Chesapeake Funding LLC – Series 2012-1 - Standard and Poor's ...

May 8, 2012SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warranties andenforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard & Poor’sRatings Services’ 17g-7Disclosure Report for thetransaction shown in thetitle above.Chesapeake Funding LLC –Series 2012-1Floating-rate asset-backed notes series 2012-1Primary Credit Analyst:Joanne DeSimone, New York, (1) 212-438-2444joanne_desimone@standardandpoors.comSurveillance Credit Analyst :Peter Chang, New York, (1) 212-438-1505Peter_chang@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism or remedy inthe transaction documents that may be exercised by investors (or their representatives).

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1and payable in any currency other than United StatesDollars or is due from any Person that does not have amailing address in the United States of America.12 No Consumer Receivables. None of the Receivables is aconsumer receivable.13 Not more than #% of the Aggregate Statistical ContractValue of the Receivables will represent Contracts for thefinancing of [type of] equipment.14 List of Contracts. The information set forth in the List ofContracts (as the same may be amended or deemedamended in respect of a conveyance of SubstituteContracts on a Subsequent Transfer Date) is true,complete and correct as of the applicable Cutoff Date.15 Selection Procedures. No selection procedures determinedby the Originator to be materially adverse to the interests ofthe Issuer or the Noteholders were utilized by theOriginator in selecting the Contracts to be sold, assigned,transferred, set over and otherwise conveyed hereunder.16 All Applicable Law, including, without limitation, usury laws,if any, in respect of the Contract have been complied with,and the Contract complied at the time it was originated ormade and as of the Closing Date or related Cutoff Date willcomply with all Applicable Laws of the jurisdiction in whichit was originated.the United States; it was the obligation of an EligibleObligor. Eligible Obligor means each Obligor inrespect of a Master Lease Agreement or a FleetReceivable that satisfies the following eligibilitycriteria: its billing address is located in the UnitedStates;Not included in the Transaction.Not included in the Transaction.Not included in the Transaction.Not included in the Transaction.it was originated and has been administered sinceorigination in accordance with Applicable Law; itdid not contravene in any material respect anyApplicable Law and VMS is not in violation in anymaterial respect of any Applicable Law inconnection with it;17 The contract is not a Defaulted Contract. it was not a Charged-Off Lease;18 The Contract is not more than # days past due as of theapplicable Cut-Off Date.19 The Contract was not originated nor was it subject to thelaws of any jurisdiction the laws of which would makeunlawful the sale, transfer and assignment of such Contractunder this Agreement.20 The Obligor of the Contract is not, as of the applicableCutoff Date, subject to any Insolvency Event.21 Each contract provides for either monthly, quarterly,annual, semiannual, variable, skip or balloon payments.it was not an Ineligible Delinquent Lease; IneligibleDelinquent Lease means a Master LeaseAgreement as to which 50% or greater of thebillings to the Obligor thereof remain unpaid formore than 60 days from the original due date orwhich has been declared in default under thePolicies.any consents, approvals or authorizationsnecessary for the assignment and sale thereof byVMS to the Origination Trust have been obtained.it was the obligation of an Eligible Obligor. EligibleObligor means each Obligor in respect of a MasterLease Agreement or a Fleet Receivable thatsatisfies the following eligibility criteria: it is not thesubject of any voluntary or involuntary bankruptcyproceeding, unless, in the case of a Master LeaseAgreement, a bankruptcy court shall have enteredan order reaffirming such Obligor’s obligationsunder such Master Lease Agreement.except for any Lease that is an AdditionalEquipment Asset, if an Open-End Lease, it providesCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 3

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1for equal monthly depreciation payments and, if aClosed-End Lease, it provides for monthlydepreciation payments that over the term of theLease reduce the Capitalized Cost of the relatedLeased Vehicle to the Stated Residual Valuethereof;22 Not included in the Benchmark. the Obligor of which has accepted the relatedLeased Vehicle;23 Not included in the Benchmark. if an Open-End Lease that is an AdditionalEquipment Asset, it provides for at least quarterlydepreciation payments and, if a Closed-End Leasethat is an Additional Equipment Asset, it providesfor at least quarterly depreciation payments thatover the term of the Lease reduce the CapitalizedCost of the related Leased Vehicle to the StatedResidual Value thereof;24 Not included in the Benchmark. it accrues a finance or other lease charge on theNet Book Value of the related Leased Vehicle at afloating rate based on an Eligible Floating RateIndex from time to time or at a fixed rate;25 Not included in the Benchmark. if a Closed-End Lease, the Stated Residual Valueof the related Leased Vehicle was no greater thanthe ALG Residual Value thereof at origination or, inthe case of any Leased Vehicle the residual valueof which is not specified in the ALG ResidualPercentage Guide published by the AutomotiveLease Guide, the estimated residual value of therelated Leased Vehicle contained in a comparableindustry source of equipment residual values or ifsuch a source is not available, contained in asource VMS believes is reasonable;26 Not included in the Benchmark. on or before the date on which such Lease wasallocated to the Lease SUBI Portfolio, the Issuerheld any Lease Rate Cap with respect to suchLease required to be held by the terms of the BaseIndenture or any Indenture Supplement;27 Not included in the Benchmark. if a Floating Rate Lease and the Obligor thereunderhas the right to convert the floating rate at which thefinance charges accrue thereunder to a fixed rate,upon conversion the fixed rate will be at least equalto the sum of the PHH Treasury Note Rate on theconversion date and 0.50%;28 Not included in the Benchmark. the Leased Vehicle leased thereunder (x) is freeand clear of all Liens (other than Permitted Liens)and (y) if such Leased Vehicle is subject to acertificate of title act or statute, the Certificate ofTitle for such Leased Vehicle is registered in thename of the Origination Trust; and29 Not included in the Benchmark. (x) if the Leased Vehicle leased thereunder issubject to a certificate of title act or statute, theCertificate of Title for such Leased Vehicle indicatesonly a Lien in the name of (1) VMS, in the case of aLease originated by VMS and assigned to theCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 4

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1such repurchase, if requested by the Servicer, theTrust Vehicle or Vehicle will be re-titled in the nameof the Servicer or its designee (other than the Trust,Holdings or the Issuer).Table 2No.BenchmarkRepresentations and warrantiesTransaction38 Representations and Warranties of Seller [Intermediary].The Seller [Intermediary] makes the followingrepresentations and warranties as to the Receivables onwhich the Issuing Entity is deemed to have relied inacquiring the Receivables39 No Receivable has been sold, transferred, assigned orpledged by the Seller [Intermediary] to any Person otherthan the Purchaser.40 General. The Sale and Servicing Agreement creates avalid and continuing security interest (as defined in theapplicable UCC) in all of Seller’s [Intermediary’s] right,title and interest in, to and under (i) the Receivables, (ii)the security interests in the Financed Equipment grantedby Obligors pursuant to the Receivables (iii) thePurchase Agreement and (iv) the Liquidity ReceivablesPurchase Agreement (only with respect to OwnedContracts included in the Receivables) in favor of theIssuing Entity, which, (a) is enforceable upon executionof the Sale and Servicing Agreement against creditors ofand purchasers from Seller [Intermediary], as suchenforceability may be limited by applicable Debtor ReliefLaws, now or hereafter in effect, and by generalprinciples of equity (whether considered in a suit at lawor in equity), and (b) upon filing of the financingstatements described in clause # below will be prior to allother Liens (other than Liens permitted pursuant toclause # below).41 Characterization. The Receivables constitute “tangiblechattel paper” within the meaning of UCC Section 9-102.The rights granted under the agreements described inclause # and # constitute “general intangibles” within themeaning of UCC Section 9-102. Seller [Intermediary] hastaken all steps necessary to perfect its security interest inthe property securing the Receivables within 10 days ofthe Closing Date.42 Creation. Immediately prior to the conveyance of theReceivables pursuant to the Sale and ServicingAgreement, Seller [Intermediary] owns and has good andmarketable title to, or has a valid security interest in, theReceivables free and clear of any Lien, claim orencumbrance of any Person.43 Perfection. Seller [Intermediary] has caused or will havecaused, within ten days of the Closing Date, the filing ofall appropriate financing statements in the proper filingoffice in the appropriate jurisdictions under applicable lawNot included in the Transaction.Not included in the Transaction.Not included in the Transaction.Not included in the Transaction.Not included in the Transaction.Not included in the Transaction.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 7

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1in order to perfect the security interest granted to theIssuing Entity under the Sale and Servicing Agreement inthe Receivables. With respect to the Receivables thatconstitute tangible chattel paper, the Servicer or aSubservicer, as custodian, received possession of suchoriginal tangible chattel paper and the Issuing Entity hasreceived a written acknowledgment (which is containedin the Sale and Servicing Agreement) from suchcustodian that it is acting solely as agent of the IssuingEntity and the Indenture Trustee. All financingstatements filed under this clause # contain a statementthat “A purchase of or security interest in any collateraldescribed in this financing statement will violate therights of the Secured Party”.44 Priority. Other than the security interests granted to theIssuing Entity pursuant to the Sale and ServicingAgreement and the security interests granted underdocuments relating to the Liquidity ReceivablesPurchase Agreement, which have been released, andany other security interest which has been released orterminated, Seller [Intermediary] has not pledged,assigned, sold, granted a security interest in, orotherwise conveyed any of the Receivables. Seller[Intermediary] has not authorized the filing of and is notaware of any financing statements against Seller[Intermediary] that include a description of collateralcovering the Receivables other than any financingstatement (i) relating to the security interests granted tothe Issuing Entity under the Sale and ServicingAgreement a the security interests granted in connectionwith the documents relating to the Liquidity ReceivablesPurchase Agreement and the Prior Securitization, eachof which have been released, (ii) that has beenterminated or has released the Receivables from suchsecurity interest, or (iii) that has been granted pursuantto the terms of the Basic Documents. None of thetangible chattel paper that constitutes or evidences theReceivables has any marks or notations indicating thatthey have pledged, assigned or otherwise conveyed toany Person other than the Indenture Trustee. Seller[Intermediary] is not aware of any judgment, ERISA ortax lien filings against it.Not included in the Transaction.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 8

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Enforcement mechanism(s)45 Repurchase upon Breach. (a) The Seller [Intermediary],the Servicer or the Trustee, as the case may be, shallinform the other parties to this Agreement and theIndenture Trustee promptly, in writing, upon thediscovery of any breach of the Seller’s [Intermediary’s]representations and warranties made pursuant toSection #or Section #, a breach of [Originator]’srepresentations and warranties made pursuant toSection #of the Liquidity Receivables PurchaseAgreement, or [Originator]’s representations andwarranties made pursuant to Section #of the PurchaseAgreement. Unless a breach pursuant to the sectionsand documents referenced in the preceding sentenceshall have been cured by the last day of the second (or,if the Seller [Intermediary] elects, the first) CollectionPeriod after such breach is discovered by the Servicer orthe Trustee or in which the Trustee receives writtennotice from the Seller [Intermediary] or the Servicer ofsuch breach, the Seller [Intermediary] shall be obligated,and, if necessary, the Seller [Intermediary] or the Trusteeshall enforce the obligation of [Originator] under theLiquidity Receivables Purchase Agreement or thePurchase Agreement, as applicable, to repurchase anyReceivable materially and adversely affected by anysuch breach as of such last day.46 As consideration for the repurchase of the Receivable,the Seller [Intermediary] shall remit the PurchaseAmount in the manner specified in Section #; provided,however, that the obligation of the Seller [Intermediary]to repurchase any Receivable arising solely as a result ofa breach of [Originator]’s representations and warrantiespursuant to Section #of the Liquidity ReceivablesPurchase Agreement and Section #of the PurchaseAgreement is subject to the receipt by the Seller[Intermediary] of the Purchase Amount from [Originator].Subject to the provisions of Section #, the sole remedy ofthe Issuing Entity, the Trustee, the Indenture Trustee,the Noteholders or the Certificateholders with respect toa breach of the representations and warranties pursuantto Section #and the agreement contained in thisSectionshall be to require the Seller [Intermediary] torepurchase Receivables pursuant to this Section, subjectto the conditions contained herein, and to enforce[Originator]’s obligation to the Seller [Intermediary] torepurchase such Receivables pursuant to the LiquidityReceivables Purchase Agreement or the PurchaseAgreement, as applicable.Not included in the Transaction.Not included in the Transaction.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 9

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Table 3No. Benchmark TransactionRepresentations and warranties47 The Issuing Entity further makes all therepresentations, warranties and covenants set forth inSchedule #.48 General. The Indenture creates a valid andcontinuing security interest (as defined in theapplicable UCC) in all of the Issuing Entity’s right, titleand interest in, to and under (i) the Receivables, (ii)the security interests in the Financed Equipmentgranted by Obligors pursuant to the Receivables, (iii)the Liquidity Receivables Purchase Agreement (onlywith respect to Owned Contracts) and (iv) the Saleand Servicing Agreement (including all rights of theSeller [Intermediary] under the Liquidity ReceivablesPurchase Agreements and the Purchase Agreementassigned to the Issuing Entity pursuant to the Saleand Servicing Agreement), in each case, in favor ofthe Indenture Trustee, which, (a) security interest isenforceable upon execution of the Indenture againstcreditors of and purchasers from the Issuing Entity assuch enforceability may be limited by applicableDebtor Relief Laws, now or hereafter in effect, and bygeneral principles of equity (whether considered in asuit at law or in equity), and (b) upon filing of thefinancing statements described in clause # below willbe prior to all other Liens.49 Characterization. The Receivables constitute“tangible chattel paper” within the meaning of UCCSection 9-102. The rights granted under theagreements described in clause # through #constitute “general intangibles” within the meaning ofUCC Section 9-102. The Issuing Entity has taken orwill take all steps necessary to perfect its securityinterest in the property securing the Receivableswithin 10 days of the Closing Date.50 Creation. Immediately prior to the grant to theIndenture Trustee pursuant to the Indenture, theIssuing Entity owns and has good and marketabletitle to, or has a valid security interest in, theReceivables free and clear of any Lien, claim orencumbrance of any Person.51 Perfection. The Issuing Entity has caused or will havecaused, within ten days of the Closing Date, the filingCHESAPEAKE FINANCE REPRESENTATIONSAND WARRANTIES. To induce the Lender toenter into this Agreement and to make Loanshereunder, Chesapeake Finance represents andwarrants to the Lender as of the date hereof, as ofthe date of each Loan made hereunder and as ofeach Series Closing Date that:No Security Interest; Title to Assets. (a) ThisAgreement creates a valid and continuing securityinterest (as defined in the UCC) in the LoanCollateral, which security interest is prior to allother Liens (other than Permitted Liens) and isenforceable as such against the creditors of andpurchasers from Chesapeake Finance.The Loan Collateral constitutes “generalintangibles,” “certificated securities,”“instruments,” “accounts” or “tangible chattelpaper” within the meaning of the UCC. Each ofthe SUBI Certificates has been duly registered inthe name of the Lender, endorsed in blank, anddelivered to the Indenture Trustee, the Loan Notehas been endorsed in blank and delivered to theIndenture Trustee and all other action necessary(including the filing of UCC-1 financingstatements) to protect and perfect the Lender’ssecurity interest in the Loan Collateral and theIndenture Trustee’s security interest on behalf ofthe Investor Noteholders in the Loan Collateralnow in existence and hereafter acquired orcreated has been duly and effectively taken.Chesapeake Finance has good, legal andmarketable title to, or a valid leasehold interest in,all of its assets. None of such properties or assetsis subject to any Liens (except for PermittedLiens), claims or encumbrances.Each of the SUBI Certificates has been dulyregistered in the name of the Lender, endorsed inCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 10

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1hereby and thereby. This Agreement has beenduly executed and delivered by ChesapeakeFinance and is, and each of the other TransactionDocuments to which Chesapeake Finance is aparty is, a legal, valid and binding obligation ofsuch party enforceable in accordance with itsterms.55 Not included in the Benchmark. Compliance. The execution, delivery andperformance by Chesapeake Finance of thisAgreement and each other Transaction Documentto which it is a party, and the consummation of thetransactions contemplated hereby and thereby, (i)requires no action by or in respect of, or filingwith, any governmental body, agency or officialwhich has not been obtained and (ii) does notcontravene, or constitute a default under, anyContractual Obligation, any Requirement of Lawor any provision of its certificate of formation orthe limited liability company agreement ofChesapeake Finance or result in the creation orimposition of any Lien on any of the properties ofChesapeake Finance, except for Liens created bythis Agreement.56 Not included in the Benchmark. Solvency. Both before and after giving effect tothe transactions contemplated by this Agreementand the other Transaction Documents,Chesapeake Finance is solvent within themeaning of the Bankruptcy Code andChesapeake Finance is not the subject of anyvoluntary or involuntary case or proceedingseeking liquidation, reorganization or other reliefwith respect to itself or its debts under anybankruptcy or insolvency law and no InsolvencyEvent has occurred with respect to ChesapeakeFinance.57 Not included in the Benchmark. Litigation. There is no action, suit or proceedingpending against or, to the knowledge ofChesapeake Finance threatened against oraffecting Chesapeake Finance before any court orarbitrator or any Governmental Authority thatcould materially adversely affect the financialposition, results of operations, business,properties, performance, prospects or condition(financial or otherwise) of Chesapeake Finance orwhich in any manner draws into question thevalidity or enforceability of this Agreement or anyother Transaction Document or the ability ofChesapeake Finance to perform its obligationshereunder or thereunder.58 Not included in the Benchmark. Absence of Default. Chesapeake Finance is incompliance with all of the provisions of itscertificate of formation and limited liabilitycompany agreement and is not in violation of anyContractual Obligation of Chesapeake Finance.59 Not included in the Benchmark. Employee Benefit Plans. Chesapeake Financehas not established and maintained or contributedto any employee benefit plan that is covered byCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 12

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Title IV of ERISA, and Chesapeake Finance willnot do so, so long as the Loan Commitment hasnot expired, or any amount is owing to the Lenderhereunder.60 Not included in the Benchmark. Investment Company Act. Chesapeake Finance isnot and is not controlled by an “investmentcompany”, within the meaning of the InvestmentCompany Act and is not required to register as an“investment company” under the InvestmentCompany Act, and Chesapeake Finance is notsubject to any other statute which would impair orrestrict its ability to perform its obligations underthis Agreement or the other TransactionDocuments, and neither the entering into orperformance by Chesapeake Finance of thisAgreement nor the issuance of the Loan Noteviolates any provision of the Investment CompanyAct.61 Not included in the Benchmark. Regulations T, U and X. Chesapeake Finance isnot engaged in the business of extending creditfor the purpose of purchasing or carrying marginstock (within the meaning of Regulations T, U andX of the Board of Governors of the FederalReserve System). None of Chesapeake Financeor any Affiliate of any of Chesapeake Finance orany Person acting on its or their behalf has takenor will take action to cause the execution, deliveryor performance of this Agreement or the LoanNote, the making or existence of the Loans or theuse of proceeds of the Loans made hereunder toviolate Regulation T, U or X of the Board ofGovernors of the Federal Reserve System.62 Not included in the Benchmark. Legal Names; Record Locations; Jurisdiction ofOrganization. Schedule 8.10 lists each of thelocations where Chesapeake Finance maintainsany records, and Schedule 8.10 also lists thelegal name of Chesapeake Finance and itsjurisdiction of organization.63 Not included in the Benchmark. Taxes. Chesapeake Finance has filed all federal,state and local tax returns and all other tax returnswhich, to the knowledge of Chesapeake Finance,are required to be filed by it (whetherinformational returns or not), and has paid alltaxes due, if any, pursuant to said returns orpursuant to any assessment received by it, exceptsuch taxes, if any, as are being contested in goodfaith for which adequate reserves have been setaside on its books. As of the date hereof, to thebest of Chesapeake Finance’s knowledge, thereis no unresolved claim by a taxing authorityconcerning Chesapeake Finance’s tax liability forany period for which returns have been filed orwere due, other than those contested in good faithby appropriate proceedings and with respect towhich adequate reserves have been establishedand are being maintained. Chesapeake Financehas paid all fees and expenses required to bepaid by it in connection with the conduct of itsCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 13

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1business, the maintenance of its existence and itsqualification as a foreign limited liability companyauthorized to do business in each State in which itis required to so qualify.64 Not included in the Benchmark. Governmental Authorizations. ChesapeakeFinance has all licenses, franchises, permits andother governmental authorizations necessary forall businesses presently carried on by it (includingowning and leasing the real and personal propertyowned and leased by it), except where failure toobtain such licenses, franchises, permits andother governmental authorizations would not havea material adverse effect on its financial condition,business, prospects or properties or a MaterialAdverse Effect.65 Not included in the Benchmark. Chesapeake Finance: (i) is not in violation of anyRequirement of Law to which it or its property orassets may be subject, (ii) has filed in a timelymanner all reports, documents and othermaterials required to be filed by it with anygovernmental bureau, agency or instrumentality(and the information contained in each of suchfilings is true, correct and complete in all materialrespects), except where failure to make suchfilings would not have a material adverse effect onits financial condition, business, prospects orproperties or a Material Adverse Effect and (iii)has retained all records and documents requiredto be retained by it pursuant to any Requirementof Law, except where failure to retain suchrecords would not have a material adverse effecton its financial condition, business, prospects orproperties or a Material Adverse Effect.66 Not included in the Benchmark. Origination Trust Documents. (a) Each of theOrigination Trust Documents is in full force andeffect and there are no outstanding events ofdefault or termination events thereunder nor haveevents occurred which, with the giving of notice,the passage of time or both, would constitute suchan event of default or termination event. (b) TheOrigination Trust (a) is a statutory business trustduly formed, validly existing and in good standingunder the laws of the State of Delaware, (b) isduly qualified to do business as a foreignbusiness trust and in good standing under thelaws of each jurisdiction where the character of itsproperty, the nature of its business or theperformance of its obligations make suchqualification necessary, and (c) has all powersand all governmental licenses, authorizations,consents and approvals required to carry on itsbusiness as now conducted and for purposes ofthe transactions contemplated by the TransactionDocuments. (c) The execution, delivery andperformance by the Origination Trust of theTransaction Documents to which it is a party (a)was and is within the Origination Trust’s powerand has been duly authorized by all necessaryaction, (b) requires no action by or in respect of,Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 14

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1or filing with, any governmental body, agency orofficial which has not been obtained and (c) doesnot contravene, or constitute a default under, anyRequirement of Law or any provision of itscertificate of trust or the Origination TrustDocuments or result in the creation or impositionof any Lien on any of the properties of theOrigination Trust, except for Liens created by theOrigination Trust Documents. Each of theTransaction Documents to which the OriginationTrust is a party has been duly executed anddelivered by or on behalf of the Origination Trust.(d) Each Transaction Document to which theOrigination Trust is a party is a legal, valid andbinding obligation of the Origination Trustenforceable against the Origination Trust inaccordance with its terms (except as suchenforceability may be limited by bankruptcy,insolvency, fraudulent conveyance,reorganization, moratorium and other similar lawsaffecting creditors’ rights generally or by generalequitable principles, whether considered in aproceeding at law or in equity and by an impliedcovenant of good faith and fair dealing). (e)There is no action, suit or proceeding pendingagainst or, to the knowledge of ChesapeakeFinance, threatened against or affecting theOrigination Trust before any court or arbitrator orany Governmental Authority that could have anOrigination Trust Material Adverse Effect. (f) TheOrigination Trust has not established and doesnot maintain or contribute to any Pension Planthat is covered by Title IV of ERISA and will notdo so prior to the termination of this Agreement.(g) The Origination Trust has filed all federal,state and local tax returns and all other tax returnswhich, to the knowledge of Chesapeake Finance,are required to be filed (whether informationalreturns or not), and has paid all taxes due, if any,pursuant to said returns or pursuant to anyassessment received by the Origination Trust,except such taxes, if any, as are being contestedin good faith and for which adequate reserveshave been set aside on its books. The OriginationTrust has paid all fees and expenses required tobe paid by it in connection with the conduct of itsbusiness, the maintenance of its existence and itsqualification as a foreign limited liability companyauthorized to do business in each State in which itis required to so qualify. (h) The Origination Trustis not, and is not controlled by, an “investmentcompany” within the meaning of, and is notrequired to register as an “investment company”under, the Investment Company Act. (i) Noconsent, action by or in respect of, approval orother authorization of, or registration, declarationor filing with, any Governmental Authority or otherPerson is required for the valid execution, deliveryor performance of any of the Origination Trust’sobligations under any Transaction Documentother than such consents, approvals,authorizations, registrations, declarations or filingsas shall have been obtained by the OriginationCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 15

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Trust prior to the Initial Closing Date. (j) Theoffice where the Origination Trust keeps itsrecords is c/o Wilmington Trust Company, 1100North Market Street, Wilmington, DE 19890.” (k)The SUBI Certificates have been duly executedand delivered by Wilmington Trust Company inaccordance with the Origination Trust Agreement,have been duly issued in accordance with theOrigination Trust Agreement and are entitled tothe benefits afforded by the Origination TrustAgreement.67 Not included in the Benchmark. Nonexistence Of Other Agreements. (a)Chesapeake Finance is not a party to anycontract or agreement of any kind or nature andChesapeake Funding is not subject to anyobligations or liabilities of any kind or nature infavor of any third party, including, withoutlimitation, Contingent Obligations. (b)Chesapeake Finance has not engaged in anyactivities since its formation (other than thoseincidental to its formation and other appropriateactions including the execution of the TransactionDocuments to which it is a party and theperformance of the activities referred to in orcontemplated by such agreements).68 Not included in the Benchmark. Other Representations. All representations andwarranties of Chesapeake Finance made in eachTransaction Document to which it is a party aretrue and correct and are repeated herein asthough fully set forth herein.69 Not included in the Benchmark. Corporate Power and Authority. Holdings has thepower and authority to execute, deliver andperform this Agreement, to transfer theRelinquished Property(ies) and to acquire theReplacement Property(ies). The execution,delivery, and performance of this Agreement andthe consummation of the transactionscontemplated hereby have been duly authorizedby all necessary action on the part of Holdings.This Agreement has been duly executed anddelivered by Holdings and is a valid and bindingobligation of Holdings, enforceable in accordancewith its terms, except as such enforcement maybe limited by applicable bankruptcy, insolvency,moratorium, or similar laws affecting theenforcement of creditors’ rights generally.70 Not included in the Benchmark. Validity of Contemplated Transactions. Theexecution, delivery, and performance of thisAgreement and the consummation of thetransactions contemplated hereby do not and willnot (i) contravene any provision of the limitedliability company agreement of Holdings (ii)violate, conflict with, constitute a default under,cause the acceleration of any payments pursuantto, or otherwise impair the good standing, validity,or effectiveness of the transfer of anyRelinquished Property(ies) or the acquisition ofReplacement Property(ies), where applicable, orCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 16

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1any indenture, mortgage, contract, commitment,or agreement to which Holdings is a party or bywhich it is bound, or (iii) violate any provision ofany law, rule, regulation, order, permit or licenseto which Holdings is subject.71 Not included in the Benchmark. Litigation and Compliance. There is no materialsuit, action, claim, arbitration, administrative orlegal or other proceeding, or governmentalinvestigation pending or, to the knowledge ofHoldings (after due inquiry), threatened againstExchangor that is related to this Agreement, norhas there been any failure by Exchangor tocomply with, nor has there been any violation of,or default with respect to, any order, writ,injunction, judgment, or decree of any court orfederal, state, or local department, official,commission, authority, board, bureau, agency, orother instrumentality issued or pending againstExchangor that is related to this Agreement whichhas not been disclosed to PHF.72 Not included in the Benchmark. Legal or Tax Advice. Holdings acknowledges thatneither PHF nor any employee, officer, director,agent, principal or affiliate of PHF has given anylegal or tax advice nor made representationsregarding the legal or tax consequences of theLKE Program. Holdings further acknowledges thatit has been advised to seek independent legal andtax advice regarding the LKE Program, regardingwhether any Relinquished Property andReplacement Property are like-kind underTreasury Regulations Sections 1.1031(a)-2 and1.1031(k)-1 and to have this Agreement reviewedand approved by independent counsel.73 Not included in the Benchmark. Not a Disqualified Person. Holdings herebyrepresents and warrants to the PHF that, to thebest of Holdings’ knowledge, as of the datehereof, PHF is not a Disqualified Person withrespect to Exchangor. Holdings shall notknowingly cause PHF to become a DisqualifiedPerson with respect to Exchangor during theTerm of this Agreement.74 Not included in the Benchmark. DLPT REPRESENTATIONS ANDWARRANTIES. To induce the Lender to enterinto this Agreement and to make Loanshereunder, DLPT represents and warrants to theLender as of the date hereof, as of the date ofeach Loan made hereunder and as of each SeriesClosing Date that:75 Not included in the Benchmark. Legal Names; Record Locations; Jurisdiction ofOrganization. Schedule 8.10 lists each of thelocations where DLPT maintains any records, andSchedule 8.10 also lists the legal name of DLPTand its jurisdiction of organization.76 Not included in the Benchmark. No Security Interest; Title to Assets. (a) ThisAgreement creates a valid and continuing securityCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 17

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1interest (as defined in the UCC) in the DLPT LoanCollateral, which security interest is prior to allother Liens (other than Permitted Liens) and isenforceable as such against the creditors of andpurchasers from DLPT. The DLPT Loan Collateralconstitutes “general intangibles” within themeaning of the UCC. All other action necessary(including the filing of UCC-1 financingstatements) to protect and perfect the Lender’ssecurity interest in the DLPT Loan Collateral andthe Indenture Trustee’s security interest on behalfof the Investor Noteholders in the DLPT LoanCollateral now in existence and hereafter acquiredor created has been duly and effectively taken.(b) DLPT has good, legal and marketable title to,or a valid leasehold interest in, all of its assets.None of such properties or assets is subject toany Liens (except for Permitted Liens), claims orencumbrances. Except for financing statements orother filings made in favor of the Lender inconnection with this Agreement or the TransactionDocuments, no financing statement under theUCC of any state or other filing which namesDLPT as debtor or which covers or purports tocover any of the assets of DLPT is on file in anystate or other jurisdiction, and DLPT has notsigned any instrument authorizing any securedparty or creditor of such Person thereunder to fileany such financing statement, application or filingother than with respect to Permitted Liens. DLPTis not aware of any judgment or tax lien filingsagainst DLPT.77 Not included in the Benchmark. Origination Trust Documents. (a) Each of theOrigination Trust Documents is in full force andeffect and there are no outstanding events ofdefault or termination events thereunder nor haveevents occurred which, with the giving of notice,the passage of time or both, would constitute suchan event of default or termination event. (b) TheOrigination Trust (a) is a statutory business trustduly formed, validly existing and in good standingunder the laws of the State of Delaware, (b) isduly qualified to do business as a foreignbusiness trust and in good standing under thelaws of each jurisdiction where the character of itsproperty, the nature of its business or theperformance of its obligations make suchqualification necessary, and (c) has all powersand all governmental licenses, authorizations,consents and approvals required to carry on itsbusiness as now conducted and for purposes ofthe transactions contemplated by the TransactionDocuments. (c) The execution, delivery andperformance by the Origination Trust of theTransaction Documents to which it is a party (a)was and is within the Origination Trust’s powerand has been duly authorized by all necessaryaction, (b) requires no action by or in respect of,or filing with, any governmental body, agency orofficial which has not been obtained and (c) doesnot contravene, or constitute a default under, anyRequirement of Law or any provision of itsCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 18

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1certificate of trust or the Origination TrustDocuments or result in the creation or impositionof any Lien on any of the properties of theOrigination Trust, except for Liens created by theOrigination Trust Documents. Each of theTransaction Documents to which the OriginationTrust is a party has been duly executed anddelivered by or on behalf of the Origination Trust.(d) Each Transaction Document to which theOrigination Trust is a party is a legal, valid andbinding obligation of the Origination Trustenforceable against the Origination Trust inaccordance with its terms (except as suchenforceability may be limited by bankruptcy,insolvency, fraudulent conveyance,reorganization, moratorium and other similar lawsaffecting creditors’ rights generally or by generalequitable principles, whether considered in aproceeding at law or in equity and by an impliedcovenant of good faith and fair dealing). (e)There is no action, suit or proceeding pendingagainst or, to the knowledge of DLPT, threatenedagainst or affecting the Origination Trust beforeany court or arbitrator or any GovernmentalAuthority that could have an Origination TrustMaterial Adverse Effect. (f) The Origination Trusthas not established and does not maintain orcontribute to any Pension Plan that is covered byTitle IV of ERISA and will not do so prior to thetermination of this Agreement. (g) TheOrigination Trust has filed all federal, state andlocal tax returns and all other tax returns which, tothe knowledge of DLPT, are required to be filed(whether informational returns or not), and haspaid all taxes due, if any, pursuant to said returnsor pursuant to any assessment received by theOrigination Trust, except such taxes, if any, as arebeing contested in good faith and for whichadequate reserves have been set aside on itsbooks. The Origination Trust has paid all fees andexpenses required to be paid by it in connectionwith the conduct of its business, the maintenanceof its existence and its qualification as a foreignlimited liability company authorized to do businessin each State in which it is required to so qualify.(h) The Origination Trust is not, and is notcontrolled by, an “investment company” within themeaning of, and is not required to register as an“investment company” under, the InvestmentCompany Act. (i) No consent, action by or inrespect of, approval or other authorization of, orregistration, declaration or filing with, anyGovernmental Authority or other Person isrequired for the valid execution, delivery orperformance of any of the Origination Trust’sobligations under any Transaction Documentother than such consents, approvals,authorizations, registrations, declarations or filingsas shall have been obtained by the OriginationTrust prior to the Initial Closing Date. (j) Theoffice where the Origination Trust keeps itsrecords is c/o Wilmington Trust Company, 1100North Market Street, Wilmington, DE 19890. (k)Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 19

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1The SUBI Certificates have been duly executedand delivered by Wilmington Trust Company inaccordance with the Origination Trust Agreement,have been duly issued in accordance with theOrigination Trust Agreement and are entitled tothe benefits afforded by the Origination TrustAgreement.78 Not included in the Benchmark. Perfection of Security Interest. Upon (i) filing ofthe UCC-1 Financing Statement naming DLPT asdebtor and the Secured Party as secured party ineach of the jurisdictions listed on Schedule II, (ii)the naming of the Secured Party or RavenFunding LLC (“Raven”) as lienholder on eachcertificate of title for each Leased Vehicle andeach Paid in Advance Vehicle and (iii) theexecution of the Nominee Agreement, theSecured Party shall have a valid and continuingsecurity interest (as defined in the UCC) in andperfected pledge of the Collateral and allProceeds thereof subject to Section 9-315 of theUCC, which security interest shall be prior to allother interests in such Collateral and shall beenforceable as such as against creditors of andpurchasers from DLPT.79 Not included in the Benchmark. Jurisdiction of Organization. On the date hereof,the jurisdiction of organization and the location ofthe chief executive office or sole place of businessof DLPT are as specified on Schedule II.80 Not included in the Benchmark. Status. DLPT is a statutory trust duly organized,validly existing and in good standing under thelaws of the State of Delaware and has all requisitepower and authority to enter into and perform itsobligations under this Agreement and theexecution, delivery and performance by it of thisAgreement have been duly authorized by allnecessary action on its part.81 Not included in the Benchmark. it has taken all steps necessary to perfect itssecurity interest, if any against the Obligor, in theproperty securing the Leases;82 Not included in the Benchmark. the Leases constitute Chattel Paper within themeaning of the UCC;83 Not included in the Benchmark. the Fleet Receivables constitute Accounts withinthe meaning of the UCC;84 Not included in the Benchmark. it has in its possession all original copies of theLeases that constitute or evidence part of theCollateral. The Leases that constitute or evidencepart of the Collateral do not have any marks ornotations indicating that they have been pledged,assigned or otherwise conveyed to any Person;85 Not included in the Benchmark. it owns and has good and marketable title to theCollateral free and clear of any Lien, claim orencumbrance of any Person;Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 20

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-186 Not included in the Benchmark. it has received all consents and approvalsrequired by the terms of the Collateral to thetransfer to the Secured Party (and the transfer bythe Secured Party to the Indenture Trustee) of itsinterest and rights in the Collateral hereunder;87 Not included in the Benchmark. it (x) with respect to any part of the Collateral inwhich perfection of such Collateral is governed bythe UCC, has caused or will have caused, withinten days, the filing of all appropriate financingstatements in the proper filing office in theappropriate jurisdictions under applicable law inorder to perfect the security interest grantedtherein to the Secured Party hereunder and (y)with respect to any part of the Collateral in whichperfection of such Collateral is governed by acertificate of title statute, has caused Raven onbehalf of the Secured Party or the Secured Partyto be listed as lienholder on each certificate of titlefor such Collateral in order to perfect the securityinterest granted therein to the Secured Partyhereunder;88 Not included in the Benchmark. other than the security interest granted to theSecured Party pursuant to this Agreement, DLPThas not pledged or granted a security interest inany of the Collateral. DLPT has not authorized thefiling of and is not aware of any financingstatements against DLPT that include adescription of collateral covering the Collateralother than any financing statement relating to thesecurity interest granted to the Secured Partyhereunder or that has been terminated. Debtor isnot aware of any judgment or tax lien filingsagainst DLPT;89 Not included in the Benchmark. it will perform all actions necessary to maintainthe perfection and priority of the Secured Party’ssecurity interest in the Collateral.90 Not included in the Benchmark. Representations and Warranties. The Guarantorrepresents and warrants to the Secured Partythat:91 Not included in the Benchmark. The Guarantor has full capacity to make andperform this Guaranty.92 Not included in the Benchmark. This Guaranty has been duly executed anddelivered by the Guarantor and satisfaction by theGuarantor of the Obligations will not violate anyapplicable provision of law or judgment, order orregulation of any court or of any public orgovernmental agency or authority nor conflict withor constitute a breach of or a default under anyinstrument to which the Guarantor is a party or bywhich the Guarantor or any of the Guarantor’sproperty is bound, and that this Guaranty is alegal, valid and binding obligation of theGuarantor enforceable in accordance with itsterms.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 21

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-193 Not included in the Benchmark. There is no litigation, proceeding or investigationpending or, to the knowledge of the Guarantor,threatened against the Guarantor, which hasresulted or could reasonably be expected to resultin a material adverse effect on the business,property or financial condition of the Guarantor oron the performance by the Guarantor of theGuarantor’s obligations hereunder, and theGuarantor is not in violation in any materialrespect of any applicable statute, rule, order orregulation of any governmental bodyEnforcement mechanism(s)94 Acceleration of Maturity; Rescission and Annulment.If an Event of Default should occur and be continuing,then and in every such case the Indenture Trustee orthe Holders of Notes representing not less than amajority of the Outstanding Amount may declare allthe Notes to be immediately due and payable, by anotice in writing to the Issuing Entity (and to theIndenture Trustee if given by Noteholders), and uponany such declaration the Outstanding Amount,together with accrued and unpaid interest thereonthrough the date of acceleration, shall becomeimmediately due and payable95 Remedies; Priorities. (a) If the Notes have beendeclared to be due and payable under Section#following an Event of Default, the Indenture Trusteemay do one or more of the following (subject toSection#): (i) institute Proceedings in its own nameand as trustee of an express trust for the collection ofall amounts then payable on the Notes or under thisIndenture with respect thereto, whether by declarationor otherwise, enforce any judgment obtained, andcollect from the Issuing Entity and any other obligorupon such Notes monies adjudged due; (ii) instituteProceedings from time to time for the complete orpartial foreclosure of this Indenture with respect to theTrust Estate; (iii) exercise any remedies of a securedparty under the UCC and take any other appropriateaction to protect and enforce the rights and remediesof the Indenture Trustee and the Holders of theNotes;(iv) sell the Trust Estate, or any portion thereof orrights or interest therein, at one or more public orprivate sales called and conducted in any mannerpermitted by law; and (v) make demand upon theServicer, by written notice, that the Servicer deliver tothe Indenture Trustee all Receivable Files;96 provided, however, that the Indenture Trustee maynot sell or otherwise liquidate the Trust Estatefollowing an Event of Default, other than an Event ofDefault described in Section # or #, unless: (A) all theNoteholders consent thereto, (B) the proceeds ofsuch sale or liquidation distributable to theNoteholders are sufficient to discharge in full allamounts then due and unpaid upon such Notes forprincipal and interest or (C) the Indenture Trusteedetermines that the Trust Estate will not continue toEffect of Loan Event of Default or Event ofDefault. If any Loan Event of Default described inSection 12.1.3 shall occur, the Loan Commitment(if not theretofore terminated) shall immediatelyterminate and (x) in the case of any other LoanEvent of Default, the Lender may declare its LoanCommitment (if not theretofore terminated) to beterminated and whereupon it shall immediatelyterminate and (y) in either case may declare theLoan Note and all other Liabilities to be due andpayable, whereupon the Loan Note shall becomeimmediately due and payable.Not included in the Transaction.Not included in the Transaction.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 22

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1provide sufficient funds for the payment of principal ofand interest on the Notes as they would have becomedue if the Notes had not been declared due andpayable, and the Indenture Trustee obtains theconsent of Holders of 66 2/3% of the OutstandingAmount of the Notes. In determining such sufficiencyor insufficiency with respect to clauses (B) and (C),the Indenture Trustee may, but need not, obtain andrely upon an opinion of an Independent investmentbanking or accounting firm of national reputation as tothe feasibility of such proposed action and as to thesufficiency of the Trust Estate for such purpose. TheIndenture Trustee shall incur no liability as a result ofthe sale of the Trust Estate or any part thereof at anysale pursuant to this Section #conducted in acommercially reasonable manner. Each of the IssuingEntity and Holders hereby waives any claims againstthe Indenture Trustee arising by reason of the factthat the price at which the Trust Estate may havebeen sold at such sale was less than the price thatmight have been obtained, even if the IndentureTrustee accepts the first offer received and does notoffer the Trust Estate to more than one offeree, solong as such sale is conducted in a commerciallyreasonable manner.97 Events of Default. “Event of Default”, wherever usedherein, means any one of the following events(whatever the reason for such Event of Default andwhether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to anyjudgment, decree or order of any court or any order,rule or regulation of any administrative orgovernmental body):98 Default in the observance or performance of anycovenant or agreement of the Issuing Entity made inthis Indenture (other than a covenant or agreement adefault in the observance or performance of which iselsewhere in this Section specifically dealt with), orany representation or warranty of the Issuing Entitymade in this Indenture or in any certificate or otherwriting delivered pursuant hereto or in connectionherewith proving to have been incorrect in anymaterial respect as of the time when the same shallhave been made, and such default shall continue ornot be cured, or the circumstance or condition inrespect of which such misrepresentation or warrantywas incorrect shall not have been eliminated orotherwise cured, for a period of 30 days after thereshall have been given, by registered or certified mail,to the Issuing Entity by the Indenture Trustee or tothe Issuing Entity and the Indenture Trustee by theHolders of at least 25% of the Outstanding Amount ofthe Notes, a written notice specifying such default orincorrect representation or warranty and requiring it tobe remedied and stating that such notice is a noticeof Default hereunder;Loan Events of Default. Each of the following shallconstitute a Loan Event of Default under thisAgreement:Warranties and Representations. Any warranty orrepresentation made by or on behalf ofChesapeake Finance or DLPT in connectionherewith is inaccurate or incorrect or is breachedor false or misleading in any material respect asof the date such warranty or representation ismade; or any schedule, certificate, financialstatement, report, notice, or other writingfurnished by or on behalf of Chesapeake Financeor DLPT to the Lender is false or misleading inany material respect on the date as of which thefacts therein set forth are stated or certified.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 23

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Table 4No. Benchmark TransactionRepresentations and warranties99 Representations and Warranties. As of the date hereof andon the date of each Servicing Supplement (but only inrespect of this Agreement as supplemented by suchServicing Supplement and except for representations andwarranties, if any, which relate to a specific date which shallbe as of such date), the Servicer makes the followingrepresentations and warranties to the Origination Trust,each Related Beneficiary and each Holder (in the case ofrepresentations and warranties given as of the date of aServicing Supplement, references in this Section to thisAgreement shall mean this Agreement, as supplemented bysuch Servicing Supplement):100 Organization and Good Standing. The Servicer has beenduly organized and is validly existing in good standingunder the laws of the State of its incorporation, with powerand authority to own its properties and to conduct itsbusiness as such properties are currently owned and suchbusiness is presently conducted except where failure to doso will not have a material adverse effect on the Servicer’sability to perform its obligations under this Agreement.101 Due Qualification. The Servicer is duly qualified to dobusiness, as a foreign corporation, if applicable, in goodstanding, and has obtained all necessary licenses andapprovals in all jurisdictions in which the ownership or leaseof property or the conduct of its business (including theoriginating and servicing of the Leases and LeasedVehicles as required by this Agreement) requires suchqualifications, licenses and approvals except when thefailure to have any such license, approval or qualificationwould not have a material adverse effect on the condition,financial or otherwise, of the Servicer or would not have amaterial adverse effect on the ability of the Servicer toperform its obligations under this Agreement.102 Power and Authority. The Servicer has the power andauthority to execute and deliver this Agreement and to carryout its terms; and the execution, delivery and performanceof this Agreement has been duly authorized by the Servicerby all necessary corporate action.103 Binding Obligation. This Agreement has been dulyexecuted and delivered by the Servicer and constitutes alegal, valid and binding obligation of the Servicerenforceable against the Servicer in accordance with itsterms, except as such enforceability may be subject to orlimited by bankruptcy, insolvency, reorganization,moratorium, liquidation, fraudulent conveyance or othersimilar laws affecting the enforcement of creditors’ rights ingeneral and by general principles of equity, regardless ofwhether such enforceability shall be considered in aThe Servicer represents and warrants to theTrustees, Holdings, the Issuer and the IndentureTrustee on behalf of the Investor Noteholders asfollows:Servicer is a limited liability company dulyorganized, validly existing and in good standingunder the laws of the State of Delaware and has fullpower, authority and legal right to carry on itsbusiness as now conducted and to enter into andperform its obligations hereunder and under each ofthe other Transaction Documents to which it is aparty. The Servicer is qualified to do business and ingood standing in every other jurisdiction where thefailure to do so would have a Material AdverseEffect.Servicer has duly authorized, executed anddelivered this Sold SUBI Servicing Supplement andthe Servicing Agreement and (assuming the dueauthorization, execution and delivery by each otherparty thereto) this Sold SUBI Servicing Supplementand the Servicing Agreement constitute the legal,valid and binding obligations of Servicer,enforceable against Servicer in accordance withtheir respective terms, except as enforceability maybe limited by bankruptcy, insolvency, reorganization,moratorium or other laws affecting the enforcementof creditors’, mortgagees’ or lessors’ rights ingeneral and by general principles of equity(regardless of whether such enforceability isconsidered in a proceeding in equity or at law).Not included in the Transaction.Not included in the Transaction.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 24

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Enforcement mechanism(s)107 If a Servicer Default shall have occurred and be continuingwith respect to one or more Sub-Trusts, the Trustee may,upon being provided indemnity or security satisfactory to it,remedy such Servicer Default, or at the direction of theRequired Related Holders of the applicable Sub-Trust bynotice to the Servicer, the related Holder and each RelatedBeneficiary, terminate all or, if such Servicer Default relatesonly to a particular Sub-Trust, the applicable portion, of therights and obligations of the Servicer under this Agreementand the related Servicing Supplement.108 Each of the following acts or occurrences shall constitute a“Servicer Default” under the SUBI Servicing Agreement withrespect to the # SUBI in lieu of the acts or occurrences setforth in Section # of the Servicing Agreement: anyrepresentation, warranty or statement of the Servicer madein the SUBI Servicing Agreement, any other BasicDocument to which the Servicer is a party or by which it isbound or any certificate, report or other writing deliveredpursuant to the SUBI Servicing Agreement or any othersuch Basic Document shall prove to be incorrect in anymaterial respect when made and, if such breach is of a typethat may be corrected, the failure to correct such breach forthirty (30) days after the earlier of the time (A) written noticethereof shall have been given to the Servicer by the SUBIHolder or the Indenture Trustee and (B) of discovery by anofficer of the Servicer of such failure;Notwithstanding any statement to the contrarycontained in Article III of the Servicing Agreement,the Servicer may be terminated by the Issuer,subject to Section 10.1 of this Sold SUBI ServicingSupplement, upon written notice to the Servicer,with respect to the Sold SUBI Portfolios to theextent a Servicer Termination Event shall haveoccurred and be continuing.As used herein, the term “Servicer TerminationEvent” shall mean any of the following acts oroccurrences: (v) Any representation, warranty orstatement of the Servicer made under the ServicingAgreement or this Agreement or any certificate,report or other writing delivered pursuant hereto orthereto relating to the Sold SUBI Portfolio shallprove to be incorrect in any material respect as ofthe time when the same shall have been made and,within 30 days after the earlier to occur of (x) writtennotice thereof to the Servicer, the Issuer or theIndenture Trustee or (y) discovery of such failure bythe Servicer, the circumstance or condition inrespect of which such representation, warranty orstatement was incorrect shall not have beeneliminated or otherwise cured; or ...Table 5No. Benchmark TransactionRepresentations and warranties109 Not included in the Benchmark. Each Trustee Bank hereby makes the followingrepresentations and warranties as of the datehereof, and the Trustee Banks shall be deemed toremake the following representations and warrantiesupon each transfer by the Initial Beneficiary of aSUBI in connection with a Securitization, on whichthe Initial Beneficiary, each of its permittedassignees and pledgees, and each pledgee orholder of a Certificate (and beneficial owner of anyportion thereof in connection with a Securitization)may rely:110 Not included in the Benchmark. Organization and Good Standing. The Trustee Bankis a banking corporation duly organized, validlyexisting and in good standing under the law of itsjurisdiction of organization111 Not included in the Benchmark. Power and Authority. The Trustee Bank has fullpower, authority and right to execute, deliver andperform its obligations under this Agreement, andhas taken all necessary action to authorize theexecution, delivery and performance by it of thisAgreementCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 26

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1112 Not included in the Benchmark. Due Execution. This Agreement has been dulyexecuted and delivered by the Trustee Bank, and isa legal, valid and binding instrument enforceableagainst the Trustee Bank in accordance with itsterms, except as enforceability may be limited bybankruptcy, insolvency, reorganization or othersimilar laws affecting the enforcement of creditors’rights generally and by general principles of equity,regardless of whether such enforceability isconsidered in a proceeding in equity or at law113 Not included in the Benchmark. No Conflict. Neither the execution and delivery ofthis Agreement nor the consummation of thetransactions herein contemplated, nor compliancewith the provisions hereof, will conflict with or resultin a breach of, or constitute a default (with notice orpassage of time or both) under any provision of anyfederal or Delaware state law, governmental rule orregulation, or any judgment, decree or order bindingon the Trustee Bank or the articles of association orbylaws of the Trustee Bank or any provision of anymortgage, indenture, contract, agreement or otherinstrument to which the Trustee Bank is a party orby which it is bound114 Not included in the Benchmark. Location of Records. The office where the Trusteekeeps its records concerning the transactionscontemplated hereby is located at: (i) in the case ofthe SUBI Trustee, 1100 North Market Street,Wilmington, Delaware 19890-0001, and (ii) in thecase of the Delaware Trustee, 1100 North MarketStreet, Wilmington, Delaware 19890-0001.Enforcement mechanism(s)115 Not included in the Benchmark. If at any time a Trustee shall cease to be qualified inaccordance with Section 6.2, or if anyrepresentation or warranty made by a Trustee Bankpursuant to Section 6.7 shall prove to have beenuntrue in any material respect when made, but suchTrustee shall fail to resign after written requesttherefor by the holder of the applicable UTICertificate or SUBI Certificate or the assignee orpledgee of such UTI Certificate or SUBI Certificatein connection with a Securitization, or if at any timea Trustee shall be legally unable to act, or shall beadjudged bankrupt or insolvent, or a receiver of aTrustee or of its property shall be appointed, or anypublic officer shall take charge or control of aTrustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation, then suchTrustee may be removed upon written notice by theholder of the applicable UTI Certificate or SUBICertificate or the assignee or pledgee of such UTICertificate or SUBI Certificate in connection with aSecuritization.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 27

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Table 6No. Benchmark TransactionRepresentations and warranties116 Not included in the Benchmark. The Issuer hereby represents and warrants, for thebenefit of the Indenture Trustee and theNoteholders, as follows as of each Series ClosingDate:117 Not included in the Benchmark. Existence and Power. The Issuer (a) is a limitedliability company duly formed, validly existing and ingood standing under the laws of the State ofDelaware, (b) is duly qualified to do business as aforeign limited liability company and in goodstanding under the laws of each jurisdiction wherethe character of its property, the nature of itsbusiness or the performance of its obligations makesuch qualification necessary, and (c) has all powersand all governmental licenses, authorizations,consents and approvals required to carry on itsbusiness as now conducted and for purposes of thetransactions contemplated by this Base Indentureand the other Transaction Documents.118 Not included in the Benchmark. Governmental Authorization. The execution,delivery and performance by the Issuer of this BaseIndenture, the related Indenture Supplement andthe other Transaction Documents to which it is aparty (a) is within the Issuer’s power, has been dulyauthorized by all necessary action, (b) requires noaction by or in respect of, or filing with, anygovernmental body, agency or official which has notbeen obtained and (c) does not contravene, orconstitute a default under, any Requirement of Lawor any provision of its certificate of formation or theLLC Agreement or result in the creation orimposition of any Lien on any of the Issuer Assets,except for Liens created by the Indenture or theother Transaction Documents. This Base Indentureand each of the other Transaction Documents towhich the Issuer is a party has been executed anddelivered by a duly authorized officer of the Issuer.119 Not included in the Benchmark. Binding Effect. This Base Indenture and each otherTransaction Document is a legal, valid and bindingobligation of the Issuer enforceable against theIssuer in accordance with its terms (except as suchenforceability may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization,moratorium and other similar laws affectingcreditors’ rights generally or by general equitableprinciples, whether considered in a proceeding atlaw or in equity and by an implied covenant of goodfaith and fair dealing).120 Not included in the Benchmark. Financial Information; Financial Condition. Allbalance sheets, all statements of operations, ofshareholders’ equity and of cash flow, and otherfinancial data (other than projections) which havebeen or shall hereafter be furnished by the Issuer tothe Indenture Trustee and the Rating AgenciesCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 28

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1pursuant to Section 4.4 have been and will beprepared in accordance with GAAP (to the extentapplicable) and do and will present fairly thefinancial condition of the Issuer as of the datesthereof and the results of its operations for theperiods covered thereby, subject, in the case of allunaudited statements, to normal year-endadjustments and lack of footnotes and presentationitems.121 Not included in the Benchmark. Litigation. There is no action, suit or proceedingpending against or, to the knowledge of the Issuer,threatened against or affecting the Issuer before anycourt or arbitrator or any Governmental Authoritythat could materially adversely affect the financialposition, results of operations, business, properties,performance, prospects or condition (financial orotherwise) of the Issuer or which in any mannerdraws into question the validity or enforceability ofthis Base Indenture, any Indenture Supplement orany other Transaction Document or the ability of theIssuer to perform its obligations hereunder orthereunder123 Not included in the Benchmark. No ERISA Plan. The Issuer has not established anddoes not maintain or contribute to any Pension Planthat is covered by Title IV of ERISA and will not doso, as long as any Investor Notes are Outstanding.124 Not included in the Benchmark. Tax Filings and Expenses. The Issuer has filed allfederal, state and local tax returns and all other taxreturns which, to the knowledge of the Issuer, arerequired to be filed (whether informational returns ornot), and has paid all taxes due, if any, pursuant tosaid returns or pursuant to any assessmentreceived by the Issuer, except such taxes, if any, asare being contested in good faith and for whichadequate reserves have been set aside on itsbooks. The Issuer has paid all fees and expensesrequired to be paid by it in connection with theconduct of its business, the maintenance of itsexistence and its qualification as a foreign limitedliability company authorized to do business in eachState in which it is required to so qualify.125 Not included in the Benchmark. Disclosure. All certificates, reports, statements,documents and other information furnished to theIndenture Trustee by or on behalf of the Issuerpursuant to any provision of this Base Indenture orany Transaction Document, or in connection with orpursuant to any amendment or modification of, orwaiver under, this Base Indenture or anyTransaction Document, shall, at the time the sameare so furnished, be complete and correct to theextent necessary to give the Indenture Trustee trueand accurate knowledge of the subject matterthereof in all material respects, and the furnishing ofthe same to the Indenture Trustee shall constitute arepresentation and warranty by the Issuer made onthe date the same are furnished to the IndentureTrustee to the effect specified herein.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 29

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1126 Not included in the Benchmark. Investment Company Act. The Issuer is not, and isnot controlled by, an “investment company” withinthe meaning of, and is not required to register as an“investment company” under, the InvestmentCompany Act of 1940.127 Not included in the Benchmark. Regulations T, U and X. The proceeds of theInvestor Notes will not be used to purchase or carryany “margin stock” (as defined or used in theregulations of the Board of Governors of the FederalReserve System, including Regulations T, U and Xthereof). The Issuer is not engaged in the businessof extending credit for the purpose of purchasing orcarrying any margin stock.128 Not included in the Benchmark. No Consent. No consent, action by or in respect of,approval or other authorization of, or registration,declaration or filing with, any GovernmentalAuthority or other Person is required for the validexecution and delivery of this Base Indenture or anyIndenture Supplement or for the performance of anyof the Issuer’s obligations hereunder or thereunderor under any other Transaction Document otherthan such consents, approvals, authorizations,registrations, declarations or filings as shall havebeen obtained by the Issuer prior to the InitialClosing Date or as contemplated in Section 7.13.129 Not included in the Benchmark. Solvency. Both before and after giving effect to thetransactions contemplated by this Base Indentureand the other Transaction Documents, the Issuer issolvent within the meaning of the Bankruptcy Codeand the Issuer is not the subject of any voluntary orinvoluntary case or proceeding seeking liquidation,reorganization or other relief with respect to itself orits debts under any bankruptcy or insolvency lawand no Insolvency Event has occurred with respectto the Issuer.130 Not included in the Benchmark. Security Interests. (a) The Issuer owns and hasgood and marketable title to the Collateral, free andclear of all Liens other than Permitted Liens. TheLoan Note constitutes an “instrument” under theapplicable UCC, the Collection Account and theGain on Sale Account constitute “securitiesaccounts” under the applicable UCC, and theremaining Collateral constitutes “generalintangibles” under the applicable UCC. TheIndenture constitutes a valid and continuing Lien onthe Collateral in favor of the Indenture Trustee onbehalf of the Investor Noteholders, which Lien willbe prior to all other Liens (other than PermittedLiens), will be enforceable as such as againstcreditors of and purchasers from the Issuer inaccordance with its terms, except as suchenforceability may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization,moratorium and other similar laws affectingcreditors’ rights generally or by general equitableprinciples, whether considered in a proceeding atlaw or in equity and by an implied covenant of goodfaith and fair dealing. (b) Other than the securityCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 30

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1interest granted to the Indenture Trustee under theIndenture, the Issuer has not pledged, assigned,sold or granted a security interest in the Collateral.Each of the SUBI Certificates has been dulyregistered in the name of the Issuer, endorsed inblank, and delivered to the Indenture Trustee, theLoan Note has been endorsed in blank anddelivered to the Indenture Trustee and all otheraction necessary (including the filing of UCC-1financing statements) to protect and perfect theIndenture Trustee’s security interest in the Collateralnow in existence and hereafter acquired or createdhas been duly and effectively taken. (c) No securityagreement, financing statement, equivalent securityor lien instrument or continuation statement listingthe Issuer as debtor covering all or any part of theCollateral is on file or of record in any jurisdiction,except such as may have been filed, recorded ormade by the Issuer in favor of the Indenture Trusteeon behalf of the Investor Noteholders in connectionwith the Indenture. (d) The Issuer’s legal name isChesapeake Funding LLC and its location within themeaning of Section 9-307 of the applicable UCC isthe State of Delaware.131 Not included in the Benchmark. Binding Effect of Certain Agreements. Each of theOrigination Trust Documents and the LoanAgreement is in full force and effect and there areno outstanding events of default thereunder norhave events occurred which, with the giving ofnotice, the passage of time or both, would constitutesuch an event of default.132 Not included in the Benchmark. Non-Existence of Other Agreements. (a) Other thanas permitted by Section 8.23, (i) the Issuer is not aparty to any contract or agreement of any kind ornature and (ii) the Issuer is not subject to anyobligations or liabilities of any kind or nature in favorof any third party, including, without limitation,Contingent Obligations. (b) The Issuer has notengaged in any activities since its formation (otherthan those incidental to its formation and otherappropriate actions including the proposed Loans,the authorization and the issue of the initial Series ofNotes, the execution of the Transaction Documentsto which it is a party and the performance of theactivities referred to in or contemplated by suchagreements).133 Not included in the Benchmark. Compliance with Contractual Obligations and Laws.The Issuer is not (i) in violation of the LLCAgreement, (ii) in violation of any Requirement ofLaw to which it or its property or assets may besubject or (iii) in violation of any ContractualObligation with respect to the Issuer.134 Not included in the Benchmark. Ownership of the Issuer. All of the issued andoutstanding common membership interests in theIssuer are owned by PHH Sub 2, all of whichcommon membership interests have been validlyissued, are fully paid and non-assessable and areowned of record by PHH Sub 2, free and clear of allCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 31

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Liens other than Permitted Liens. The Issuer has noSubsidiaries and owns no capital stock of, or otherequity interest in, any other Person.135 Not included in the Benchmark. LLC Agreement. The execution, delivery, andperformance by the Issuer of this SupplementalIndenture (a) is within the Issuer's power, (b) hasbeen duly authorized by all necessary action and (c)does not contravene, or constitute a default under,any Requirement of Law or any provision ofapplicable law, its certificate of formation or the LLCAgreement or of any law or governmentalregulation, rule, contract, agreement, judgment,injunction, order, decree or other instrument bindingupon the Issuer or any of the Issuer Assets or resultin the creation or imposition of any Lien on anyIssuer Asset except for Liens created by orpermitted under the Indenture or the otherTransaction Documents. This SupplementalIndenture has been executed and delivered by aduly authorized manager of the Issuer.136 Not included in the Benchmark. Binding Effect. This Supplemental Indenture is alegal, valid, and binding obligation of the Issuerenforceable against the Issuer in accordance with itsterms (except as such enforceability may be limitedby bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium and other similar lawsaffecting creditors' rights generally or by generalequitable principles, whether considered in aproceeding at law or in equity and by an impliedcovenant of good faith and fair dealing).137 Not included in the Benchmark. No Consent. No consent, action by or in respect of,approval or other authorization of, or registration,declaration or filing with, any GovernmentalAuthority or other Person is required for the validexecution and delivery of this SupplementalIndenture or for the performance of any of theIssuer's obligations hereunder other than consents,actions, approvals, authorizations, registrations,declarations or filings as were obtained by theIssuer prior to the date hereof.138 Not included in the Benchmark. The Preliminary Offering Circular, as of its date, didnot, the Time of Sale Information, at the Time ofSale did not and on the Closing Date will not, andthe Final Offering Circular, as of its date and on theClosing Date, will not, contain any untrue statementof a material fact or omit to state a material factrequired to be stated therein or necessary in orderto make the statements therein, in the light of thecircumstances under which they were made, notmisleading; provided, that the Issuer and PHH makeno representation or warranty as to informationcontained in or omitted from the Time of SaleInformation or the Final Offering Circular in relianceupon and in conformity with written informationrelating to the Initial Purchasers furnished to theIssuer through the Representatives by or on behalfof any Initial Purchaser specifically for use therein(the “Initial Purchasers’ Information”);Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 32

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1139 Not included in the Benchmark. Each of the Preliminary Offering Circular and theFinal Offering Circular, as of its respective date,contains all of the information that, if requested by aprospective purchaser of the Securities on the datehereof and on the Closing Date, would be requiredto be provided to such prospective purchaserpursuant to Rule 144A(d)(4) under the SecuritiesAct;140 Not included in the Benchmark. Each Additional Issuer Written Communicationlisted on Annex A does not conflict with theinformation contained in the Preliminary OfferingCircular and will not conflict with the informationcontained in the Final Offering Circular, and eachsuch Additional Issuer Written Communication, assupplemented by and taken together with the Timeof Sale Information, at the Time of Sale, did not,and, as of the Closing Date, will not, contain anyuntrue statement of a material fact or omit to state amaterial fact necessary in order to make thestatements therein, in the light of the circumstancesunder which they were made, not misleading;provided, that the Issuer and PHH make norepresentation or warranty as to informationcontained in or omitted from each such AdditionalIssuer Written Communication in reliance upon andin conformity with the Initial Purchasers’ Information;141 Not included in the Benchmark. Assuming the accuracy of the representations andwarranties of the Initial Purchasers contained inSection 2 and their compliance with the agreementsset forth therein, it is not necessary, in connectionwith the issuance and sale of the Securities to theInitial Purchasers and the offer, resale and deliveryof the Securities by the Initial Purchasers in themanner contemplated by this Agreement, the Timeof Sale Information and the Final Offering Circular,to register the Securities under the Securities Act orto qualify the Indenture under the Trust IndentureAct of 1939, as amended (the “Trust Indenture Act”);142 Not included in the Benchmark. The Issuer has been duly formed as a limited liabilitycompany and is validly existing and in goodstanding under the laws of the State of Delaware, isqualified to do business and is in good standing as aforeign limited liability company in each jurisdictionin which the ownership or lease of property or theconduct of its business requires such qualification,and has the requisite power and authority to own orhold its properties and to conduct the business inwhich it is engaged as described in the Time of SaleInformation and the Final Offering Circular;143 Not included in the Benchmark. The Issuer has the requisite power and authority toexecute and deliver this Agreement, the Securities,the Indenture and any other Transaction Documentto which it is a party and perform its obligationshereunder and thereunder;144 Not included in the Benchmark. Each of the Transaction Documents to which theIssuer is a party has been duly authorized, executedand delivered by the Issuer and constitutes theCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 33

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1legal, valid and binding obligation of the Issuerenforceable against the Issuer in accordance with itsterms, except as enforcement thereof may belimited by bankruptcy, insolvency or other similarlaws relating to or affecting generally theenforcement of creditors’ rights or by generalequitable principles;145 Not included in the Benchmark. The Issuer is not in violation of the LLC Agreementor in default in the performance or observance ofany obligation, agreement, covenant or conditioncontained in any contract, indenture, mortgage, loanagreement or lease to which it is a party or by whichit or its properties may be bound. The executionand delivery of this Agreement and the TransactionDocuments to which the Issuer is a party and theincurrence of the obligations and consummation ofthe transactions herein and therein contemplatedwill not conflict with, or constitute a breach of ordefault under, the LLC Agreement or any contract,indenture, mortgage, loan agreement or lease, towhich the Issuer is a party or by which it or itsproperties may be bound, or any law, administrativeregulation or court decree;146 Not included in the Benchmark. This Agreement has been duly authorized, executedand delivered by the Issuer;147 Not included in the Benchmark. The Securities have been duly authorized forissuance, offer and sale as contemplated by thisAgreement and, when authenticated by theIndenture Trustee and issued and delivered againstpayment of the purchase price therefore, willconstitute legal, valid and binding obligations of theIssuer enforceable in accordance with their terms,except as enforcement thereof may be limited bybankruptcy, insolvency, or other similar laws relatingto or affecting generally the enforcement ofcreditors’ rights or by general equitable principles;148 Not included in the Benchmark. No consent, approval, authorization, order,registration or qualification of or with any court orany regulatory authority or other governmentalagency or body is required for the issuance, offer orsale of the Securities by the Issuer in accordancewith the terms of this Agreement or for theconsummation of the transactions contemplated bythis Agreement and the Transaction Documentsexcept to the extent provided for in the TransactionDocuments;149 Not included in the Benchmark. There are no legal or governmental proceedingspending to which the Issuer is a party or of whichany property of the Issuer is the subject (other thanany such proceedings involving the Issuer’s propertywhich would not have a Material Adverse Effect)and, to the best of its knowledge, no suchproceedings are threatened or contemplated bygovernmental authorities or threatened by others;150 Not included in the Benchmark. On and immediately after the Closing Date, theCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 34

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Issuer (after giving effect to the issuance of theSecurities and to the other transactions relatedthereto as described in the Time of Sale Informationand the Final Offering Circular) will be Solvent. Asused in this paragraph, the term “Solvent” means,with respect to a particular date, that on such date(A) the present fair market value (or present fairsaleable value) of the assets of the Issuer is not lessthan the total amount required to pay the probableliabilities of the Issuer on its total existing debts andliabilities (including contingent liabilities) as theybecome absolute and matured, (B) the Issuer isable to realize upon its assets and pay its debts andother liabilities, contingent obligations andcommitments as they mature and become due inthe normal course of business, (C) assuming thesale of the Securities as contemplated by thisAgreement, the Time of Sale Information and theFinal Offering Circular, the Issuer is not incurringdebts or liabilities beyond its ability to pay as suchdebts and liabilities mature and (D) the Issuer is notengaged in any business or transaction, and is notabout to engage in any business or transaction, forwhich its property would constitute unreasonablysmall capital after giving due consideration to theprevailing practice in the industry in which the Issueris engaged. In computing the amount of suchcontingent liabilities at any time, it is intended thatsuch liabilities will be computed at the amount that,in the light of all the facts and circumstancesexisting at such time, represents the amount thatcan reasonably be expected to become an actual ormatured liability;151 Not included in the Benchmark. The Securities satisfy the eligibility requirements ofRule 144A(d)(3) under the Securities Act;152 Not included in the Benchmark. None of the Issuer, any of its affiliates or any personacting on its or their behalf has engaged or willengage, in connection with the offering of theSecurities, in any directed selling efforts (as suchterm is defined in Regulation S under the SecuritiesAct (“Regulation S”)), and all such persons havecomplied and will comply with the offeringrestrictions requirements of Regulation S to theextent applicable;153 Not included in the Benchmark. Neither the Issuer nor any of its affiliates has,directly or through any agent, sold, offered for sale,solicited offers to buy or otherwise negotiated inrespect of, any security (as such term is defined inthe Securities Act), which is or will be integrated withthe sale of the Securities in a manner that wouldrequire registration of the Securities under theSecurities Act;154 Not included in the Benchmark. None of the Issuer, any of its affiliates or any otherperson acting on its or their behalf has engaged, inconnection with the offering of the Securities, in anyform of general solicitation or general advertisingwithin the meaning of Rule 502(c) under theSecurities Act;Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 35

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1155 Not included in the Benchmark. There are no securities of the Issuer registeredunder the Securities Exchange Act of 1934, asamended (the “Exchange Act”), or listed on anational securities exchange or quoted in a U.S.automated inter-dealer quotation system;156 Not included in the Benchmark. The Issuer has not taken and will not take, directlyor indirectly, any action prohibited by Regulation Munder the Exchange Act in connection with theoffering of the Securities.Enforcement mechanism(s)157 Not included in the Benchmark. AMORTIZATION EVENTS If any one of thefollowing events shall occur with respect to theSeries 2012-1 Investor Notes:158 Not included in the Benchmark. (p) any representation or warranty made by theIssuer in the Base Indenture or this IndentureSupplement, or any information required to bedelivered by the Issuer to the Indenture Trusteeshall prove to have been incorrect in any materialrespect when made or when delivered, whichcontinues to be incorrect in any material respect fora period of 30 days after there shall have beengiven to the Issuer by the Indenture Trustee or theIssuer and the Indenture Trustee by any Series2012-1 Investor Noteholder, written notice thereof;Table 7No. Benchmark TransactionRepresentations and warranties159 Not included in the Benchmark. Representations and Warranties of the Originator.To induce Holdings to purchase the Sold FleetReceivables and to accept the Contributed FleetReceivables hereunder, the Originator makes thefollowing representations and warranties to Holdingsas of the date hereof and as of each Transfer Date,each and all of which shall survive the executionand delivery of this Agreement.160 Not included in the Benchmark. Existence; Compliance with Law. The Originator (i)is a limited liability company duly organized, validlyexisting and in good standing under the laws of itsjurisdiction of organization; (ii) is duly qualified toconduct business and is in good standing in eachother jurisdiction where its ownership or lease ofproperty or the conduct of its business requires suchqualification except when the failure to be soqualified could not reasonably be expected to havea Material Adverse Effect; (iii) has the requisitelimited liability company power and authority and thelegal right to own, pledge, mortgage or otherwiseencumber and operate its properties, to lease theproperty it operates under lease, and to conduct itsbusiness as now, heretofore and proposed to beconducted; (iv) has all licenses, permits, consents orapprovals from or by, and has made all filings with,Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 36

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1and has given all notices to, all GovernmentalAuthorities having jurisdiction, to the extent requiredfor such ownership, operation and conduct, exceptto the extent that any failure with respect to anysuch license, permit, consent, approval, filing ornotice, individually or in the aggregate, could notreasonably be expected to have a Material AdverseEffect; (v) is in compliance with its certificate offormation and limited liability company agreement;and (vi) is in compliance with all Applicable Law,except where the failure to comply, individually or inthe aggregate, could not reasonably be expected tohave a Material Adverse Effect.161 Not included in the Benchmark. Executive Offices; Collateral Locations; CompanyNames. As of the Closing Date, the Originator’sjurisdiction of organization, principal place ofbusiness, and the locations of its recordsconcerning the Transferred Fleet Receivables areset forth in Schedule 4.1(b). During the prior fiveyears, except as set forth in Schedule 4.1(b), theOriginator has not been known as or used anycorporate, fictitious or trade name.162 Not included in the Benchmark. Power, Authorization, Enforceable Obligations. Theexecution, delivery and performance by theOriginator of this Agreement and the otherTransaction Documents to which it is a party, thecreation and perfection of all Liens and ownershipinterests provided for herein and therein and, solelywith respect to clause (g) below, the exercise byHoldings or any assignee or transferee thereof ofany of its rights and remedies under anyTransaction Document to which it is a party: (i) arewithin the Originator’s limited liability companypower; (ii) have been duly authorized by allnecessary or proper company or member action; (iii)do not contravene any provision of the Originator’slimited liability company agreement or certificate offormation; (iv) do not violate any law or regulation,or any order or decree of any court or GovernmentalAuthority; (v) do not conflict with or result in thebreach or termination of, constitute a default underor accelerate or permit the acceleration of anyperformance required by, any indenture, mortgage,deed of trust, lease, agreement or other instrumentto which the Originator is a party or by which theOriginator or any of its property is bound; (vi) do notresult in the creation or imposition of any AdverseClaim upon any of the property of the Originator;and (vii) do not require the consent or approval of,or filing with or notice to, any GovernmentalAuthority or any other Person, except those referredto in Section 3.1(b), all of which will have been dulyobtained, made or complied with prior to the ClosingDate. On or prior to the Closing Date, each of theTransaction Documents to which the Originator isparty shall have been duly executed and deliveredby the Originator and each such TransactionDocument shall then constitute a legal, valid andbinding obligation of the Originator enforceableagainst it in accordance with its terms.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 37

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1163 Not included in the Benchmark. No Litigation. No Litigation is now pending or, to theknowledge of the Originator, threatened against theOriginator that (i) challenges the Originator’s right orpower to enter into or perform any of its obligationsunder the Transaction Documents to which it is aparty, or the validity or enforceability of anyTransaction Document or any action takenthereunder, (ii) seeks to prevent the Transfer,purchase or pledge of any Fleet Receivable or theconsummation of any of the transactionscontemplated under this Agreement or the otherTransaction Documents or (iii) has a reasonable riskof being determined adversely to the Originator andthat, if so determined, could have a MaterialAdverse Effect.164 Not included in the Benchmark. Solvency. Both before and after giving effect to (i)the transactions contemplated by this Agreementand the other Transaction Documents and (ii) thepayment and accrual of all transaction costs inconnection with the foregoing, the Originator is andwill be Solvent.165 Not included in the Benchmark. Material Adverse Effect. Between December 31,2004 and the Closing Date, no event has occurredthat alone or together with other events couldreasonably be expected to have a Material AdverseEffect.166 Not included in the Benchmark. Liens. The Liens granted to Holdings pursuant toSection 2.2 are fully perfected first priority Liens inand to the Transferred Fleet Receivables and theReceivables Property, subject only to PermittedLiens.167 Not included in the Benchmark. Margin Regulations. The use of all funds acquiredby the Originator under this Agreement will notconflict with or contravene any of Regulations T, U,and X of the Board of Governors of the FederalReserve System, as the same may from time totime be amended, supplemented or otherwisemodified.168 Not included in the Benchmark. Nonapplicability of Bulk Sales Laws. No transactioncontemplated by this Agreement requirescompliance with any bulk sales act or similar law.169 Not included in the Benchmark. Government Regulation. The Originator is not, andis not controlled by, an “investment company”registered or required to be registered under (andas such term is defined in) the Investment CompanyAct. The Originator is not subject to regulation underthe Public Utility Holding Company Act of 1935, theFederal Power Act, or any other federal or statestatute that restricts or limits its ability to incurIndebtedness or to perform its obligationshereunder. The purchase or acquisition of theTransferred Fleet Receivables by Holdingshereunder, the application of the Sale Pricetherefore and the consummation by the Originatorand Holdings of the transactions contemplated byCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 38

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1this Agreement and the other TransactionDocuments will not violate any provision of any suchstatute or any rule, regulation or order issued by theSecurities and Exchange Commission.170 Not included in the Benchmark. Fleet Receivables. With respect to each TransferredFleet Receivable, as of the Transfer Date of suchTransferred Fleet Receivable: (i) such FleetReceivable satisfies the criteria for an EligibleReceivable; (ii) immediately prior to its Transfer toHoldings such Fleet Receivable was owned by theOriginator free and clear of any Adverse Claim(other than Permitted Liens), and the Originator hashad at all relevant times the full right, power andauthority to sell, contribute, assign, transfer andpledge its interest therein as contemplated underthis Agreement and the other TransactionDocuments and, upon such Transfer, Holdings willacquire valid and properly perfected title to and thesole record and beneficial ownership interest in suchFleet Receivable, free and clear of any AdverseClaim and, following such Transfer, such FleetReceivable will not be subject to any Adverse Claimas a result of any action or inaction on the part ofthe Originator; (iii) the Transfer of each such FleetReceivable and Receivables Property pursuant tothis Agreement and the Receivables Assignmentsconstitutes, as applicable, a valid sale orcontribution, transfer, assignment, setover andconveyance to Holdings of all right, title and interestof the Originator in and to such Fleet Receivableand Receivables Property, which transfer isperfected and of first priority under Applicable Law;and (iv) the Originator has no knowledge of any fact(including any defaults by the Obligor thereunder onany other Fleet Receivable) that would cause it orshould have caused it to expect that any paymentson such Fleet Receivable will not be paid in fullwhen due or that is reasonably likely to cause orresult in any other Material Adverse Effect withrespect to such Fleet Receivable.171 Not included in the Benchmark. ERISA. No notice of a Lien arising under Title IV ofERISA has been filed under Section 6323(a) of theInternal Revenue Code of 1986, as amended (orany successor provision) against, or otherwiseaffecting, the assets of the Originator.172 Not included in the Benchmark. Tax filings and Expenses. The Originator has filedall federal, state and local tax returns and all othertax returns which, to the knowledge of theOriginator, are required to be filed (whetherinformational returns or not), and has paid all taxesdue, if any, pursuant to said returns or pursuant toany assessment received by the Originator, exceptsuch taxes, if any, as are being contested in goodfaith and for which adequate reserves have been setaside on its books. The Originator has paid all feesand expenses required to be paid by it in connectionwith the conduct of its business, the maintenance ofits existence and its qualification as a foreign limitedliability company authorized to do business in eachCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 39

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1state in which it is required to so qualify.173 Not included in the Benchmark. VMS (A) has been duly formed and is validlyexisting as a limited liability company and is in goodstanding under the laws of the State of Delaware,(B) is qualified to do business and is in goodstanding as a foreign limited liability company ineach jurisdiction in which the ownership or lease ofproperty or the conduct of its business requires suchqualification, except where such lack of qualificationor good standing would not have a material adverseeffect on its condition (financial or other), businessor results of operations or its ability to perform itsobligations hereunder or under the TransactionDocuments to which it is a party (a “VMS MaterialAdverse Effect”) and (C) has the requisite powerand authority to own or hold its properties and toconduct the business in which it is engaged asdescribed in the Time of Sale Information and theFinal Offering Circular;174 Not included in the Benchmark. VMS has the requisite power and authority toexecute and deliver this Agreement and anyTransaction Document to which it is a party andperform its obligations hereunder and thereunder;175 Not included in the Benchmark. This Agreement and each of the TransactionDocuments to which VMS is a party have been dulyauthorized, executed and delivered by it andconstitute its legal, valid and binding obligationsenforceable against it in accordance with theirrespective terms, except as enforcement thereofmay be limited by bankruptcy, insolvency or othersimilar laws relating to or affecting generally theenforcement of creditors’ rights or by generalequitable principles;176 Not included in the Benchmark. VMS is not in violation of its organizationaldocuments or in default in the performance orobservance of any obligation, agreement, covenantor condition contained in any contract, indenture,mortgage, loan agreement or lease to which it is aparty or by which it or its properties may be boundwhich would have a VMS Material Adverse Effect.The execution and delivery of this Agreement andthe Transaction Documents to which VMS is a partyand the incurrence of the obligations andconsummation of the transactions herein andtherein contemplated will not conflict with, orconstitute a breach of or default under any contract,indenture, mortgage, loan agreement or lease, towhich VMS is a party or by which it or its propertiesmay be bound, or any law, administrative regulationor court decree, with only such exceptions as wouldnot have a VMS Material Adverse Effect, nor willsuch action result in any violation of itsorganizational documents;177 Not included in the Benchmark. VMS possesses adequate certificates, licenses,authorities or permits issued by appropriategovernmental agencies or bodies necessary toconduct the business now operated by it, with onlyCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 40

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1such exceptions as would not have a VMS MaterialAdverse Effect, and has not received any notice ofproceedings relating to the revocation ormodification of any such certificate, license,authority or permit;178 Not included in the Benchmark. There are no legal or governmental proceedingspending to which VMS, Holdings or the OriginationTrust is a party or of which any of its property is thesubject that, if determined adversely to it,individually or in the aggregate, could reasonably beexpected to have a VMS Material Adverse Effect;and to the best of VMS’s knowledge, no suchproceedings are threatened or contemplated bygovernmental authorities or threatened by others;179 Not included in the Benchmark. No forward-looking statement (within the meaning ofSection 27A of the Securities Act and Section 21Eof the Exchange Act) contained in the PreliminaryOffering Circular or the Final Offering Circular hasbeen made or reaffirmed without a reasonable basisor has been disclosed other than in good faith;180 Not included in the Benchmark. Since the date as of which information is given inthe Time of Sale Information, there has been nomaterial adverse change or any developmentinvolving a prospective material adverse change inits, Holdings’ or the Origination Trust’s, condition,financial or otherwise, or in their respectiveearnings, business affairs, management or businessprospects, whether or not arising in the ordinarycourse of business;181 Not included in the Benchmark. The Origination Trust has good and marketable titleto the Origination Trust Assets allocated to theLease SUBI Portfolio and the 1999-1B Sold SUBIPortfolio, free and clear of Liens (except aspermitted or contemplated by the TransactionDocuments), and has not assigned to any personany of its right, title or interest in any suchOrigination Trust Assets, or obtained the release ofany such prior assignment other than as describedin the Time of Sale Information and the FinalOffering Circular;182 Not included in the Benchmark. Holdings, as Initial Beneficiary, has made theappropriate allocation of assets within the estate ofthe Origination Trust to the appropriate SUBIPortfolios, as required by the Origination TrustDocuments; and183 Not included in the Benchmark. VMS is the sole common member of Holdings andowns its membership interests therein free and clearof Liens.184 Not included in the Benchmark. each of the Lease SUBI and the Fleet ReceivableSUBI is a separate series of the Origination Trust asprovided in Section 3806(b)(2) of Chapter 38 of Title12 of the Delaware Code, 12 Del.C. § 3801 et seq.,185 Not included in the Benchmark. (i) the debts, liabilities, obligations and expensesCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 41

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1incurred, contracted for or otherwise existing withrespect to the Lease SUBI, the Lease SUBI Portfolioor the Fleet Receivable SUBI shall be enforceableagainst the Lease SUBI Portfolio or the FleetReceivable SUBI only, as applicable, and notagainst any other SUBI Portfolio (used in thisSection as defined in the Origination TrustAgreement) or the UTI Portfolio and (ii) the debts,liabilities, obligations and expenses incurred,contracted for or otherwise existing with respect toany other SUBI (used in this Section as defined inthe Origination Trust Agreement), any other SUBIPortfolio, the UTI or the UTI Portfolio shall beenforceable against such other SUBI Portfolio or theUTI Portfolio only, as applicable, and not againstany other SUBI Assets,186 Not included in the Benchmark. except to the extent required by law, UTI Assets orSUBI Assets with respect to any SUBI (other thanthe Lease SUBI and the Fleet Receivable SUBI)shall not be subject to the claims, debts, liabilities,expenses or obligations arising from or with respectto the Lease SUBI or Fleet Receivable SUBI,respectively, in respect of such claim,187 Not included in the Benchmark. (i) no creditor or holder of a claim relating to theLease SUBI, the Fleet Receivable SUBI or theLease Receivable SUBI Portfolio shall be entitled tomaintain any action against or recover any assetsallocated to the UTI or the UTI Portfolio or any otherSUBI or the assets allocated thereto, and (ii) nocreditor or holder of a claim relating to the UTI, theUTI Portfolio or any SUBI other than the LeaseSUBI or the Fleet Receivable SUBI or any SUBIAssets other than the Lease SUBI Portfolio or theFleet Receivables shall be entitled to maintain anyaction against or recover any assets allocated to theLease SUBI or the Fleet Receivable SUBI,188 Not included in the Benchmark. any purchaser, assignee or pledgee of an interest inthe Lease SUBI, the Lease SUBI Certificate, theFleet Receivable SUBI, the Lease SUBI Certificate,the Fleet Receivable SUBI Certificate, any otherSUBI, any other SUBI Certificate (used in thisSection as defined in the Origination TrustAgreement), the UTI or the UTI Certificate must,prior to or contemporaneously with the grant of anysuch assignment, pledge or security interest, (i) giveto the Origination Trust a non-petition covenantsubstantially similar to that set forth in Section 6.9 ofthe Origination Trust Agreement, and (ii) execute anagreement for the benefit of each holder, assigneeor pledgee from time to time of the UTI or UTICertificate and any other SUBI or SUBI Certificate torelease all claims to the assets of the OriginationTrust allocated to the UTI and each other SUBIPortfolio and in the event that such release is notgiven effect, to fully subordinate all claims it may bedeemed to have against the assets of theOrigination Trust allocated to the UTI Portfolio andeach other SUBI Portfolio.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 42

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Enforcement mechanism(s)189 Not included in the Benchmark. Breach of Representations, Warranties orCovenants. Upon discovery by the Originator,Holdings, the Issuer or a responsible officer of theIndenture Trustee of any breach of anyrepresentation, warranty or covenant described inSections 4.1, 4.2 or 4.3 hereof or of the OriginalReceivables Purchase Agreement, which breach isreasonably likely to have a material adverse effecton the value of a Transferred Fleet Receivable orthe interests of Holdings, the Origination Trust, theIssuer or the Indenture Trustee therein, the partydiscovering the same shall give prompt writtennotice thereof to the other party hereto. TheOriginator shall, on or prior to the next succeedingSettlement Date upon the Originator’s, Holdings’,the Issuer’s or the Indenture Trustee’s discovery of(or otherwise obtaining actual knowledge of) anybreach of such representation, warranty orcovenant, either (a) repurchase such TransferredFleet Receivable from the Origination Trust for cash,by remitting the purchase price to the Servicer insuch manner as will permit the Servicer to depositthe same on such date into the Collection Accountin accordance with the terms of the ServicingAgreement (or if the Originator is then the Servicer,by remitting the purchase price to the CollectionAccount), (b) transfer ownership of a new EligibleReceivable or new Eligible Receivables to Holdingson such Settlement Date (or such Business Day inexchange for such Transferred Fleet Receivable), or(c) make a capital contribution in cash to Holdingsby remitting the amount of such capital contributionto the Collection Account, in each case in anamount (the “Rejected Amount”) equal to the BilledAmount of such Transferred Fleet Receivable minusthe Collections received by Holdings or itsassignees in respect thereof.Table 8No. Benchmark TransactionRepresentations and warranties190 In respect of the [derivative contract] entered into by theIssuer, the [derivative counterparty] makes therepresentations set out in Section 3 of the ISDA MasterAgreement.191 In respect of the [derivative contract] entered into by theIssuer, the [derivative counterparty] makes therepresentations set out in Paragraph 9 of the ISDA CreditSupport Annex.In respect of the Interest Rate Swap entered into bythe Issuer, the Interest Rate Swap Counterpartymakes the representations set out in Section 3 ofthe ISDA Master Agreement.In respect of the Interest Rate Swap entered into bythe Issuer, the Interest Rate Swap Counterpartymakes the representations set out in Paragraph 9 ofthe ISDA Credit Support Annex.192 Not included in the Benchmark. (g) Eligible Contract Participant. (a) It is an "eligiblecontract participant" as defined in the CommodityExchange Act, as amended by the CommodityFutures Modernization Act of 2000, (b) thisCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 43

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Agreement and each Transaction is subject toindividual negotiation by each party and (c) neitherthis Agreement nor any Transaction will be executedor traded on a "trading facility" within the meaning ofSection 1 a(33) of the Commodity Exchange Act, asamended.193 Not included in the Benchmark. (h) Line of Business. It has entered into thisAgreement (including each Transaction evidencedhereby) in conjunction with its line of business(including financial intermediation services) or thefinancing of its business.194 Not included in the Benchmark. (i) No Agency. It is entering into this Agreement, anyCredit Support Document to which it is a party, eachTransaction and any other documentation relating tothis Agreement or any Transaction as principal (andnot as agent or in any other capacity, fiduciary orotherwise)195 Not included in the Benchmark. No Reliance. Each party represents to the otherparty (which representation will be deemed to berepeated by each party on each date on which aTransaction is entered into or amended, extendedor otherwise modified) that: (1) it is acting for its ownaccount and has made its own independentdecisions to enter into this Agreement and anyTransaction hereunder and as to whether thisAgreement and any Transaction hereunder isappropriate or proper for it based on its ownjudgment and upon advice from such advisors as ithas deemed necessary; (2) it is not relying on anycommunication (written or oral) of the other party asinvestment advice or as a recommendation to enterinto this Agreement or any Transaction hereunder, itbeing understood that information and explanationsrelated to the terms and conditions of thisAgreement and any Transaction hereunder shall notbe considered investment advice or arecommendation to enter into this Agreement or anyTransaction hereunder; (3) no communication(written or oral) received from the other party shallbe deemed to be an assurance or guarantee as tothe expected results of any Transaction hereunder;and (4) it is capable of evaluating andunderstanding (on its own behalf or throughindependent professional advice), and understandsand accepts, the terms, conditions and risks of thatTransaction; and (5) it is capable of assuming, andassumes, the financial and other risks of thatTransaction.196 Not included in the Benchmark. Party A represents that: Pari Passu: Its obligationsunder this Agreement rank pari passu with all of itsother unsecured, unsubordinated obligations exceptthose obligations preferred by operation of law.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 44

U.S. Equipment Loans and Leases ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Chesapeake Funding LLC – Series2012-1Enforcement mechanism(s)197 Breach of any representation by the [derivativecounterparty] constitutes an Event of Default under Section5 of the ISDA Master Agreement, entitling the Issuer toterminate the [derivative contract] early, whereupon an earlytermination payment may be payable to, or by, the Issuer.Such payments will be measured and paid as described inSection 6(e) of the ISDA Master Agreement.Breach of any representation by the Interest RateSwap Counterparty constitutes an Event of Defaultunder Section 5 of the ISDA Master Agreement,entitling the Issuer to terminate the Interest RateSwap early, whereupon an early terminationpayment may be payable to, or by, the Issuer. Suchpayments will be measured and paid as described inSection 6(e) of the ISDA Master Agreement.The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural andconstruction equipment’ now reads as ‘financing of [type of] equipment’).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 45

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