Common use of Amortization Events Clause in Contracts

Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 Investor Notes: (a) the Series 2003-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 2003-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032009-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-1 Notes: (a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032009-2 Reserve 1 Notes (other than the payments described in clauses (b), (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days; (b) HVF defaults in the payment of any principal of the Series 2009-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Series 2009-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days; (d) a Series 2009-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days; (e) all principal of and interest on the Series 2009-1 Notes is not paid in full on or before the Expected Final Payment Date; (f) the Series 2009-1 Controlled Amortization Amount required to be paid in respect of any Series 2009-1 Controlled Amortization Payment Date is not paid on such Series 2009-1 Controlled Amortization Payment Date and, other than with respect to the final Series 2009-1 Controlled Amortization Payment Date, such failure continues for a period of three (3) Business Days; (g) the Series 2009-1 Asset Amount shall be less than the Series 2009-1 Required Asset Amount for at least three (3) Business Days; (h) the Principal Deficit Amount shall be greater than zero; (i) the Collection Account, any Collateral Account, any Series 2009-1 Series Account, the Series 2009-1 Distribution Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged; (bA) the Series 20032009-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Reserve Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2009-1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Reserve Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Reserve Account Amount, would be less than the Series 2009-1 Required Liquidity Amount; (ck) from and after the funding of the Series 2009-1 Cash Collateral Account, (A) the Series 2009-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Cash Collateral Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032009-2 Liquid Credit 1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Cash Collateral Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Cash Collateral Account Amount, would be less than the Series 2009-1 Required Liquidity Amount; (l) a Change of Control shall occur have occurred; (m) HVF shall fail to acquire and continue maintain in force one or more Series 2009-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Section 3.12 of this Series Supplement and such failure continues for at least two 3 Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fn) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2009-1 Collateral (other than the Series 2009-1 Reserve Account Collateral and the Series 2009-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either so asserts in writing; (o) the occurrence of a Servicer Event of Default; (p) the occurrence of a Servicer Default or an Administrator Default; (q) [Reserved]; (r) HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall so asserthave been given to HVF by the Trustee or to HVF and the Trustee by the Administrative Agent; (s) there shall have been filed against Cendantany representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF in the Indenture, PHH, VMS, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the Origination Trust, SPV or interests of the Issuer Series 2009-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) a notice of federal tax Lien from the Internal Revenue Service, date on which HVF obtains knowledge thereof or (ii) a the date that written notice of Lien from thereof is given to HVF by the PBGC under Section 412(n) of Trustee or to HVF and the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien Trustee by the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedAdministrative Agent; (t) the Administrator fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more judgments Segregated Series of Notes) in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) or decrees shall be entered against any representation made by the Issuer involving Administrator in the aggregate a liability any Related Document (not paid or fully covered by insurance) of $100,000 other than any Related Document relating solely to one or more Segregated Series of Notes) is false and the failure to so comply or such judgments false representation, as the case may be, materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or decrees (ii) the date on which written notice of such failure, requiring the same to be remedied, shall not have been vacated, discharged, stayed given to the Administrator by the Trustee or bonded pending appeal within 30 days from to the entry thereof; orAdministrator and the Trustee by the Administrative Agent; (u) any HVF or the Administrator shall fail to comply with Section 8.01(b) of the Transaction Documents Series 2009-1 Note Purchase Agreement (provided that, if the Series 2009-1 Noteholders are not materially and adversely affected by such failure, such failure must continue for a period of five (5) Business Days after the earlier of (i) the date on which HVF or the Administrator obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF or the Administrator, as applicable, by the Trustee or to HVF or the Administrator, as applicable, and the Trustee by the Administrative Agent before such failure shall constitute an Amortization Event); (v) (I) HVF or the Administrator shall fail to comply with their respective obligations under the Back-Up Administration Agreement in any material respect and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent or (II) the Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect, other than effect or enforceable in accordance with its terms; thenterms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the Back-Up Administration Agreement or any portion thereof by HVF or the Administrator, in which case such thirty (30) day grace period shall not apply); or (I) the case of Administrator, in its capacity as Servicer, shall fail to comply with its obligations under the Back-Up Disposition Agreement in any event described in clause (p) through (u) above, an Amortization Event will be deemed material respect and the failure to have occurred with respect to so comply materially and adversely affects the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032009-2 Investor Notes1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator or HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, declare that an Amortization Event has occurred with respect requiring the same to be remedied, shall have been given to the Series 2003Administrator and HVF by the Trustee or to the Administrator, HVF and the Trustee by the Administrative Agent or (II) the Back-2 Investor NotesUp Disposition Agent Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable in accordance with its terms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the Back-Up Disposition Agreement or any portion thereof by the Administrator, in its capacity as Servicer, in which case such thirty (30) day grace period shall not apply). In the case of of (i) any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2009-1 Noteholder or (ii) any event described in clauses (o) through (w) above, so long as such event is continuing, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032009-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (a) through (l), (n) through (q), (r) (with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2009-1 Noteholders holding more than 662/3 of the Series 0000-0 Xxxxxxxxx Xxxxxx), (x), (x), (x) and (w) above may be waived solely with the written consent of Series 2009-1 Noteholders holding 100% of the Series 0000-0 Xxxxxxxxx Xxxxxx. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (m), (r) (other than with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount or which otherwise prohibits HVF from taking any action without the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 0000-0 Xxxxxxxxx Xxxxxx) and (s) may be waived in accordance with Section 9.4 of the Base Indenture. In the event of a waiver of any Amortization Event described above, the Trustee shall provide notification thereof to each Rating Agency. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-1 Notes described in clause (n) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 1 Investor Notes: (a) the Series 2003-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 2003-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 2003-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 1 Senior Preferred Membership Interests or the Series 2003-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 1 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 1 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 1 Investor Noteholders holding a Majority in Interest of the Series 2003-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 Investor Notesoccur: (a) RCFC defaults in the payment of (i) any interest on, the Series 20032010-2 Reserve 3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days; (b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date; (c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease); (d) the occurrence of an Event of Bankruptcy with respect to RCFC, DTAG, DTG or Hertz; (e) the Series 0000-0 Xxxxxxxxx Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days; (f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act; (g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing; (h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); any Lien described in clause (biii) of the definition of Series 20030000-2 Yield Supplement Account 0 Xxxxxxxxx Xxxx) and thirty (30) consecutive days shall have become subject to an injunction, estoppel elapsed without such Lien having been released or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%discharged; (i) the failure on the part other than as a result of the Issuer to declare and pay dividends on the a Series 20032010-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV3 Permitted Lien, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer either (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 0000-0 Xxxxxxxxx Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of VMSany Lessee, the Issuer RCFC or any Affiliate of either thereof shall so assertasserts in writing; (sj) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing; (k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing; (l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (n) there shall have been filed against CendantHertz, PHHDTAG, VMS, the Origination Trust, SPV DTG or the Issuer RCFC either (i) a notice of a federal tax Lien lien from the Internal Revenue Service, (ii) a notice of a Lien from the PBGC Pension Benefit Guaranty Corporation under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan Plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could (other than a Permitted Lien) that would reasonably be expected to have a material adverse effect on attach to the business, operations assets of RCFC or financial condition of such Person, and, in each case, 40 any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (uo) any of the Transaction Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect, effect (other than in accordance with its termsterms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; then, or (p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of any event described in clause of: (pi) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (og) aboveabove and clause (p), an a “Series 2010-3 Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred Event” shall immediately occur without any notice or other action on the part of the Indenture Trustee or any other Person; and (ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 20032010-2 Investor Noteholders.3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 20032005-2 Investor Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2005-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2005-2 Notes:): (a) a Series 2005-2 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2005-2 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (b) the Series 20032005-2 Liquidity Amount shall be less than the Series 2005-2 Required Liquidity Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (c) the Collection Account, the Series 2005-2 Collection Account, the Series 2005-2 Excess Collection Account or the Series 2005-2 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Series 2005-2 Notes is not paid in full on or before the Series 2005-2 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2005-2 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2005-2 Enhancement Deficiency would result from excluding such Series 2005-2 Letter of Credit from the Series 2005-2 Enhancement Amount or (y) the Series 20032005-2 Yield Supplement Liquidity Amount, excluding therefrom the available amount under such Series 2005-2 Letter of Credit, would be less than the Series 2005-2 Required Liquidity Amount; (i) from and after the funding of the Series 2005-2 Cash Collateral Account, the Series 2005-2 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (cLiens permitted under the Related Documents) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two (2) Business Days; Days and either (dx) a Series 20032005-2 Allocated Asset Amount Enhancement Deficiency shall occur and continue for at least two Business Days; (e) a would result from excluding the Series 20032005-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; Available Cash Collateral Account Amount from the Series 2005-2 Enhancement Amount or (fy) the Three Month Average ChargeSeries 2005-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on 2 Liquidity Amount, excluding therefrom the Series 20032005-2 Senior Preferred Membership Interests or Available Cash Collateral Amount, would be less than the Series 20032005-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;Required Liquidity Amount; and (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes Bankruptcy shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to any Series 2005-2 Letter of Credit Provider or any Series 2005-2 Letter of Credit Provider repudiates its Series 2005-2 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2005-2 Enhancement Deficiency would result from excluding such Series 2005-2 Letter of Credit from the Series 20032005-2 Investor Notes only, if after Enhancement Amount or (y) the applicable grace period, either the Indenture Trustee or Series 20032005-2 Investor Noteholders holding a Majority in Interest Liquidity Amount, excluding therefrom the available amount under such Series 2005-2 Letter of Credit, would be less than the Series 20032005-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor NoteholdersRequired Liquidity Amount.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032011-2 Investor Notes: (a) the Series 20032011-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032011-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032011-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032011-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032011-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032011-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required Investor NoteholdersNoteholder, written notice thereof; (rq) the Indenture Trustee shall for any reason cease fail to have a valid and perfected first priority security interest in the Collateral and such failure continues for at least two Business Days or any of VMS, the Issuer or any Affiliate of either thereof shall so assertassert that the Indenture Trustee does not have a valid and perfected first priority security interest in the Collateral; (sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032011-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or the Series 20032011-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032011-2 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032011-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032011-2 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 4 Investor Notes: (a) the Series 20032009-2 4 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032009-2 4 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032009-2 4 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032009-2 4 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032009-2 4 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032009-2 4 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Purchase Agreement, the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 4 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (qp) any representation or warranty made by the Issuer in the Purchase Agreement, the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 4 Investor NoteholdersNoteholder, written notice thereof; (rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 4 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 4 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 4 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 4 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 4 Investor Noteholders.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032010-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes: (a) ZVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032010-2 Reserve 1 Notes (other than the payments described in clauses (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days; (b) a Change of Control shall have occurred; (c) a Series 2010-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days; (d) a Series 2010-1 Liquidity Deficiency shall occur and continue for at least three (3) Business Days; (e) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Expected Final Payment Date; (f) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Commitment Termination Date; (g) the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days; (h) the Principal Deficit Amount shall be greater than zero; (i) the Collection Account, any Collateral Account, any Series 2010-1 Series Account, the Series 2010-1 Distribution Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged; (bA) the Series 20032010-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); ) for at least three (c3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Reserve Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032010-2 Liquid Credit 1 Enhancement Deficiency shall occur and continue for at least two Business Days; would result from excluding the Series 2010-1 Available Reserve Account Amount from the Series 2010-1 Enhancement Amount or (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fy) the Three Month Average ChargeSeries 2010-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on 1 Adjusted Liquidity Amount, excluding therefrom the Series 20032010-2 Senior Preferred Membership Interests or 1 Available Reserve Account Amount, would be less than the Series 20032010-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur1 Required Liquidity Amount; (k) from and after the funding of the Series 2010-1 Cash Collateral Account, (A) the Series 2010-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Cash Collateral Account Collateral (or any Termination Event shall occurof the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2010-1 Enhancement Deficiency would result from excluding the Series 2010-1 Available Cash Collateral Account Amount from the Series 2010-1 Enhancement Amount or (y) the Series 2010-1 Adjusted Liquidity Amount, excluding therefrom the Series 2010-1 Available Cash Collateral Account Amount, would be less than the Series 2010-1 Required Liquidity Amount; (l) an Event ZVF shall fail to acquire and maintain in force one or more Series 2010-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Default with respect Section 3.12 of this Series Supplement or at any time any such Series 2010-1 Interest Rate Caps shall fail to be enforceable against the Series 2003-2 Investor Notes shall occurapplicable Interest Rate Cap Provider; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-1 Collateral (other than the Series 2010-1 Reserve Account Collateral and the Series 2010-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer ZVF or any Affiliate of either thereof shall so assertasserts in writing; (sn) there ZVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any covenants expressly described elsewhere in this Article IV) and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to ZVF by the Origination Trust, SPV Trustee or to ZVF and the Trustee by the Administrative Agent or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032010-2 Investor Notes only1 Notes; (o) any representation made by ZVF in the Indenture, if after this Series Supplement or any other Related Document is false and such false representation materially and adversely affects the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032010-2 Investor Notes, declare 1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 20032010-2 Investor 1 Notes; (p) the Administrator fails to comply with any of its other agreements or covenants in, or provisions of, any Related Document (other than any covenants expressly described elsewhere in this Article IV) or any representation made by the Administrator in any Related Document is false and the failure to so comply or such false representation, as the case may be, materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee or to the Administrator and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes; (q) the Administrator or ZVF fails to comply with any covenant contained in Section 8.02 of the Series 2010-1 Note Purchase Agreement; or (r) a Servicer Event of Default shall have occurred and be continuing for a period of at least thirty (30) days without cure or waiver. In the case of of (i) any event described in clauses (a) through (om) above, an Amortization Event with respect to the Series 20032010-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2010-1 Noteholder or (ii) any event described in clauses (n) through (r) above, either the Trustee may, by written notice to ZVF, or the Required Noteholders, may by written notice to ZVF and the Trustee, declare that an Amortization Event with respect to the Series 20032010-2 Investor Noteholders1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (k), (m), (n) (with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (p) and (q) above may be waived solely with the written consent of Series 2010-1 Noteholders holding 100% of the Series 2010-1 Principal Amount in accordance with Section 9.4 of the Base Indenture. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (l), (n) (other than with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (o) and (r) may be waived by the Required Noteholders with respect to the Series 2010-1 Notes in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (m) above shall be curable at any time.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032004-2 Investor 4 Notes (the “Series 2004-4 Amortization Events”) and shall constitute the Amortization Events set forth in Section 9.1(d) of the Base Indenture with respect to the Series 2004-4 Notes: (a) ARG defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032004-2 4 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days; (b) ARG defaults in the payment of any principal of the Series 2004-4 Notes when the same becomes due and payable and such default continues for a period of one (1) Business Day; (c) a Series 2004-4 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; (d) a Series 2004-4 Liquidity Deficiency shall occur and continue for at least two (2) Business Days; (e) the Series 2004-4 Overcollateralization Amount shall be less than the Series 2004-4 Required Overcollateralization Amount for at least two (2) Business Days; (f) an Aggregate Asset Amount Deficiency shall occur and continue for at least two (2) Business Days; (g) the Series 2004-4 Reserve Account, the Series 2004-4 Collection Account or the Series 2004-4 Excess Collection Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than Permitted Liens) for at least two Business Days and either a Permitted Lien); (b) Series 2004-4 Enhancement Deficiency or a Series 2004-4 Liquidity Deficiency would result from excluding the Series 2003-2 Yield Supplement Account shall have become amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)Liens) from the Series 2004-4 Enhancement Amount or the Series 2004-4 Liquidity Amount, to the extent applicable; (ch) from and after the funding of the Series 2004-4 Cash Collateral Account, such Series 2004-4 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue Lien (other than Permitted Liens) for at least two Business Days; (d) Days and either a Series 20032004-2 Allocated Asset Amount 4 Enhancement Deficiency shall occur and continue for at least two Business Days; (e) or a Series 20032004-2 Yield Supplement 4 Liquidity Deficiency shall occur and continue for at least two Business Days; (f) would result from excluding the Three Month Average Chargeamount on deposit in the Series 2004-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) 4 Cash Collateral Account from the Three Month Average PaidSeries 2004-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) 4 Enhancement Amount or the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%Series 2004-4 Liquidity Amount; (i) the failure on Trustee shall make a demand for payment under the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsSurety Bond; (j) any Servicer Termination the occurrence of an Event shall occurof Bankruptcy with respect to the Surety Provider; (k) any Termination Event shall occurthe Surety Provider fails to honor a demand for payment in accordance with the requirements of the Surety Bond; (l) an Event all principal of Default with respect to and interest on the Series 20032004-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor 4 Notes is not paid in full on or before the Class A-1 Maturity Date Final Distribution Date; (m) ARG fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2004-4 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2004-4 Noteholders and continues to materially and adversely affect the interests of the Series 2004-4 Noteholders for a period of forty-five (45) days after the earlier of (i) the date on which ARG obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to ARG by the Trustee or to ARG and the Trustee by the Required Noteholders; (n) any representation made by ARG in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2004-4 Noteholders and such false representation is not cured for a period of forty-five (45) days after the earlier of (i) the date on which ARG obtains knowledge thereof or (ii) the date that written notice thereof is given to ARG by the Trustee or to ARG and the Trustee by the Required Noteholders; (o) a Leasing Company Amortization Event shall have occurred and be continuing with respect to all of the Leasing Company Notes; (p) any of the Related Documents (other than any Related Document relating solely to another Series of Notes) or any material portion thereof shall not be in full force and effect, enforceable in accordance with its terms (other than (i) any such Related Document that has been terminated in accordance with its terms or (ii) any Manufacturer Program that is not in full force and effect or that is unenforceable in accordance with its terms to the extent that no Series 2004-4 Enhancement Deficiency results from redesignating each Series 2004-4 Program Vehicle subject to such Manufacturer Program as a Series 2004-4 Non-Program Vehicle) or ARG shall so assert in writing; (q) any Series 2004-4 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and either (x) a Series 2004-4 Enhancement Deficiency would result from excluding such Series 2004-4 Letter of Credit from the Series 2004-4 Enhancement Amount or (y) a Series 2004-4 Liquidity Deficiency would result from excluding such Series 2004-4 Letter of Credit from the Series 2004-4 Liquidity Amount, to the extent applicable; (r) all principal of and interest of on the Class A-2 Investor Series 2004-4 Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementOctober 20, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert2007; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV ARG or the Issuer Servicer (iacting at the direction, or on behalf, of ARG) fails to provide or maintain in force a notice of federal tax Lien from the Internal Revenue Service, Series 2004-4 Interest Rate Cap with a strike rate equal to 8.00% per annum within thirty (ii30) a notice of Lien from the PBGC under Section 412(n) days of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedEurodollar Rate exceeding 7.00%; (t) one ARG agrees or more judgments consents to any assignment, modification or decrees amendment of the Escrow Agreement without the consent of the Surety Provider (for so long as no Surety Default shall have occurred and be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereofcontinuing); or (u) ARG agrees or consents to any amendment or assignment of or waiver under the Master Exchange Agreement without the consent of the Transaction Documents Surety Provider (for so long as no Surety Default shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notesand be continuing). In the case of of (i) any event described in clauses (a) through (l), (o), (q) and (r) above, an Amortization Event with respect to the Series 20032004-2 Investor 4 Notes will be deemed to have occurred shall immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2004-4 Noteholder; or (ii) any event described in clauses (m), (n) , (p), (s), (t) or (u) above, either the Trustee or the Required Noteholders may, by written notice to ARG, declare that an Amortization Event with respect to the Series 20032004-2 Investor 4 Notes has occurred as of the date of the notice. Amortization Events with respect to the Series 2004-4 Notes described in clauses (a) through (l), (o), (q) and (r) above will be subject to waiver by 100% of the Series 2004-4 Noteholders. An Amortization Event with respect to the Series 2004-4 Notes described in clauses (m), (n) , (p),(s), (t) or (u) above shall be subject to waiver in accordance with Section 9.4 of the Base Indenture.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 1 Investor Notes: (a) the Series 20032002-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032002-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032002-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032002-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032002-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 1 Senior Preferred Membership Interests or the Series 20032002-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032002-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 20032002-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 1 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032002-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032002-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 1 Investor Noteholders.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.01 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032004-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.01(j) of the Base Indenture with respect to the Series 2004-1 Notes: (a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032004-2 1 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days; (b) HVF defaults in the payment of any principal of the Series 2004-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Series 2004-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days or the Series 2004-1 Enhancement Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Enhancement Amount for at least three (3) Business Days: (i) any cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account if at the time of such calculation (A) such cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, cannot be withdrawn by the Trustee and applied as provided herein because the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, shall have become be subject to an injunction, estoppel or other stay or (B) the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, shall be subject to a Lien (other than a Permitted Lien) (each, a “Restrictive Action”);; or (bii) the amount available to be drawn under any Series 20032004-2 Yield Supplement Account 1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have become subject occurred with respect to an injunction, estoppel the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or other stay (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysdraw thereon made in accordance with the terms thereof; (d) a the Series 20032004-2 Allocated Asset 1 Liquidity Amount Deficiency shall occur and continue be less than the Series 2004-1 Required Liquidity Amount for at least two three (3) Business Days or the Series 2004-1 Liquidity Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Liquidity Amount for at least three (3) Business Days: (i) any cash or Permitted Investments on deposit in the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account if at the time of such calculation the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account, as the case may be, shall be subject to a Restrictive Action; or (ii) the amount available to be drawn under any Series 2004-1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal of and interest of on the Class A-1 Investor Notes and the Class A-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, all principal of and interest on the Class A-3 Notes is not paid in full on or before the Class A-1 Maturity A-3 Expected Final Payment Date or all principal of and interest of on the Class A-2 Investor A-4 Notes is not paid in full on or before the Class A-2 Maturity A-4 Expected Final Payment Date; (pf) failure on the part any one of the Issuer following occurs: (i) to make any payment or deposit required by the terms of Series 0000-0 Xxxxx Amount shall be less than the Indenture Series 2004-1 Required Asset Amount for at least three (or within the applicable grace period which shall not exceed two 3) Business Days after or the date Series 2004-1 Asset Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account if at the time of such payment calculation such HVF Exchange Account, the Series 2004-1 Excess Collection Account or deposit is required the Series 2004-1 Collection Account, as the case may be, shall be subject to a Restrictive Action, shall be madeless than the Series 2004-1 Required Asset Amount for at least three (3) or Business Days; (ii) duly to observe the Series 2004-1 Asset Amount shall be less than the Series 2004-1 Principal Amount for at least three (3) Business Days or perform the Series 0000-0 Xxxxx Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any material respect any covenants or agreements of HVF Exchange Account, the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee Series 2004-1 Excess Collection Account or the Issuer and Series 2004-1 Collection Account if at the Indenture Trustee by time of such calculation such HVF Exchange Account, the Series 20032004-2 Required Investor Noteholders1 Excess Collection Account or the Series 2004-1 Collection Account, written notice specifying such default and requiring it as the case may be, shall be subject to a Restrictive Action, shall be remediedless than the Series 2004-1 Principal Amount for at least three (3) Business Days; or (iii) the Insured Principal Deficit Amount shall be greater than zero; (qg) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect make a demand for a period of 45 days after there shall have been given to payment under the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereofInsurance Policy; (rh) the Indenture occurrence of an Event of Bankruptcy with respect to the Insurer; (i) the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy; (j) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2004-1 Collateral or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing; (sk) there One-Month LIBOR for any Series 2004-1 Interest Rate Period exceeds 8.90% per annum and HVF fails to acquire Series 2004-1 Interest Rate Xxxxxx satisfying the requirements of Section 2.11 of this Series Supplement on or prior to the first day of the next succeeding Series 2004-1 Interest Rate Period; (l) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2004-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2004-1 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2004-1 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032004-2 Investor Notes only, if after the applicable grace period, either 1 Notes; or (m) any representation made by HVF in the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest any Related Document is false and such false representation materially and adversely affects the interests of the Series 20032004-2 Investor Notes, declare 1 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 20032004-2 Investor 1 Notes. In the case of of (i) any event described in clauses (a) through (oi) above, an Amortization Event with respect to the Series 20032004-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2004-1 Noteholder or (ii) any event described in clauses (j) through (m) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032004-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2004-1 Notes has occurred as of the date of the notice. Amortization Events with respect to the Series 2004-1 Notes described in clauses (h) and (i) above will not be subject to waiver. An Amortization Event with respect to the Series 2004-1 Notes described in clauses (a) through (g) and clauses (j) through (m) above will be subject to waiver in accordance with Section 9.04 of the Base Indenture.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032001-2 1 Investor Notes: (a) the Series 20032001-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032001-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032001-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032001-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032001-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00___%; (g) the Three Month Average Residual Value Loss Ratio with respect to any Settlement Date exceeds ____%; (h) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50___%; (hi) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00___%; (ij) the failure on the part of the Issuer to declare and pay dividends on the Series 20032001-2 1 Senior Preferred Membership Interests or the Series 20032001-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (jk) any Servicer Termination Event shall occur; (kl) any Termination Event shall occur; (lm) an Event of Default with respect to the Series 20032001-2 1 Investor Notes shall occur; (mn) there is at least $10,000,000 on deposit in the Series 20032001-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032001-2 1 Revolving Period; (no) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant Avis or VMS; (op) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (pq) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (qr) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice thereof; (rs) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (st) there shall have been filed against Cendant, PHHAvis, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (tu) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (uv) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pq) through (uv) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032001-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032001-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032001-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032001-2 1 Investor Notes. In the case of any event described in clauses (a) through (op) above, an Amortization Event with respect to the Series 20032001-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032001-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 1 Investor Notes: (a) the Series 20032002-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032002-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032002-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032002-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032002-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 1 Senior Preferred Membership Interests or the Series 20032002-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032002-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 20032002-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 1 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 1 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032002-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032002-2 1 Investor NotesNOTES. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032010-2 1 Investor Notes: (a) the Series 20032010-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032010-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032010-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032010-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032010-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032010-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2010-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or; (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; (v) the failure on the part of the Administrator duly to observe or perform in any material respect any covenants or agreements of the Administrator set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of thirty (30) days after there shall have been given to the Administrator by the Indenture Trustee or the Administrator and the Indenture Trustee by any Series 2010-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied; (w) a Change in Control shall occur; (x) an “event of default” (or any other defined term or event having a similar purpose) under, and as defined in, the PHH Credit Agreement shall have occurred and be continuing; (y) Consolidated Net Worth on the last day of any fiscal quarter of PHH shall be less than $1,000,000,000; (z) the ratio of Indebtedness of PHH and the Subsidiaries to Tangible Net Worth shall exceed 6.5 to 1.0 at any time; or (aa) an Amortization Event shall have occurred with respect to the Series 2011-1 Investor Notes; then, in the case of any event described in clause (p) through (uaa) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032010-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032010-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032010-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032010-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032010-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 Investor Notesoccur: (a) RCFC defaults in the payment of (i) any interest on, the Series 20032010-2 Reserve 3 Note when the same becomes due and payable and such default continues for at least five (5) consecutive Business Days or (ii) any other amount payable in respect of the Series 2010-3 Note (other than the payments described in clause (b) below) when the same becomes due and payable and such default continues for at least ten (10) consecutive Business Days; (b) all principal of and interest on the Series 2010-3 Note is not paid in full on or before the Series 2010-3 Commitment Termination Date; (c) the Series 2010-3 Lease is terminated for any reason (other than, for the avoidance of doubt, with respect to a termination as to a Resigning Lessee as a result of such Resigning Lessee’s delivery of a Lessee Resignation Notice in accordance with Section 26 of the Series 2010-3 Lease); (d) the occurrence of an Event of Bankruptcy with respect to the Nominee, HGI, RCFC, DTAG, DTG or Hertz; (e) the Series 0000-0 Xxxxxxxxx Asset Amount shall be less than the Series 2010-3 Asset Coverage Threshold Amount for at least ten (10) consecutive Business Days; (f) the Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Nominee, HGI or RCFC is an “investment company” or is under the “control” of an “investment company” under the Investment Company Act; (g) any Series 2010-3 Lease Payment Default shall have occurred and be continuing; (h) the Series 2010-3 Collection Account, the Master Collateral Account containing amounts relating to Series 2010-3 Eligible Vehicles or any RCFC Escrow Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); any Lien described in clause (biii) of the definition of Series 20030000-2 Yield Supplement Account 0 Xxxxxxxxx Xxxx) and thirty (30) consecutive days shall have become subject to an injunction, estoppel elapsed without such Lien having been released or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%discharged; (i) the failure on the part other than as a result of the Issuer to declare and pay dividends on the a Series 20032010-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV3 Permitted Lien, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer either (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 0000-0 Xxxxxxxxx Collateral or (ii) the Collateral Agent shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-3 RCFC Segregated Vehicle Collateral (other than in an immaterial portion of the Series 2010-3 RCFC Segregated Vehicle Collateral), or with respect to either of the foregoing clause (i) or (ii), any of VMSany Lessee, the Issuer RCFC or any Affiliate of either thereof shall so assertasserts in writing; (sj) any Series 2010-3 Operating Lease Event of Default (other than a Series 2010-3 Lease Payment Default) shall have occurred and be continuing; WEIL:\95390898\1\99910.6247 (k) a Servicer Default or a Series 2010-3 Administrator Default shall have occurred and be continuing; (l) RCFC fails to comply with any of its other agreements or covenants (other than any agreements or covenants as set forth in Article VII of the Base Indenture or relating solely to one or more Other Segregated Series of Notes) in any Segregated Series 2010-3 Document and the failure to so comply materially and adversely affects the interests of the Series 2010-3 Noteholder and continues to materially and adversely affect the interests of the Series 2010-3 Noteholder for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (m) any representation (other than any representation set forth in the Base Indenture and other than any representation relating solely to any Other Segregated Series of Notes) made by RCFC in this Series Supplement or any other Series 2010-3 Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-3 Noteholder and the event or condition that caused such representation to have been false continues for at least thirty (30) consecutive days after the earlier of (i) the date on which an Authorized Officer of RCFC obtains knowledge thereof or (ii) the date that written notice thereof is given to an Authorized Officer of RCFC by the Trustee or to an Authorized Officer of RCFC and the Trustee by the Series 2010-3 Administrator; (n) there shall have been filed against CendantHertz, PHH, VMSHGI, the Origination TrustNominee, SPV DTAG, DTG or the Issuer RCFC either (i) a notice of a federal tax Lien lien from the Internal Revenue Service, (ii) a notice of a Lien from the PBGC Pension Benefit Guaranty Corporation under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan Plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could (other than a Permitted Lien) that would reasonably be expected to have a material adverse effect on attach to the businessassets of the Nominee, operations HGI or financial condition of such Person, and, in each case, 40 RCFC or any RCFC Escrow Account and thirty (30) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (uo) any of the Transaction Series 2010-3 Related Documents or any material portion thereof relating to any of the Series 2010-3 Note or the Series 2010-3 Collateral shall cease, for any reason, to be in full force and effect, effect (other than in accordance with its termsterms or as otherwise expressly permitted in the Series 2010-3 Related Documents), or Hertz, HGI the Nominee, DTAG, DTG or RCFC shall so assert in writing and such written assertion shall not have been rescinded within thirty (30) consecutive Business Days following the date of such written assertion, in each case, other than any such cessation (i) resulting from the application of the Bankruptcy Code (other than as a result of an Event of Bankruptcy with respect to any party to any such agreement (other than RCFC or Hertz in any capacity)) or (ii) as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Series 2010-3 Related Documents; then, or (p) an HVF II Group II Amortization Event shall have occurred and be continuing. Then in the case of any event described in clause of: (pi) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (og) aboveabove and clause (p), an a “Series 2010-3 Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred Event” shall immediately occur without any notice or other action on the part of the Indenture Trustee or any other Person; and WEIL:\95390898\1\99910.6247 (ii) any event described in clauses (h) through (o) above, so long as such event is continuing, either the Trustee may, by written notice to RCFC, or the HVF II Required Series Noteholders with respect to any HVF II Series of Group II Notes may, by written notice to RCFC and the Trustee, declare that a “Series 2010-3 Amortization Event” has occurred as of the date of such notice. A Series 2010-3 Amortization Event described in clauses (a) through (g), (l) (with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 20032010-2 Investor Noteholders3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group II Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (p) (with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder), and any Series 2010-3 Potential Amortization Event relating to any such Series 2010-3 Amortization Event, may be waived solely with the written consent of each HVF II Group II Noteholder. Any other Series 2010-3 Amortization Event described in clauses (h), (i), (j), (k), (l) (other than with respect to (I) any agreement, covenant or provision in the Base Indenture that requires the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or that otherwise prohibits RCFC from taking any action without the consent of Series 2010-3 Noteholders holding 100% of the Series 2010-3 Principal Amount or (II) any agreement, covenant or provision in the Series 2010-3 Note, this Series Supplement or any other Series 2010-3 Related Document the amendment or modification of which requires the consent of each HVF II Group Noteholder or that otherwise prohibits RCFC from taking any action without the consent of each HVF II Group II Noteholder), (m), (n), (o) or (p) (other than with respect to any HVF II Group II Amortization Event the waiver of which pursuant to any “Group II Related Document” or “Group II Series Related Document”, in each case, as defined under the HVF II Group II Indenture, requires the consent of each HVF II Group II Noteholder) above may be waived with the written consent of both HVF II, as the Series 2010-3 Noteholder, and the HVF II Requisite Group II Investors. For the avoidance of doubt, notwithstanding anything herein to the contrary, any Series 2010-3 Amortization Event described in clauses (h) and (i) above shall be curable at any time. For the avoidance of doubt, with respect to any Series 2010-3 Potential Amortization Event, if the event or condition giving rise (directly or indirectly) to such Series 2010-3 Potential Amortization Event ceases to be continuing (through cure, waiver or otherwise), then such Series 2010-3 Potential Amortization Event will cease to exist and will be deemed to have been cured for every purpose under the Series 2010-3 Related Documents.

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 20032002-2 Investor 1 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base -41- Indenture with respect to the Series 2002-1 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2002-1 Notes) and shall not be subject to waiver: (a) a Series 2002-1 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; PROVIDED, HOWEVER, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2002-1 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (b) the Series 20032002-2 1 Liquidity Amount shall be less than the Series 2002-1 Required Liquidity Amount for at least two (2) Business Days; PROVIDED, HOWEVER, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (c) the Collection Account, the Series 2002-1 Collection Account, the Series 2002-1 Excess Collection Account or the Series 2002-1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Class A-1 Notes is not paid in full on or before the Class A-1 Expected Final Distribution Date or all principal of and interest on the Class A-2 Notes is not paid in full on or before the Class A-2 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2002-1 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2002-1 Enhancement Deficiency would result from excluding such Series 2002-1 Letter of Credit from the Series 2002-1 Enhancement Amount or (y) the Series 20032002-2 Yield Supplement 1 Liquidity Amount, excluding therefrom the available amount under such Series 2002-1 Letter of Credit, would be less than the Series 2002-1 Required Liquidity Amount; (i) from and after the funding of the Series 2002-1 Cash Collateral Account, the Series 2002-1 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (cLiens permitted under the Related Documents) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two (2) Business Days; Days and either (dx) a Series 20032002-2 Allocated Asset 1 Enhancement Deficiency would result from excluding the Series 2002-1 Available Cash Collateral Account Amount Deficiency shall occur and continue for at least two Business Days; from the Series 2002-1 Enhancement Amount or (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fy) the Three Month Average ChargeSeries 2002-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on 1 Liquidity Amount, excluding therefrom the Series 20032002-2 Senior Preferred Membership Interests or 1 Available Cash Collateral Amount, would be less than the Series 20032002-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;1 Required Liquidity Amount; and (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes Bankruptcy shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to any Series 2002-1 Letter of Credit Provider or any Series 2002-1 Letter of Credit Provider repudiates its Series 2002-1 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2002-1 Enhancement Deficiency would result from excluding such Series 2002-1 Letter of Credit from the Series 20032002-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee 1 Enhancement Amount or Series 2003-2 Investor Noteholders holding a Majority in Interest of (y) the Series 20032002-2 Investor Notes1 Liquidity Amount, declare that an Amortization Event has occurred with respect to excluding therefrom the available amount under such Series 2002-1 Letter of Credit, would be less than the Series 20032002-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders1 Required Liquidity Amount.

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 2003-2 Investor 5 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2003-5 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2003-5 Notes:): (a) a Series 2003-5 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2003-5 Enhancement Deficiency shall have been cured in accordance with the terms and condi­tions of the Indenture and the Related Documents; (b) the Series 2003-2 5 Liquidity Amount shall be less than the Series 2003-5 Required Liquidity Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and condi­tions of the Indenture and the Related Documents; (c) the Collection Account, the Series 2003-5 Collection Account, the Series 2003-5 Excess Collection Account or the Series 2003-5 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Class A-1 Notes is not paid in full on or before the Class A-1 Expected Final Distribution Date or all principal of and interest on the Class A-2 Notes is not paid in full on or before the Class A-2 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2003-5 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2003-5 Enhancement Deficiency would result from excluding such Series 2003-5 Letter of Credit from the Series 2003-5 Enhancement Amount or (y) the Series 2003-2 Yield Supplement 5 Liquidity Amount, excluding therefrom the available amount under such Series 2003-5 Letter of Credit, would be less than the Series 2003-5 Required Liquidity Amount; (i) from and after the funding of the Series 2003-5 Cash Collateral Account, the Series 2003-5 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); Liens permitted under the Related Documents) for at least two (c2) Business Days and either (x) a Series 2003-2 Liquid Credit 5 Enhancement Deficiency shall occur and continue for at least two Business Days;would result from excluding the Series 2003-5 Available Cash Collateral Account Amount from the Series 2003-5 Enhancement Amount or (y) the Series 2003-5 Liquidity Amount, excluding therefrom the Series 2003-5 Available Cash Collateral Amount, would be less than the Series 2003-5 Required Liquidity Amount; and (dj) an Event of Bankruptcy shall have occurred with respect to any Series 2003-5 Letter of Credit Provider or any Series 2003-5 Letter of Credit Provider repudiates its Series 2003-5 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2003-2 Allocated Asset Amount 5 Enhancement Deficiency shall occur and continue for at least two Business Days; (e) a would result from excluding such Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part 5 Letter of the Issuer to declare and pay dividends on Credit from the Series 2003-2 Senior Preferred Membership Interests 5 Enhancement Amount or (y) the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event 5 Liquidity Amount, excluding therefrom the available amount under such Series 2003-5 Letter of Default with respect to Credit, would be less than the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 5 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor NoteholdersLiquidity Amount.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032009-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2009-1 Notes: (a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032009-2 Reserve 1 Notes (other than the payments described in clauses (b), (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days; (b) HVF defaults in the payment of any principal of the Series 2009-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Series 2009-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days; (d) a Series 2009-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days; (e) all principal of and interest on the Series 2009-1 Notes is not paid in full on or before the Expected Final Payment Date; (f) [Reserved]; (g) the Series 2009-1 Asset Amount shall be less than the Series 2009-1 Required Asset Amount for at least three (3) Business Days; (h) the Principal Deficit Amount shall be greater than zero; (i) the Collection Account, any Collateral Account, any Series 2009-1 Series Account, the Series 2009-1 Distribution Account or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged; (bj) (A) the Series 20032009-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Reserve Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2009-1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Reserve Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Reserve Account Amount, would be less than the Series 2009-1 Required Liquidity Amount; (ck) from and after the funding of the Series 2009-1 Cash Collateral Account, (A) the Series 2009-1 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for a period of at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2009-1 Cash Collateral Account Collateral (or any of the Lessee, HVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032009-2 Liquid Credit 1 Enhancement Deficiency would result from excluding the Series 2009-1 Available Cash Collateral Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1 Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available Cash Collateral Account Amount, would be less than the Series 2009-1 Required Liquidity Amount; (l) a Change of Control shall occur have occurred; (m) HVF shall fail to acquire and continue maintain in force one or more Series 2009-1 Interest Rate Caps at the times and in the notional amounts required by the terms of Section 3.12 of this Series Supplement and such failure continues for at least two 3 Business Days; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fn) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2009-1 Collateral (other than the Series 2009-1 Reserve Account Collateral and the Series 2009-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either so asserts in writing; (o) the occurrence of a Servicer Event of Default; (p) the occurrence of a Servicer Default or an Administrator Default; (q) A Series 2013-A Amortization Event shall have occurred automatically or shall have been declared in accordance with Section 7.2 of the Series 2013-A Supplement, and in each case is continuing; 72 (r) HVF fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more Segregated Series of Notes) in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall so asserthave been given to HVF by the Trustee or to HVF and the Trustee by the Administrative Agent; (s) there shall have been filed against Cendantany representation (other than any representation relating solely to one or more Segregated Series of Notes) made by HVF in the Indenture, PHH, VMS, this Series Supplement or any other Related Document (other than any Related Document relating solely to one or more Segregated Series of Notes) is false and such false representation materially and adversely affects the Origination Trust, SPV or interests of the Issuer Series 2009-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) a notice of federal tax Lien from the Internal Revenue Service, date on which HVF obtains knowledge thereof or (ii) a the date that written notice of Lien from thereof is given to HVF by the PBGC under Section 412(n) of Trustee or to HVF and the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien Trustee by the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or dischargedAdministrative Agent; (t) the Administrator fails to comply with any of its other agreements or covenants (other than any agreements or covenants relating solely to one or more judgments Segregated Series of Notes) in any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) or decrees shall be entered against any representation made by the Issuer involving Administrator in the aggregate a liability any Related Document (not paid or fully covered by insurance) of $100,000 other than any Related Document relating solely to one or more Segregated Series of Notes) is false and the failure to so comply or such judgments false representation, as the case may be, materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or decrees (ii) the date on which written notice of such failure, requiring the same to be remedied, shall not have been vacated, discharged, stayed given to the Administrator by the Trustee or bonded pending appeal within 30 days from to the entry thereof; orAdministrator and the Trustee by the Administrative Agent; (u) any HVF or the Administrator shall fail to comply with Section 8.01(b) of the Transaction Documents Series 2009-1 Note Purchase Agreement (provided that, if the Series 2009-1 Noteholders are not materially and adversely affected by such failure, such failure must continue for a period of five (5) Business Days after the earlier of (i) the date on which HVF or the Administrator obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF or the Administrator, as applicable, by the Trustee or to HVF or the Administrator, as applicable, and the Trustee by the Administrative Agent before such failure shall constitute an Amortization Event); (v) (I) HVF or the Administrator shall fail to comply with their respective obligations under the Back-Up Administration Agreement in any material respect and the failure to so comply materially and adversely affects the interests of the Series 2009-1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent or (II) the Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect, other than effect or enforceable in accordance with its terms; thenterms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice of thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the Back-Up Administration Agreement or any portion thereof by HVF or the Administrator, in which case such thirty (30) day grace period shall not apply); or (w) (I) the case of Administrator, in its capacity as Servicer, shall fail to comply with its obligations under the Back-Up Disposition Agreement in any event described in clause (p) through (u) above, an Amortization Event will be deemed material respect and the failure to have occurred with respect to so comply materially and adversely affects the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest interests of the Series 20032009-2 Investor Notes1 Noteholders and continues to materially and adversely affect the interests of the Series 2009-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator or HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, declare that an Amortization Event has occurred with respect requiring the same to be remedied, shall have been given to the Series 2003Administrator and HVF by the Trustee or to the Administrator, HVF and the Trustee by the Administrative Agent or (II) the Back-2 Investor NotesUp Disposition Agent Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable in accordance with its terms for a period of thirty (30) days after the earlier of (i) the date on which HVF or the Administrator, as applicable, obtains knowledge thereof or (ii) the date on which written notice thereof shall have been given to HVF and the Administrator by the Trustee or to HVF, the Administrator and the Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the Back-Up Disposition Agreement or any portion thereof by the Administrator, in its capacity as Servicer, in which case such thirty (30) day grace period shall not apply). In the case of of (i) any event described in clauses (a) through (on) and (q) above, an Amortization Event with respect to the Series 20032009-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2009-1 Noteholder or (ii) any event described in clauses (o) through (w) above, so long as such event is continuing, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032009-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2009-1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (a) through (l), (n) through (q), (r) (with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of the Required Noteholders with respect to the Series 2009-1 Notes or which otherwise prohibits HVF from taking any action without the consent of the Series 2009-1 Noteholders holding more than 66 2/3% of the Series 2009-1 Principal Amount), (t), (u), (v) and (w) above may be waived solely with the written consent of Series 2009-1 Noteholders holding 100% of the Series 2009-1 Principal Amount. An Amortization Event with respect to the Series 2009-1 Notes described in clauses (m), (r) (other than with respect to any agreement, covenant or provision in the Series 2009-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of the Required Noteholders with respect to the Series 2009-1 Notes or which otherwise prohibits HVF from taking any action without the consent of the Required Noteholders with respect to the Series 2009-1 Notes) and (s) may be waived in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2009-1 Notes described in clause (n) above shall be curable at any time.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.01 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032004-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.01(j) of the Base Indenture with respect to the Series 2004-1 Notes: (a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032004-2 1 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days; (b) HVF defaults in the payment of any principal of the Series 2004-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Series 2004-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days or the Series 2004-1 Enhancement Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Enhancement Amount for at least three (3) Business Days: (i) any cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account if at the time of such calculation (A) such cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, cannot be withdrawn by the Trustee and applied as provided herein because the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, shall have become be subject to an injunction, estoppel or other stay or (B) the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, shall be subject to a Lien (other than a Permitted Lien) (each, a “Restrictive Action”);; or (bii) the amount available to be drawn under any Series 20032004-2 Yield Supplement Account 1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have become subject occurred with respect to an injunction, estoppel the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or other stay (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysdraw thereon made in accordance with the terms thereof; (d) a the Series 20032004-2 Allocated Asset 1 Liquidity Amount Deficiency shall occur and continue be less than the Series 2004-1 Required Liquidity Amount for at least two three (3) Business Days or the Series 2004-1 Liquidity Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Liquidity Amount for at least three (3) Business Days: (i) any cash or Permitted Investments on deposit in the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account if at the time of such calculation the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account, as the case may be, shall be subject to a Restrictive Action; or (ii) the amount available to be drawn under any Series 2004-1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal of and interest of on the Class A-1 Investor Notes and the Class A-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, all principal of and interest on the Class A-3 Notes is not paid in full on or before the Class A-1 Maturity A-3 Expected Final Payment Date or all principal of and interest of on the Class A-2 Investor A-4 Notes is not paid in full on or before the Class A-2 Maturity A-4 Expected Final Payment Date; (pf) failure on the part any one of the Issuer following occurs: (i) to make any payment or deposit required by the terms of Series 0000-0 Xxxxx Amount shall be less than the Indenture Series 2004-1 Required Asset Amount for at least three (or within the applicable grace period which shall not exceed two 3) Business Days after or the date Series 0000-0 Xxxxx Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account if at the time of such payment calculation such HVF Exchange Account, the Series 2004-1 Excess Collection Account or deposit is required the Series 2004-1 Collection Account, as the case may be, shall be subject to a Restrictive Action, shall be madeless than the Series 2004-1 Required Asset Amount for at least three (3) or Business Days; (ii) duly to observe the Series 2004-1 Asset Amount shall be less than the Series 2004-1 Principal Amount for at least three (3) Business Days or perform the Series 0000-0 Xxxxx Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any material respect any covenants or agreements of HVF Exchange Account, the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee Series 2004-1 Excess Collection Account or the Issuer and Series 2004-1 Collection Account if at the Indenture Trustee by time of such calculation such HVF Exchange Account, the Series 20032004-2 Required Investor Noteholders1 Excess Collection Account or the Series 2004-1 Collection Account, written notice specifying such default and requiring it as the case may be, shall be subject to a Restrictive Action, shall be remediedless than the Series 2004-1 Principal Amount for at least three (3) Business Days; or (iii) the Insured Principal Deficit Amount shall be greater than zero; (qg) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect make a demand for a period of 45 days after there shall have been given to payment under the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereofInsurance Policy; (rh) the Indenture occurrence of an Event of Bankruptcy with respect to the Insurer; (i) the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy; (j) the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2004-1 Collateral or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing; (sk) there One-Month LIBOR for any Series 2004-1 Interest Rate Period exceeds 8.90% per annum and HVF fails to acquire Series 2004-1 Interest Rate Xxxxxx satisfying the requirements of Section 2.11 of this Series Supplement on or prior to the first day of the next succeeding Series 2004-1 Interest Rate Period; (l) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2004-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2004-1 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2004-1 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032004-2 Investor Notes only, if after the applicable grace period, either 1 Notes; or (m) any representation made by HVF in the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest any Related Document is false and such false representation materially and adversely affects the interests of the Series 20032004-2 Investor Notes, declare 1 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 20032004-2 Investor 1 Notes. In the case of of (i) any event described in clauses (a) through (oi) above, an Amortization Event with respect to the Series 20032004-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2004-1 Noteholder or (ii) any event described in clauses (j) through (m) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032004-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2004-1 Notes has occurred as of the date of the notice. Amortization Events with respect to the Series 2004-1 Notes described in clauses (h) and (i) above will not be subject to waiver. An Amortization Event with respect to the Series 2004-1 Notes described in clauses (a) through (g) and clauses (j) through (m) above will be subject to waiver in accordance with Section 9.04 of the Base Indenture.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032010-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes: (a) HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032010-2 1 Notes (other than the payments described in clauses (b) and (e) below) when the same becomes due and payable and such default continues for a period of five (5) Business Days; (b) HVF defaults in the payment of any principal of any Class of the Series 2010-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date; (c) a Series 2010-1 Enhancement Deficiency shall exist and continue to exist for at least three (3) Business Days; (d) a Series 2010-1 Liquidity Deficiency shall exist and continue to exist for at least three (3) Business Days; (i) all principal of and interest on the Three-Year Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, (ii) all principal of and interest on the Five-Year Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date or (iii) all principal of and interest on the Seven-Year Notes is not paid in full on or before the Seven-Year Notes Expected Final Payment Date; (f) the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days; (g) the Series 2010-1 Reserve Account, the Series 2010-1 Cash Collateral Account, the Series 2010-1 Excess Collection Account, or any HVF Exchange Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); ) for at least three (b3) Business Days and either a Series 2010-1 Enhancement Deficiency or a Series 2010-1 Liquidity Deficiency would result from excluding the Series 2003-2 Yield Supplement Account shall have become amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two three (3) Business Days; (d) a Days from the Series 20032010-2 Allocated Asset 1 Adjusted Enhancement Amount Deficiency shall occur and continue for at least two Business Days; (e) a or the Series 20032010-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) 1 Adjusted Liquidity Amount, in each case to the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) extent otherwise included in the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%calculation thereof; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first first-priority security interest in the Series 2010-1 Collateral or any of VMSthe Lessee, the Issuer HVF or any Affiliate of either thereof shall so assertasserts in writing; (si) there the occurrence of a Servicer Event of Default; (j) HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been filed against Cendant, PHH, VMS, given to HVF by the Origination Trust, SPV Trustee or to HVF and the Issuer (i) a notice of federal tax Lien from Trustee by the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred Required Noteholders with respect to the Series 20032010-2 Investor Notes only, if after the applicable grace period, either 1 Notes; or (k) any representation made by HVF in the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest any Related Document is false and such false representation materially and adversely affects the interests of the Series 20032010-2 Investor Notes, declare 1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that an Amortization Event has occurred written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 20032010-2 Investor 1 Notes. In the case of of (i) any event described in clauses (a) through (oh) above, an Amortization Event with respect to the Series 20032010-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2010-1 Noteholder or (ii) any event described in clauses (i) through (k) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 20032010-2 Investor Noteholders1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2010-1 Notes has occurred as of the date of the notice. Subject to Section 12.2 of the Base Indenture, (A) the Series 2010-1 Noteholders owning an aggregate Principal Amount of Series 2010-1 Notes in excess of 66-2/3% of the Series 0000-0 Xxxxxxxxx Xxxxxx, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (h) above, and (B) the Required Noteholders with respect to the Series 2010-1 Notes, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event with respect to the Series 2010-1 Notes described in clauses (i) through (k) above. Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to the Series 2010-1 Notes, and any Amortization Event with respect to the Series 2010-1 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon. The Trustee shall provide notice to each Rating Agency then-rating the Series 2010-1 Notes of any waiver by the Series 2010-1 Notes pursuant to this provision. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (h) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032002-2 Investor Notes: (a) the Series 20032002-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032002-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032002-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032002-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032002-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032002-2 Senior Preferred Membership Interests or the Series 20032002-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032002-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 20032002-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032002-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or Date, all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date, or all principal and interest of the Class B Investor Notes is not paid in full on or before the Class B Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032002-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032002-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032002-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032002-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032002-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032002-2 Investor Noteholders.

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 2003-2 Investor 3 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2003-3 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2003-3 Notes:): (a) a Series 2003-3 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2003-3 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (b) the Series 2003-2 3 Liquidity Amount shall be less than the Series 2003-3 Required Liquidity Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (c) the Collection Account, the Series 2003-3 Collection Account, the Series 2003-3 Excess Collection Account or the Series 2003-3 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Class A-1 Notes and the Class A-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Distribution Date or all principal of and interest on the Class A-3 Notes is not paid in full on or before the Class A-3 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2003-3 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2003-3 Enhancement Deficiency would result from excluding such Series 2003-3 Letter of Credit from the Series 2003-3 Enhancement Amount or (y) the Series 2003-2 Yield Supplement 3 Liquidity Amount, excluding therefrom the available amount under such Series 2003-3 Letter of Credit, would be less than the Series 2003-3 Required Liquidity Amount; (i) from and after the funding of the Series 2003-3 Cash Collateral Account, the Series 2003-3 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); Liens permitted under the Related Documents) for at least two (c2) Business Days and either (x) a Series 2003-2 Liquid Credit 3 Enhancement Deficiency shall occur and continue for at least two Business Days;would result from excluding the Series 2003-3 Available Cash Collateral Account Amount from the Series 2003-3 Enhancement Amount or (y) the Series 2003-3 Liquidity Amount, excluding therefrom the Series 2003-3 Available Cash Collateral Amount, would be less than the Series 2003-3 Required Liquidity Amount; and (dj) an Event of Bankruptcy shall have occurred with respect to any Series 2003-3 Letter of Credit Provider or any Series 2003-3 Letter of Credit Provider repudiates its Series 2003-3 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2003-2 Allocated Asset Amount 3 Enhancement Deficiency shall occur and continue for at least two Business Days; (e) a would result from excluding such Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part 3 Letter of the Issuer to declare and pay dividends on Credit from the Series 2003-2 Senior Preferred Membership Interests 3 Enhancement Amount or (y) the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event 3 Liquidity Amount, excluding therefrom the available amount under such Series 2003-3 Letter of Default with respect to Credit, would be less than the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 3 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor NoteholdersLiquidity Amount.

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 20032000-2 Investor 3 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2000-3 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2000-3 Notes) and shall not be subject to waiver: (a) a Series 2000-3 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; PROVIDED, HOWEVER, that such event or condition shall not be an Amortization Event if (i) during such two (2) Business Day period such Series 2000-3 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (b) the Series 20032000-2 3 Liquidity Amount shall be less than the Series 2000-3 Required Liquidity Amount for at least two (2) Business Days; PROVIDED, HOWEVER, that such event or condition shall not be an Amortization Event if (i) during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (c) the Series 2000-3 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Series 2000-3 Notes is not paid in full on or before the Series 2000-3 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2000-3 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2000-3 Enhancement Deficiency would result from excluding such Series 2000-3 Letter of Credit from the Series 2000-3 Enhancement Amount or (y) the Series 20032000-2 Yield Supplement 3 Liquidity Amount, excluding therefrom the available amount under such Series 2000-3 Letter of Credit, would be less than the Series 2000-3 Required Liquidity Amount; (i) from and after the funding of the Series 2000-3 Cash Collateral Account, the Series 2000-3 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (cLiens permitted under the Related Documents) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two (2) Business Days; Days and either (dx) a Series 20032000-2 Allocated Asset 3 Enhancement Deficiency would result from excluding the Series 2000-3 Available Cash Collateral Account Amount Deficiency shall occur and continue for at least two Business Days; from the Series 2000-3 Enhancement Amount or (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fy) the Three Month Average ChargeSeries 2000-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on 3 Liquidity Amount, excluding therefrom the Series 20032000-2 Senior Preferred Membership Interests or 3 Available Cash Collateral Amount, would be less than the Series 20032000-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;3 Required Liquidity Amount; and (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 2003-2 Investor Notes Bankruptcy shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to any Series 2000-3 Letter of Credit Provider or any Series 2000-3 Letter of Credit Provider repudiates its Series 2000-3 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2000-3 Enhancement Deficiency would result from excluding such Series 2000-3 Letter of Credit from the Series 20032000-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee 3 Enhancement Amount or Series 2003-2 Investor Noteholders holding a Majority in Interest of (y) the Series 20032000-2 Investor Notes3 Liquidity Amount, declare that an Amortization Event has occurred with respect to excluding therefrom the available amount under such Series 2000-3 Letter of Credit, would be less than the Series 20032000-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders3 Required Liquidity Amount.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 Investor Notes: (a) the Series 20032009-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032009-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032009-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032009-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032009-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032009-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required Investor NoteholdersNoteholder, written notice thereof; (rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or the Series 20032009-2 Required Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20031999-2 Investor Notes: (a) the Series 20031999-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20031999-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20031999-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20031999-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20031999-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.000.75%; (g) the Three Month Average Residual Value Loss Ratio with respect to any Settlement Date exceeds 12.50%; (h) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (hi) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.006.0%; (ij) the failure on the part of the Issuer to declare and pay dividends on the Series 20031999-2 Senior Preferred Membership Interests or the Series 20031999-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (jk) any Servicer Termination Event shall occur; (kl) any Termination Event shall occur; (lm) an Event of Default with respect to the Series 20031999-2 Investor Notes shall occur; (mn) there is at least $10,000,000 on deposit in the Series 20031999-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20031999-2 Revolving Period; (no) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant ARAC or VMS; (op) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (pq) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20031999-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (qr) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20031999-2 Required Investor Noteholders, written notice thereof; (rs) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (st) there shall have been filed against Cendant, PHHARAC, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (tu) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (uv) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pq) through (uv) above, an Amortization Event will be deemed to have occurred with respect to the Series 20031999-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20031999-2 Investor Noteholders holding a Majority in Interest of the Series 20031999-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20031999-2 Investor NotesNOTES. In the case of any event described in clauses (a) through (op) above, an Amortization Event with respect to the Series 20031999-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20031999-2 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 3 Investor Notes: (a) the Series 20032009-2 3 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032009-2 3 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032009-2 3 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032009-2 3 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032009-2 3 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032009-2 3 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 3 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 3 Investor NoteholdersNoteholder, written notice thereof; (rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 3 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 3 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 3 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 3 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 3 Investor Noteholders.

Amortization Events. If any one or more of the following events shall occur with respect to the Series 2003-2 Investor Notesand be continuing: (a) the Issuer fails to pay in full the Senior Notes Interest due and payable on the Series 20032008-2 Reserve A Notes on any Payment Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of circumstances beyond the Issuer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (b) the Issuer fails to pay in full the principal of the Series 20032008-2 Yield Supplement Account shall have become subject to an injunction, estoppel A Notes on or other stay or a Lien (other than a Permitted Lien)before the Mandatory Redemption Date; (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysany Event of Default occurs; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business DaysServicer Default occurs; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue the amount on deposit in the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is less than the Reserve Required Amount for at least two any three consecutive Business Days; (f) the Three Four Month Average Charge-Off Ratio with respect to Default Percentage as of any Settlement Payment Date exceeds 1.000.75%; (g) the Three Month Rolling Average Paid-In Advance Loss Delinquency Ratio with respect to for any Settlement Payment Date exceeds 1.505.50%; (h) on any Payment Date, the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00Gross Excess Spread Percentage for the related Due Period is less than 3.50%; (i) a Change of Control with respect to a Seller (other than WCF, WVRI or WRDC) occurs without the failure on the part prior satisfaction of the Issuer Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to declare the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the Rating Agency Condition and pay dividends on the Series 2003prior written consent of each Funding Agent and each Non-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsConduit Committed Purchaser; (j) if (i) any Servicer Termination Event shall occurWorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than customary trade payables), (B) any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and the obligations secured by all such Liens) exceed $1,000,000; (k) any Termination Event shall occur[reserved]; (l) the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an Event amount of Default principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with respect Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Series 2003-2 Investor Notes shall occurPrincipal Amount on such date; (m) there is at least $10,000,000 on deposit in an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving PeriodParent Corporation; (n) an Insolvency Event T+L fails to perform under the terms of the Performance Guaranty or any Approved Loan Performance Guaranty, or the Performance Guaranty or any Approved Loan Performance Guaranty shall occur with respect cease to SPV, the Origination Trust, Avis, PHH, Cendant or VMSbe in full force and effect; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before Principal Amount shall at any time exceed the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity DateAdjusted Loan Balance; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) Depositor duly to observe or perform in any material respect any covenants or agreements of the Issuer Depositor set forth in any of the Base Indenture or Facility Documents to which the Depositor is a party (other than any failure described in any other clause of this Indenture Supplement, which Section 10.1) and such failure continues unremedied for a period of 45 30 days after there the earlier of the date on which the Depositor has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remediedany Noteholder; (q) any representation or and warranty made by the Issuer Depositor in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or when delivered, which continues to be incorrect in any material respect for a period of 45 warranty within 30 days after there the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereofany Noteholder; (r) the Indenture Trustee shall Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 4.50% for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assertfour consecutive Payment Dates; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA Securitized Pool Four Month Default Percentage as calculated for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;Payment Date exceeds 0.75%; or (t) one or more judgments or decrees shall be entered against the Issuer involving Three Month Rolling Average Loss to Liquidation Ratio as calculated for any Payment Date exceeds 27.50%; then, in the aggregate a liability case of an event described in any clause except clause (not paid a)(1), (c) or fully covered by insurance(e) of $100,000 the Events of Default in Section 11.1, or more and such judgments clause (b) or decrees shall not have been vacated(m) above, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any Deal Agent at the direction of the Transaction Documents shall ceaseMajority Facility Investors, for or, with respect to an event described in clause (j), (l) or (n), the Deal Agent, at the direction of any reasonFunding Agent or any Non-Conduit Committed Purchaser, by notice given in writing to be in full force the Issuer, the Servicer and effectthe Trustee, other than in accordance with its terms; thenmay declare that an Amortization Event has occurred as of the date of such notice and, in the case of any event described in clause (pa)(1), (c) through or (ue) aboveof the Events of Default in Section 11.1, or clause (b) or (m) of this Section 10.1, an Amortization Event will be deemed to have occurred with respect to occur immediately upon the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest occurrence of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of such event without any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Deal Agent, the Trustee or the Series 2003-2 Investor Noteholdersany other entity.

Amortization Events. If In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any one of the following events shall occur be an Amortization Event with respect to the Series 2003-2 Investor 5 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2003-5 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2003-5 Notes:): (a) a Series 2003-5 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2003-5 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (b) the Series 2003-2 5 Liquidity Amount shall be less than the Series 2003-5 Required Liquidity Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents; (c) the Collection Account, the Series 2003-5 Collection Account, the Series 2003-5 Excess Collection Account or the Series 2003-5 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted LienLiens permitted under the Related Documents); (bd) all principal of and interest on the Class A-1 Notes is not paid in full on or before the Class A-1 Expected Final Distribution Date or all principal of and interest on the Class A-2 Notes is not paid in full on or before the Class A-2 Expected Final Distribution Date; (e) the Trustee shall make a demand for payment under the Surety Bond; (f) the occurrence of an Event of Bankruptcy with respect to the Surety Provider; (g) the Surety Provider fails to pay a demand for payment in accordance with the requirements of the Surety Bond; (h) any Series 2003-5 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2003-5 Enhancement Deficiency would result from excluding such Series 2003-5 Letter of Credit from the Series 2003-5 Enhancement Amount or (y) the Series 2003-2 Yield Supplement 5 Liquidity Amount, excluding therefrom the available amount under such Series 2003-5 Letter of Credit, would be less than the Series 2003-5 Required Liquidity Amount; (i) from and after the funding of the Series 2003-5 Cash Collateral Account, the Series 2003-5 Cash Collateral Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); Liens permitted under the Related Documents) for at least two (c2) Business Days and either (x) a Series 2003-2 Liquid Credit 5 Enhancement Deficiency shall occur and continue for at least two Business Days;would result from excluding the Series 2003-5 Available Cash Collateral Account Amount from the Series 2003-5 Enhancement Amount or (y) the Series 2003-5 Liquidity Amount, excluding therefrom the Series 2003-5 Available Cash Collateral Amount, would be less than the Series 2003-5 Required Liquidity Amount; and (dj) an Event of Bankruptcy shall have occurred with respect to any Series 2003-5 Letter of Credit Provider or any Series 2003-5 Letter of Credit Provider repudiates its Series 2003-5 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2003-2 Allocated Asset Amount 5 Enhancement Deficiency shall occur and continue for at least two Business Days; (e) a would result from excluding such Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part 5 Letter of the Issuer to declare and pay dividends on Credit from the Series 2003-2 Senior Preferred Membership Interests 5 Enhancement Amount or (y) the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event 5 Liquidity Amount, excluding therefrom the available amount under such Series 2003-5 Letter of Default with respect to Credit, would be less than the Series 2003-2 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 5 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor NoteholdersLiquidity Amount.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032004-2 1 Investor Notes: (a) the Series 20032004-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032004-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032004-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032004-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032004-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032004-2 1 Senior Preferred Membership Interests or the Series 20032004-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032004-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 20032004-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032004-2 1 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, AvisAGH, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032004-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032004-2 1 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032004-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032004-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032004-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032004-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032004-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032004-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032011-2 1 Investor Notes: (a) the Series 20032011-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032011-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032011-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032011-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032011-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032011-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2011-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032011-2 Required 1 Investor NoteholdersNoteholder, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or; (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; (v) the failure on the part of the Administrator duly to observe or perform in any material respect any covenants or agreements of the Administrator set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of thirty (30) days after there shall have been given to the Administrator by the Indenture Trustee or the Administrator and the Indenture Trustee by any Series 2011-1 Investor Noteholder, written notice specifying such default and requiring it to be remedied; (w) a Change in Control shall occur; (x) an “event of default” (or any other defined term or event having a similar purpose) under, and as defined in, the PHH Credit Agreement shall have occurred and be continuing; (y) Consolidated Net Worth on the last day of any fiscal quarter of PHH shall be less than $1,000,000,000; (z) the ratio of Indebtedness of PHH and the Subsidiaries to Tangible Net Worth shall exceed 6.5 to 1.0 at any time; or (aa) an Amortization Event shall have occurred with respect to the Series 2010-1 Investor Notes; then, in the case of any event described in clause (p) through (uz) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032011-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032011-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032011-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032011-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032011-2 1 Investor Noteholders.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032001-2 1 Investor Notes: (a) the Series 20032001-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032001-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032001-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032001-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032001-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 20032001-2 1 Senior Preferred Membership Interests or the Series 20032001-2 1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032001-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 20032001-2 1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 20032001-2 1 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 20032001-2 1 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032001-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 20032001-2 1 Investor Noteholders holding a Majority in Interest of the Series 20032001-2 1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 20032001-2 1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 20032001-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032001-2 1 Investor Noteholders.

Amortization Events. If any one or more of the following events shall occur with respect to the Series 2003-2 Investor Notesand be continuing: (a) the Issuer fails to pay in full the Senior Notes Interest due and payable on the Series 20032008-2 Reserve A Notes on any Payment Date and such failure continues for two Business Days; provided,however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of circumstances beyond the Issuer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (b) the Issuer fails to pay in full the principal of the Series 20032008-2 Yield Supplement Account shall have become subject to an injunction, estoppel A Notes on or other stay or a Lien (other than a Permitted Lien)before the Mandatory Redemption Date; (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysany Event of Default occurs; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business DaysServicer Default occurs; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue the amount on deposit in the Reserve Account is less than the Reserve Required Amount for at least two any three consecutive Business Days; (f) the Three Four Month Average Charge-Off Ratio with respect to Default Percentage (x) as of any Settlement Qualifying Payment Date exceeds 1.002.0%, and (y) as of any other Payment Date exceeds 1.5%; (g) the Three Month Rolling Average Paid-In Advance Loss Delinquency Ratio with respect to as calculated for any Settlement Payment Date exceeds 1.505.0%; (h) on any Payment Date, the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00Gross Excess Spread Percentage for the related Due Period is less than 3.50%; (i) a Change of Control with respect to a Seller (other than WCF, WVRI or WRDC) occurs without the failure on the part prior satisfaction of the Issuer Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to declare the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the Rating Agency Condition and pay dividends on the Series 2003prior written consent of each Funding Agent and each Non-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsConduit Committed Purchaser; (j) if (i) any Servicer Termination Event shall occurWorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than customary trade payables), (B) any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and the obligations secured by all such Liens) exceed $1,000,000; (k) any Termination Event shall occur[reserved]; (l) the Notes Principal Amount on any Payment Date (without giving effect to any Increase on such date) exceeds the Borrowing Base Amortization Trigger Amount as of such Payment Date and the Issuer fails on such Payment Date either (i) to pay in full an Event amount of Default principal on the Series 2008-A Notes equal to such excess or (ii) to pledge Loans as Collateral with respect Loan Balances in an amount such that the Borrowing Base Amortization Trigger Amount would have been at least equal to the Series 2003-2 Investor Notes shall occurPrincipal Amount on such date; (m) there is at least $10,000,000 on deposit in an Insolvency Event occurs with respect to any Seller of Series 2008-A Loans or the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving PeriodParent Corporation; (n) an Insolvency Event Wyndham Worldwide fails to perform under the terms of the Performance Guaranty or any Approved Loan Performance Guaranty, or the Performance Guaranty or any Approved Loan Performance Guaranty shall occur with respect cease to SPV, the Origination Trust, Avis, PHH, Cendant or VMSbe in full force and effect; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before Principal Amount shall at any time exceed the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity DateAdjusted Loan Balance; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) Depositor duly to observe or perform in any material respect any covenants or agreements of the Issuer Depositor set forth in any of the Base Indenture or Facility Documents to which the Depositor is a party (other than any failure described in any other clause of this Indenture Supplement, which Section 10.1) and such failure continues unremedied for a period of 45 30 days after there the earlier of the date on which the Depositor has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remediedany Noteholder; (q) any representation or and warranty made by the Issuer Depositor in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or when delivered, which continues to be incorrect in any material respect for a period of 45 warranty within 30 days after there the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereofany Noteholder; (r) the Indenture Trustee shall Securitized Pool Three Month Rolling Average Delinquency Percentage exceeds 5.0% for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assertfour consecutive Payment Dates; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.

Amortization Events. If any one or more of the following events shall occur with respect to the Series 2003-2 Investor Notesand be continuing: (a) the Issuer fails to pay in full the interest due and payable on the Series 20032002-2 Reserve 1 Notes on any Payment Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of a circumstances beyond the Issuer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (b) the Issuer fails to pay in full the principal of the Series 20032002-2 Yield Supplement 1 Notes on or before the Maturity Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such payment in accordance with the Priority of Payments, but such payment cannot be timely made as a result of a circumstances beyond the Issuer’s and the Master Servicer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysany Event of Default occurs under this Supplement; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business DaysServicer Default occurs under the Agreement or this Supplement; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue the amount on deposit in the Reserve Account is less than the Required Reserve Amount for at least two any three consecutive Business Days; (f) the Three Four Month Average Charge-Off Ratio with respect to Default Percentage as of the Payment Date in December 2005 or as of any Settlement Payment Date thereafter exceeds 1.001.25%; (g) the Three Month Rolling Average Paid-In Advance Loss Delinquency Ratio with respect to as calculated for the Payment Date in December 2005 or for any Settlement Payment Date thereafter exceeds 1.504.0%; (h) the Three Month Average Delinquency Ratio with respect Gross Excess Spread for any Due Period ending on or prior to November 13, 2006, is less than 4.50% for any Settlement Due Period; for Due Periods ending after November 13, 2006 this provision shall not apply; except that if any Alternate Investor or Conduit does not extend its Liquidity Termination Date exceeds 7.00%on or before November 13, 2006, this provision shall continue to apply; (i) a Change of Control occurs without the failure on the part prior satisfaction of the Issuer to declare Rating Agency Condition and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or prior written consent of the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsRequired Class Agents; (j) if (i) any Servicer Termination Event shall occurTrendwest Loans are then included in the Series 2002-1 Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than customary trade payables), (B) any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and the obligations secured by all such Liens) exceed $1,000,000; (k) the amount of the Borrowing Base at the end of any Termination Event shall occurDue Period is less than the Notes Principal Amount on that date and the Issuer fails on the following Payment Date to pay in full the amount of principal on the Notes required to reduce the Notes Principal Amount to the Borrowing Base or to increase the Borrowing Base to the Notes Principal Amount; (l) an Insolvency Event of Default occurs with respect to the Series 2003-2 Investor Notes shall occur;Cendant; and (m) there is at least $10,000,000 on deposit Cendant fails to perform under the terms of the Performance Guaranty or the Performance Guaranty shall cease to be in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Periodfull force and effect; (n) an Insolvency Event The Notes Principal Amount shall occur with respect to SPV, at any time exceed the Origination Trust, Avis, PHH, Cendant or VMSSeries 2002-1 Adjusted Loan Balance; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure Failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) Depositor duly to observe or perform in any material respect any covenants or agreements of the Issuer Depositor set forth in any of the Base Indenture or this Indenture Supplement, Facility Documents to which the Depositor is a party and such failure continues unremedied for a period of 45 30 days after there the earlier of the date on which the Depositor has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;any Noteholder; or (qp) any Any representation or and warranty made by the Issuer Depositor in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or when delivered, which continues to be incorrect in any material respect for a period of 45 warranty within 30 days after there the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholdersany Noteholder; then, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or case of an event described in any of VMS, the Issuer or any Affiliate of either thereof shall so assert; clause except clause (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(nc) of the Internal Revenue Code Events of Default in Section 10.01 or Section 302(fclause (l) above, the Deal Agent at the direction of ERISA for a failure the Majority Facility Investors, or, with respect to make a required installment an event described in clause (j) or other payment (k), the Deal Agent, at the direction of any Class Agent or, with respect to clause (h) if such provision applies after November 13, 2006, the Deal Agent at the direction of the Class Agent or Class Agents which have not extended their Liquidity Termination Dates to a plan date on or after November 13, 2006, by notice given in writing to which either the Issuer, the Master Servicer and the Trustee, may declare that an Amortization Event has occurred as of the date of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pc) through of the Events of Default in Section 10.01, or clause (ul) aboveof this Section 9.01, an Amortization Event will be deemed to have occurred with respect to occur immediately upon the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest occurrence of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of such event without any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Deal Agent, the Trustee or the Series 2003-2 Investor Noteholdersany other entity.

Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occur be Amortization Events with respect to the Series 20032010-2 Investor 1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2010-1 Notes: (a) ZVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 20032010-2 Reserve 1 Notes (other than the payments described in clauses (e) and (f) below) when the same becomes due and payable and such default continues for a period of three (3) Business Days; (b) a Change of Control shall have occurred; (c) a Series 2010-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days; (d) a Series 2010-1 Liquidity Deficiency shall occur and continue for at least three (3) Business Days; (e) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Expected Final Payment Date; (f) all principal of and interest on the Series 2010-1 Notes is not paid in full on or before the Series 2010-1 Commitment Termination Date; (g) [reserved]; (h) the Series 2010-1 Asset Amount shall be less than the Series 2010-1 Required Asset Amount for at least three (3) Business Days; (i) the Principal Deficit Amount shall be greater than zero; (j) the Collection Account, any Collateral Account, any Series 2010-1 Series Account, the Series 2010-1 Distribution Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)) and 30 days shall have elapsed without such Lien having been released or discharged; (bA) the Series 20032010-2 Yield Supplement 1 Reserve Account shall have become be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); ) for at least three (c3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Reserve Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 20032010-2 Liquid Credit 1 Enhancement Deficiency shall occur and continue for at least two Business Days; would result from excluding the Series 2010-1 Available Reserve Account Amount from the Series 2010-1 Enhancement Amount or (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (fy) the Three Month Average ChargeSeries 2010-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on 1 Adjusted Liquidity Amount, excluding therefrom the Series 20032010-2 Senior Preferred Membership Interests or 1 Available Reserve Account Amount, would be less than the Series 20032010-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur1 Required Liquidity Amount; (l) an Event from and after the funding of Default with respect to the Series 20032010-2 Investor Notes 1 Cash Collateral Account, (A) the Series 2010-1 Cash Collateral Account shall occurbe subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days or (B) the Trustee shall cease to have a valid and perfected first priority security interest in the Series 2010-1 Cash Collateral Account Collateral (or any of the Lessee, ZVF or any Affiliate of either so asserts in writing) and, in each case, either (x) a Series 2010-1 Enhancement Deficiency would result from excluding the Series 2010-1 Available Cash Collateral Account Amount from the Series 2010-1 Enhancement Amount or (y) the Series 2010-1 Adjusted Liquidity Amount, excluding therefrom the Series 2010-1 Available Cash Collateral Account Amount, would be less than the Series 2010-1 Required Liquidity Amount; (m) there is ZVF shall fail to acquire and maintain in force one or more Series 2010-1 Interest Rate Caps at least $10,000,000 on deposit the times and in the notional amounts required by the terms of Section 3.12 of this Series 2003Supplement or at any time any such Series 2010-2 Principal Collection Subaccount on two consecutive Settlement Dates during 1 Interest Rate Caps shall fail to be enforceable against the Series 2003-2 Revolving Periodapplicable Interest Rate Cap Provider; (n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2010-1 Collateral (other than the Series 2010-1 Reserve Account Collateral and the Series 2010-1 Cash Collateral Account Collateral) or any of VMSthe Lessee, the Issuer ZVF or any Affiliate of either so asserts in writing; (o) ZVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document (other than any covenants described in clause (s) below) and the failure to so comply materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days, in the case of either of the foregoing clauses (x) or (y), after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes; (p) any representation made by ZVF in the Indenture, this Series Supplement or any other Related Document is false and such false representation materially and adversely affects the interests of the Series 2010-1 Noteholders and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which ZVF obtains knowledge thereof or (ii) the date that written notice thereof is given to ZVF by the Trustee or to ZVF and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes; (q) the Administrator fails to comply with any of its other agreements or covenants in, or provisions of, any Related Document (other than any covenants described in clause (s) below) or any representation made by the Administrator in any Related Document is false and the failure to so assertcomply or such false representation, as the case may be, materially and adversely affects the interests of the Series 2010-1 Noteholders and continues to materially and adversely affect the interests of the Series 2010-1 Noteholders for a period of thirty (30) days after the earlier of (i) the date on which the Administrator obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee or to the Administrator and the Trustee by the Administrative Agent or the Required Noteholders with respect to the Series 2010-1 Notes; (r) [reserved]; (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV Administrator or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under ZVF fails to comply with any covenant contained in Section 412(n) 8.02 of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;Series 2010-1 Note Purchase Agreement; or (t) one or more judgments or decrees a Servicer Event of Default shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee and be continuing for a period of at least thirty (30) days without cure or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Noteswaiver. In the case of of (i) any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032010-2 Investor 1 Notes will be deemed to have occurred immediately occur without any notice or other action on the part of the Indenture Trustee or any Series 2010-1 Noteholder or (ii) any event described in clauses (o) through (t) above, either the Trustee may, by written notice to ZVF, or the Required Noteholders, may by written notice to ZVF and the Trustee, declare that an Amortization Event with respect to the Series 20032010-2 Investor Noteholders1 Notes has occurred as of the date of the notice. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (a) through (l), (n), (o) (with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (q) and (s) above may be waived solely with the written consent of Series 2010-1 Noteholders holding 100% of the Series 2010-1 Principal Amount in accordance with Section 9.4 of the Base Indenture. An Amortization Event with respect to the Series 2010-1 Notes described in clauses (m), (o) (other than with respect to any agreement, covenant or provision in the Series 2010-1 Notes, the Indenture, this Series Supplement or any other Related Document the amendment or modification of which requires the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount or which otherwise prohibits ZVF from taking any action without the consent of Series 2010-1 Noteholders holding more than 50% of the Series 2010-1 Principal Amount), (p) and (t) may be waived by the Required Noteholders with respect to the Series 2010-1 Notes in accordance with Section 9.4 of the Base Indenture. Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2010-1 Notes described in clause (n) above shall be curable at any time.

Amortization Events. If any one of the following events shall occur with respect to the Series 20032010-2 1 Investor Notes: (a) the Series 20032010-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032010-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032010-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032010-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032010-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032010-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest the failure on the part of the Class A-1 Investor Notes is not paid in full Issuer to pay any Commitment Fee or any Series 2010-1 Monthly Interest due and payable on or before the Class A-1 Maturity any Payment Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Datewhich failure continues unremedied for two Business Days; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (q) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 thirty (30) days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032010-2 Required 1 Investor NoteholdersNoteholder, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (s) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 thirty (30) days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2003-2 Investor Noteholders.;

Amortization Events. If any one of the following events shall occur with respect to the Series 20032009-2 1 Investor Notes: (a) the Series 20032009-2 1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (b) the Series 20032009-2 1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien); (c) a Series 20032009-2 1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days; (d) a Series 20032009-2 1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days; (e) a Series 20032009-2 1 Yield Supplement Deficiency shall occur and continue for at least two Business Days; (f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%; (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%; (h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%; (i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests Loan Principal Amount on any Payment Settlement Date in accordance with their termsis less than the Aggregate Invested Amount on such Settlement Date; (j) any Servicer Termination Event shall occur; (k) any Termination Event shall occur; (l) an Event of Default with respect to the Series 20032009-2 1 Investor Notes shall occur; (m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period; (n) an Insolvency Event shall occur with respect to SPV, Holdings, the Origination Trust, AvisVMS, PHH Sub 1, PHH Sub 2 or PHH, Cendant or VMS; (n) a Lease Rate Cap Event shall occur and continue for two Business Days; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture SupplementSupplement (other than any such failure that constitutes a Lease Rate Cap Event), which failure continues unremedied for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 1 Investor NoteholdersNoteholder, written notice specifying such default and requiring it to be remedied; (qp) any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 30 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the any Series 20032009-2 Required 1 Investor NoteholdersNoteholder, written notice thereof; (rq) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert; (sr) there shall have been filed against CendantPHH, PHHPHH Sub 1, PHH Sub 2, VMS, the Origination Trust, SPV Holdings or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n430(k) of the Internal Revenue Code or Section 302(f303(k) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ts) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ut) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (po) through (ut) above, an Amortization Event will be deemed to have occurred with respect to the Series 20032009-2 1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest of the Series 20032009-2 1 Required Investor NotesNoteholders, declare that an Amortization Event has occurred with respect to the Series 20032009-2 1 Investor Notes. In the case of any event described in clauses (a) through (on) above, an Amortization Event with respect to the Series 20032009-2 1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 20032009-2 1 Investor Noteholders.

Amortization Events. If any one or more of the following events shall occur with respect to the Series 2003-2 Investor Notesand be continuing: (a) the Issuer fails to pay in full the interest due and payable on the Series 20032002-2 Reserve 1 Notes on any Payment Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of a circumstances beyond the Issuer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (b) the Issuer fails to pay in full the principal of the Series 20032002-2 Yield Supplement 1 Notes on or before the Maturity Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such payment in accordance with the Priority of Payments, but such payment cannot be timely made as a result of a circumstances beyond the Issuer’s and the Master Servicer’s control, the grace period shall have become subject be extended to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien)three Business Days; (c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Daysany Event of Default occurs under this Supplement; (d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business DaysServicer Default occurs under the Agreement or this Supplement; (e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue the amount on deposit in the Reserve Account is less than the Required Reserve Amount for at least two any three consecutive Business Days; (f) the Three Four Month Average Charge-Off Ratio with respect to Default Percentage as of the Payment Date in December 2005 or as of any Settlement Payment Date thereafter exceeds 1.001.25%; (g) the Three Month Rolling Average Paid-In Advance Loss Delinquency Ratio with respect to as calculated for the Payment Date in December 2005 or for any Settlement Payment Date thereafter exceeds 1.504.0%; (h) the Three Month Average Delinquency Ratio with respect Gross Excess Spread for any Due Period ending on or prior to November 13, 2006, is less than 4.50% for any Settlement Due Period; for Due Periods ending after November 13, 2006 this provision shall not apply; except that if any Alternate Investor or Conduit does not extend its Liquidity Termination Date exceeds 7.00%on or before November 13, 2006, this provision shall continue to apply; (i) a Change of Control occurs without the failure on the part prior satisfaction of the Issuer to declare Rating Agency Condition and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or prior written consent of the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their termsRequired Class Agents; (j) if (i) any Servicer Termination Event shall occurTrendwest Loans are then included in the Series 2002-1 Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than customary trade payables), (B) any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and the obligations secured by all such Liens) exceed $1,000,000; (k) the amount of the Borrowing Base at the end of any Termination Event shall occurDue Period is less than the Notes Principal Amount on that date and the Issuer fails on the following Payment Date to pay in full the amount of principal on the Notes required to reduce the Notes Principal Amount to the Borrowing Base or to increase the Borrowing Base to the Notes Principal Amount; (l) an Insolvency Event of Default occurs with respect to the Series 2003-2 Investor Notes shall occurParent Corporation; (m) there is at least $10,000,000 (i) prior to the Effective Date, Cendant fails to perform under the terms of the Cendant Guaranty or the Cendant Guaranty shall cease to be in full force and effect or (ii) on deposit or after the Effective Date, Wyndham Worldwide fails to perform under the terms of the Wyndham Worldwide Guaranty or the Wyndham Worldwide Guaranty shall cease to be in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Periodfull force and effect; (n) an Insolvency Event The Notes Principal Amount shall occur with respect to SPV, at any time exceed the Origination Trust, Avis, PHH, Cendant or VMSSeries 2002-1 Adjusted Loan Balance; (o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date; (p) failure Failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) Depositor duly to observe or perform in any material respect any covenants or agreements of the Issuer Depositor set forth in any of the Base Indenture or this Indenture Supplement, Facility Documents to which the Depositor is a party and such failure continues unremedied for a period of 45 30 days after there the earlier of the date on which the Depositor has actual knowledge of the failure and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;any Noteholder; or (qp) any Any representation or and warranty made by the Issuer Depositor in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee Facility Document shall prove to have been incorrect in any material respect when made and the Depositor is not in compliance with such representation or when delivered, which continues to be incorrect in any material respect for a period of 45 warranty within 30 days after there the earlier of the date on which the Depositor has actual knowledge of such breach and the date on which written notice of such breach requiring that such breach be remedied, shall have been given to the Issuer Depositor by the Indenture Issuer, the Trustee or the Issuer and the Indenture Trustee by the Series 2003-2 Required Investor Noteholdersany Noteholder; then, written notice thereof; (r) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or case of an event described in any of VMS, the Issuer or any Affiliate of either thereof shall so assert; clause except clause (s) there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(nc) of the Internal Revenue Code Events of Default in Section 10.01, or Section 302(fclause (l) above, the Deal Agent at the direction of ERISA for a failure the Majority Facility Investors, or, with respect to make a required installment an event described in clause (j) or other payment (k), the Deal Agent, at the direction of any Class Agent or, with respect to clause (h) if such provision applies after November 13, 2006, the Deal Agent at the direction of the Class Agent or Class Agents which have not extended their Liquidity Termination Dates to a plan date on or after November 13, 2006, by notice given in writing to which either the Issuer, the Master Servicer and the Trustee, may declare that an Amortization Event has occurred as of the date of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (t) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (u) any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms; then, in the case of any event described in clause (pc) through of the Events of Default in Section 10.01, or clause (ul) aboveof this Section 9.01, an Amortization Event will be deemed to have occurred with respect to occur immediately upon the Series 2003-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in Interest occurrence of the Series 2003-2 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2003-2 Investor Notes. In the case of such event without any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2003-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Deal Agent, the Trustee or the Series 2003-2 Investor Noteholdersany other entity.