AMENDED AND RESTATED BASE INDENTURE

Exhibit 10.76

CHESAPEAKE FUNDING LLC,
as Issuer

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

AMENDED AND RESTATED BASE INDENTURE

Dated as of December 17, 2008

Asset Backed Notes
(Issuable in Series)

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

TABLE OF CONTENTS

          AMENDED AND RESTATED BASE INDENTURE, dated as of December 17, 2008, between CHESAPEAKE FUNDING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “ Issuer ”), and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (in such capacity, the “ Indenture Trustee ”).

WITNESSETH :

          WHEREAS, the Issuer and the Indenture Trustee entered into the Base Indenture, dated as of March 7, 2006 (the “Original Base Indenture”), which provided for the issuance from time to time of one or more series of Investor Notes;

          WHEREAS, pursuant to Section 12.2 of the Original Base Indenture, the Original Base Indenture may be amended with the consent of the Issuer, the Indenture Trustee and the Holders of a Majority in Interest of each Series of Outstanding Investor Notes;

          WHEREAS, the Issuer desires to amend and restate the Original Base Indenture in its entirety as set forth herein and the Indenture Trustee hereby consents thereto; and

          WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all the things necessary to make the Investor Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the legal, valid and binding obligations of the Issuer as hereinafter provided;

          NOW, THEREFORE, for and in consideration of the premises and the receipt of the Investor Notes by the Investor Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Investor Noteholders, that the Original Base Indenture be amended and restated in its entirety as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1. Definitions .

          Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule 1 (the “ Definitions List ”), as such Definitions List may be amended or modified from time to time in accordance with the provisions hereof.

          Section 1.2. Cross-References .

          Unless otherwise specified, references in this Base Indenture and in each other Transaction Document to any Article or Section are references to such Article or Section of this Base Indenture or such other Transaction Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

          Section 1.3. Accounting and Financial Determinations; No Duplication .

          Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Transaction Documents shall be made without duplication.

          Section 1.4. Rules of Construction.

          In the Indenture, unless the context otherwise requires:

     (i) the singular includes the plural and vice versa;

     (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

     (iii) reference to any gender includes the other gender;

     (iv) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

     (v) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

     (vi) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”.

          Section 1.5. Ratification and Confirmation . On the date hereof, the Issuer hereby ratifies and confirms all of the Series of Outstanding Investor Notes issued under the Original Base Indenture and ratifies and confirms the grant of the lien in the Collateral for the benefit of the Investor Noteholders pursuant to the Original Base Indenture.

ARTICLE 2.

THE INVESTOR NOTES

          Section 2.1. Designation and Terms of Investor Notes .

          Each Series of Investor Notes and any Class thereof may be issued in bearer form (the “ Bearer Notes ”) with attached interest coupons and a special coupon (collectively, the “ Coupons ”) or in fully registered form (the “ Registered Notes ”), and, in each case, substantially in the form specified in the applicable Indenture Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the related Indenture Supplement and may have such letters, numbers or other marks of identification and

such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officer executing such Investor Notes, as evidenced by his execution of the Investor Notes. All Investor Notes of any Series shall, except as specified in the related Indenture Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable Indenture Supplement. The aggregate principal amount of Investor Notes which may be authenticated and delivered under the Indenture is unlimited. The Investor Notes shall be issued in the denominations set forth in the related Indenture Supplement.

          Section 2.2. Investor Notes Issuable in Series .

          (a) The Investor Notes may be issued in one or more Series. Each Series of Investor Notes shall be created by an Indenture Supplement.

          (b) Investor Notes of a new Series may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon the receipt by the Indenture Trustee of an Issuer Request at least three (3) Business Days (or such shorter time as is acceptable to the Indenture Trustee) in advance of the related Series Closing Date and upon delivery by the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following:

     (i) an Issuer Order authorizing and directing the authentication and delivery of the Investor Notes of such new Series by the Indenture Trustee and specifying the designation of such new Series, the Initial Invested Amount (or the method for calculating such Initial Invested Amount) of such new Series and the Note Rate (or the method for allocating interest payments or other cash flows to such Series), if any, with respect to such Series;

     (ii) an Indenture Supplement satisfying the criteria set forth in this Section 2.2(b) executed by the Issuer and specifying the Principal Terms of such new Series;

     (iii) a Tax Opinion;

     (iv) written confirmation from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance;

     (v) an Officer’s Certificate of the Issuer, that on the Series Closing Date after giving effect to the issuance of such new Series, (i) neither an Amortization Event nor a Potential Amortization Event with respect to any Series of Investor Notes nor an Asset Deficiency is continuing or will occur, (ii) the issuance of the new Series of Investor Notes will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and (iii) all conditions precedent provided in this Base Indenture and the related Indenture Supplement with respect to the authentication and delivery of the new Series of Investor Notes have been complied with; and

     (vi) such other documents, instruments, certifications, agreements or other items as the Indenture Trustee may reasonably require.

          (c) In conjunction with the issuance of a new Series of Investor Notes, the parties hereto shall execute an Indenture Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Notes, which may include without limitation:

     (i) its name or designation;

     (ii) an Initial Invested Amount of such Series or the method of calculating the Initial Invested Amount of such Series;

     (iii) the Note Rate (or formula for the determination thereof) with respect to such Series;

     (iv) the Series Closing Date;

     (v) each Rating Agency rating such Series;

     (vi) the name of the Clearing Agency or Foreign Clearing Agency, if any;

     (vii) the interest payment date or dates and the date or dates from which interest shall accrue;

     (viii) the method of allocating Collections with respect to such Series;

     (ix) the method by which the principal amount of Investor Notes of such Series shall amortize or accrete;

     (x) the names of any Series Accounts to be used by such Series and the terms governing the operation of any such accounts and the use of moneys therein;

     (xi) the Series Servicing Fee and the Series Servicing Fee Percentage;

     (xii) the terms on which the Investor Notes of such Series may be redeemed, repurchased or remarketed to other investors;

     (xiii) any deposit of funds to be made into any Series Account on the Series Closing Date;

     (xiv) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class;

     (xv) the priority of any Series with respect to any other Series;

     (xvi) the Lease Rate Caps required to be maintained with respect to such Series; and

     (xvii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the “ Principal Terms ” of such Series).

The terms of such Indenture Supplement may modify or amend the terms of this Base Indenture solely as applied to such new Series.

          (d) The Issuer may direct the Indenture Trustee to deposit all or a portion of the net proceeds from the issuance of any new Series of Investor Notes into a Series Account for another Series of Investor Notes and may specify that the proceeds from the sale of such new Series of Investor Notes may be used to reduce the Invested Amount of another Series of Investor Notes.

          Section 2.3. Execution and Authentication .

          (a) The Investor Notes shall, upon issue pursuant to Section 2.2 , be executed on behalf of the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on an Investor Note no longer holds that office at the time the Investor Note is authenticated, the Investor Note shall nevertheless be valid.

          (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Investor Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Investor Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Investor Notes. If specified in the related Indenture Supplement for any Series of Investor Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Investor Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, a Foreign Clearing Agency or its nominee as provided in Section 2.10 against payment of the purchase price thereof.

          (c) No Investor Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Investor Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer (and the Luxembourg agent (the “ Luxembourg Agent ”), if such Investor Notes are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Investor Note has been duly authenticated under the Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Investor Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Investor Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. The Indenture Trustee’s certificate of authentication shall be in substantially the following form:

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

          (d) Each Investor Note shall be dated and issued as of the date of its authentication by the Indenture Trustee, except Bearer Notes which shall be dated the applicable Series Closing Date as provided in the related Indenture Supplement..

          (e) Notwithstanding the foregoing, if any Investor Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Investor Note to the Indenture Trustee for cancellation, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Investor Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Investor Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

          Section 2.4. Registration of Transfer and Exchange of Notes .

          (a) The Issuer shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “ Transfer Agent and Registrar ”), a register (the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Investor Notes of each Series (unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Investor Notes as herein provided. The Bank of New York Mellon is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Notes and transfers and exchanges of the Investor Notes as herein provided. If any form of Investor Note is issued as a Global Note, the Indenture Trustee may, or if and so long as any Series of Investor Notes is listed on the Luxembourg Stock Exchange and the rules of such exchange shall so require, the Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in the Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Bank of New York Mellon shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Indenture Trustee; provided , however , that such resignation shall not be effective and The Bank of New York Mellon shall continue to perform its duties as Transfer Agent and Registrar until the Indenture Trustee has appointed a successor Transfer Agent and Registrar with the consent of the Issuer.

          If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof.

          An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Transfer Agent and Registrar.

          The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other city

designated in such Indenture Supplement) an office or offices or agency or agencies where Investor Notes may be surrendered for registration of transfer or exchange. The Transfer Agent and Registrar initially designates its corporate trust office located at 101 Barclay Street, Floor 4W, New York, New York 10286 as its office for such purposes. The Transfer Agent and Registrar shall give prompt written notice to the Indenture Trustee, the Issuer and to the Investor Noteholders of any change in the location of such office or agency.

          Upon surrender for registration of transfer of any Investor Note at the office or agency of the Transfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Investor Noteholder, in the name of the designated transferee or transferees, one or more new Investor Notes, in any authorized denominations, of the same Class and a like aggregate principal amount; provided , however that the provisions of this paragraph shall not apply to Bearer Notes.

          At the option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the same Series in authorized denominations of like aggregate principal amount, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of any holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amount, in the manner specified in the Indenture Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 2.4 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Payment Date need not have attached the Coupons relating to such Payment Date.

          Whenever any Investor Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Investor Noteholder, the Investor Notes which the Investor Noteholder making the exchange is entitled to receive.

          All Investor Notes issued upon any registration of transfer or exchange of the Investor Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Investor Notes surrendered upon such registration of transfer or exchange.

          Every Investor Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Indenture Trustee may require.

          The preceding provisions of this Section 2.4 notwithstanding, the Indenture Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Note of any Series for a period of 15 days preceding the due date for any payment in full of the Investor Notes of such Series.

          Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Notes, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Investor Notes.

          All Investor Notes (together with any Coupons attached to Bearer Notes) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Indenture Trustee. The Indenture Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of such Global Note exchanged for Definitive Notes in accordance with the related Indenture Supplement.

          The Issuer shall execute and deliver to the Indenture Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its responsibilities under the Indenture and the Investor Notes.

          (b) Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Indenture Supplement relating to such Investor Notes) shall be effected only if the conditions set forth in such related Indenture Supplement are satisfied.

          Section 2.5. Mutilated, Destroyed, Lost or Stolen Notes .

          If (a) any mutilated Investor Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Investor Note and (b) there is delivered to the Transfer Agent and Registrar and the Indenture Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, then provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Investor Note, a new Investor Note of like tenor and aggregate principal amount; provided , however , that if any such destroyed, lost or stolen Investor Note, but not a mutilated Investor Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Investor Note, the Issuer may pay such destroyed, lost or stolen Investor Note when so due or payable without surrender thereof. If, after the delivery of such replacement Investor Note or payment of a destroyed, lost or stolen Investor Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of

the original Investor Note in lieu of which such replacement Investor Note was issued presents for payment such original Investor Note, the Issuer, the Transfer Agent and Registrar and the Indenture Trustee shall be entitled to recover such replacement Investor Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Investor Note from such Person to whom such replacement Investor Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith.

          In connection with the issuance of any new Investor Note under this Section 2.5 , the Indenture Trustee or the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate Investor Note issued pursuant to this Section 2.5 shall constitute an original contractual obligation of the Issuer whether or not the lost, stolen or destroyed note shall be found at any time.

          Section 2.6. Appointment of Paying Agent .

          (a) The Indenture Trustee may appoint a Paying Agent with respect to the Investor Notes. The Indenture Trustee hereby appoints The Bank of New York Mellon as the initial Paying Agent. The Paying Agent shall have the revocable power to withdraw funds and make distributions to Investor Noteholders from the appropriate account or accounts maintained for the benefit of Noteholders as specified in this Base Indenture or the related Indenture Supplement for any Series pursuant to Article 5 . The Indenture Trustee may revoke such power and remove the Paying Agent, if the Indenture Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under the Indenture in any material respect or for other good cause. The Indenture Trustee shall notify the Rating Agency of the removal of any Paying Agent. If any form of Investor Note is issued as a Global Note, or if and so long as any Series of Investor Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange shall so require, the Indenture Trustee shall appoint a co-paying agent in Luxembourg or another European city. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Indenture Trustee. In the event that any Paying Agent shall no longer be the Paying Agent, the Indenture Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company and may be the Indenture Trustee) with the consent of the Issuer. The provisions of Sections 10.01, 10.02, 10.03 and 10.06 shall apply to the Indenture Trustee also in the capacity of Paying Agent, for so long as the Indenture Trustee shall act as Paying Agent. Any reference in the Indenture to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

          (b) The Indenture Trustee shall cause each Paying Agent (other than itself) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee that such Paying Agent will:

     (i) hold all sums held by it for the payment of amounts due with respect to the Investor Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

     (ii) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Investor Notes;

     (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

     (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of the Investor Notes if at any time it ceases to meet the standards required to be met by the Paying Agent at the time of its appointment; and

     (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Investor Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

An institution succeeding to the corporate agency business of the Paying Agent shall continue to be the Paying Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Paying Agent.

          (c) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent or a Clearing Agency or a Foreign Clearing Agency in trust for the payment of any amount due with respect to any Investor Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Investor Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided , however , that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London and Luxembourg (if the related Series of Investor Notes has been listed on the Luxembourg Stock Exchange), if applicable, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment.

          Section 2.7. Persons Deemed Owners .

          Prior to due presentation of an Investor Note for registration of transfer, the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar may treat the Person in whose name any Investor Note is registered as the owner of such Investor Note for the purpose of receiving distributions pursuant to Article 5 (as described in any Indenture Supplement) and for all other purposes whatsoever, and neither the Indenture Trustee, the Paying Agent nor the Transfer Agent and Registrar shall be affected by any notice to the contrary.

          In the case of a Bearer Note, the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar may treat the holder of a Bearer Note or Coupon as the owner of such Bearer Note or Coupon for the purpose of receiving distributions pursuant to Article 5 and for all other purposes whatsoever, and neither the Indenture Trustee, the Paying Agent nor the Transfer Agent and Registrar shall be affected by any notice to the contrary.

          Section 2.8. Investor Noteholder List .

          The Indenture Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Issuer or the Paying Agent, within five Business Days after receipt by the Indenture Trustee of a request therefor from the Issuer or the Paying Agent, respectively, in writing, a list in such form as the Issuer or the Paying Agent may reasonably require, of the names and addresses of the Investor Noteholders of each Series as of the most recent Record Date for payments to such Investor Noteholders. Unless otherwise provided in the related Indenture Supplement, holders of Investor Notes of any Series having an aggregate principal amount aggregating not less than 10% of the Investor Interest of such Series (the “ Applicants ”) may apply in writing to the Indenture Trustee, and if such application states that the Applicants desire to communicate with other Investor Noteholders of any Series with respect to their rights under the Indenture or under the Investor Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Indenture Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Investor Noteholders held by the Indenture Trustee and shall give the Issuer notice that such request has been made, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants’ request. Every Investor Noteholder, by receiving and holding an Investor Note, agrees with the Indenture Trustee that neither the Indenture Trustee nor the Transfer Agent and Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Investor Noteholders hereunder, regardless of the source from which such information was obtained.

          The Indenture Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Investor Noteholders of each Series of Investor Notes. If the Indenture Trustee is not the Transfer Agent and Registrar, the Issuer shall furnish to the Indenture Trustee at least seven Business Days before each Payment Date and at such other time as the Indenture Trustee may request in writing, a list in such form and as of such date as the Indenture Trustee may reasonably require of the names and addresses of Investor Noteholders of each Series of Investor Notes.

          Section 2.9. Treasury Notes .

          In determining whether the Investor Noteholders of the required principal amount of Investor Notes have concurred in any direction, waiver or consent, Investor Notes owned by the Issuer or any Affiliate of the Issuer (other than an Affiliate Issuer) shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Investor Notes of which the Indenture Trustee has received written notice of such ownership shall be so disregarded. Absent written notice to the Indenture Trustee of such ownership, the

Indenture Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Investor Notes.

          Section 2.10. Book-Entry Notes .

          Unless otherwise provided in any related Indenture Supplement, the Investor Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Indenture Supplement (the “ Depository ”) which shall be the Clearing Agency or the Foreign Clearing Agency, on behalf of such Series. The Investor Notes of each Series shall, unless otherwise provided in the related Indenture Supplement, initially be registered on the Note Register in the name of the Clearing Agency, the Foreign Clearing Agency, the nominee of the Clearing Agency or the nominee of the Foreign Clearing Agency. No Beneficial Owner will receive a definitive note representing such Beneficial Owner’s interest in the related Series of Investor Notes, except as provided in Section 2.11 . Unless and until definitive, fully registered Investor Notes of any Series (“ Definitive Notes ”) have been issued to Beneficial Owners pursuant to Section 2.11 :

          (a) the provisions of this Section 2.10 shall be in full force and effect with respect to each such Series;

          (b) the Issuer, the Paying Agent, the Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or the Foreign Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of and interest on the Investor Notes and the giving of instructions or directions hereunder) as the sole Holder of the Investor Notes, and shall have no obligation to the Beneficial Owners;

          (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of the Indenture, the provisions of this Section 2.10 shall control with respect to each such Series; and

          (d) the rights of Beneficial Owners of each such Series shall be exercised only through the Clearing Agency or the Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency or the Foreign Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Investor Noteholders shall refer to actions taken by the Clearing Agency or the Foreign Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency or the Foreign Clearing Agency, as registered holder of the Investor Notes of such Series for distribution to the Beneficial Owners in accordance with the procedures of the Clearing Agency. Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.11 , the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Notes to such Clearing Agency Participants.

          Section 2.11. Definitive Notes .

          If (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency or the Foreign Clearing Agency is no longer willing or able to discharge properly its

responsibilities under the applicable Depository Agreement, and (B) the Indenture Trustee or the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or the Foreign Clearing Agency with respect to any Series or (iii) after the occurrence of an Event of Default, Beneficial Owners of a Majority in Interest of a Series of Investor Notes advise the Indenture Trustee and the applicable Clearing Agency or the Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of such Beneficial Owners, the Indenture Trustee shall notify all Beneficial Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of the Investor Notes of such Series by the applicable Clearing Agency or the Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or the applicable Foreign Clearing Agency for registration, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver the Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

          Section 2.12. Global Note .

          If specified in the related Indenture Supplement for any Series, the Investor Notes may be initially issued in the form of a single temporary Global Note (the “ Global Note ”) in bearer form, without interest coupons, in the denomination of the Initial Invested Amount and substantially in the form attached to the related Indenture Supplement. Unless otherwise specified in the related Indenture Supplement, the provisions of this Section 2.12 shall apply to such Global Note. The Global Note will be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes. The Global Note may be exchanged in the manner described in the related Indenture Supplement for Registered or Bearer Notes in definitive form.

          Section 2.13. Principal and Interest .

          (a) The principal of each Series of Investor Notes shall be payable at the times and in the amount set forth in the related Indenture Supplement and in accordance with Section 6.1 .

          (b) Each Series of Investor Notes shall accrue interest as provided in the related Indenture Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Section 6.1 and the related Indenture Supplement.

          (c) Except as provided in the following sentence, the Person in whose name any Investor Note is registered at the close of business on any Record Date with respect to a Payment Date for such Investor Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Investor Note upon any registration of transfer, exchange or substitution of such Investor Note subsequent to such Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Investor Note is payable.

          (d) If the Issuer defaults in the payment of interest on the Investor Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall, at the option of the Issuer, cease to be payable to the Persons who were Investor Noteholders of such Series on the applicable Record Date and the Issuer shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Investor Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in the Indenture and in the Investor Notes of such Series. The Issuer shall fix or cause to be fixed each such special record date and payment date, and at least 15 days before the special record date, the Issuer (or the Indenture Trustee, in the name of and at the expense of the Issuer) shall mail to Investor Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

          Section 2.14. Tax Treatment .

          The Issuer has structured the Indenture and the Investor Notes have been (or will be) issued with the intention that the Investor Notes will qualify under applicable tax law as indebtedness of the Issuer and any entity acquiring any direct or indirect interest in any Investor Note by acceptance of its Investor Notes (or, in the case of a Beneficial Owner, by virtue of such Beneficial Owner’s acquisition of a beneficial interest therein) agrees to treat the Investor Notes (or beneficial interests therein) for purposes of Federal, state and local and income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

ARTICLE 3.

SECURITY

          Section 3.1. Grant of Security Interest .

          (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Investor Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Investor Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”):

     (i) the Loans, the Loan Note and the Loan Agreement, including, without limitation, all monies due and to become due to the Issuer from Holdings under or in connection with the Loan Agreement or the Loan Note, whether payable as principal, interest, fees, costs, indemnities, damages for the breach of the Loan Agreement or otherwise, and all of the Issuer’s rights, remedies, powers, interests and privileges under the Loan Agreement (whether arising pursuant to the terms thereof or otherwise available

to the Issuer at law or equity), including, without limitation, the right to enforce the Loan Agreement and the Loan Note and to give or withhold any and all consents, requests, notices, directions, approvals or waivers under the Loan Agreement, and to collect and foreclose upon the Loan Collateral and the DLPT Loan Collateral;

     (ii) the Origination Trust Guaranty, including, without limitation, all monies due and to become due to the Issuer from the Origination Trust under or in connection with the Origination Trust Guaranty, and all of the Issuer’s rights, remedies, powers, interests and privileges under the Origination Trust Guaranty (whether arising pursuant to the terms thereof or otherwise available to the Issuer at law or equity), including, without limitation, the right to enforce the Origination Trust Guaranty and to give or withhold any and all consents, requests, notices, directions, approvals or waivers thereunder;

     (iii) the Origination Trust Security Agreement, including, without limitation, all of the Issuer’s rights, remedies, powers, interests and privileges under the Origination Trust Security Agreement (whether arising pursuant to the terms thereof or otherwise available to the Issuer), including, without limitation, the right to enforce the Origination Trust Security Agreement, to collect and foreclose upon the collateral thereunder, to give or withhold any and all consents, requests, notices, directions, approvals or waivers thereunder and all amounts due and to become due thereunder;

     (iv) the Nominee Lienholder Agreement, including, without limitation, all of the Issuer’s rights, remedies, powers, interests and privileges under the Nominee Lienholder Agreement (whether arising pursuant to the terms thereof or otherwise available to the Issuer), including, without limitation, the right to enforce the Nominee Lienholder Agreement, to give or withhold any and all consents, requests, notices, directions, approvals or waivers thereunder and all amounts due and to become due thereunder, whether payable as indemnities or damages for breach thereof;

     (v) the Administration Agreement, including, without limitation, all of the Issuer’s rights, remedies, powers, interests and privileges under the Administration Agreement (whether arising pursuant to the terms thereof or otherwise available to the Issuer), including, without limitation, the right to enforce the Administration Agreement, to give or withhold any and all consents, requests, notices, directions, approvals or waivers thereunder and all amounts due and to become due thereunder, whether payable as indemnities or damages for breach thereof;

     (vi) the Collection Account and the Gain on Sale Account, all monies on deposit from time to time in the Collection Account and the Gain on Sale Account and all Permitted Investments made at any time and from time to time with the moneys in the Collection Account and the Gain on Sale Account (including any investment earnings thereon);

     (vii) each Series Account, all monies on deposit from time to time in such Series Account and all Permitted Investments made at any time and from time to time with the moneys in such Series Account (including any investment earnings thereon);

     (viii) all Lease Rate Caps and all additional property that may from time to time hereafter (pursuant to the terms of any Indenture Supplement or otherwise) be subjected

to the grant and pledge hereof by the Issuer, including, without limitation, any Hedging Instruments; and

     (ix) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

          (b) The foregoing grant is made in trust to secure the Issuer Obligations and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Investor Noteholders, acknowledges such grant, accepts the trusts under the Indenture in accordance with the provisions of the Indenture and subject to Section 10.1 and 10.2 , agrees to perform its duties required in the Indenture to the best of its abilities to the end that the interests of the Investor Noteholders may be adequately and effectively protected. The Collateral shall secure the Investor Notes equally and ratably without prejudice, priority (except, with respect to any Series of Investor Notes, as otherwise stated in the applicable Indenture Supplement) or distinction.

          Section 3.2. Transaction Documents .

          (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by Holdings, SPV, the Origination Trust, the Intermediary, WBNA, the Servicer, the Administrator, VMS or PHH or any other party to any of the Transaction Documents, as applicable, of each of their respective obligations under the Transaction Documents, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by Holdings, SPV, the Origination Trust, the Intermediary, WBNA, the Servicer, the Administrator, VMS or PHH or any other party to any of the Transaction Documents, as applicable, of each of their respective obligations under the Transaction Documents. If (i) the Issuer shall have failed, within 30 days of receiving the direction of the Indenture Trustee, to take commercially reasonable action to accomplish such directions of the Indenture Trustee, (ii) the Issuer refuses to take any such action, or (iii) the Indenture Trustee reasonably determines that such action must be taken immediately, the Indenture Trustee may take such previously directed action and any related action permitted under the Indenture which the Indenture Trustee thereafter determines is appropriate (without the need under this provision or any other provision under the Indenture to direct the Issuer to take such action), on behalf of the Issuer and the Investor Noteholders.

          (b) If an Event of Default has occurred and is continuing with respect to any Series of Outstanding Investor Notes, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of a Majority in Interest of such Series of Outstanding Investor Notes (or, if an Event of Default with respect to more than one Series of Investor Notes has occurred, a Majority in Interest of each Series of Investor Notes with respect to which an Event of Default shall have occurred) shall exercise all rights, remedies, powers, privileges and claims of the Issuer against Holdings, SPV, the Origination Trust, the Intermediary, WBNA, the Servicer, the Administrator, VMS or PHH or any other party to any of the Transaction Documents under or in connection with any of the Transaction Documents, including the right or power to take any action to compel or secure performance or observance by Holdings, SPV, the Origination Trust, the Intermediary, WBNA, the Servicer, the Administrator, VMS or PHH or any other party of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Transaction Documents, and any right of the Issuer to take such action shall be suspended; provided that, if an Event of Default has occurred and is continuing with respect to less than all Series of Outstanding Investor Notes, the Indenture Trustee may not take any action hereunder that is detrimental to the rights of the Holders of the Investor Notes with respect to which no Event of Default shall have occurred.

          (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that, unless such action is specifically permitted hereunder or under the other Transaction Documents, it will not, without the prior written consent of the Holders of a Majority in Interest of each Series of Outstanding Notes, (i) amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Issuer Assets, including any of the Transaction Documents; provided that no consent of Investor Noteholders shall be required for any amendment, modification or waiver of or to any Transaction Document if (A)(1) such amendment, modification or waiver does not adversely affect in any material respect the Investor Noteholders of any Series of Investor Notes (as substantiated by an Opinion of Counsel to such effect) or (2) such amendment or modification is an amendment or modification to the LLC Agreement relating to the issuance of a series of Preferred Membership Interests and (B) the Rating Agency Condition is satisfied with respect to each affected Series of Investor Notes; or (ii) waive timely performance or observance by Holdings under the Loan Agreement, the Origination Trust under the Origination Trust Guaranty or the Origination Trust Security Agreement, SPV under the Nominee Lienholder Agreement, the Intermediary or WBNA under the Master Exchange Agreement or the Master Trust Agreement or the Origination Trust, VMS or the Servicer under the Origination Trust Documents. Upon the occurrence of a Servicer Termination Event, the Issuer will not, without the prior written consent of the Indenture Trustee or the Holders of a Majority in Interest of each Series of Outstanding Notes, terminate the Servicer and appoint a successor Servicer in accordance with the Servicing Agreement and will terminate the Servicer and appoint a successor Servicer in accordance with the Servicing Agreement if so directed by the Indenture Trustee or the Holders of a Majority in Interest of each Series of Outstanding Notes.

          Section 3.3. Release of Issuer Assets .

          (a) The Indenture Trustee shall when required by the provisions of the Indenture execute instruments to release property from the lien of the Base Indenture, or convey the

Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of the Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Section 3.3 shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

          (b) The Indenture Trustee shall, at such time as there are no Investor Notes Outstanding, release any remaining portion of the Issuer Assets that secured the Investor Notes from the lien of the Indenture and release to the Issuer any funds then on deposit in the Issuer Accounts. The Indenture Trustee shall release property from the lien of the Indenture pursuant to this Section 3.3(b) only upon receipt of an Issuer Order accompanied by an Officer’s Certificate, an Opinion of Counsel and (if the Indenture is qualified under the TIA and the TIA so requires) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 13.1 .

          Section 3.4. Opinions of Counsel .

          The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 3.3(a) , accompanied by copies of any instruments involved, and the Indenture Trustee may also require as a condition of such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all such action will not materially and adversely impair the security for the Investor Notes or the rights of the Investor Noteholders; provided , however that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Issuer Assets. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

          Section 3.5. Stamp, Other Similar Taxes and Filing Fees .

          The Issuer shall indemnify and hold harmless the Indenture Trustee and each Investor Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture or any Collateral. The Issuer shall pay, or reimburse the Indenture Trustee for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture.

ARTICLE 4.

REPORTS

          Section 4.1. Servicer Reports .

          The Issuer will deliver or cause to be delivered to the Indenture Trustee:

     (i) prior to 1:00 p.m. (New York City time) on each Deposit Date, a copy of the Deposit Report (a “ Deposit Report ”) prepared and delivered by the Servicer to the Issuer

pursuant to the Origination Trust Servicing Agreement, setting forth the aggregate amount of Collections deposited in the Collection Account on such Deposit Date, whether directly or as a result of transfers from a Joint Collection Account;

     (ii) on each Determination Date, a copy of the Settlement Statement (a “ Settlement Statement ”) prepared and delivered by the Servicer to the Issuer pursuant to the Origination Trust Servicing Agreement, setting forth the information required to be set forth therein under the Origination Trust Servicing Agreement and each Indenture Supplement and such other information as the Indenture Trustee may reasonably request;

     (iii) within ten Business Days of the last Business Day of each fiscal quarter of the Issuer, a copy of the Quarterly Compliance Certificate (a “ Quarterly Compliance Certificate ”) prepared and delivered by the Servicer pursuant to the Origination Trust Servicing Agreement, setting forth the information required to be set forth therein under the Origination Trust Servicing Agreement;

     (iv) on or before March 31 of each year, a copy of the Annual Servicing Report (an “ Annual Servicing Report ”) prepared by the Servicer’s independent auditors in accordance with the Origination Trust Servicing Agreement, setting forth the information required to be set forth therein under the Origination Trust Servicing Agreement;

     (v) within 45 days following the end of each fiscal quarter of the Servicer, a copy of the certificate prepared and delivered by the Servicer pursuant Section 8.3(b) of the Origination Trust Servicing Agreement;

     (vi) promptly upon the delivery by the Servicer to the Issuer, a copy of any other information, reports or other materials required to be delivered by the Servicer to the Issuer pursuant to the Origination Trust Servicing Agreement;

     (vii) from time to time such additional information regarding the financial position, results of operations or business of the Origination Trust, VMS or PHH as the Indenture Trustee may reasonably request to the extent that the Servicer delivers such information to the Issuer pursuant to the Origination Trust Servicing Agreement; and

     (viii) at the time of delivery of the item described in clause (iii) above, a certificate of an officer of the Issuer that, except as provided in any certificate delivered in accordance with Section 8.8 , no Amortization Event, Potential Amortization Event, Loan Event of Default, Default or Event of Default under any of the Transaction Documents to which it is a party has occurred or is continuing during such fiscal quarter.

          Section 4.2. Communication to Investor Noteholders .

          (a) If the Indenture is qualified under the TIA, the Investor Noteholders may communicate pursuant to TIA §312(b) with other Investor Noteholders with respect to their rights under the Indenture or under the Investor Notes.

          (b) If the Indenture is qualified under the TIA, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar shall have the protection of TIA §312(c).

          Section 4.3. Rule 144A Information .

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

          Section 4.4. Reports by the Issuer .

          (a) Unless otherwise specified in the related Indenture Supplement, on each Settlement Date, the Issuer shall deliver to the Indenture Trustee or the Paying Agent and the Indenture Trustee or the Paying Agent, as the case may be, shall forward to each Investor Noteholder of each Outstanding Series the Monthly Settlement Statement with respect to such Series, with a copy to the Rating Agencies.

          (b) As soon as available, but in any event within 90 days after the end of each fiscal year of the Issuer, the Issuer shall deliver to the Indenture Trustee or the Paying Agent and the Indenture Trustee or the Paying Agent, as the case may be, shall forward to each Investor Noteholder of each Outstanding Series a copy of the audited financial statements of the Issuer at the end of such year, prepared by independent certified public accountants of nationally recognized standing.

          (c) Unless otherwise specified in the related Indenture Supplement, on or before January 31 of each calendar year, beginning with calendar year 2007, the Indenture Trustee or the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was an Investor Noteholder of a Series of Investor Notes a statement prepared by or on behalf of the Issuer containing the information which is required to be contained in the Monthly Settlement Statements with respect to such Series of Investor Notes aggregated for such calendar year or the applicable portion thereof during which such Person was an Investor Noteholder, together with such other customary information (consistent with the treatment of the Investor Notes as debt) as the Issuer deems necessary or desirable to enable the Investor Noteholders to prepare their tax returns (each such statement, an “ Annual Noteholders’ Tax Statement ”). Such obligations of the Issuer to prepare and the Indenture Trustee or the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee or the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

          Section 4.5. Reports by the Indenture Trustee .

          If the Indenture is qualified under the TIA, within 60 days after each March 31, beginning on March 31 in the first year after the Indenture is qualified under the TIA, if required by TIA § 313(a), the Indenture Trustee shall mail to each Investor Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of such each report at the time of its mailing to Investor Noteholders shall be filed by the Indenture Trustee with the Securities and Exchange Commission and each stock exchange, if any, on which the Investor Notes are listed.

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The Issuer shall notify the Indenture Trustee if and when the Investor Notes are listed on any stock exchange.

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

          Section 5.1. Collection Account .

          (a) Establishment of Collection Account . On or prior to the date hereof, the Issuer, the Collection Account Securities Intermediary and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Investor Noteholders. If at any time a Responsible Officer of the Indenture Trustee obtains knowledge that the Collection Account is no longer an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of obtaining such knowledge, cause the Collection Account to be moved to a Qualified Trust Institution or Qualified Institution and cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement.

          (b) Series Accounts . If so provided in the related Indenture Supplement, the Indenture Trustee, for the benefit of the Investor Noteholders, shall cause to be established and maintained, one or more Series Accounts and/or administrative sub-accounts of the Collection Account to facilitate the proper allocation of Collections in accordance with the terms of such Indenture Supplement. Each such Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Noteholders of such Series. Each such Series Account will be an Eligible Deposit Account, if so provided in the related Indenture Supplement and will have the other features and be applied as set forth in the related Indenture Supplement.

          (c) Administration of the Collection Account . The Issuer shall instruct the institution maintaining the Collection Account in writing to invest the funds on deposit in the Collection Account in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Transfer Date related to the Monthly Period in which such funds were processed for collection, or if so specified in the related Indenture Supplement, on the immediately succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall remain uninvested. Neither the Issuer nor the Indenture Trustee shall dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of principal of such Permitted Investment.

          (d) Establishment of Joint Collection Accounts . To facilitate the collection of and to allow for the identification and separation of funds that are Relinquished Property Proceeds from funds that are Non-Qualified Funds, the Indenture Trustee shall establish and maintain, in the joint name of the Indenture Trustee and the Intermediary, one or more Joint Collection Accounts that shall each be an Eligible Deposit Account and administered and operated as provided in this Base Indenture and the Master Exchange Agreement. If at any time a Responsible Officer of the Indenture Trustee obtains knowledge that a Joint Collection Account is no longer an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of

obtaining such knowledge, establish in conjunction with the Intermediary a new Joint Collection Account that is an Eligible Deposit Account and transfer into the new Joint Collection Account all cash and investments from the non-qualifying Joint Collection Account.

          Section 5.2. Gain on Sale Account .

          (a) Establishment of Gain on Sale Account . On or prior to the date hereof, the Issuer, the Gain on Sale Account Securities Intermediary and the Indenture Trustee shall have entered into the Gain on Sale Account Control Agreement pursuant to which the Gain on Sale Account shall be established and maintained for the benefit of the Investor Noteholders. If at any time a Responsible Officer of the Indenture Trustee obtains knowledge that the Gain on Sale Account is no longer an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of obtaining such knowledge, cause the Gain on Sale Account to be moved to a Qualified Trust Institution or Qualified Institution and cause the depositary maintaining the new Gain on Sale Account to assume the obligations of the existing Gain on Sale Account Securities Intermediary under the Gain on Sale Account Control Agreement.

          (b) Investment of Funds in the Gain on Sale Account . The Issuer shall instruct the institution maintaining the Gain on Sale Account in writing to invest the funds on deposit in the Gain on Sale Account in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to each Transfer Date. In the absence of written investment instructions hereunder, funds on deposit in the Gain on Sale Account shall remain uninvested. Neither the Issuer nor the Indenture Trustee shall dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of principal of such Permitted Investment.

          (c) Earnings from Gain on Sale Account . All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Gain on Sale Account shall be deemed to be available and on deposit for distribution.

          (d) Deposits to Gain on Sale Account . Amounts will be deposited in the Gain on Sale Account in accordance with this Article 5 , as modified by any Indenture Supplement.

          (e) Withdrawals from Gain on Sale Account . No later than 2:00 p.m. (New York City time) on each Transfer Date, the Issuer shall direct the Indenture Trustee in writing to withdraw from the Gain on Sale Account an amount equal to the lesser of (x) the Monthly Residual Value Loss for the immediately preceding Monthly Period and (y) the amount then on deposit in the Gain on Sale Account and deposit such amount into the Collection Account for allocation in accordance with Article 5 , as modified by any Indenture Supplement. On any Transfer Date on which the amount on deposit in the Gain on Sale Account (after giving effect to any withdrawals therefrom pursuant to the immediately preceding sentence) is greater than an amount equal to the Applicable Gain on Sale Account Percentage of the sum of the aggregate Lease Balance of each Eligible Lease that is a Closed-End Lease allocated to the Lease SUBI as of last day of the Monthly Period immediately preceding such Transfer Date and the Aggregate Residual Value Amount as of such date, the Issuer shall direct the Indenture Trustee in writing to withdraw such excess from the Gain on Sale Account and deposit it in the Issuer General Account.

          Section 5.3. Collection of Money .

          Except as otherwise provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to the Indenture. The Indenture Trustee shall apply all such money received by it as provided in the Indenture. Except as otherwise provided in the Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Issuer Assets, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under the Indenture and any right to proceeds thereafter as provided in Article 9 .

          Section 5.4. Collections and Allocations .

          (a) Collections in General . Until the Indenture is terminated pursuant to Section 11.1 , the Issuer shall, and the Indenture Trustee is authorized to, cause all Collections due and to become due to the Issuer or the Indenture Trustee, as the case may be, under or in connection with the Collateral to be paid directly to the Indenture Trustee for deposit into the Collection Account. The Issuer agrees that if any Collections shall be received by the Issuer in an account other than the Collection Account, such monies, instruments, cash and other proceeds will not be commingled by the Issuer with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by the Issuer for, and immediately remitted to, the Indenture Trustee, with any necessary endorsement. All monies, instruments, cash and other proceeds received by the Indenture Trustee pursuant to this Base Indenture shall be in immediately available funds and shall be immediately deposited in the Collection Account and shall be applied as provided in this Article 5 .

          (b) Allocations for Investor Noteholders . On each Deposit Date, the Issuer shall allocate Collections deposited into the Collection Account in accordance with this Article 5 and shall instruct the Indenture Trustee to withdraw the required amounts from the Collection Account and make the required deposits in any Series Account in accordance with this Article 5 , as modified by any Indenture Supplement. The Issuer shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the Indenture Supplement for any Series with respect to such Series. The Administrator, on behalf of the Issuer, has agreed to furnish to the Indenture Trustee or the Paying Agent, as applicable, written instructions to make the aforementioned withdrawals and payments from the Collection Account and any Issuer Accounts specified herein or in an Indenture Supplement. The Indenture Trustee and the Paying Agent shall promptly follow any such written instructions.

          (c) Sharing Collections . In the manner described in the related Indenture Supplement, to the extent that Collections that are allocated to any Series on a Deposit Date are not needed to make payments to Investor Noteholders of such Series or required to be deposited in a Series Account for such Series on such Deposit Date, such Collections may, at the direction of the Issuer, be applied to cover principal payments due to or for the benefit of Investor Noteholders of another Series. Any such reallocation will not result in a reduction in the Invested Amount of the Series to which such Collections were initially allocated.

          (d) Allocations After Certain Events of Default . After each Outstanding Series of Investor Notes shall have been declared to be immediately due and payable pursuant to Section 9.2 as a result of the occurrence of an Event of Default defined in clause (a) or (b) of Section 9.1 , to the extent that Collections that are allocated to any Series of Investor Notes on a Settlement Date are not needed to make payments of principal of, or interest on, the Investor Notes of such Series, such Collections shall be applied to cover principal payments due on the Investor Notes of all other Series then Outstanding on a pro rata basis based on the Invested Percentages of such other Series of Investor Notes.

          Section 5.5. Joint Collection Account Disputes . If the Indenture Trustee receives notice pursuant to Section 4.2(c) of the Master Exchange Agreement that the Intermediary has disapproved of any proposed transfer of funds from a Joint Collection Account to the Collection Account that are required pursuant to the Master Exchange Agreement to be applied to repay the Loans, the Indenture Trustee may, and upon written direction of the Administrator or the Holders of a Majority in Interest of any Series shall, deliver a certification to the Intermediary setting forth the amounts due and owing in respect of the Loan Agreement.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY INDENTURE SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 6.

DISTRIBUTIONS

          Section 6.1. Distributions in General .

          (a) Unless otherwise specified in the applicable Indenture Supplement, on each Payment Date, the Paying Agent shall pay to the Investor Noteholders of each Series of record on the preceding Record Date the amounts payable thereto hereunder by wire transfer or check mailed first-class postage prepaid to such Investor Noteholder at the address for such Investor Noteholder appearing in the Note Register except that with respect to Investor Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Indenture Trustee or the Paying Agent from the applicable Series Account no later than 12:00 Noon (New York City time) on the Payment Date for credit to the account designated by such Clearing Agency or its nominee, as applicable. The final payment of any Definitive Note, however, will be made only upon presentation and surrender of such Definitive Note at the offices or agencies specified in the notice of final distribution with respect to such Definitive Note on a Payment Date which is a business day in the place of presentation.

          (b) Unless otherwise specified in the applicable Indenture Supplement (i) all distributions to Investor Noteholders of all Classes within a Series of Investor Notes will have the same priority and (ii) in the event that on any date of determination the amount available to make payments to the Investor Noteholders of a Series is not sufficient to pay all sums required to be paid to such Investor Noteholders on such date, then each Class of Investor Noteholders will receive its ratable share (based upon the aggregate amount due to such Class of Investor Noteholders) of the aggregate amount available to be distributed in respect of the Investor Notes of such Series.

          Section 6.2. Optional Repurchase of Investor Notes .

          On any Payment Date occurring on or after the date on which the Invested Amount of any Series or Class of such Series is equal to or less than the Repurchase Amount (if any) for such Series or Class set forth in the Indenture Supplement related to such Series, or at such other time otherwise provided for in the Indenture Supplement relating to such Series, the Issuer shall have the option to purchase all Outstanding Investor Notes of such Series, or Class of such Series, at a purchase price (determined after giving effect to any payment of principal and interest on such Payment Date) equal to (unless otherwise specified in the related Indenture Supplement) the Invested Amount of such Series, or Class of such Series, on such Payment Date, plus accrued and unpaid interest on the unpaid principal balance of the Investor Notes of such Series, or Class of such Series (calculated at the Investor Note Rate of such Series or Class) through the day immediately prior to the date of such purchase plus , if provided for in the related Indenture Supplement, any premium payable at such time. The Issuer shall give the Indenture Trustee at least ten (10) Business Days’ prior written notice of the date on which the Issuer intends to exercise such option to purchase. Not later than 12:00 Noon (New York City time) on such Payment Date, an amount of the purchase price equal to the Invested Amount of all Investor Notes of such Series or Class of such Series on such Payment Date and the amount of accrued and unpaid interest with respect to such Investor Notes and any applicable premium will be deposited into the applicable Series Account for such Series in immediately available funds. The funds deposited into such Series Account or distributed to the Paying Agent will be passed through in full to the Investor Noteholders on such Payment Date.

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

          The Issuer hereby represents and warrants, for the benefit of the Indenture Trustee and the Noteholders, as follows as of each Series Closing Date:

          Section 7.1. Existence and Power .

          The Issuer (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign limited liability company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations make such qualification necessary, and (c) has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Base Indenture and the other Transaction Documents.

          Section 7.2. Governmental Authorization .

          The execution, delivery and performance by the Issuer of this Base Indenture, the related Indenture Supplement and the other Transaction Documents to which it is a party (a) is within the Issuer’s power, has been duly authorized by all necessary action, (b) requires no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained and (c) does not contravene, or constitute a default under, any Requirement of Law or any provision of its certificate of formation or the LLC Agreement or result in the creation or imposition of any Lien on any of the Issuer Assets, except for Liens created by the

Indenture or the other Transaction Documents. This Base Indenture and each of the other Transaction Documents to which the Issuer is a party has been executed and delivered by a duly authorized officer of the Issuer.

          Section 7.3. Binding Effect .

          This Base Indenture and each other Transaction Document is a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

          Section 7.4. Financial Information; Financial Condition .

          All balance sheets, all statements of operations, of shareholders’ equity and of cash flow, and other financial data (other than projections) which have been or shall hereafter be furnished by the Issuer to the Indenture Trustee and the Rating Agencies pursuant to Section 4.4 have been and will be prepared in accordance with GAAP (to the extent applicable) and do and will present fairly the financial condition of the Issuer as of the dates thereof and the results of its operations for the periods covered thereby, subject, in the case of all unaudited statements, to normal year-end adjustments and lack of footnotes and presentation items.

          Section 7.5. Litigation .

          There is no action, suit or proceeding pending against or, to the knowledge of the Issuer, threatened against or affecting the Issuer before any court or arbitrator or any Governmental Authority that could materially adversely affect the financial position, results of operations, business, properties, performance, prospects or condition (financial or otherwise) of the Issuer or which in any manner draws into question the validity or enforceability of this Base Indenture, any Indenture Supplement or any other Transaction Document or the ability of the Issuer to perform its obligations hereunder or thereunder.

          Section 7.6. No ERISA Plan .

          The Issuer has not established and does not maintain or contribute to any Pension Plan that is covered by Title IV of ERISA and will not do so, as long as any Investor Notes are Outstanding.

          Section 7.7. Tax Filings and Expenses .

          The Issuer has filed all federal, state and local tax returns and all other tax returns which, to the knowledge of the Issuer, are required to be filed (whether informational returns or not), and has paid all taxes due, if any, pursuant to said returns or pursuant to any assessment received by the Issuer, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been set aside on its books. The Issuer has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign limited liability company authorized to do business in each State in which it is required to so qualify.

          Section 7.8. Disclosure .

          All certificates, reports, statements, documents and other information furnished to the Indenture Trustee by or on behalf of the Issuer pursuant to any provision of this Base Indenture or any Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Base Indenture or any Transaction Document, shall, at the time the same are so furnished, be complete and correct to the extent necessary to give the Indenture Trustee true and accurate knowledge of the subject matter thereof in all material respects, and the furnishing of the same to the Indenture Trustee shall constitute a representation and warranty by the Issuer made on the date the same are furnished to the Indenture Trustee to the effect specified herein.

          Section 7.9. Investment Company Act .

          The Issuer is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act of 1940.

          Section 7.10. Regulations T, U and X .

          The proceeds of the Investor Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof). The Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

          Section 7.11. No Consent .

          No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Base Indenture or any Indenture Supplement or for the performance of any of the Issuer’s obligations hereunder or thereunder or under any other Transaction Document other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by the Issuer prior to the Initial Closing Date or as contemplated in Section 7.13 .

          Section 7.12. Solvency .

          Both before and after giving effect to the transactions contemplated by this Base Indenture and the other Transaction Documents, the Issuer is solvent within the meaning of the Bankruptcy Code and the Issuer is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Insolvency Event has occurred with respect to the Issuer.

          Section 7.13. Security Interests .

          (a) The Issuer owns and has good and marketable title to the Collateral, free and clear of all Liens other than Permitted Liens. The Loan Note constitutes an “instrument” under the applicable UCC, the Collection Account and the Gain on Sale Account constitute “securities accounts” under the applicable UCC, and the remaining Collateral constitutes “general

intangibles” under the applicable UCC. The Indenture constitutes a valid and continuing Lien on the Collateral in favor of the Indenture Trustee on behalf of the Investor Noteholders, which Lien will be prior to all other Liens (other than Permitted Liens), will be enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing.

          (b) Other than the security interest granted to the Indenture Trustee under the Indenture, the Issuer has not pledged, assigned, sold or granted a security interest in the Collateral. Each of the SUBI Certificates has been duly registered in the name of the Issuer, endorsed in blank, and delivered to the Indenture Trustee, the Loan Note has been endorsed in blank and delivered to the Indenture Trustee and all other action necessary (including the filing of UCC-1 financing statements) to protect and perfect the Indenture Trustee’s security interest in the Collateral now in existence and hereafter acquired or created has been duly and effectively taken.

          (c) No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Investor Noteholders in connection with the Indenture.

          (d) The Issuer’s legal name is Chesapeake Funding LLC and its location within the meaning of Section 9-307 of the applicable UCC is the State of Delaware.

          Section 7.14. Binding Effect of Certain Agreements .

          Each of the Origination Trust Documents and the Loan Agreement is in full force and effect and there are no outstanding events of default thereunder nor have events occurred which, with the giving of notice, the passage of time or both, would constitute such an event of default.

          Section 7.15. Non-Existence of Other Agreements .

          (a) Other than as permitted by Section 8.23 , (i) the Issuer is not a party to any contract or agreement of any kind or nature and (ii) the Issuer is not subject to any obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations.

          (b) The Issuer has not engaged in any activities since its formation (other than those incidental to its formation and other appropriate actions including the proposed Loans, the authorization and the issue of the initial Series of Notes, the execution of the Transaction Documents to which it is a party and the performance of the activities referred to in or contemplated by such agreements).

          Section 7.16. Compliance with Contractual Obligations and Laws .

          The Issuer is not (i) in violation of the LLC Agreement, (ii) in violation of any Requirement of Law to which it or its property or assets may be subject or (iii) in violation of any Contractual Obligation with respect to the Issuer.

          Section 7.17. Other Representations .

          All representations and warranties of the Issuer made in each Transaction Document to which it is a party are true and correct and are repeated herein as though fully set forth herein.

          Section 7.18. Ownership of the Issuer .

          All of the issued and outstanding common membership interests in the Issuer are owned by PHH Sub 2, all of which common membership interests have been validly issued, are fully paid and non-assessable and are owned of record by PHH Sub 2, free and clear of all Liens other than Permitted Liens. The Issuer has no Subsidiaries and owns no capital stock of, or other equity interest in, any other Person.

ARTICLE 8.

COVENANTS

          Section 8.1. Payment of Investor Notes .

          The Issuer shall pay the principal of (and premium, if any) and interest on the Investor Notes pursuant to the provisions of this Base Indenture and any applicable Indenture Supplement. Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due.

          Section 8.2. Maintenance of Office or Agency .

          The Issuer will maintain in The City of New York, an office or agency where Investor Notes may be surrendered for registration of transfer or exchange. The Issuer hereby initially appoints the Transfer Agent and Registrar to serve as its agent for the foregoing purposes. In addition, Definitive Notes will be transferable or exchangeable at the offices of any co-transfer agent and co-registrar in Luxembourg appointed in accordance with the terms hereof. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

          The Issuer may also from time to time designate one or more other offices or agencies where the Investor Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          The Issuer hereby designates the Corporate Trust Office of the Indenture Trustee as one such office or agency of the Issuer.

          Section 8.3. Payment of Obligations .

          The Issuer will pay and discharge, at or before maturity, all of its respective material obligations and liabilities, including, without limitation, tax liabilities and other governmental claims, except where the same may be contested in good faith by appropriate proceedings, and will maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

          Section 8.4. Conduct of Business and Maintenance of Existence .

          The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and will obtain and preserve its qualification to do business in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business and operations of the Issuer or which qualification shall be necessary to protect the validity and enforceability of the Indenture, the Investor Notes and any instrument or agreement included in the Issuer Assets.

          Section 8.5. Compliance with Laws .

          The Issuer will comply in all respects with all Requirements of Law and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities (including, without limitation, ERISA and the rules and regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not materially and adversely affect the condition, financial or otherwise, operations, performance, properties or prospects of the Issuer or its ability to carry out the transactions contemplated in this Base Indenture and each other Transaction Document; provided , however , such noncompliance will not result in a Lien (other than a Permitted Lien) on any Issuer Asset.

          Section 8.6. Inspection of Property, Books and Records .

          The Issuer will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to the Issuer Assets and its business activities in accordance with GAAP; and will permit the Indenture Trustee to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

          Section 8.7. Compliance with Transaction Documents; Issuer Assets .

          (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any instrument or agreement included in the Issuer Assets or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly

provided in this Base Indenture, any other Transaction Document or such other instrument or agreement.

          (b) Promptly upon becoming aware of any default under any Transaction Document, the Issuer shall give the Indenture Trustee and the Rating Agencies notice thereof.

          (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Base Indenture, the other Transaction Documents and in the instruments and agreements included in the Issuer Assets, including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of the Indenture and the Loan Agreement in accordance with and within the time periods provided for herein and therein.

          (d) The Issuer may contract with other Persons to assist it in performing its duties under the Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under the Indenture.

          Section 8.8. Notice of Defaults .

          Promptly upon becoming aware of any Potential Amortization Event, Amortization Event, Potential Loan Event of Default, Loan Event of Default, Servicer Termination Event, Event of Default or Default under any of the Transaction Documents, the Issuer shall give the Indenture Trustee and the Rating Agencies written notice thereof, together with an Officer’s Certificate, setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Issuer.

          Section 8.9. Notice of Material Proceedings .

          Promptly upon becoming aware thereof, the Issuer shall give the Indenture Trustee and the Rating Agencies written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting the Issuer which is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties or performance of the Issuer or the ability of the Issuer to perform its obligations under this Base Indenture or under any other Transaction Document to which it is a party.

          Section 8.10. Further Requests .

          The Issuer will promptly furnish to the Indenture Trustee and the Rating Agencies such other information as, and in such form as, the Indenture Trustee or the Rating Agencies may reasonably request in connection with the transactions contemplated by the Indenture.

          Section 8.11. Protection of Issuer Assets .

          The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

          (a) maintain or preserve the lien and security interest (and the priority thereof) of the Indenture or carry out more effectively the purposes thereof;

          (b) perfect, publish notice of or protect the validity of the lien and security interest created by the Indenture;

          (c) enforce the rights of the Indenture Trustee and the Investor Noteholders in any of the Issuer Assets; or

          (d) preserve and defend title to the Issuer Assets and the rights of the Indenture Trustee and the Investor Noteholders in such Issuer Assets against the claims of all persons and parties.

          The Indenture Trustee is hereby authorized to execute and file any financing statement, continuation statement or other instrument necessary or appropriate to perfect or maintain the perfection of the Indenture Trustee’s security interest in the Collateral. The Indenture Trustee shall have no obligation to prepare or determine the necessity for the filing of any financing statement, continuation statement or other instrument with respect to the perfection of the Indenture Trustee’s security interest in the Collateral.

          Section 8.12. Annual Opinion of Counsel .

          On or before March 31 of each calendar year, commencing with March 31, 2007, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Base Indenture, any Indenture Supplement and any Supplement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the lien and security interest created by the Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Indenture, any Indenture Supplement and any Supplement and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of the Indenture until March 31 in the following calendar year.

          Section 8.13. Liens .

          The Issuer will not create, incur, assume or permit to exist any Lien upon any of the Issuer Assets (including the Collateral), other than Permitted Liens.

          Section 8.14. Other Indebtedness .

          The Issuer will not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder and (ii) Indebtedness permitted under any other Transaction Document.

          Section 8.15. Mergers .

          The Issuer will not merge or consolidate with or into any other Person.

          Section 8.16. Sales of Issuer Assets .

          The Issuer will not sell, lease, transfer, liquidate or otherwise dispose of any Issuer Assets, except as contemplated by the Transaction Documents unless directed to do so by the Indenture Trustee.

          Section 8.17. Acquisition of Assets .

          The Issuer will not acquire, by long-term or operating lease or otherwise, any assets except in accordance with the terms of the Transaction Documents.

          Section 8.18. Distributions .

          The Issuer will not declare any dividends on any of the Membership Interests or make any purchase, redemption or other acquisition of, any of the Membership Interests, other than as provided in the Transaction Documents. The Issuer will not redeem any Preferred Membership Interests if any such redemption would result in the occurrence of an Amortization Event with respect to any Series of Investor Notes Outstanding. The Issuer will not issue any series of Preferred Membership Interests unless, prior to such issuance, each Rating Agency confirms that after such issuance the Rating Agency Condition will be met.

          Section 8.19. Legal Name; Location Under Section 9-301 .

          The Issuer will change neither its location (within the meaning of Section 9-301 of the applicable UCC) nor its legal name without sixty (60) days’ prior written notice to the Indenture Trustee. In the event that the Issuer desires to so change its location or legal name, the Issuer will make any required filings and prior to actually changing its location or its legal name the Issuer will deliver to the Indenture Trustee (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Indenture Trustee on behalf of the Investor Noteholders in the Collateral in respect of the new location or new legal name of the Issuer and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

          Section 8.20. Organizational Documents .

          The Issuer will not amend the LLC Agreement unless, prior to such amendment, each Rating Agency confirms that after such amendment the Rating Agency Condition will be met.

          Section 8.21. Investments .

          The Issuer will not make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person other than in accordance with the Transaction Documents and, in addition, without limiting the generality of the foregoing, the Issuer will not cause the Indenture Trustee to make any Permitted Investments on the Issuer’s behalf that would

have the effect of causing the Issuer to be an “investment company” within the meaning of the Investment Company Act.

          Section 8.22. No Other Agreements .

          The Issuer will not enter into or be a party to any agreement or instrument other than any Transaction Document or documents and agreements incidental thereto.

          Section 8.23. Other Business .

          The Issuer will not engage in any business or enterprise or enter into any transaction other than making the Loans pursuant to the Loan Agreement, funding the Loans through the issuance and sale of Investor Notes, issuing Membership Interests pursuant to the LLC Agreement, incurring and paying ordinary course operating expenses and other activities related to or incidental to any of the foregoing.

          Section 8.24. Maintenance of Separate Existence .

          The Issuer will do all things necessary to continue to be readily distinguishable from VMS, PHH Sub 2, PHH and the Affiliates of each of the foregoing and maintain its existence separate and apart from that of VMS, PHH Sub 2, PHH and the Affiliates of each of the foregoing including, without limitation:

     (i) practicing and adhering to organizational formalities, such as maintaining appropriate books and records;

     (ii) observing all organizational formalities in connection with all dealings between itself and VMS, PHH Sub 2, PHH and the Affiliates of each of the foregoing or any other unaffiliated entity;

     (iii) observing all procedures required by its certificate of formation and the LLC Agreement and the laws of the State of Delaware;

     (iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses;

     (v) managing its business and affairs by or under the direction of the Managers;

     (vi) ensuring that its Authorized Officers duly authorize all of its actions;

     (vii) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the LLC Agreement for its actions;

     (viii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business;

     (ix) maintaining at least one Manager who is an Independent Manager;

     (x) not (A) having or incurring any indebtedness to VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (B) guaranteeing or otherwise becoming liable for any obligations of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub

2 or PHH; (C) having obligations guaranteed by VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (D) holding itself out as responsible for debts of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH or for decisions or actions with respect to the affairs of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (E) operating or purporting to operate as an integrated, single economic unit with respect to VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; (G) induce any such third party to reasonably rely on the creditworthiness of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH other than as required by the Transaction Documents with respect to insurance on the Leased Vehicles;

     (xi) other than as provided in the Transaction Documents, maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person;

     (xii) maintaining its financial records separate and apart from those of any other Person;

     (xiii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of VMS, PHH Sub 2, PHH, any Affiliates of VMS, PHH Sub 2 or PHH or any other affiliated or unaffiliated entity;

     (xiv) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services;

     (xv) maintaining office space separate and apart from that of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH (even if such office space is subleased from or is on or near premises occupied by VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH) and a telephone number separate and apart from that of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH;

     (xvi) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name;

     (xvii) having separate stationery from VMS, PHH Sub 2, PHH, any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity;

     (xviii) accounting for and managing all of its liabilities separately from those of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH;

     (xix) allocating, on an arm’s length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office

equipment and software; and otherwise maintaining an arm’s-length relationship with each of VMS, PHH Sub 2, PHH, any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity;

     (xx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving VMS, PHH Sub 2, PHH or any Affiliate of VMS, PHH Sub 2 or PHH to substantively consolidate VMS, PHH Sub 2, PHH or any Affiliate of VMS, PHH Sub 2 or PHH with the Issuer;

     (xxi) remaining solvent; and

     (xxii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of each of the Issuer, Holdings, VMS, PHH Sub 2, PHH Sub 1, PHH and any Affiliates of the Issuer, Holdings, VMS, PHH Sub 2, PHH Sub 1 or PHH.

          Section 8.25. Use of Proceeds of Investor Notes .

          The Issuer shall use the net proceeds of each Series of Investor Notes in accordance with the provisions of the related Indenture Supplement.

          Section 8.26. No ERISA Plan .

          The Issuer will not establish or maintain or contribute to any Pension Plan that is covered by Title IV of ERISA.

ARTICLE 9.

REMEDIES

          Section 9.1. Events of Default .

          “ Event of Default ”, wherever used herein, with respect to any Series of Investor Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operati