle ¦ease Balance Oeofces Scries Principal Payment Amount Lease Balance
Declines pljs:
Cost of
Rejected FaM-ln
AdvancB
V.hlcle_ Series Principal Payment Antowl ogs            gs of allUaseB and
all Fleet Recalvablas unpaid
fdrSOdays or mure from
orlfilnal due data as of last
day of such Montlily Period
divided by lite sum of:
Aggregate billings of all
Loasas and all Fleet
Receivables which were unpaid as of last day of
lmm«Jlately preceding Monlhly
Period Aggregate amount hilled
on all Leases and all Fleet
Receivables during Monthly Perfcd DoHnguoncv PerceiitetK Paid-in Advance Loss Hallo numerator Cost of Rejected Paid-in Advance Vehicles foi Monthly Period minus: Sum of Paid-in
Advanra Procseds
froinallUnllswhlchbocanKRflfecte
dPIA Vehicles during such Monthly period ant] prior Monthly Periods Cost Df Rejected Paid-in
Advance Vehicles for
Monthly Period Pahl-ln Advance Loss
Sam RasldualValuBLpssRallo numerator: urn of Residual Value
Losses on Una Vehicles
lhat became Residual Value
Vehicles during tlic
preceding Monthly Period minus: Termination
Proceeds received during the
preceding Monthly Peibd for all
Unit Vehicles that became Residual Value Vehicles during prior Monthly Periods sum of Stated Residual
Values fgr all Jnll
Vehicles that became
Residual Value Vehicles
during the preceding
Monthly Period Chame-Off Ratio Twelve (12) Umes: Aggregate Net L&ase Losses for preceding Monthly Porlod divided by:
Aggregate Lease Balance as of last day of socand precBtflng Montrily PoriDd
Cfrafga-OrfRaJto ..................... .
   Monthly RBSIdual Valua Gain Termination Proceeds received during preceding Monlhly Period and all prior Monlhly Periods loss: aggregate Net Book
Value ol all Urill Vehlclaa
lhal hocamo Rosldual Value
Vehicles during prior
Monthly Peilcd Montlto Residual ValwGstn Monlhlv Residual Valua Loss arjoragate Net Book Value of
all Unit Vehicles lhal
beeams Rosldual Value
Vehicles during Monlhly
Period loss: Yermlnatkijt Proceeds
received during procedlnn Monthly
Period for all Unit Vehicles
tliat became Rasldual Value
Vehicles during prior Monthly
Periods rVTCTl ifrlv Rssldual Valils Loss Series Weighted AvBrane Cost of Funds quotient of:
numerator
Aggregate amount of
Interest payable on
Series of Investor Notes ierlij hdAnwunlllirstdayof prior Interest Period) MulL(___Joy a Iracllon: 36tW days In Interest pedod WWHarf/taaans Coat of Pun* ksol Sews YhMShoilMI Amount Q            p Blank fnnuds Definitions




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##### 



| 0 IEIFIGIHIIIJ B..........................
     Chesapoako Funding LLC
 4(4 Series Renulred Yield SMIemsnt Amount
 456 Series Yield Shortfall
Amount less: 70% or the
Class X1999-1B Invested
Amount Series finouted Wold
Sur»D/oman! Amount
 Yield StODl&mant DaltclBncv
 454 Series Yield Suppfeinent
Account Amount loss:
Series Required Yield
Supplement Amount 4G4 Vtsftf Supp/emenl DeHcrancy
 466 Denclenc*
«o
 aggregate amount
dlstrltutabla from Series
Settlement Collection NO
less: aggregate
amountdeposSed In such
Series Settlement
Collection Suba/c OeHctormv
 HI            Total Cash AvsHDMn
 12 Collodions allocated to
Series General Cotlactlon
Subaccount id as            ptus: Seilss Invested
Percentage times Unit
Repurchase Payments in            plus; SariBB Invested
Percentage tlmas MonUity
Servlcer Advance plus; Sejies Invested %
times amount wllWrawntrom
Gain on Sale Account 12! 1SJ IB            plus; Investment Income on
deposits In Series General
Collection Subaccount
Investment Income on
deposits In Series
Principal Collection
Subaccount US            less: Series Available
Excess Collections Amount 1H            less: Withdrawals from
General Collection
Subaccount and deposited
In the Principal
Collection Suoaccount
during the preceding month
 <5 Excess amounts
 SB            Excess Alternative Vehicle
IB KZ            Amount |=-31.5%) Excess
«s            Equipment Amount |>5%)
EM            Excess ForWift Amount
{>Z% J Excess
Heavy-Duty TrucK Amount
<>7,5%) Excess
Medium-Duty Tiuck Amount
[>1S%) Excess Trailer
Amount (>3%) Excess
Truck Amount (>21.6%)
EkcsssTruck Boav
Amount 1>2%\
  




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##### 



Chesapeake Funding LLC            Payment De 06/07/10
Account Cash Flows            Detsrminalil 06/03/10 ChesapeakB Funding
Collection Account Beginning
Balance $ Inflows Collections for the Monlhly Period Series 2006-2 Series 2000-1 Series
2009-2 SBrles 2009-3 Series 2008-4 outflows
Collecllons allocated to eaol) outstanding series by Invested Percentage .
Ending Balance ......... t ...................... :
 Series Genera/ Collection Subuccouni
Serlas 2006-2 Series 2009-1 Series 2009-2
Series 2009-3 Series 2009-4 Beginning Balance $ $ $ $ $ Inflows Invested Percentage of Collections deposited Inlo Collection Account Proceeds from Inlllal sale of Sarlas Investor Notes Proceeds from any Increase Amounts allocated to another Series of Investor Notes to be applied to reduce such
SBrles InvBsled
Amount Net Cash
Proceeds outflows lesser of: (i) Proceeds from any Increase
on such Settlement Date (II)
Principal Overpayment Amount
for such Settlement Date Remaining Daily Principal Allocation to Principal Collection Subaccount Daily Principal Utilization Amount > Dally Principal Allocation Mat Cash Proceeds Total Cash Available transferred lo Series Settlement Collection SuhaoMunl Series Available Excess Collections Amount Ending Balance Series Settlement
Collection Svhaccount Benlnnlna
Balance Inflows nvestmBnt Earnings from Series General Collection Subaccount nveslment Earnings from Series Principal Collection Subaccount Series Invested Percentage of Unit Repurchase Payments Series invested Percentage of Monthly Servlcer Advance Series Invested Percentage of withdrawal from Gain on Sale Account .ease Rate Cap payments Series Lease Rate Cap payments Transfer from Series Collection Subaccount on Settlement Date Total Cash Available transferred from Series General Collection Subaocaunt rom Series Reserve Account From Vield Supplement Account If Reserve Account Amount < Deficiency Transfer To/from 09-2 Settlement Collection Subaccounl Remaining Deficiency (after withdrawal from Yield Supplement Account) outflows Series Excess Fleet Receivables Amount (to SPV) Series Monthly Residual Value Gain to Gain en Sale Account Series Inv. % of Monlhly Servlcer Advance Reimbursement Amount to Servlcer If VMS not Servlcer, Series Basic Servicing Fee Monthly Interest Payment Commitment Fee Payment If VMS is the Services Series Servicing Fee Back-up servicing fee Series Administrator Fee Lesser of (I) Increased Costs and (II) Additional Costs Cap (A) During the Revolving Period; Series Allocaled Asset Amount Deficiency (B) During Am Period, Prior to the Serlas Note Termination Date Min of Series Principal Payment Amount and Series Invested Amounl (C) During Am Period, Alter
the Series Note
Termination Date Series Principal Payment
Amount Series Liquid Credit Enhancement Deficiency or Allocated Asset Amount Deficiency Series Yield Supplement Deficiency (If existing) Lease Rate Cap Costs Transfer lo/From Settlement Collection Subaccounts Excess of Increased CdsIsover Additional Costs Cap If VMS Is not Ssrvlcer, EeriaB Supplemental Servicing Fee Balance of account to the issuer Ending Balance




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##### 



Series Principal Collection Stibaecounl Beginning Balanc e inflows
Proceeds from initial sale of Notes Remaining Daily Principal Allocation from Saries Collection Eubaocount
Dally Principal Utilization Amount > Dally Principal Allocation Seriea Allocated Asset Amount Deficiency (prior to Commitment Termination)
Net Cash Proceeds allocated from General Collection Sub-account Min of Series Principal Payment Amount and Series Invested Amount outflows Loan to Holdings far vehicla purchases
Decrease / Call Notes/PMIs Reduce Invested Amount of olher Series of Investor Notes
Monthly Principal Payment during Am Period (not to exceed Invested Amount} Ending Balance Series 2006- 2 Series 8009- 3 Series Reserve Account Beginning Balance inflows Initial Series Reserve Account deposit Series Liquid Credit Enhancement Deficiency or Alloc, Asset Anil, Del. In am period Investment income outflows Transfer to Settlement Collection Subaccount the lesser of: I) Deficiency II) Invested Percentage of Aggregate Net Lease Losses III) Amount on Deposit In Series Reserve Account Remaining Deficiency (after draw from Yield Supplement Account) Series Reserve Account Surplus (lesser of:) Series Reserve Account Surplus Amount on deposit In Series Reserve Account Ending Balance Series 2006-2 Serlas 2009-4 Series Yield
Supplement Account Beginning
Balance Inflows Series Yield
Supplement
Deficiency (If any)
investment Income outflows To Series Settlement Collection A/C If
Series Reserve A/C Amount <
Deficiency Yield Supplement Account
Surplus (lesser of:) Series Yield Supplement Account Su rplus Series Yield Supplement Account Amount Ending Balance Ga/n on Sale
Account
Banlnnlng
Balance rn flows Series Monthly
Residual Value Gain
Investment Income outflows lessor of: (6.2e; Base Indenture) Monthly Residual Value Loss
forlminedlately preceding Monthly
Period Amount on deposit In Gain on
Sale Account Amount > 10% of Closed-End Leases
(Lease Balance and Residual) to
Issuer General Account 10% ol
Closed End Leases (for
information purposes only) Ending Balance Series Distribution Account Baatnnlnq Balance
Inflows (from Series Settlement Collection Subaccaunt) Series MonHiiy Iniorast Payment
Commilment Fee Payment Lesser of (i) Increased Costs and (II) Additional Costs Cap Paymenl of Principal OecreasGiCsll Lease Rale Cap Cosls Excess or Increased Costs over Additional Costs Cap outflows Series Monthly Interest Paymenl Commitmenl Faa Payment Lesser of (i) Increased Costs and [II) Additional Casts Cap Excess of Increased Casts over
Additional Costs Cap Lease Rate Cap Costs P ayment of Principal to Noteholders b/Call (to
Noteholders) Series 2006- 2 Sarlas 2009- 1 Series 8009-3 Series 2009-4




---



##### 



Issuer General Account
Beginning Balance Inflows Transfer from Gain on Sale Account From settlement Collection
Subaccount Series Available Excess Collections Amount outflows
Transfer to Chssapeake Finance
Ending Balance .. § Total Gash back lo PKH Monthly
Sen/leer Advanca Term Series Excess Collections Cash from
Collections relurnGct PHH Vehicle Management Sendees LLC as Servicer By:.




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##### 



Chesapeake Funding LLC Earty Amortization Events Deffifminstjqn Date: 7tAuct-O9 7-Sep-09 7-Od-G9
B-NavO9 7-DeoQ9 7-Jan-10 3-Feb-10 S-Mar-10 7-ApMO
7-Mav-10 7-JtnVlO Liquid Credit
Enhancement
Deficiency
Allocated Asset
Amount Deficiency Twelve Month
Average Charge Off
Ratio Three Month
Average Charge Off
Ratio Charge Off
Ratio for Montfily
Period Twelve Month Average
ResMual Value Loss
RaSo Three Morah Average
Residual Value Loss
Ratio ResMual Value Loss
Ratio for Monthly
Period Twelve Month Average
Paid-in Advance Ratio
Three Month Average
Paid-in Advance Ratio
Paid-in Advance Loss
Raflo for Monthly
Period Three Month Average
Delinquency
Ratia > 6.0%
Delinquency
Ratio Sir
Monthly Period




---



##### 



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 Leases2.
    
    Number of Leases3.
    
    Average Unit Balance4.
    
    Range of Unit Balances5.
    
    Aggregate Unit Balance of Open-Ended Leases6.
    
    Aggregate Unit Balance of Floating Rate Leases7.
    
    Aggregate Lease Balance of CP Rate Index Floating Rate Leases8.
    
    Weighted Average Spread Over CP Rate9.
    
    Range of Spreads Over CP Rate10.
    
    Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rate Other than CP
Rate11.
    
    Aggregate Unit Balance of Fixed Rate Leases12.
    
    Weighted Average Fixed Rate13.
    
    Range of Fixed Rates14.
    
    Weighted Average Original Lease Term15.
    
    Range of Original Lease Terms16.
    
    Weighted Average Remaining Lease Term17.
    
    Range of Remaining Terms18.
    
    Aggregate Unit Balance of Closed-End Leases19.
    
    Average Unit Balance of Closed-End Leases20.
    
    Range of Unit Balances of Closed-End Leases21.
    
    Average Stated Residual Value of Leased Vehicles22.
    
    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.
  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 Number2.
    
    Client Number3.
    
    Legal name of the lessee4.
    
    Vehicle make5.
    
    Vehicle model6.
    
    Vehicle type7.
    
    Contract type8.
    
    Lease Term9.
    
    Vehicle index, if applicable10.
    
    Vehicle spread rate, if applicable11.
    
    Fixed rate, if applicable12.
    
    Vehicle capitalized cost13.
    
    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-off2.
    
    Date of write-off3.
    
    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




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Largest Loss Disposal Information
 1.
    
    Amount of loss2.
    
    Date of loss recognition3.
    
    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 Disposal2.
    
    Customer Name3.
    
    Type of Vehicle4.
    
    Original Cost5.
    
    Book Value at Sales Date6.
    
    Sales Date7.
    
    Sales Proceeds8.
    
    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 soldf)
    
    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




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Form of Supplement to Agreed Upon Procedures Engagement Letter
  
    
    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




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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




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##### 



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.
 
 By:Title:Date:
 
 G-3




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##### 



Company Base Indenture Issuer Series 2010-1 Indenture Supplement Indenture
 Jurisdiction of Organization
 Names
    Location and Mailing Address
 Name
    
    Mailing Address
    
    County
    
    State
 Federal Taxpayer Identification Number
 Schedule or Filings Schedule B




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##### 



[NAME OF COMPANY]By:Name:Title: H-2




---



##### 



SCHEDULE A




---



##### 



SCHEDULE B
 2




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##### 



Transferor Acquiring APA Bank Funding Agent Issuer Administrative Agent Administrator
 WITNESSETH
 Indenture Supplement Indenture
Trustee Base
Indenture Indenture
    Transfer Effective Date
 I-1




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##### 



Purchase Price Purchased
Percentage
 
   I-2




---



##### 



I-3




---



##### 



I-4




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##### 



[NAME OF SELLING APA BANK], as
TransferorBy:Name:Title:[NAME OF ACQUIRING APA BANK], as
Acquiring APA BankBy:Name:Title:[NAME OF FUNDING AGENT], as
Funding AgentBy:Name:Title:   By:Name:Title: I-5




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##### 



PHH VEHICLE MANAGEMENT SERVICES, LLC,
as AdministratorBy:Name:Title: JPMORGAN CHASE BANK, N.A., as Administrative AgentBy:Name:Title: I-6




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##### 



Schedule I
to Transfer Supplement
relating to the Series 2010-1 Indenture Supplement
dated as of June 1, 2010
among Chesapeake Funding  Vehicle Management Services, as Administrator,
the Non-Conduit Purchasers named therein,
the Conduit Purchaser Groups named therein,
the Funding Agents Named Therein,
the Class Note Purchasers Named Therein,
JPMorgan Chase Bank,  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 and
The Bank of New York Mellon,
as Indenture Trustee
 
            I-7




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##### 



I-8




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##### 



Transferor Purchaser Group Acquiring Purchaser Group Funding Agent Issuer Administrative Agent Administrator
 WITNESSETH
 Indenture Supplement Indenture
Trustee Base
Indenture Indenture
    Transfer Effective Date
 J-1




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##### 



Purchase Price Purchased Percentage
 
   J-2




---



##### 



J-3




---



##### 



J-4




---



##### 



[Name of [Non-Conduit Purchaser] [CP Conduit
Purchaser]], as Transferor PurchaserBy:Name:Title: [[Name of APA Bank], as Transferor PurchaserBy:Name:Title:
    ] [Name of [Non-Conduit Purchaser] [CP Conduit
Purchaser]] as Acquiring PurchaserBy:Name:Title: [[Name of APA Bank], as Acquiring PurchaserBy:Name:Title: [Name of Funding Agent], as Funding AgentBy:Name:Title:
    ] J-5




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##### 



By:Name:Title: PHH VEHICLE MANAGEMENT SERVICES, LLC, as
AdministratorBy:Name:Title: JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy:Name:Title: J-6




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##### 



Schedule I
to Purchaser Group Supplement
relating to the Series 2010-1 Indenture Supplement
dated as of June 1, 2010 among
Chesapeake Funding  Vehicle Management Services, as Administrator,
the Non-Conduit Purchasers named therein,
the Conduit Purchaser Groups named therein,
the Funding Agents Named Therein,
The Class Note Purchasers Named Therein,
JPMorgan Chase Bank,  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 and
The Bank of New York Mellon,
as Indenture Trustee
             J-7




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##### 



Transferor Class B Note Purchaser Acquiring Class B Note Purchaser Issuer Administrator
 WITNESSETH
 Indenture Supplement Indenture
Trustee Base
Indenture Indenture
    Transfer Effective Date
 K-1




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Purchase Price Purchased
Percentage
 
   K-2




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K-3




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[Name of Class B Note Purchaser], as Transferor
Class B Note PurchaserBy:Name:Title: [Name of Class B Note Purchaser], as Class B Note
PurchaserBy:Name:Title:  K-4




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##### 



By:Name:Title: PHH VEHICLE MANAGEMENT SERVICES, LLC,
as AdministratorBy:Name:Title: K-5




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##### 



Schedule I
to Class B Note Transfer Supplement
relating to the Series 2010-1 Indenture Supplement
dated as of June 1, 2010 among
Chesapeake Funding  Vehicle Management Services, as Administrator,
the Non-Conduit Purchasers named therein,
the Conduit Purchaser Groups named therein,
the Funding Agents Named Therein,
The Class Note Purchasers Named Therein,
JPMorgan Chase Bank,  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 and
The Bank of New York Mellon,
 as Indenture Trustee
        K-vi




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K-vii