0000950123-10-019305 Sample Contracts

FLEET LEASING RECEIVABLES TRUST (the “Trust”) and PHH VEHICLE MANAGEMENT SERVICES INC. (the “Originator”) and PHH FLEET LEASE RECEIVABLES L.P. (the “Seller”) and MERRILL LYNCH CANADA INC., CIBC WORLD MARKETS INC., RBC DOMINION SECURITIES INC. and...
Agency Agreement • March 1st, 2010 • PHH Corp • Miscellaneous business credit institution • Ontario

THIS AGENCY AGREEMENT (this “Agency Agreement”) dated as of January 25, 2010, among BNY TRUST COMPANY OF CANADA, in its capacity as trustee of FLEET LEASING RECEIVABLES TRUST (in such capacity, the “Trust”), by PHH VEHICLE MANAGEMENT SERVICES INC., in its capacity as financial services agent of the Trust , PHH VEHICLE MANAGEMENT SERVICES INC., in its capacity as originator (the “Originator”) of certain leases that will be transferred to the Trust as security for the Notes (as defined herein), PHH FLEET LEASE RECEIVABLES L.P. (the “Seller”) and MERRILL LYNCH CANADA INC., CIBC WORLD MARKETS INC., RBC DOMINION SECURITIES INC. and SCOTIA CAPITAL INC. (collectively, the “Agents”).

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TRUST INDENTURE between FLEET LEASING RECEIVABLES TRUST by BNY TRUST COMPANY OF CANADA as Issuer Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA as Indenture Trustee Made as of November 16, 2009
Trust Indenture • March 1st, 2010 • PHH Corp • Miscellaneous business credit institution • Ontario

TRUST INDENTURE made as of November 16, 2009, between BNY TRUST COMPANY OF CANADA, a trust company established under the laws of Canada and licensed to carry on business in each of the provinces and territories of Canada in its capacity as trustee of FLEET LEASING RECEIVABLES TRUST, a trust established under the laws of the Province of Ontario pursuant to a declaration of trust made November 2, 2009 as amended and restated on November 16, 2009 (in such capacity, the “Trust”), and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company established under the laws of Canada and licensed to carry on business in each of the provinces and territories of Canada.

FLEET LEASING RECEIVABLES TRUST (the “Trust”) and PHH VEHICLE MANAGEMENT SERVICES INC. (the “Originator”) and PHH FLEET LEASE RECEIVABLES L.P. (the “Seller”) and MERRILL LYNCH CANADA INC. and BANC OF AMERICA SECURITIES LLC (the “Agents”)
Agency Agreement • March 1st, 2010 • PHH Corp • Miscellaneous business credit institution • Ontario

THIS AGENCY AGREEMENT (this “Agency Agreement”) dated as of January 25, 2010, among BNY TRUST COMPANY OF CANADA, in its capacity as trustee of FLEET LEASING RECEIVABLES TRUST (in such capacity, the “Trust”), by PHH VEHICLE MANAGEMENT SERVICES INC., in its capacity as financial services agent of the Trust , PHH VEHICLE MANAGEMENT SERVICES INC., in its capacity as originator (the “Originator”) of certain leases that will be transferred to the Trust as security for the Notes (as defined herein), PHH FLEET LEASE RECEIVABLES L.P. (the “Seller”) and MERRILL LYNCH CANADA INC. and BANC OF AMERICA SECURITIES LLC (collectively, the “Agents”).

FLEET LEASING RECEIVABLES TRUST as Purchaser and PHH FLEET LEASE RECEIVABLES L.P. as Seller and PHH VEHICLE MANAGEMENT SERVICES INC. as Servicer and PHH CORPORATION as Performance Guarantor TRUST PURCHASE AGREEMENT January 27, 2010
Trust Purchase Agreement • March 1st, 2010 • PHH Corp • Miscellaneous business credit institution • Ontario

TRUST PURCHASE AGREEMENT made as of January 27, 2010 among BNY TRUST COMPANY OF CANADA in its capacity as trustee of FLEET LEASING RECEIVABLES TRUST, a trust established under the laws of the Province of Ontario pursuant to a Declaration of Trust dated November 2, 2009, as amended and restated on November 16, 2009 and as further amended on January 27, 2010 (the “Trust”), PHH FLEET LEASE RECEIVABLES L.P., a limited partnership formed under the laws of Manitoba (the “Seller”), PHH VEHICLE MANAGEMENT SERVICES INC., a corporation amalgamated under the laws of Canada (“PHH VMS”) as initial Servicer, and PHH CORPORATION, a corporation incorporated under the laws of the State of Maryland (the “Performance Guarantor”).

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