Exhibit 4.14


 


EXECUTION COPY


 


 


FOURTH AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND


SERVICING AGREEMENT


Dated as of April 13, 2006


 


among


 


NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP


as Lessor,


 


Vanguard Car Rental USA Inc.,


as Lessee and as Servicer,


 


and those direct and indirect subsidiaries


of Vanguard Car Rental USA Holdings Inc.


from time to time


becoming Lessees hereunder


 


and


 


Vanguard Car Rental USA Holdings Inc.,


as Guarantor


 


AS SET FORTH IN SECTION 21 HEREOF, THE LESSOR HAS ASSIGNED TO
THE


TRUSTEE (AS DEFINED HEREIN) ALL OF THE LESSOR’S RIGHT, TITLE AND


INTEREST IN AND TO THIS LEASE. TO THE EXTENT, IF ANY, THAT THIS


LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE


UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE


JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED


THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER


THAN THE ORIGINAL EXECUTED COUNTERPART, WHICH SHALL BE


IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR


EXECUTED BY THE TRUSTEE ON THE SIGNATURE PAGE THEREOF.


 


THIS IS NOT THE ORIGINAL EXECUTED COUNTERPART NO. 1


 

















 


FOURTH AMENDED AND RESTATED MASTER
MOTOR VEHICLE LEASE


AND SERVICING AGREEMENT


 


This Fourth
Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (the “Base
Lease” and, as supplemented by the Lease Annex delivered hereunder, this “Lease”
or the “Group I Lease”), dated as of April 13, 2006, is by and
among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP., a special purpose
Delaware limited partnership (the “Lessor”), VANGUARD CAR RENTAL USA
INC., a Delaware corporation (together with its successors and permitted
assigns, “Vanguard”), as a Lessee and as servicer (in such capacity, the
“Servicer”), and those direct and indirect subsidiaries of Vanguard Car
Rental USA Holdings Inc., from time to time becoming Lessees hereunder pursuant
to Section 29 hereof (each, an “Additional Lessee”), as
Lessees (Vanguard and each of the Additional Lessees, in its respective
capacity as a Lessee, a “Lessee” and, collectively, the “Lessees”)
and Vanguard Car Rental USA Holdings Inc., a Delaware corporation (“Vanguard
Holdings”), as guarantor (in such capacity, the “Guarantor”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, the
parties hereto have entered into that certain Third Amended and Restated Master
Motor Vehicle Lease and Servicing Agreement, dated as of March 4, 2005 (as
previously amended and as supplemented by the Lease Annexes thereto, the “Original
Lease”); and


 


WHEREAS, the
Lessor intends to purchase Eligible Vehicles with the proceeds obtained by the
issuance of its Series 1999-1 Notes and each other Series of Notes,
if any, other than any Segregated Series of Notes (collectively, the “Group
I Notes”): and


 


WHEREAS, the
parties hereto desire to amend and restate the Original Lease in its entirety.


 


NOW, THEREFORE, in
consideration of the foregoing premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree that the Original Lease shall be and hereby is
amended and restated in its entirety to read as follows:


 


SECTION 1.                                CERTAIN
DEFINITIONS.


 


Section 1.1.                                   Certain
Definitions. As used in this Lease and unless the context requires a
different meaning, capitalized terms not otherwise defined herein or in the
Annex hereto shall have the meanings assigned to such terms in the Definitions
List, attached as Schedule 1 to the Fifth Amended and Restated Base
Indenture, of even date herewith, (as the same may be amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms,
the “Base Indenture”), between the Lessor and The Bank of New York, as
trustee, as in effect on the date hereof and as such


 

















 


Schedule 1 has been,
for purposes of the Group I Notes, supplemented by the Fifth Amended and
Restated Series Supplement relating to the Series 1999-1 Notes the “Series 1999-1
Supplement” and, together with other Series Supplements relating to
Group I Notes, the “Group I Supplements”) and may be further amended, supplemented,
restated or otherwise modified from time to time in accordance with the terms
of the Base Indenture (the “Definitions List”). Capitalized terms not
defined herein and defined in a Group I Supplement as well as Schedule 1
to the Base Indenture shall, unless the context otherwise requires, have the
meanings assigned to such terms in such Group I Supplement.


 


Section 1.2.                                   Accounting
and Financial Determinations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
accounting computation is required to be made, for the purpose of this Lease,
such determination or calculation shall, to the extent applicable, be made in
accordance with GAAP applied on a Consistent Basis except insofar as:


 


(a)                                  a
Lessee or the Guarantor shall have elected (with the concurrence of its
independent public accountants and upon prior written notification to the
Lessor and the Trustee) to adopt more recently promulgated GAAP (which election
shall continue to be effective for subsequent years); and


 


(b)                                 the
Lessor shall have consented to such election.


 


Upon a change in
the manner in which GAAP would be applied on a Consistent Basis which becomes
effective after the date hereof and which would have a material effect on a
Lessee’s or the Guarantor’s consolidated financial statements and the assets
and liabilities reflected therein or otherwise affect the application or effect
of the terms of this Lease, such change shall not be given effect for purposes
hereof unless the Lessor shall have consented to such change. The Trustee, the
Lessor, the Guarantor and the Lessees shall, as applicable, in good faith
negotiate to amend the pertinent provisions of this Lease to account for such
change to the extent appropriate to effect the substance thereof as of the date
hereof.


 


Section 1.3.                                   Cross
References; Headings. The words “hereof”, “herein” and “hereunder” and
words of similar import when used in this Lease shall refer to this Lease as a
whole and not to any particular provision of this Lease. Annex, Section, Schedule and
Exhibit references contained in this Lease are references to Annexes,
Sections, Schedules and Exhibits in or to this Lease unless otherwise specified.
Any reference in any Section or definition to any clause is, unless
otherwise specified, to such clause of such Section or definition. The
various headings in this Lease are inserted for convenience only and shall not
affect the meaning or interpretation of this Lease or any provision hereof.


 


Section 1.4.                                   Interpretation.
In this Lease, unless the context otherwise requires:


 

















 


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


 


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


 


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


 


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


 


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


 


(f)                                    “or”
is not exclusive;


 


(g)                                 provisions
apply to successive events and transactions; and


 


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


 


SECTION 2.                                GENERAL
AGREEMENT. (a) As specified in the Lease Annex, the Lessees and the
Lessor intend that this Lease be a true lease. The Lessee is assuming the
existing liabilities and obligations under this Lease immediately before this
amendment and restatement in addition to those accruing from the date of this
amendment and restatement.


 


(b)                                 The
Lessor and the Lessee intend that for all purposes (including, but not limited
to, financial accounting and regulatory accounting purposes and for purposes of
any foreign corporation, business registration or doing business statutes), (A) this
Lease, together with the Master Collateral Agency Agreement will be treated as
an “operating lease” pursuant to Statement of Financial Accounting Standards No. 13,
as amended, (B) the Lessor will be treated as the owner and lessor of the
Vehicles, and (C) the Lessee thereof will be treated as the lessee of the
Vehicles.


 


Section 2.1.                                   Leasing
of Vehicles. (a) General. From time to time, subject to the
terms and conditions hereof, the Lessor agrees to lease to each Lessee and each
Lessee agrees to lease from the Lessor the Refinanced Vehicles and each
additional Vehicle identified in Vehicle Orders (as defined below) produced
from time to time by such Lessee, listing Vehicles ordered by such Lessee from
Manufacturers, dealers or other sellers, as agent for the Lessor, pursuant to
the terms of any applicable Manufacturer Programs or otherwise. The Lessor
shall make available to the Lessees under this Lease Vehicles for lease to the
Lessees hereunder, subject to and in accordance with the terms hereof
(including Sections 2.3 and 4 hereof) and of the Indenture.


 

















 


Notwithstanding anything
to the contrary contained in this Lease, the Lessor shall not be obligated to
acquire or lease to the Lessees any Vehicle that is not an Eligible Vehicle.
However, the preceding sentence shall not affect the obligations of the Lessees
or the Guarantor with respect to any Vehicles leased hereunder.


 


(b)                                 Refinanced
Vehicles. On or prior to the applicable Vehicle Funding Date, the Lessor,
if it desires to lease Refinanced Vehicles to a Lessee under this Lease, shall
prepare or, as applicable, cause such Lessee to prepare, and upon request of the
Lessor, make available to the Lessor, a schedule as set forth in Attachment
A-1 hereto containing information concerning the Refinanced Vehicles of the
Lessor to be leased to such Lessee under this Lease on such Vehicle Funding
Date (each such schedule, a “Refinanced Vehicle Schedule”).


 


(c)                                  Program
Vehicles. On or prior to the applicable Vehicle Funding Date, each Lessee
desiring to lease Program Vehicles (other than Refinanced Vehicles) under this
Lease shall prepare and, upon request of the Lessor, make available to the
Lessor (i) a summary of each such additional Program Vehicle to be leased hereunder
by such Lessee (including, in the case of each such Program Vehicle subject to the
GM Repurchase Program, the Designated Period for such Program Vehicle) and the Capitalized
Cost thereof, (ii) a schedule containing the information with respect
to the Vehicles included within the related Vehicle order summaries in the form
set forth in Attachment A-2 hereto, or in such form as is otherwise
requested by the Lessor (each such Vehicle order summary and each Refinanced
Vehicle Schedule, a “Vehicle Order”), and (iii) the Manufacturer’s
invoice. In addition, the applicable Lessee shall provide such other
information regarding Program Vehicles as the Lessor may reasonably require
from time to time. This Lease, together with the Manufacturer Programs and other
incentive programs relating to such Vehicles, the Master Collateral Agency
Agreement and any other related documents attached to this Lease or submitted
with a Vehicle Order (collectively, the “Supplemental Documents”), will
constitute the entire agreement regarding the leasing of Program Vehicles by
the Lessor to the Lessees.


 


(d)                                 Non-Program
Vehicles. On or prior to the applicable Vehicle Funding Date, each Lessee
desiring to lease Non-Program Vehicles (other than Refinanced Vehicles or Used
Vehicles) under this Lease shall prepare and, upon request of the Lessor, make
available to the Lessor (i) a summary of each such additional Non-Program
Vehicle to be leased hereunder by such Lessee and the Capitalized Cost thereof,
(ii) a Vehicle Order for such Non-Program Vehicles and (iii) an
invoice for the Capitalized Cost of such Non-Program Vehicles. In addition, the
applicable Lessee shall provide such other information regarding Non-Program
Vehicles as the Lessor may reasonably require from time to time. This Lease,
together with any Supplemental Documents related to or submitted with a Vehicle
Order will constitute the entire agreement regarding the leasing of such
Non-Program Vehicles by the Lessor to the Lessees.


 


(e)                                  Used
Vehicles. Either concurrently with the execution and delivery of this Lease
or after the date of this Lease on or prior to the applicable Vehicle


 

















 


Funding Date, any Lessee
may request that the Lessor purchase a used Non-Program Vehicle (other than a
Refinanced Vehicle) from a licensed independent automobile dealer, through an
auction, from a manufacturer or pursuant to another vehicle sale (a “Used
Vehicle”) for a purchase price equal to the Capitalized Cost of such Used
Vehicle, in which event such Lessee shall, immediately upon the consummation of
such sale, lease such Used Vehicle from the Lessor pursuant to this Lease (each
such transaction is referred to as a “Used Vehicle Transaction”). In
connection with each Used Vehicle Transaction, to evidence the conveyance of
the Used Vehicles from the applicable seller to the Lessor, the applicable
Lessee shall have obtained the original Certificate of Title for each Used
Vehicle and shall prepare or obtain and, upon request of the Lessor, make
available to the Lessor, the following:


 


(i)                                     a
Vehicle Order with respect to all Used Vehicles involved in such Used Vehicle
Transaction; and


 


(ii)                                  a
bill of sale or other instrument of transfer customarily used in the wholesale
motor vehicle resale market conveying title to the Used Vehicles to the Lessor,
and copies of any certificate given by the related auction house, if any,
regarding the absence of liens and/or the ownership of each such Used Vehicle.


 


After any purchase of
Used Vehicles by the Lessor under this Section 2.1(e), such Used
Vehicles will be subject to all the terms and conditions of this Agreement.
Promptly following such Used Vehicle Transaction, the applicable Lessee shall
complete and deliver an application to retitle such Used Vehicle in the name of
the Lessor and to have noted thereon the Master Collateral Agent’s security
interest in such Used Vehicle pursuant to the Master Collateral Agency
Agreement.


 


Section 2.2.                                   Right
of Lessee to Act as Lessor’s Agent; Titling of Vehicles in the Name of Nominees.
(a) The Lessor agrees that each Lessee and the Servicer may act as the
Lessor’s agent in placing Vehicle Orders on behalf of the Lessor, conducting
pre-delivery inspection, titling and liening of Vehicles, filing claims on
behalf of the Lessor for damage in transit, and other delivery claims related
to the Vehicles leased hereunder, facilitating payment for Vehicles leased
hereunder and performing any other duties of the Servicer hereunder; provided,
however, that the Lessor may hold the applicable Lessee or the Servicer
liable for losses due to such Lessee’s or the Servicer’s actions in performing
as the Lessor’s agent hereunder. In addition, the Lessor agrees that each
Lessee may make arrangements for delivery of Vehicles leased by such Lessee
hereunder to a location selected by such Lessee at such Lessee’s expense to the
extent that any such expense has not been included in the Capitalized Cost of
such Vehicle. Each Lessee agrees to accept Vehicles leased by such Lessee as
produced and delivered, except that each Lessee will have the option to reject
upon delivery any such Program Vehicle that may be rejected pursuant to the
terms of the applicable Manufacturer Program, or any such Non-Program Vehicle
in accordance with the Lessee’s customary business practices, and any such
Vehicle, if rejected, will be deemed a Casualty hereunder to the extent the
Lessor has paid the Capitalized Cost thereof to the


 

















 


Manufacturer, dealer or
other seller thereof or has reimbursed the applicable Lessee for funds expended
by such Lessee to pay the Capitalized Cost in respect of such Vehicle in the
name of the Lessor. Each Lessee or the Servicer (as applicable), acting as
agent for the Lessor, shall be responsible for pursuing any rights of the
Lessor with respect to the return of any such related Vehicle to the
Manufacturer, dealer or other seller thereof pursuant to the preceding
sentence. Each of the Lessees and the Servicer agrees that all Program Vehicles
ordered as provided herein shall be ordered utilizing the procedures consistent
with the applicable Manufacturer Program.


 


(b)                                 Notwithstanding
any provision in this Lease to the contrary, any Vehicle titled in the name of
a nominee for the Lessor pursuant to a vehicle title nominee agreement with
respect to which the Rating Agency Confirmation Condition has been satisfied
with respect to each Series of Group I Notes shall nonetheless be deemed
for purposes of this Lease and the Base Indenture to be titled in the name of
the Lessor.


 


Section 2.3.                                   Payment
of Purchase Price by Lessor; Certain Additional Payments to the Servicer. (a) Refinanced
Vehicles on Lease Commencement Date. With respect to the Refinanced
Vehicles being refinanced on the Lease Commencement Date, subject to
satisfaction of the requirements of Section 4, the Lessor, on the
Lease Commencement Date, shall pay to the party specified in the Payoff Letter
an amount equal to the aggregate Net Book Value as of the Lease Commencement
Date of the Refinanced Vehicles which are designated in the Payoff Letter as
being refinanced under the Indenture and leased hereunder on the Lease
Commencement Date.


 


(b)                                 Other
Refinanced Vehicles. On any Vehicle Funding Date after the Lease
Commencement Date on which the Lessor desires to refinance Refinanced Vehicles the Lessor, subject
to satisfaction of the requirements of Section 4, on the related
Vehicle Funding Date, shall pay to or as directed by the related Beneficiary an
amount equal to the aggregate Net Book Value as of such Vehicle Funding Date of
such Refinanced Vehicles.


 


(c)                                  Vehicles
Other than Refinanced Vehicles. Upon satisfaction of the requirements of Section 2.1
in respect of any Vehicle, then on or prior to the Vehicle Funding Date
proposed in the related Vehicle Order for such Vehicle, but not more than five
Business Days prior to such proposed Vehicle Funding Date, the Lessor or its
agent, subject to satisfaction of the requirements of Section 4,
shal1 pay or cause to be paid the Capitalized Cost of such Vehicle to the
Manufacturer, dealer or other seller of such Vehicle or reimburse or cause to be
reimbursed the applicable Lessee for funds expended by such Lessee to pay the
Capitalized Cost in respect of such Vehicle in the name of the Lessor. Such
payment to a Manufacturer, dealer or other seller shall be made in accordance
with the payment terms of such Manufacturer, dealer or other seller, as
applicable. The Servicer or the applicable Lessee, as agent of the Lessor,
shall be authorized to transfer funds of the Lessor (but not funds in any
account in which the Trustee has a Lien or other interest) representing the
Capitalized Cost of such Vehicle payable by the Lessor in accordance with the
foregoing by check, wire transfer or other


 

















 


electronic funds transfer
to the Manufacturer, dealer or other seller of such Vehicle or to reimburse the
applicable Lessee for funds expended by such Lessee to pay the Capitalized Cost
in respect of such Vehicle in the name of the Lessor. The Lessee leasing such
Vehicle shall pay all applicable costs and expenses of freight, packing,
handling, storage, shipment and delivery of such Vehicle, and sales and use tax
(if any), to the extent that the same have not been included within the
Capitalized Cost thereof.


 


(d)                                 Excluded
Payments. All amounts paid by the Manufacturer, dealer or other seller on
account of vehicle preparation services or work covered by warranty performed
by a Lessee or the Servicer with respect to Vehicles leased pursuant to this
Lease or as incentive payments (other than incentive payments for selling
Program Vehicles outside the related Manufacturer Program) shall inure to the
benefit of such Lessee or the Servicer and, to the extent any such payments are
received by the Lessor, the Trustee or the Master Collateral Agent, shall
promptly be paid over to such Lessee or the Servicer, subject in each case to Section 24.10
and Section 2.5(c) of the Master Collateral Agency Agreement.


 


Section 2.4.                                   Non-liability
of Lessor. The Lessor shall not be liable to any Lessee for any failure or
delay in obtaining Vehicles or making delivery thereof. AS BETWEEN THE LESSOR
AND ANY LESSEE, ACCEPTANCE FOR LEASE OF
THE VEHICLES LEASED BY SUCH LESSEE SHALL CONSTITUTE THE LESSEE’S ACKNOWLEDGMENT
AND AGREEMENT THAT SUCH LESSEE HAS FULLY INSPECTED SUCH VEHICLES, THAT SUCH
VEHICLES ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN,
SPECIFICATIONS AND CAPACITY SELECTED BY SUCH LESSEE, THAT SUCH LESSEE IS
SATISFIED THAT THE SAME ARE SUITABLE FOR THIS USE AND THAT THE LESSOR IS NOT A
MANUFACTURER, AN AGENT OF A MANUFACTURER OR OTHERWISE ENGAGED IN THE SALE OR DISTRIBUTION
OF VEHICLES, AND HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION,
WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, CAPABILITY, WORKMANSHIP,
DURABILITY OR SUITABILITY OF SUCH VEHICLES IN ANY RESPECT OR IN CONNECTION WITH
OR FOR THE PURPOSES OR USES OF SUCH LESSEE, OR ANY WARRANTY THAT SUCH LEASED
VEHICLES WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT
SPECIFICATION, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, AND AS BETWEEN THE LESSOR
AND SUCH LESSEE, SUCH LESSEE AGREES TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND
EXPENSE. EACH LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE
LESSOR AND ANY LEASED VEHICLE FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER
AND, AS TO THE LESSOR, EACH LESSEE LEASES THE LEASED VEHICLES “AS IS.” The
Lessor shall not be liable for any failure or delay in delivering any Vehicle
ordered for Lease pursuant to this


 

















 


Lease, or any failure to
perform any provision hereof, resulting from fire or other casualty, natural
disaster, riot, strike or other labor difficulty, governmental regulation or
restriction, or any cause beyond the Lessor’s direct control. IN NO EVENT SHALL
THE LESSOR BE LIABLE FOR ANY INCONVENIENCE, LOSS OF PROFITS OR ANY OTHER
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED,
WHETHER RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF
ANY VEHICLE, OR OTHERWISE, AND THERE SHALL BE NO ABATEMENT OF RENT OR OTHER
AMOUNTS PAYABLE HEREUNDER BECAUSE OF THE SAME.


 


SECTION 3.                                TERM.


 


Section 3.1.                                   Vehicle
Lease Commencement Date. The “Vehicle Lease Commencement Date” shall
mean, (i) for each Vehicle leased under this Lease as of the Initial
Closing Date, the Initial Closing Date and (ii) for each other Vehicle,
including Refinanced Vehicles, the date referenced in the Vehicle Order with
respect to such Vehicle, but in no event later than the date that funds are
expended by the Lessor to acquire or refinance such Vehicle (such date, the “Vehicle
Funding Date” for such Vehicle). A vehicle shall be deemed to be a Vehicle
leased under this Lease on each day during the period (the “Vehicle Term”)
from and including the Vehicle Lease Commencement Date for such Vehicle to but
excluding the Vehicle Lease Expiration Date for such Vehicle.


 


Section 3.2.                                   Lease
Commencement Date. The “Lease Commencement Date” shall mean the
Initial Closing Date. The “Lease Expiration Date” shall mean the later
of (i) the date of the final payment in full of the last Group I Note
outstanding and all outstanding Carrying Charges, and (ii) the Vehicle
Lease Expiration Date for the last Vehicle subject to lease by any Lessee hereunder.
The “Term” of this Lease shall mean the period commencing on the Lease
Commencement Date and ending on the Lease Expiration Date.


 


SECTION 4.                                CONDITIONS
PRECEDENT.


 


Section 4.1.                                   Conditions
to Effectiveness of the Amendment and Restatement of this Lease. The
amendment and restatement of this Lease shall become effective on the date
hereof, subject to the satisfaction of the following conditions:


 


(a)                                  All
conditions to the effectiveness of the amendment and restatement of the Series 1999-1
Supplement and the Master Collateral Agency Agreement shall have been satisfied
in all respects; and


 


(b)                                 The
prior or concurrent delivery by the Lessees to the Lessor, the Master
Collateral Agent and the Trustee of each of the following documents (in form
and substance satisfactory to the Lessor, the Master Collateral Agent and the
Trustee):


 

















 


(i)                                     Resolutions.
Copies of resolutions of the Board of Directors of the Guarantor and each
Lessee authorizing or ratifying the execution, delivery and performance of this
Lease and the other Related Documents to which it is party and those other
documents and matters required of it, in its capacity as Guarantor, Lessee,
Servicer or otherwise, with respect to this Lease and such other Related
Documents, duly certified by the Secretary or an Assistant Secretary thereof;


 


(ii)                                  Consents,
etc. Certified copies of all documents evidencing any necessary corporate
action, consents and governmental approvals (if any) with respect to this Lease
and the other Related Documents to which the Guarantor or any Lessee is party;


 


(iii)                               Incumbency
and Signatures. A certificate of the Secretary or an Assistant Secretary of
the Guarantor and each Lessee certifying the names of the individual or
individuals authorized to sign this Lease and the other Related Documents to
which it is party, together with a sample of the true signature of each such
individual (the Lessor, the Master Collateral Agent and the Trustee may
conclusively rely on each such certificate until formally advised by a like
certificate of any changes therein);


 


(iv)                              Opinions
of Counsel. The opinions of Weil, Gotshal & Manges LLP, special
New York counsel for the Lessees and the Guarantor, addressed to the Lessor,
the Trustee, the Master Collateral Agent and the Rating Agencies and satisfactory
in form and substance to the addressees thereof;


 


(v)                                 Good
Standing Certificates. Certificates of good standing for the Guarantor and
each Lessee in the jurisdiction of its organization and the jurisdiction of its
principal place of business;


 


(vi)                              Reserved;


 


(vii)                           Reserved;


 


(viii)                        The Series 1999-1
Supplement. An executed copy of the Series 1999-1 Supplement;


 


(ix)                                Indenture.
An executed copy of the Base Indenture;


 


(x)                                   Master
Collateral Agency Agreement. An executed copy of the Master Collateral
Agency Agreement;


 


(xi)                                Assignment
Agreement. An executed copy of the Assignment Agreement of each
Manufacturer of Program Vehicles (including Refinanced Vehicles) which will be
leased under this Lease as of the date hereof;


 

















 


(xii)                             Certified Copy of Manufacturer
Program. A copy of each Manufacturer Program (and, to the extent required
by a Rating Agency, an opinion of counsel to such Manufacturer or Officer’s
Certificate on behalf of such Manufacturer as to the enforceability thereof in
form satisfactory to the Trustee and the Lessor and addressed to the Master
Collateral Agent) relating to Program Vehicles which will be leased hereunder
as of the date hereof and, from each Lessee, an Officer’s Certificate, dated as
of the date hereof, and duly executed by an Authorized Officer of such Lessee,
certifying that each such copy is true, correct and complete as of the date
hereof; and


 


(xiii)                          Other. Such other
documents as the Master Collateral Agent, the Trustee or the Lessor may
reasonably request to be delivered on or prior to the Initial Closing Date.


 


Section 4.2.                                   Conditions
to Each Lease of Vehicles. The agreement of the Lessor to make available
any Vehicles for lease to a Lessee as described in a Vehicle Order and/or to
make available funding for the refinancing of Refinanced Vehicles is subject to
the terms and conditions of the Indenture and the following conditions
precedent as of the Vehicle Funding Date for such Vehicles, and each Lessee
hereby agrees that each acceptance of Refinanced Vehicles for leasing hereunder
and each acceptance of funds for the acquisition of Vehicles in respect of any
applicable Vehicle Orders, shall be deemed hereunder to constitute a
representation and warranty by it, to and in favor of the Lessor and the
Trustee, that all the conditions precedent to the acquisition and leasing of
the Vehicles identified in such Vehicle Order will have been satisfied as of
such Vehicle Funding Date,


 


(a)                                  Vehicle
Order. The applicable Lessee shall have complied with the applicable
provisions of Section 2.1 of this Lease.


 


(b)                                 No
Default. No Potential Lease Event of Default or Lease Event of Default
shall have occurred and be continuing on such date or would result from the
acquisition, refinancing and leasing of such Vehicles.


 


(c)                                  Funding.
The aggregate amount of funds to be expended by the Lessor on any one date to
acquire or refinance such Vehicles shall not exceed the aggregate Net Book
Value of all such Vehicles.


 


(d)                                 Related
Documents. The leasing of such Vehicles shall not be prohibited by the
provisions of this Lease, and, if all or a portion of the funds to be expended
by the Lessor to acquire or refinance such Vehicles are held pursuant to a Group
I Supplement, all conditions precedent to the release of such funds under such Group
I Supplement shall have been satisfied.


 


(e)                                  Title.
On or prior to the applicable Vehicle Funding Date, the Lessor shall have good
and marketable title to each such Vehicle, free and dear of all Liens and
encumbrances, other than any Permitted Liens.


 

















 


(f)                                    Master
Collateral Agent. The Lessor shall have granted to the Master Collateral
Agent, for the benefit of the ARG Trustee as Beneficiary under the Master
Collateral Agency Agreement, a first priority security interest in all Vehicles
now or hereafter purchased or refinanced by the Lessor.


 


(g)                                 Assignment
Agreements. On or prior to the applicable Vehicle Funding Date, the Trustee
shall have received executed counterparts of the Assignment Agreements related
to the assignment of rights under each Manufacturer Program under which such
Vehicles will be or have been purchased and are proposed to be leased under
this Lease, dated as of the Initial Closing Date (or, if later, on or prior
to such Vehicle Funding Date), duly executed by the applicable Lessee and/or the
Lessor, as assignor, and the Master Collateral Agent, as assignee.


 


(h)                                 Manufacturer
Programs. On or prior to the applicable Vehicle Funding Date, the Trustee
shall have received a copy of each Manufacturer Program under which such
Vehicles will be or have been purchased and are proposed to be leased under
this Lease and an Officer’s Certificate, dated the Initial Closing Date (or, if
later, on or prior to such Vehicle Funding Date), and duly executed by an
Authorized Officer of the Lessor, certifying that each such copy is true,
correct and complete as of the Initial Closing Date (or, if later, on or prior
to such Vehicle Funding Date). Each Manufacturer Program covering Program
Vehicles identified in such Vehicle Order shall be in full force and effect,
and shall be enforceable against the related Manufacturer in accordance with
its terms.


 


(i)                                     Eligible
Vehicle. Each Vehicle identified in such Vehicle Order shall be an Eligible
Vehicle.


 


Section 4.3.                                   Additional
Conditions to Leases of Refinanced Vehicles. In addition to the conditions
set forth in Section 4.2 above, in connection with the leasing of
Refinanced Vehicles, to evidence the refinancing of such Refinanced Vehicles on
the applicable Vehicle Funding Date and the conveyance on such date of a security
interest in such Refinanced Vehicles to the Master Collateral Agent, the Lessor
and/or the applicable Lessees shall have prepared or caused to be prepared and,
as applicable, made available to the Lessor on or prior to the applicable
Vehicle Funding Date the following:


 


(a)                                  a
Refinanced Vehicle Schedule concerning such Refinanced Vehicles;


 


(b)                                 reserved;


 


(c)                                  unless
the lien of the Master Collateral Agent is noted on the Certificates of Title
for such Refinanced Vehicles, confirmation from each lender (or the agent or
assignee thereof) holding a security interest in any such Refinanced Vehicle stating
unconditionally (A) that, if any sums are to be paid to such lender (or
such agent or assignee) in connection with the lease of such Refinanced
Vehicle, such lender (or such agent or assignee) has been paid the full amount
due to it in connection with such


 

















 


refinancing and (B) that
any lien or security interest of such lender (or any such agent or assignee) in
such Refinanced Vehicle has been released;


 


(d)                                 reserved;


 


(e)                                  an
Officer’s Certificate stating that all the conditions precedent under this
Lease to the leasing of such Refinanced Vehicles under this Lease have been
satisfied.


 


SECTION 5.                                RENT
AND CHARGES. Each Lessee will pay Rent and certain other charges on a
monthly basis as set forth in this Section 5.


 


Section 5.1.                                   Payment
of Rent. On each Payment Date, and on each other date on which interest is
due and payable under the terms of a Group I Supplement, each Lessee shall pay
to the Lessor the aggregate of all Rent payable on such Payment Date or other
date, as the case may be, with respect to the Vehicles leased by such Lessee,
as provided in the Lease Annex.


 


Section 5.2.                                   Reserved.


 


Section 5.3.                                   Reserved.


 


Section 5.4.                                   Payment
of Termination Payments and Casualty Payments. On each Payment Date, each
Lessee shall pay to the Lessor all Casualty Payments and Termination Payments
that have accrued with respect to the Vehicles leased hereunder by such Lessee,
as provided in, respectively, Sections 7 and 12.3.


 


Section 5.5.                                   Late
Payment. In the event any Lessee fails to remit payment of any amount due
under this Lease on or before the Payment Date therefor or when otherwise due
and payable hereunder, the amount not paid will be considered delinquent and
such Lessee will pay a late charge on each Payment Date with respect to the
related Interest Period equal to the product of (a) the VFR for such
Interest Period (converted to a rate per annum) plus 1%, times (b) the
delinquent amount for the period during such Interest Period from the Payment
Date (or other date) on which such payment was due until the date such
delinquent amount (with accrued interest) is received by the Trustee times
(c) the actual number of days elapsed during such Interest Period or such
relevant portion thereof divided by 360.


 


Section 5.6.                                   Making
of Payments. All payments of Rent and of all other Liabilities shall be
made by the applicable Lessee and, when applicable, the Guarantor to, or for
the account of, the Lessor (or, in the case of any payment pursuant to Section 15, the applicable Indemnified Person) in immediately available funds, without
setoff, counterclaim or deduction of any kind. All such payments shall be made
to the Group I Collection Account or, in the case of payments made pursuant to Section 24.10
(iii) or (iv), the Master Collateral Account (or, in each such case,
such other account as the Trustee may from time to time specify to the Lessees)
or, in the case of any such payment


 

















 


pursuant to Section 15
to, or for the account of, any Indemnified Person other than the Lessor, to the
account designated by such Indemnified Person to the applicable Lessee, in each
case with such payment to be made not later than 12:00 noon, New York City time, on the date due; and funds received
after that hour shall be deemed to have been received on the next following
Business Day. The Lessor hereby specifies that all (i) payments made in
respect of Program Vehicles by the Manufacturers and related auction dealers
under the Manufacturer Programs (unless otherwise specified following a sale or
pledge of Vehicle Repurchase Rights), (ii) amounts representing the
proceeds from sales of Program Vehicles (other than under the related
Manufacturer Program) and Non-Program Vehicles (including amounts paid to the
Lessor by a Manufacturer as a result of the sale of any such Vehicle outside
such Manufacturer’s Manufacturer Program) to third parties and (iii) payments
with respect to any other Master Collateral securing the Group I Notes (other
than certain amounts as and to the extent described in Section 2.3(d)),
shall be deposited in the Master Collateral Account for the benefit of the
Trustee (on behalf of the Group I Noteholders). If any payment of Rent (or
other Liability) falls due on a day which is not a Business Day, then such due
date shall be extended to the next following Business Day and Monthly Variable
Rent shall accrue through such Business Day.


 


SECTION 6.                                RESERVED.


 


SECTION 7.                                CASUALTY
AND INELIGIBLE VEHICLES. If a Vehicle suffers a Casualty or ceases to be an
Eligible Vehicle, then the Lessee thereof shall (a) cause the Servicer to
include notice of such occurrence in the next related Monthly Vehicle Statement
required to be delivered by the Servicer under Section 24.6(iv),
and (b) on the Payment Date next succeeding the last day of the Related
Month in which such Lessee obtained actual knowledge that such Vehicle has
suffered a Casualty or ceased to be an Eligible Vehicle, pay to the Lessor an
amount (a “Casualty Payment”) equal to the Termination Value of such
Vehicle, calculated as of the first day of the Related Month in which such
Lessee obtained actual knowledge that such Vehicle suffered a Casualty or
ceased to be an Eligible Vehicle (net of Monthly Base Rent made in respect of such
Vehicle during such Related Month). Upon payment by the applicable Lessee to
the Lessor in accordance herewith of the Casualty Payment for any Vehicle that
has suffered a Casualty or ceased to be an Eligible Vehicle, (i) the
Lessor, if requested by such Lessee, shall cause title to any such Vehicle to
be transferred to such Lessee to facilitate liquidation of such Vehicle by the
Lessee, (ii) such Lessee shall be entitled to any physical damage
insurance proceeds applicable to such Vehicle (if at such time such Lessee
carries such insurance coverage) and, to the extent the Lessor receives any
such insurance proceeds following the payment by the Lessee of the related
Casualty Payment, the Lessor shall cooperate in promptly remitting such
insurance proceeds to the Lessee and (iii) the Lien of the Master
Collateral Agent on such Vehicle shall automatically be released thereby.


 


SECTION 8.                                VEHICLE
USE. Each Lessee shall use Vehicles leased hereunder solely for such Lessee’s
domestic daily rental car operations, whether through Fleet Sharing Parties or
directly; provided that a Lessee (the “Named Lessee”) may permit
another Lessee, the Guarantor, a lessee under any other Leasing Company Lease,


 

















 


Alamo Rental (US) Inc. or
National Rental (US) Inc. or, subject to (A) receipt of prior consent of
the Required Noteholders of each Series of Group I Notes and (B) delivery
of 30 days prior notice to Moody’s, any other Affiliate of the Guarantor who
operates a nationally recognized domestic daily rental car operation (each such
entity, an “Other Permitted User”) to use Vehicles leased by the Named
Lessee hereunder in the ordinary course of the domestic daily rental car
operations of such Other Permitted User (but the Named Lessee shall remain
fully liable for its obligations under this Lease and the other Related
Documents); provided  further that a Lessee may, from time to
time, permit Fleet Sharing Parties to use Vehicles leased by such Lessee
hereunder pursuant to Lessee Agreements, including Fleet Sharing Agreements, used
in the ordinary course of the Lessee’s business, and each such Fleet Sharing
Party shall rent Vehicles used by it pursuant to a Fleet Sharing Agreement to
consumers in the ordinary course of such Fleet Sharing Party’s domestic daily
rental car operations; provided  further, however, that the
aggregate Net Book Value of all Vehicles subject to Fleet Sharing Agreements on
any day plus the aggregate Net Book Value (as defined in the applicable Leasing
Company Lease) of all Vehicles (as defined in the applicable Leasing Company
Lease) leased under all other Leasing Company Leases subject to Fleet Sharing
Agreements (as defined in the applicable Leasing Company Lease) on such day
shall not exceed an amount equal to the greater of (a) 10% of the sum of
the aggregate Net Book Value of all Vehicles leased under this Lease and the
aggregate Net Book Value (as defined in the applicable Leasing Company Lease)
of all Vehicles (as defined in the applicable Leasing Company Lease) leased
under all such other Leasing Company Leases on such day, and (b) such
greater amount in respect of which the Rating Agency Confirmation Condition
with respect to each Series of Group I Notes shall have been satisfied; provided,
however, any such Rating Agency Confirmation Condition in respect of
Moody’s shall be satisfied if Moody’s has given its prior written notice of the
intention to increase the preceeding 10% limitation to a greater amount
pursuant to clause (b). Notwithstanding any such Lessee Agreement, each
Lessee shall remain fully liable for its obligations under this Lease and the
other Related Documents (including any obligation hereunder or thereunder that
it may cause any Fleet Sharing Party to perform or fulfill). Each Lessee shall
promptly and duly execute, deliver, file and record all such documents,
statements, filings and registrations, and take such further actions as the
Lessor, the Master Collateral Agent, the Servicer or the Trustee shall from
time to time reasonably request in order (x) to establish, perfect and maintain
the Lessor’s title to and interest in the Vehicles and the related Certificates
of Title as against any third party in any applicable jurisdiction and (y) to
establish, perfect and maintain the Master Collateral Agent’s lien on all
Vehicles as noted on the related Certificates of Title as a perfected
first-priority lien in any applicable jurisdiction. A Lessee may, at the Lessee’s
sole expense, change the place of principal location of any Vehicles. Within
sixty (60) days after any such change of location, the Lessee shall take all
actions necessary (i) to maintain the perfected first-priority Lien of the
Master Collateral Agent on such Vehicles as noted on the Certificates of Title
with respect to such Vehicles and the Lessor shall cooperate to the extent
required for the Lessee to do so, and (ii) to meet all material legal
requirements applicable to such Vehicles in connection with, or as a result of,
such change of location. Following a Lease Event of Default or Manufacturer
Event of Default, and upon the Lessor’s request, each


 

















 


Lessee shall advise the
Lessor in writing where all Vehicles leased hereunder as of such date are
principally located. No Lessee shall knowingly use any Vehicles, or knowingly
permit the same to be used, for any unlawful purpose. Each Lessee shall, and
shall require the Fleet Sharing Parties to, use reasonable precautions to
prevent loss or damage to Vehicles. Each Lessee shall, or shall cause the Fleet
Sharing Parties to, comply in all material respects with all applicable statutes,
decrees, ordinances and regulations regarding acquiring, titling, registering,
leasing, insuring and disposing of Vehicles and shall, and shall require the
Fleet Sharing Parties to, take reasonable steps to ensure that operators are
licensed. Each Lessee shall, or shall cause each applicable Fleet Sharing Party
to, perform, at its own expense, such vehicle preparation and conditioning
services with respect to Vehicles leased by it as are customary.


 


SECTION 9.                                REGISTRATION;
LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its
expense, shall be responsible for proper registration and licensing of Vehicles
leased by it hereunder, for submitting the appropriate documentation to the
appropriate state authorities to obtain Certificates of Title for Vehicles
reflecting the name of the Lessor as owner of such Vehicle with the Lien of the
Master Collateral Agent noted thereon as first lienholder, and when required,
such Lessee shall, or shall cause the related Fleet Sharing Parties to, have Vehicles
inspected by any appropriate governmental authority; provided,
however, that possession of all Certificates of Title shall remain with the
Servicer or an Affiliate thereof (including the related Sub-Servicer) unless
otherwise required or permitted by the Master Collateral Agency Agreement. Each
Lessee shall pay or cause to be paid all registration fees, title fees, license
fees, traffic summonses, penalties, judgments and fines and other similar
amounts incurred with respect to any Vehicle during the Vehicle Term for such
Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental
authority or any court of law or equity in connection with the Lessee’s
operation of Vehicles, and any such amounts paid by the Lessor on a Lessee’s
behalf, in its discretion upon at least fifteen (15) days’ prior notice to such
Lessee, will be reimbursed within thirty (30) days of the Lessor notifying such
Lessee of such payment; provided, however, that the Lessor shall
not pay on any Lessee’s behalf any traffic summons, or and penalty, judgment or
fine for so long as such amount is being contested by such Lessee in good faith
and by appropriate proceedings with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP and provided
that such Lessee has agreed in writing to indemnify and hold the Lessor
harmless from and against all loss, liability and expense arising out of such
unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or other
Master Collateral will not result from the failure to pay any such amounts).
The Lessor agrees to execute a power of attorney substantially in the form of Attachment
B hereto (a “Power of Attorney”), and such other documents as may be
necessary in order to allow the Lessees and the Servicer to title, register and
dispose of the Vehicles leased hereunder; and each Lessee and the Servicer
acknowledges and agrees that it has no right, title or interest in or with
respect to any Certificate of Title. Notwithstanding anything herein to the
contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3(vii).


 

















 


SECTION 10.                          MAINTENANCE
AND REPAIRS. Each Lessee shall, or shall cause the related Fleet Sharing
Parties to, pay for all maintenance and repairs to keep Vehicles leased by it
hereunder in good working order and condition, and shall, or shall cause such
Fleet Sharing Parties to, take reasonable steps to maintain such Vehicles as
required in order to keep the Manufacturer’s warranty in force. Each Lessee
shall, or shall cause the related Fleet Sharing Parties to, return each Vehicle
to an authorized Manufacturer facility or the applicable Manufacturer’s
authorized warranty station (which may be a facility of any Lessee) for warranty
work. Each Lessee shall, or shall cause the related Fleet Sharing Parties to,
take reasonable steps to comply with any Manufacturer’s recall of any Vehicle.
Each Lessee shall, or shall cause the related Fleet Sharing Parties to, pay, or
cause to be paid, all usual and routine expenses incurred in the use and
operation of Vehicles leased by it hereunder including, but not limited to,
fuel, lubricants, and coolants. The Lessor, upon thirty (30) days’ prior notice
to the applicable Lessee, may pay any such expenses that have not otherwise been
paid by, or on behalf of, such Lessee (including any failure by a Fleet Sharing
Party to pay any such expenses), and any expenses paid by the Lessor on a
Lessee’s behalf for maintenance, repair, operation or use by the Lessee of
Vehicles will promptly be reimbursed (in any event no later than the next
Payment Date following such payment) by such Lessee to the Lessor. No Lessee
shall, without the prior consent of the Lessor, make any material alterations
to (i) any Vehicle which is a Program Vehicle which would result in a
reduction of the Repurchase Price for such Vehicle or make the Vehicle no
longer eligible for repurchase or sale under the applicable Manufacturer
Program or (ii) any Vehicle which is a Non-Program Vehicle which is likely
to materially adversely affect the resale value of such Non-Program Vehicle.
Any improvements or additions to a Vehicle shall become and remain the property
of the Lessor, except that any addition or improvement to a Vehicle made by a Lessee shall remain the
property of such Lessee if it can be disconnected or removed from the Vehicle
without impairing the functioning or resale value thereof, other than any
function or value provided by such addition or improvement.


 


SECTION 11.                          MANUFACTURER
WARRANTIES. If a Vehicle leased hereunder is covered by a manufacturer’s
warranty, the Lessee thereof, during the Vehicle Term, shall have the right to
make any claims under such warranty which the Lessor could make and to receive
related proceeds directly.


 


SECTION 12.                          VEHICLE
RETURN GUIDELINES.


 


Section 12.1.                             Vehicle
Turn-in Condition. As used herein “Vehicle Turn-In Condition” with
respect to each Program Vehicle leased hereunder shall mean a set of criteria
for evaluating such Vehicle upon its delivery at the end of its Vehicle Term,
which criteria will be determined in accordance with the related Manufacturer
Program. Each Program Vehicle not meeting the applicable Manufacturer Program’s
vehicle turn-in condition requirements will, unless redesignated as a
Non-Program Vehicle in accordance with Section 14, be purchased (or
will otherwise be the subject of a Casualty Payment) by the related Lessee as
if it were a Casualty in accordance with the procedure set forth in Section 7.


 

















 


Section 12.2.                             Disposition
Procedure. (a) Program Vehicles. Unless such Vehicle is
redesignated as a Non-Program Vehicle in accordance with Section 14
or the Lessee thereof exercises its option to purchase such Vehicle as
permitted by, and pursuant to the requirements of, this Lease, or such Vehicle
is sold in the ordinary course outside the Manufacturer Program for proceeds
that equal or exceed the payment that would be obtained from the Manufacturer
under the Manufacturer Program as contemplated by Section 27, then
prior to the end of the Vehicle Term, each Lessee will, or will cause the
related Fleet Sharing Party to, deliver each Program Vehicle leased by it
hereunder (other than a Casualty or a Vehicle that has ceased to be an Eligible
Vehicle) to the nearest related Manufacturer official auction or other facility
designated by such Manufacturer at the Lessee’s sole expense and in accordance
with the terms of the applicable Manufacturer Program; provided, that
the timing of such delivery by the Lessee will be at its option so long as such
delivery is made in accordance with Section 24.5. Any
transportation allowance (for delivery costs), auction assistance allowance and
any other allowances offered under a Manufacturer Program (other than incentive
payments for selling Program Vehicles outside the related Manufacturer
Program), and any rebates or credits applicable to the unexpired term of any
license plates for a Vehicle
shall inure to the benefit of the Lessee thereof and, to the extent received by
the Lessor, the Trustee or the Master Collateral Agent, shall promptly be paid
over to the applicable Lessee. Each Lessee will comply with the requirements of
law and the requirements of the Manufacturer Programs in connection with, among
other things, the delivery of Certificates of Title, documents of transfer
signed as necessary, signed Condition Reports, and signed odometer statements
for the Vehicles.


 


(b)                                 Non-Program
Vehicles. Each Lessee agrees to use commercially reasonable efforts to
dispose of, at its own expense, on behalf of the Lessor, each Vehicle that is a
Non-Program Vehicle (i) in a manner reasonably likely to maximize proceeds
from such disposition and consistent with industry practice and (ii) prior
to the expiration of the Non-Program Maximum Term for such Non-Program Vehicle;
provided that Lessee may commence such efforts, at its option, any time
prior to the expiration of the Non-Program Maximum Term.


 


Section 12.3.                             Termination
Payments for Vehicles. (a) Program Vehicle Termination Payments.
On the first Payment Date on or after the earlier of (i) the last day of
the Related Month in which the Repurchase Price with respect to any Program
Vehicle that has been accepted for repurchase or sale pursuant to the
applicable Manufacturer Program is received by the applicable Lessee, the
Lessor, the Master Collateral Agent or the Trustee by deposit into the Master
Collateral Account or the Group I Collection Account (provided that, if
for any reason the Repurchase Price has been received directly by a Lessee,
then such Repurchase Price shall be deemed “received” for purposes of this Section 12.3
on the earlier of (a) the date on which such Repurchase Price has been
deposited into the Group I Collection Account or Master Collateral Account, in
accordance with the Master Collateral Agency Agreement and (b) the second
Business Day after receipt by such Lessee) and (ii) the thirtieth (30th)
day after the expiration of the Repurchase Period for such Program Vehicle, the
applicable


 

















 


Lessee shall pay to the
Lessor in respect of such Program Vehicle any Excess Damage Charges, Excess
Mileage Charges, early turnback surcharges and any other similar charges and
penalties (collectively a “Program Vehicle Termination Payment”) as
determined by the Manufacturer or its agent in accordance with the applicable
Manufacturer Program.


 


(b)                                 Non-Program
Vehicle Termination Payments. On the first Payment Date on or after the
earlier of (i) the last day of the Related Month in which the Disposition
Proceeds from the sale or other disposition of a Non-Program Vehicle (other
than a Casualty or a Vehicle that has ceased (prior to such sale or
disposition) to be an Eligible Vehicle or that has been repurchased by the
Lessee thereof in accordance with this Lease) are received by the applicable
Lessee, the Lessor, the Master Collateral Agent or the Trustee by deposit into
the Master Collateral Account or the Group I Collection Account (provided
that, if for any reason the Disposition Proceeds have been received directly by
a Lessee, then, such Disposition Proceeds shall be deemed “received” for
purposes of this Section 12.3 on the earlier of (a) the date
on which such Disposition Proceeds have been deposited into the Group I
Collection Account or the Master Collateral Account, in accordance with the
Master Collateral Agency Agreement and (b) the second Business Day after
receipt by such Lessee) and (ii) the thirtieth (30th) day after the
Disposition Date for such Non-Program Vehicle, the applicable Lessee shall pay
to the Lessor in respect of such Non-Program Vehicle an amount (a “Non-Program
Vehicle Termination Payment”) equal to (A) the sum of all Program
Vehicle Termination Payments due on the Payment Date that occurred in the
second preceding calendar month to the calendar month during which the Vehicle Lease
Commencement Date with respect to such Non-Program Vehicle occurred, divided
by (B) the number of Vehicles previously leased under this Lease in
respect of which such Program Vehicle Termination Payments were payable (or, if
there are no Vehicles in respect of which Program Vehicle Termination Payments
were payable on such Payment Date, an amount equal to (A) the sum of all
“Program Vehicle Termination Payments” paid or payable under (and as defined
in) each other Leasing Company Lease with respect to the Payment Date (as
defined in such other Leasing Company Lease) that occurred in the second preceding
calendar month to the calendar month during which the Vehicle Lease Commencement
Date with respect to such Non-Program Vehicle occurred, divided by (B) the
number of Vehicles (as defined in such other Leasing Company Lease) previously
leased under (and as defined in) each such other Leasing Company Lease in
respect of which such Program Vehicle Termination Payments were paid or were
payable) (Program Vehicle Termination Payments and Non-Program Vehicle
Termination Payments being referred to collectively as “Termination Payments”).
If a Vehicle’s age is unknown as of its Vehicle Lease Commencement Date, such
age (in months) shall be the lesser of (i) the number obtained by dividing
the number of miles on the odometer of such Vehicle at the Vehicle Lease
Commencement Date by 1,500 and (ii) the number of months in the period
commencing on September 1 of the calendar year prior to the model year of
such Vehicle through the Vehicle Lease Commencement Date for such Vehicle. The
provisions of this Section 12.3 will survive the expiration or
earlier termination of the Term of this Lease.


 

















 


SECTION 13.                          RESERVED.


 


SECTION 14.                          REDESIGNATION
OF VEHICLES. (a) At any time, including upon the occurrence of a
Manufacturer Event of Default with respect to the Manufacturer of any Program
Vehicle or any such Vehicle’s becoming ineligible for repurchase by its
Manufacturer or for sale at Auction under the applicable Manufacturer Program
due to physical damage, repair charges or accrued mileage, in each case in
excess of that permitted under the related Manufacturer Program, or due to any
failure or inability to return the Vehicle to the Manufacturer or the
designated auction prior to the expiration of the Repurchase Period, or due to
any other event or circumstance, the Servicer (or the related Sub-Servicer) may
redesignate the related Vehicle as a Non-Program Vehicle; provided  that,
with respect to any such redesignation other than a redesignation pursuant to
and in accordance with Section 18, no Amortization Event or Potential
Amortization Event with respect to any Series of Group I Notes has
occurred and is continuing or would be caused by such redesignation; and provided
further, in each case, in connection with any such redesignation, the
Servicer shall assign a new Depreciation Schedule for such Vehicle as a
Non-Program Vehicle, and in connection therewith, the Lessee of such Vehicle
shall pay on the next succeeding Payment Date, as additional Monthly Base Rent
due with respect to such Vehicle, an amount equal to the excess, if any, of (i) the
Net Book Value of such Vehicle immediately before the redesignation over (ii) the
Net Book Value of such Vehicle after recomputing the Net Book Value as of the
date of such redesignation by applying the new Depreciation Schedule for
such Vehicle as though such Vehicle had been a Non-Program Vehicle since the
Vehicle Lease Commencement Date for such Vehicle. Subsequent to the occurrence of
a Manufacturer Event of Default pursuant to clause (ii) of the definition
thereof with respect to the Manufacturer of any Program Vehicle, the Servicer
(or the related Sub-Servicer) shall promptly notify the Rating Agencies with
respect to each Series of Group I Notes of any redesignation of Program
Vehicles of such Manufacturer as Non-Program Vehicles pursuant to this Section 14.


 


(b)                                 At
any time, the Servicer (or the related Sub-Servicer) may redesignate a
Non-Program Vehicle as a Program Vehicle if the related Manufacturer has
acknowledged in writing that such Vehicle is entitled to the benefits of its
Manufacturer Program, including, without limitation, redesignation following
either the assumption by a Manufacturer of its Manufacturer Program or the satisfaction
of the Confirmation Condition with respect to such Manufacturer in each case
following an Event of Bankruptcy with respect to such Manufacturer; provided
that in connection with any such redesignation, the Servicer shall apply the
depreciation charges applicable under the related Manufacturer Program
depreciation schedule specified or implied under the applicable
Manufacturer Program, as if it had been in effect at the time of purchase of
such Vehicle, and if applying such revised depreciation schedule results
in a decrease of the Net Book Value of such Vehicle, the Lessee of such Vehicle
shall pay any such decrease as additional Monthly Base Rent due with respect to
such Vehicle on the next succeeding Payment Date.


 

















 


SECTION 15.                          GENERAL
INDEMNITY AND PAYMENT OF EXPENSES.


 


Section 15.1.                             Indemnity
and Payment of Expenses by the Lessees. Each Lessee agrees jointly and
severally to indemnify and hold harmless the Lessor and the Trustee, and each
of their respective directors, officers, agents and employees (collectively,
the “Indemnified Persons”), against any and all claims, demands,
actions, causes of action, losses, costs, liabilities and damages of whatsoever
nature, and all reasonable expenses incurred in connection therewith (including
reasonable fees and disbursements of counsel), relating to or in any way
arising out of:


 


15.1.1.               the ordering,
delivery, acquisition, title on acquisition, rejection, installation,
possession, ownership, titling, retitling, registration, re-registration,
custody by the Lessee of title and registration documents, use, non-use,
misuse, operation, leasing, deficiency, defect, transportation, repair,
maintenance, control or disposition (including the failure to return any
Program Vehicle in accordance with the relevant Manufacturer Program) of any
Vehicle leased hereunder or to be leased hereunder, including, without
limitation, any such Vehicle shared with a Fleet Sharing Party. The foregoing
shall include, without limitation, any liability (or any alleged liability) of
the Lessor or any other Indemnified Person to any third party arising out of
any of the foregoing, including, without limitation, all reasonable legal fees,
costs and disbursements arising out of such liability (or alleged liability);


 


15.1.2.               all (i) federal,
state, county, municipal, foreign or other fees and taxes of whatsoever nature,
including but not limited to license, qualification, registration, sales, use,
gross receipts, ad valorem, business, property (real or personal), excise,
motor vehicle, and occupation fees and taxes, with respect to any Vehicle or
the acquisition, purchase, sale, lease, rental, use, operation, control,
ownership or disposition of any Vehicle by any Person or measured in any way by
the value thereof or by the business of, investment by, or ownership by the
Lessor or a Lessee with respect thereto, (ii) federal, state, local and
foreign income taxes and penalties and interest thereon, whether assessed,
levied against or payable by the Lessor or otherwise as a result of its being a
member of any group of corporations including any Lessee that files any tax
returns on a consolidated or combined basis, and (iii) documentary, stamp,
filing, recording, mortgage or other taxes, if any, which may be payable by the
Lessor, a Lessee or any other Indemnified Person in connection with the
execution, delivery, recording or filing of this Lease or the other Related
Documents or the leasing of any Vehicles hereunder and any penalties or
interest with respect thereto; provided, however, that the
following taxes are excluded from the indemnity provided in clauses (i) through
(iii) above:


 


(A) any franchise tax or tax on, based on, with
respect to, or measured by, the net income of such Indemnified Person (including
federal alternative minimum tax) other than any taxes or other charges which
may be imposed as a result of any determination by a taxing authority that the
Lessor is not the owner for tax purposes of the Vehicles leased hereunder or
that the Lease is not a “true lease” for tax purposes or


 

















 


that depreciation
deductions that would be available to the owner of such Vehicles are
disallowed, or that the Lessor is not entitled to include the full purchase
price for any such Vehicle in basis including any amounts payable in respect of
interest charges, additions to tax and penalties that may be imposed, and all
attorneys’ and accountants’ fees and expenses and all other fees and expenses
that may be incurred in defending against or contesting any such determination;
and


 


(B) any tax with respect to any Vehicle leased by
a Lessee hereunder or any transaction relating to such Vehicle to the extent it
covers any period beginning after the earlier of (A) the discharge in full
of such Lessee’s obligation to pay Monthly Base Rent, Monthly Variable Rent and
any other amount payable hereunder with respect to such Vehicle or (B) the
expiration or other termination of this Agreement with respect to such Vehicle,
unless such tax accrues in respect of any period during which such Lessee
holds over such Vehicle;


 


15.1.3.               any violation by a
Lessee of this Lease or of any Related Documents to which a Lessee is a party
or by which it is bound or any laws, rules, regulations, orders, writs,
injunctions, decrees, consents, approvals, exemptions, authorizations, licenses
and withholdings of objection of any governmental or public body or authority
and all other requirements having the force of law applicable at any time to
any Vehicle or any action or transaction by a Lessee with respect thereto or pursuant
to this Lease;


 


15.1.4.               all costs, fees,
expenses, damages, claims and liabilities (including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel) in connection with, or
arising out of, any claim made by any third party against the Lessor or the
Trustee (with respect to the Trustee only if it has first sought to receive
indemnity otherwise available to it under any of the Related Documents from any
Person with respect to such costs, fees, expenses, damages, claims and
liabilities and only to the extent that it has not otherwise been compensated
in full for such costs, fees, expenses, damages, claims and liabilities)
arising out of or in connection with the Related Documents (including, without
limitation, in connection with any audit or investigation conducted by a
Manufacturer under its Manufacturer Program).


 


All obligations
provided for in this Section 15 shall survive any termination of
this Lease, and, to the extent that any of such obligations are unenforceable
for any reason, each Lessee agrees to the payment and satisfaction of each such
obligation which is permissible under applicable law.


 


Notwithstanding
the foregoing, the Lessees shall have no duty to indemnify any Indemnified
Person for any claim, demand, liability, cost, or expense to the extent such
claim, demand, liability, cost or expense arises out of or is due to such
Person’s gross negligence or willful misconduct.


 

















 


Section 15.2.                             Reimbursement
Obligation by the Lessees. Each Lessee shall forthwith upon demand reimburse
each Indemnified Person for any sum or sums expended with respect to any of the
foregoing, or shall pay such amounts directly upon request from such
Indemnified Person; provided, however, that, if so requested by a
Lessee, such Indemnified Person shall submit to such Lessee a statement
documenting in reasonable detail any such demand for reimbursement or payment.
To the extent that a Lessee in fact indemnifies any Indemnified Person under
the indemnity provisions of this Lease, such Lessee shall be subrogated to the
rights of such Indemnified Person, in the affected transaction and shall have a
right to determine the settlement of claims therein. The obligations of each
Lessee contained in this Section 15 shall survive the expiration or
earlier termination of this Lease or any lease of any Vehicle hereunder; provided,
however, that, in the case of indemnities relating to the acquisition or
leasing of Vehicles, the factual or legal circumstances giving rise to the
Lessor’s or any other Indemnified Person’s exposure to liability occur during
the period that this Lease is in effect as to the Vehicle for which such
exposure to liability arose.


 


Section 15.3.                             Notice
to Lessee of Claims. Each applicable Indemnified Person, shall promptly
notify the Lessee in writing (a “Notice of Claim”) of the pendency of
any such claim, action or facts referred to in this Section 15 for
which indemnity may be required.


 


Section 15.4.                             Defense
of Claims. Defense of any claim referred to in this Section 15
for which indemnity may be required shall, at the option and request of any
applicable Lessee, be conducted by such Lessee. Following receipt of any Notice
of Claim, such Lessee will inform the Indemnified Person of its election to
defend such claim. Such Indemnified Person may participate in any such defense
at its own expense, provided such participation, in such Lessee’s reasonable
opinion, does not interfere with such Lessee’s defense. Each Lessee agrees that
no Indemnified Person will be liable to the Lessees for any claim caused
directly or indirectly by the inadequacy of any Vehicle for any purpose or any
deficiency or defect therein or the use or maintenance thereof or any repairs,
servicing or adjustments thereto or any delay in providing or failure to
provide such or any interruption or loss of service or use thereof or any loss
of business, all of which shall be the risk and responsibility of the Lessees,
except to the extent that any of the foregoing is caused by the gross
negligence or willful misconduct of such Indemnified Person. The rights and
indemnities of each Indemnified Person hereunder are expressly made for the
benefit of, and will be enforceable by, each Indemnified Person notwithstanding
the fact that such Indemnified Person is not or is no longer a party to (or
entitled to receive the benefits of) this Lease. This general indemnity shall
not affect any claims of the type discussed above, or otherwise, which a Lessee
may have against any Manufacturer.


 


Section 15.5.                             Third-Party
Beneficiary. The Trustee shall be a third-party beneficiary under this Article 15.


 


SECTION 16.                          SUCCESSORS
AND ASSIGNS; ASSIGNMENT. This Lease shall be binding upon the Lessor, the
Lessees, the Servicer, the Guarantor and their


 

















 


respective successors and
assigns, and shall inure to the benefit of the Lessees, the Lessor, the
Servicer, the Guarantor and the Trustee (for the benefit of the Group I
Noteholders), the Master Collateral Agent (for the benefit of the ARG Trustee
as Beneficiary under the Master Collateral Agency Agreement), any other Indemnified
Person, and their respective successors and assigns; provided,
however, that neither the Guarantor nor any Lessee (except as expressly
provided herein) shall have the right to assign its rights or delegate its
duties under this Lease without (i) the prior written consent of the
Lessor and the Trustee and (ii) the Rating Agency Confirmation Condition,
if any, with respect to each Series of Group I Notes having been satisfied
prior thereto; provided, further, however, that nothing herein contained shall
be deemed to restrict (w) the right of any Lessee to rent Vehicles to customers
in the ordinary course of its domestic daily rental businesses, (x) the right
of any Named Lessee to permit an Other Permitted User to use Vehicles leased by
the Named Lessee hereunder in the ordinary course of the domestic daily rental
car operations of such Other Permitted User in accordance with the terms of
this Lease (but the Named Lessee shall remain fully liable for its obligations
under this Lease and the other Related Documents), (y) the right of any Lessee
to share certain of the Vehicles leased by it with Fleet Sharing Parties
(subject to the limitations specified in Section 8), for use in the
ordinary course of the domestic daily rental businesses of such Fleet Sharing
Parties in accordance with the terms of this Lease or (z) the right of the
Servicer to perform its obligations as Servicer through a Sub-Servicer, subject
to the limitations specified in Section 26 and provided that the
Servicer shall remain fully liable for its obligations under this Lease and the
other Related Documents. Any purported assignment in violation of this Section 16
shall be void and of no force or effect. Nothing contained herein shall be
deemed to restrict the right of any Lessee to acquire or dispose of, by
purchase, lease, financing, or otherwise, motor vehicles that are not subject
to the provisions of this Lease.


 


SECTION 17.                          DEFAULT
AND REMEDIES THEREFOR.


 


Section 17.1.                             Events
of Default. Any one or more of the following will constitute an event of
default (a “Lease Event of Default”) as that term is used herein:


 


17.1.1.               Non-Payment of
Liabilities. The occurrence of (i) a default in the payment when due
of any Monthly Base Rent, Monthly Variable Rent, Termination Payment or
Casualty Payment, and the continuance thereof for, except in the case of any Monthly
Variable Rent, two (2) Business Days and, in the case of any Monthly
Variable Rent, five (5) Business Days, or (ii) a default by any
Lessee or the Guarantor in the payment when due of any amount payable under
this Lease (other than amounts described in clause (i) above) and
the continuance thereof for five (5) Business Days;


 


17.1.2.               Unauthorized
Assignment. Any unauthorized assignment or transfer of this Lease by a Lessee
occurs;


 


17.1.3.               Non-Performance
of Covenants and Obligations. Any Lessee, the Servicer or the Guarantor
fails to comply with or perform any covenant, condition, agreement or provision
of this Lease (which failure does not constitute a Lease Event of


 

















 


Default under any of the
other provisions of this Section 17) and the continuance of such
failure (other than any such failure to comply with the provisions of Section 25.1,
as to which there shall be no cure period) for thirty (30) days after the earlier
of (x) the date the Lessor, the Master Collateral Agent, the Trustee or any
Group I Noteholder delivers written notice thereof to such Lessee, the Servicer
or the Guarantor and (y) the date such Lessee, the Servicer or the Guarantor
obtains actual knowledge thereof;


 


17.1.4.               Breach of
Representation or Warranty. Any representation or warranty made by a
Lessee, the Servicer or the Guarantor in this Lease or any Related Document is
incorrect in any material respect (to the extent that such representation or
warranty does not incorporate a materiality limitation in its terms (and
otherwise, is incorrect in any respect)) as of the date such warranty or
representation is made and continues to be incorrect in any material respect
(to the extent that such warranty or representation does not incorporate a
materiality limitation in its terms (and otherwise, continues to be incorrect
in any respect)) for a period of thirty (30) days after the earlier of (i) the
date on which written notice thereof shall have been given to such Lessee, the
Servicer or the Guarantor by the Lessor, the Master Collateral Agent, any Group
I Noteholder or the Trustee, and (ii) the date on which such Lessee, the
Servicer or the Guarantor obtains actual knowledge thereof; or any schedule, certificate,
financial statement, report, notice, or other material writing furnished by a
Lessee, the Servicer or the Guarantor to the Lessor or the Trustee is false or
misleading in any material respect on the date as of which the facts therein
set forth are stated or certified and which continues to be incorrect in any
material respect for a period of ten (10) days after the earlier of (a) the
date on which written notice thereof shall have been given to such Lessee, the
Servicer or the Guarantor by the Lessor, the Master Collateral Agent, the
Trustee or any Group I Noteholder, and (b) the date on which such Lessee,
the Servicer or the Guarantor obtains actual knowledge thereof;


 


17.1.5.               Event of
Bankruptcy. The occurrence of an Event of Bankruptcy with respect to any
Lessee or the Guarantor;


 


17.1.6.               Invalidity of
Lease. All or any portion of this Lease shall at any time and for any
reason not be in full force and effect or be declared to be null and void, or a
proceeding shall be commenced by a Lessee or the Guarantor, or by any governmental
authority having jurisdiction over the Lessee or the Guarantor, as applicable,
seeking to establish the invalidity or unenforceability thereof (exclusive of questions
of interpretation of any provision thereof);


 


17.1.7.               Certain
Amortization Events. The occurrence of an Amortization Event under Section 9.1
(a) or (c) of the Base Indenture or a Liquidation Event of Default which
in any such case continues beyond any applicable cure period specified in the Indenture.


 


Section 17.2.                             Effect
of Lease Event of Default: Limited Liquidation Event of Default or Liquidation
Event of Default. (a) If a Lease Event of Default described in Section 17.1.1(i),
17.1.2, 17.1.5 or 17.1.7 shall occur, then the Monthly
Base Rent,


 

















 


Casualty Payments, the
Monthly Variable Rent (in each case calculated as if the full amount of
interest, principal and other charges under the Group I Notes were then due and
payable in full), Termination Payments and all other charges, payments and
amounts payable under this Lease shall, subject to Section 17.4,
automatically, without further action by the Lessor or the Trustee, become
immediately due and payable.


 


(b)                                 If
a Limited Liquidation Event of Default shall occur with respect to any Series of
Group I Notes, then, the Monthly Base Rent, Casualty Payments, the Monthly
Variable Rent (in each case calculated as if the full amount of interest, principal
and other charges under such Group I Notes were then due and payable in full) and
Termination Payments (in each case, with respect to each Vehicle with respect
to which the Lessor has terminated the applicable Lessee’s right to possession
pursuant to Section 17.3 (ii) or (iii)) shall, subject
to Section 17.4, automatically, without further action by the
Lessor or the Trustee, become immediately due and payable.


 


(c)                                  If
any Lease Event of Default (other than one described in paragraph (a) above)
shall occur, then the Trustee may declare the Rent and all other charges,
amounts and payments (calculated as described in paragraph (a) above) to
be due and payable, whereupon such Rent and such other charges, amounts and
payments (as so calculated) shall, subject to Section 17.4, become
immediately due and payable.


 


Section 17.3.                             Rights
of Lessor and Trustee Upon Lease Event of Default, Liquidation Event of Default
or Limited Liquidation Event of Default. If a Lease Event of Default,
Liquidation Event of Default or Limited Liquidation Event of Default shall
occur:


 


(i)                                     In
the case of a Lease Event of Default that shall have occurred and be
continuing, the Lessor may proceed by appropriate court action or actions,
either at law or in equity, to enforce performance by the applicable Lessee of
the applicable covenants and terms of this Lease or to recover damages for the
breach hereof calculated in accordance with Section 17.4;


 


(ii)                                  In
the case of a Liquidation Event of Default or a Limited Liquidation Event of
Default that shall have occurred and be continuing, the Lessor and the Trustee,
to the extent provided in the Indenture and subject to Section 17.4,
shall have all the rights against the Lessees and the Collateral provided in
the Indenture upon such a Liquidation Event of Default or a Limited Liquidation
Event of Default, as the case may be, including the right to take (under the
specified circumstances) possession of Vehicles (to the extent specified in
this Lease or the Indenture, as applicable) immediately;


 


(iii)                               In the case of a
Liquidation Event of Default that shall have occurred and be continuing, the
Lessor may, by notice in writing to the Lessees, terminate this Lease in its
entirety and/or the right


 

















 


of possession
hereunder of the Lessees as to the Vehicles, and the Lessor may direct delivery
by the Lessees of Certificates of Title to the Vehicles, whereupon all rights
and interests of the Lessees to the Vehicles (except as otherwise provided
herein) will cease and terminate (but the Lessees will remain liable hereunder
for the payment of certain amounts as herein provided, calculated in accordance
with Section 17.4); and, in the case of a Limited Liquidation Event
of Default that shall have occurred and be continuing, the Lessor may, by
notice in writing to the Lessees, terminate the right of possession hereunder
of any Lessee as to such number of Vehicles as will generate proceeds from
liquidation in an amount sufficient to pay all principal of and interest on
(and all other amounts due to the holder of) the applicable Group I Notes or to
pay such lesser amount as is required to be paid pursuant to the applicable
Group I Supplement, and the Lessor may direct delivery by such Lessees of
Certificates of Title to such Vehicles, whereupon all right, title and interest
of such Lessees to such Vehicles (except as otherwise provided herein) will
cease and terminate (but such Lessees will remain liable hereunder for the
payment of certain amounts as herein provided, calculated in accordance with Section 17.4).
Upon any termination of the right to possession of any one or more Lessees
pursuant to the previous sentence, the Lessor or its agents may peaceably enter
upon the premises of any such Lessee or other premises where such Vehicles may
be located and take possession of them and thenceforth hold, possess and enjoy
the same free from any right of any such Lessee, or its successors or assigns,
to employ such Vehicles for any purpose whatsoever consistent with the
mitigation of losses and damages, and the Lessor will, nevertheless, have a
right to recover from the applicable Lessee any and all amounts which under the
terms of Section 17.2 (as limited by Section 17.4) of
this Lease may be then due. Each and every power and remedy hereby specifically
given to the Lessor will be in addition to every other power and remedy hereby
specifically given or now or hereafter existing at law, in equity or in
bankruptcy and each and every power and remedy may be exercised from time to
time and simultaneously and as often and in such order as may be deemed
expedient by the Lessor; provided, however, that the measure of
damages recoverable against the Lessees will in any case be calculated in
accordance with Section 17.4. All such powers and remedies will be
cumulative, and the exercise of one will not be deemed a waiver of the right to
exercise any other or others. No delay or omission of the Lessor in the
exercise of any such power or remedy and no renewal or extension of any
payments due hereunder will impair any such power or remedy or will be
construed to be a waiver of any default or any acquiescence therein. Any
extension of time for payment hereunder or other indulgence duly granted to any
Lessee will not otherwise alter or affect the rights of the Lessor or the
obligations hereunder of any Lessee. The acceptance by the Lessor of any
payment after it will have become due hereunder will


 

















 


not be deemed to
alter or affect the rights of the Lessor hereunder with respect to any
subsequent payments or defaults therein;


 


(iv)                              (a) If
a Lessee shall default in the due performance and observance of any of its
obligations under Section 10, 24.4, 24.5, 24.6(iv),
24.6(viii), 24.7 (only to the extent such Lessee defaults in the
performance of its obligation to pay titling fees and registration fees with
respect to Vehicles under such Section 24.7), 24.8, 25.3
or 25.4, and such default shall continue unremedied for a period of 30
days (other than in the case of a default under Section 24.5, for
which the period will be 10 days) after notice thereof shall have been given to
such Lessee by the Lessor or the Master Collateral Agent or (b) an
Affiliate Issuer Liquidation Event of Default relating to an “Enhancement
Deficiency” with respect to any series of any notes issued under an ARG
Non-Segregated Series Supplement shall have occurred, then the Lessor
shall have the ability to exercise all rights, remedies, powers, privileges and
claims of such Lessee against the Manufacturers under or in connection with the
Manufacturer Programs with respect to (1) Vehicles such Lessee has
determined to turn back to the Manufacturers under such Manufacturer Programs and
(2) whether or not such Lessee shall then have determined to turn back
such Vehicles, any Vehicles for which the applicable Repurchase Period will end
within one month or less;


 


(v)                                 Upon
a default in the performance (after giving effect to any grace periods provided
herein) by a Lessee of its obligations or representations under Section 23.6
or 24.15 hereof with respect to any Vehicle, the Lessor, the Master
Collateral Agent or the Trustee shall have the right to take actions reasonably
necessary to correct such default with respect to the subject Vehicle including
the execution of UCC-1 financing statements with respect to Manufacturer
Programs and other general intangibles and the completion of Vehicle Perfection
and Documentation Requirements on behalf of such Lessee;


 


(vi)                              Upon
the occurrence of a Liquidation Event of Default, the Servicer will return or
cause to be returned all Vehicles which are Program Vehicles to the related
Manufacturer and will otherwise dispose of Non-Program Vehicles, in each case
in accordance with the instructions of the Lessor. Upon the occurrence of a
Limited Liquidation Event of Default, the Servicer will return or cause to be
returned Vehicles which are Program Vehicles to the related Manufacturer and
will otherwise dispose of Non-Program Vehicles, in each case to the extent
necessary to generate proceeds in an amount sufficient to pay all interest on
and principal of (and all other amounts due to the holders of) the applicable
Group I Notes or to pay such lesser amount as is required to be paid pursuant
to the applicable Group I Supplement, in each case in accordance with the
instructions of the Lessor. To the extent any


 

















 


Manufacturer fails
to accept any such Vehicles under the terms of the applicable Manufacturer Program, the Lessor shall have the right
otherwise to dispose of such Vehicles and to direct the Servicer to dispose of
such Vehicles in accordance with its instructions. In addition, the Lessor
shall have all of the rights, remedies, powers, privileges and claims vis-à-vis each Lessee necessary or
desirable to allow the Trustee to exercise the rights, remedies, powers,
privileges and claims given to the Trustee pursuant to Sections 9.2 and 9.3 of
the Base Indenture and the Guarantor and each Lessee acknowledges that it has
hereby granted the Lessor all of the rights, remedies, powers, privileges and
claims granted to the Trustee pursuant to Article 9 of the Base Indenture
and that, under the circumstances set forth in the Base Indenture, the Trustee
may act in lieu of the Lessor in the exercise of such rights, remedies, powers,
privileges and claims; and


 


(vii)                           Upon the occurrence and
during the continuation of a Custody Revocation Trigger Event, the Lessor by
notice in writing to a Lessee, may terminate the Power of Attorney as to such
Lessee and the Servicer (provided that, after any such termination of
the Power of Attorney, the Lessor will execute a Power of Attorney as directed
by the Trustee, or the Master Collateral Agent, acting at the direction of the
ARG Trustee as Beneficiary under the Master Collateral Agency Agreement, and
will follow the direction of the Servicer to transfer title to Vehicles so long
as such Vehicles are being transferred in accordance with the terms of this
Lease). Upon any such termination of the Power of Attorney, the Servicer and
each Lessee shall be relieved of any and all of their respective obligations
which the Servicer or any Lessee is not authorized or permitted to perform
without such Power of Attorney; provided, however the Servicer
shall cooperate with and assist the ARG Trustee, the Master Collateral Agent
and any other Person designated by the Beneficiary, including the Disposition
Agent, and their respective agents and designees (a “Beneficiary Designee”),
in facilitating such a return or sale of the Vehicles by the ARG Trustee, the
Master Collateral Agent, the Beneficiary Designee or their respective agents
and designees.


 


Section 17.4.                             Measure
of Damages. If a Lease Event of Default occurs and the Lessor or the
Trustee exercises the remedies granted to the Lessor or the Trustee under this Section 17
or under Section 9.2 of the Indenture, the amount that the Lessor shall be
permitted to recover shall be equal to:


 


(i)                                     all
Rent and other charges, payments and amounts owed under this Lease (calculated
as provided in Section 17.2); plus


 


(ii)                                  any
reasonable out-of-pocket damages and expenses which the Lessor or the Trustee
shall have sustained by reason of such Lease Event of Default, together with
reasonable sums for such attorneys’


 














 


fees and such expenses as will be expended or incurred in the seizure,
storage, rental or sale of the Vehicles or in the enforcement of any right or privilege hereunder or in any
consultation or action in such connection; plus


 


(iii)                               without duplication of payments made pursuant
to Section 5.5, interest (calculated on the basis of a 360-day
year) from time to time on amounts due and unpaid under this Lease for each
Interest Period in the period from the date of the Lease Event of Default or
the date payments were originally due the Lessor under this Lease or from the
date of each expenditure by the Lessor or the Trustee, as applicable, which is
recoverable from the Lessee pursuant to this Section 17, as
applicable, to and including the date payments are made by the Lessee at a rate
for each such Interest Period equal to the VFR for such Interest Period
(converted to a rate per annum) plus 1%.


 


SECTION 18.                          MANUFACTURER EVENTS OF DEFAULT. Upon the occurrence of a Manufacturer Event
of Default with respect to a Manufacturer (each, a “Defaulted Manufacturer”),
the Lessees on behalf of the Lessor (a) shall no longer place Vehicle
Orders for additional Program Vehicles from such Defaulted Manufacturer, and (b) shall
cancel any Vehicle Order for Program Vehicles of such Defaulted Manufacturer to
which a VIN has not been assigned as of the date of such Manufacturer
Event of Default (to the extent such Vehicle Order is cancelable, with or
without penalty). Upon the occurrence of a Manufacturer Event of Default, the
Servicer agrees to (i) act at the direction of the Lessor or the Trustee
to take commercially reasonable action to liquidate the Program Vehicles
subject to a Manufacturer Program with respect to which such Manufacturer Event
of Default has occurred or (ii) convert such Program Vehicles to
Non-Program Vehicles promptly, or in the case of a Specified Manufacturer Event
of Default, within 30 days of the occurrence of such Specified Manufacturer
Event of Default in accordance with Section 14 and subject to the limitations
set forth therein.


 


SECTION 19.                          CERTIFICATION OF TRADE OR BUSINESS USE. Pursuant to Section 7701 of the Code,
each Lessee will deliver to the Lessor a certificate in the form of Attachment
C hereto, warranting and certifying that (1) such Lessee intends to
use the Vehicles leased by it hereunder in a trade or business of such Lessee,
and (2) such Lessee has been advised that it will not be treated as the
owner of the Vehicles leased by it hereunder for federal income tax purposes.


 


SECTION 20.                          SURVIVAL. In the event that, during the term of this Lease, a Lessee or the
Guarantor becomes liable for the payment or reimbursement of any obligations,
claims or taxes pursuant to any provision hereof, such liability will continue,
notwithstanding the expiration or termination of this Lease, until all such
amounts are paid or reimbursed by such Lessee or the Guarantor.


 


SECTION 21.                          RIGHTS OF LESSOR PLEDGED TO MASTER COLLATERAL
AGENT AND TRUSTEE.
Notwithstanding anything to the contrary


 

















 


contained
in this Lease, each Lessee and the Guarantor acknowledges that the Lessor,
pursuant to the Master Collateral Agency Agreement, has granted a security
interest to the Master Collateral Agent, for the benefit of the ARG Trustee, as
Beneficiary under the Master Collateral Agency Agreement, in all of its right,
title and interest in, to and under the Vehicles, the related Manufacturer
Programs (other than rights thereunder with respect to Vehicle Repurchase
Rights that have been pledged or sold), the Master Collateral Account and all
other related Master Collateral specified in the Master Collateral Agency
Agreement as being pledged by the Lessor and that, pursuant to the Group I
Supplements and the Indenture, the Lessor has granted a security interest to
the Trustee (for the benefit of the Group I Noteholders) in all of its right,
title and interest in, to and under the Collateral Agreements, the Group I
Collection Account and the other Collateral described in the Group I
Supplements. Accordingly, each Lessee and the Guarantor agree that:


 


(i)                                     Subject to the terms of the Indenture, the
Trustee shall have all the rights, powers, privileges and remedies of the
Lessor hereunder. Specifically, each Lessee and the Guarantor agrees that, upon
the occurrence of an Amortization Event, the Trustee or, with respect to any
Master Collateral, the Master Collateral Agent (for and on behalf of the ARG
Trustee, as Beneficiary under the Master Collateral Agency Agreement) may
exercise any right or remedy available upon the occurrence of the event or
events giving rise to such Amortization Event against any Lessee or the
Guarantor provided for herein or in the Indenture or the Master Collateral
Agency Agreement, as applicable, and neither any Lessee nor the Guarantor will
interpose as a defense that such claim should have been asserted by the Lessor;


 


(ii)                                  Upon the delivery by the Master Collateral
Agent or the Trustee of any notice to a Lessee or the Guarantor stating that a
Lease Event of Default or any Amortization Event has occurred, then the Lessee
or the Guarantor, will, if so requested by the Master Collateral Agent (with
respect to the Master Collateral) or the Trustee (with respect to the
Collateral), treat the Master Collateral Agent or the Trustee, as the case may
be, or the designee of the Master Collateral Agent or the Trustee, as the case
may be, for all purposes as the Lessor hereunder and in all respects comply
with all obligations under this Lease that are asserted by the Master
Collateral Agent or the Trustee (or such designee), as the case may be, as the
successor to the Lessor hereunder, irrespective of whether the Lessee or the
Guarantor has received any such notice from the Lessor;


 


(iii)                               Each Lessee acknowledges that pursuant to the
Indenture, the Lessor has irrevocably authorized and directed the Lessees to,
and the Lessees shall, make payments of Rent and other charges and payments
under this Lease by deposit directly to the Group I Collection Account
established by the Trustee for receipt of such payments pursuant to the
Indenture and the Group I Supplements (or to such other account as


 

















 


the Trustee may from time to time specify to the Lessees), and such
payments shall discharge the obligation of the Lessees to the Lessor hereunder
with respect to Rent and other charges and payments to the extent of such
payments;


 


(iv)                              Upon request made by the Master Collateral
Agent at any time, each Lessee will take such actions as are requested by the
Master Collateral Agent to maintain the Master Collateral Agent’s perfected
first priority security interest in the Vehicles leased by such Lessee under
this Lease, the Certificates of Title with respect thereto and the Master
Collateral pursuant to the Master Collateral Agency Agreement;


 


(v)                                 Reserved;


 


(vi)                              In the event that the Trustee determines to
take action pursuant to the provisions of Section 9.2(d) of the Base
Indenture, the Trustee may, without notice to the Lessor (unless such notice is
required by applicable state law), the Servicer, any Lessee or the Guarantor,
direct the Master Collateral Agent to take legal proceedings for the
appointment of a receiver to take possession of Vehicles pending the sale
thereof and in any such event the Trustee shall be entitled to the appointment
of a receiver for the Vehicles, and none of the Lessor, the Servicer, any
Lessee or the Guarantor shall object to such appointment; and


 


(vii)                           Each Lessee hereby authorizes the Lessor and
the Trustee, as applicable, to give directions to the Master Collateral Agent
to perform any obligation which such Lessee shall have failed to perform under
the Related Documents, including, but not limited to, any directions permitted
by Section 3.4 of the Master Collateral Agency Agreement.


 


SECTION 22.                          MODIFICATION AND SEVERABILITY. No delay on the part of the Lessor, the
Trustee or the Master Collateral Agent in the exercise of any right, power or
remedy shall operate as a waiver thereof, nor shall any single or partial
exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Lease shall in any event be effective unless the same shall be in
writing and signed and delivered by the Lessor, the Lessees, and (except as to
the matters referred to in Section 28.3) the Guarantor and
consented to in writing by the Trustee acting at the direction and on behalf of
the Required Noteholders with respect to each Series of Group I Notes
under the Base Indenture. A copy of any such amendment, modification, waiver or
consent shall be delivered to the Master Collateral Agent.


 

















 


Notwithstanding the foregoing provisions of this Section 22,
the Lessor, the Lessees and the Guarantor may, at any time and from time to
time, without the consent of the Trustee or the Group I Noteholders, enter into
any amendment, supplement or other modification to this Lease to cure any
apparent mistake, ambiguity or defect or to correct or supplement any provision
in this Lease that may be inconsistent with any other provision herein or to
make any other provisions with respect to matters or questions arising under
this Lease; provided, however, that (i) any such action
shall not have a materially adverse effect on the interests of any Group I
Noteholders as set forth, at the request of the Trustee, in an Opinion of
Counsel and a certificate of the Lessor and Lessees addressed to the Trustee
and (ii) a copy of such amendment, supplement or other modification is
furnished to the Trustee and (as applicable) each Rating Agency in accordance
with the notice provisions hereof not later than ten days prior to the
execution thereof by the Lessor, the Lessees and the Guarantor.


 


SECTION 23.                          CERTAIN REPRESENTATIONS AND WARRANTIES. Each Lessee and the Servicer represents and
warrants to the Lessor, as to itself and the Vehicles leased by it, and the
Guarantor represents and warrants to the Lessor as to itself and as to each
Lessee and the Servicer and as to all Vehicles, that, as of the Initial Closing
Date and, except to the extent such representation and warranty expressly
relates to an earlier date, (i) as of the date hereof, (ii) as of
each Vehicle Funding Date and (iii) as of the Closing Date with respect to
each subsequent Series of Group I Notes:


 


Section 23.1.                             Organization; Power; Qualification. The Guarantor and each Lessee (i) is a
corporation, limited liability company or partnership, as applicable, duly
organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization, as applicable, (ii) has the
requisite power and authority to own its properties and to carry on its
business as now being and hereafter proposed to be conducted, and (iii) is
duly qualified, in good standing and authorized to do business in each
jurisdiction in which the character of its properties or the nature of its
businesses requires such qualification or authorization, except where the
failure to so qualify is not reasonably likely to have a Material Adverse
Effect.


 


Section 23.2.                             Authorization; Enforceability. The Guarantor, the Servicer and each Lessee
has the requisite power and has taken all necessary corporate action to
authorize it to execute, deliver and perform this Lease and each of the other
Related Documents to which it is a party in accordance with their respective
terms, and to consummate the transactions contemplated hereby and thereby. This
Lease has been duly executed and delivered by the Guarantor, the Servicer and
each Lessee and is, and each of the other Related Documents to which any
Lessee, the Servicer or the Guarantor is a party is, a legal, valid and binding
obligation of such Lessee, the Servicer or the Guarantor, as applicable,
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization and similar laws
affecting creditors generally and by the availability of equitable remedies.


 


Section 23.3.                             Compliance. The execution, delivery and performance, in accordance with their
respective terms, by each Lessee, the Guarantor and the Servicer of


 

















 


this
Lease and each of the other Related Documents to which it is a party, and the
consummation of the transactions contemplated hereby and thereby, do not and
will not (i) require any consent, approval, authorization or registration
not already obtained or effected, except where the failure to obtain any such
consent, approval or authorization or to register is not reasonably likely to
have a Material Adverse Effect, (ii) violate any applicable law with
respect to any Lessee, the Servicer or the Guarantor or otherwise, as
applicable, which violation is reasonably likely to have a Material Adverse
Effect, (iii) conflict with, result in a breach of, or constitute a
default under the certificate of incorporation or by-laws or other
organizational documents, if applicable, of any Lessee, the Servicer or the Guarantor, or under any indenture,
agreement, or other instrument to which any Lessee (in its capacities as Lessee
or otherwise), the Guarantor or the Servicer, is a party or by which its
properties may be bound, which conflict, breach or default is reasonably likely
to have a Material Adverse Effect, or (iv) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Guarantor or any Lessee, except Permitted
Encumbrances.


 


Section 23.4.                             Financial Information; Financial Condition. All financial statements (including the
notes thereto) referred to in the following sentence and hereafter furnished to
the Lessor, the Master Collateral Agent or the Trustee pursuant to Section 24.6
have been and will be prepared in accordance with GAAP and do and will present fairly the financial
condition of the entities involved as of the dates thereof and the results of
their operations for the periods covered thereby, subject, in the case of all
unaudited statements, to normal year-end adjustments and lack of footnotes and
other presentation items. Such financial statements are (i) the condensed
consolidated financial statements (unaudited) of the Guarantor and its
Consolidated Subsidiaries as of and for the nine months ended September 30,
2004 and the related statements of income, changes in stockholders’ equity and
cash flow as of and for the nine months ended September 30, 2004, and (ii) the
consolidated financial statements (as restated) of the Guarantor and its
Consolidated Subsidiaries as of December 31, 2003 and for the period from October 1,
2003 to December 31, 2003 and the related statements of income, changes in
stockholders equity and cash flow as of December 31, 2003 and for the
period from October 1, 2003 to December 31, 2003, which (in the case
of clause (i) and (ii) above) have been furnished to
the Lessor and the Trustee on or prior to the date hereof.


 


Section 23.5.                             Litigation. Except for claims as to which the insurer has admitted coverage in
writing and which are fully covered by insurance, no claim, litigation
(including, without limitation, derivative actions), arbitration, governmental
investigation or proceeding or inquiry is pending or, to the best of the
Guarantor’s, the Servicer’s and each Lessee’s knowledge, threatened against the
Guarantor, the Servicer or any Lessee which is reasonably likely to have a
Material Adverse Effect.


 


Section 23.6.                             Liens. The Vehicles and other Master Collateral are free and clear of all
Liens other than Permitted Liens. All Vehicle Perfection and Documentation
Requirements with respect to all Vehicles on or after the date hereof have been
and will continue to be satisfied, except to the extent that the failure to
comply with such requirements does not, in the aggregate, materially adversely
affect either the interests of


 

















 


the
Lessor or Group I Noteholders under this Lease or the Indenture or the
likelihood of payment of all Rent and other charges and payments due under this
Lease.


 


Section 23.7.                             Employee Benefit Plans. (a): (i) During the twelve consecutive
month period prior to the date hereof and prior to the Closing Date for each
other Series of Group I Notes, no steps have been taken by the Guarantor,
the Servicer, any Lessee, or any member of their Controlled Group, or to the
knowledge of the Guarantor, the Servicer or any Lessee, by any Person, to
terminate any Pension Plan that could give rise to any liability under Title IV
of ERISA and (ii) no contribution failure has occurred or exists with
respect to any Pension Plan maintained or previously maintained by the
Guarantor, the Servicer, any Lessee, or any member of their Controlled Group
sufficient to give rise to a Lien under Section 302(f)(1) of ERISA in
connection with such Pension Plan; and (b) no condition exists or event or
transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Guarantor, the
Servicer, any Lessee, or any member of the Controlled Group of liabilities
(including, without limitation, Multiemployer Plan and Multiple Employer Plan
withdrawal liabilities), fines or penalties in an amount that will have a
Material Adverse Effect.


 


Section 23.8.                             Securities Laws. Neither the Guarantor, the Servicer nor any
Lessee is an “investment company” or is a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act, and the entering
into or performance by the Guarantor, the Servicer and the Lessees of this
Lease does not violate any provision of the Investment Company Act and does not
require any consent, approval or authorization of, or registration with, the
Securities and Exchange Commission or any other similar governmental or public
body or authority.


 


Section 23.9.                             Registered Organization. Each of the Guarantor, the Servicer and
each Lessee is a Registered Organization.


 


Section 23.10.                       Business Locations; Trade Names. Schedule 23.10 lists the
jurisdiction under which each Lessee, the Servicer and the Guarantor is
organized and where each such entity maintains its chief executive office,
principal place of business, location of its consolidated business and
financial records and its location for purposes of Sections 9-307 and 9-501 of
the New York Uniform Commercial Code as of the date hereof; and Schedule 23.10
also lists as of the date hereof the legal name of each Lessee, the Servicer
and the Guarantor and each name under or by which each Lessee conducts its
business and each state in which such Lessee conducts business. Notwithstanding
Section 22 hereof, Schedule 23.10 shall be deemed to be updated from
time to time upon completion of the actions required by Section 25.5.


 


Section 23.11.                       Taxes. The Guarantor, the Servicer and each Lessee has filed all material
tax returns which have been required to be filed by it, and has paid or
provided in all material respects adequate reserves for the payment of all
taxes, including, without limitation, all payroll taxes and federal and state
withholding taxes, and all assessments payable by it that have become due,
other than those that are not yet


 

















 


delinquent
or that are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been established, and are being
maintained, in accordance with GAAP. As of the date hereof, there is no ongoing
audit (other than routine audits) or, to the Guarantor’s, the Servicer’s or any
Lessee’s knowledge, other governmental investigation of the tax liability of
the Guarantor, the Servicer or any Lessee and there is no unresolved claim by a
taxing authority concerning the Guarantor’s, the Servicer’s or any Lessee’s tax
liability for any period for which returns have been filed or were due other
than those contested in good faith by appropriate proceedings and with respect
to which, in all material respects, adequate reserves have been established,
and are being maintained, in accordance with GAAP.


 


Section 23.12.                       Governmental Authorizations. The Guarantor, the Servicer and each Lessee
has all licenses, franchises, permits and other governmental authorizations
necessary for all businesses presently carried on by it (including owning and leasing
the real and personal property owned and leased by it), except where failure to
obtain such licenses, franchises, permits and other governmental authorizations
is not reasonably likely to have a Material Adverse Effect.


 


Section 23.13.                       Eligible Vehicles; Fleet Sharing Parties. Each Vehicle is or will be, on the Vehicle
Funding Date therefor hereunder, an Eligible Vehicle, and each party sharing a
Vehicle with a Lessee (other than an Other Permitted User using, pursuant to Section 8,
Vehicles leased by such Named Lessee) is or will be, as the case may be, a
Fleet Sharing Party on the date that the Fleet Sharing Agreement applicable to
such Vehicle commences.


 


Section 23.14.                       Accuracy of Information. All certificates, reports, statements,
documents and other information furnished to the Lessor, the Trustee or the
Master Collateral Agent by the Guarantor, the Servicer or any Lessee pursuant
to any provision of any Related Document, or in connection with or pursuant to
any amendment or modification of, or waiver under, any Related Document, shall,
at the time the same are so furnished, be complete and correct in all material
respects to the extent necessary to give the Lessor, the Trustee or the Master
Collateral Agent, as the case may be, true and accurate knowledge of the
subject matter thereof, and the furnishing of the same to the Lessor, the
Trustee or the Master Collateral Agent, as the case may be, shall constitute a
representation and warranty by the Guarantor, the Servicer or such Lessee, as
applicable, made on the date the same are furnished to the Lessor, the Trustee
or the Master Collateral Agent, as the case may be, to the effect specified
herein.


 


Section 23.15.                       Solvency. Neither the Guarantor, the Servicer nor any Lessee is insolvent (as such term is defined in the
Bankruptcy Code), and the Guarantor, the Servicer and each Lessee has adequate
capital or assets to carry on its businesses, and intends to and believes that
it will be able to pay its debts as such debts become due.


 


Section 23.16.                       Ownership. All partnership interests in the Lessor, or stock of the General
Partner, owned by Vanguard are owned free and clear of all Liens; except as set
forth on Schedule 23.16.


 

















 


Section 23.17.                       Necessary Actions. Upon the Servicer causing the Lien of the
Master Collateral Agent to be noted on the Certificates of Title with respect
to the Vehicles or as otherwise provided for by the Master Collateral Agency
Agreement or the Indenture, all filings, registrations and recordings necessary
or appropriate to create, preserve, protect and perfect the security interest
granted to the Master Collateral Agent in respect of the Master Collateral have
been accomplished and the security interest granted to the Master Collateral
Agent pursuant to the Master Collateral Agency Agreement in and to the Master
Collateral constitutes a perfected security interest therein prior to the
rights of all other Persons therein and subject to no other Liens other than
Permitted Liens and is entitled to all rights, priorities and benefits afforded
to perfected security interests by the UCC or other relevant law as enacted in
any relevant jurisdiction.


 


Section 23.18.                       Supplemental Documents True and Correct. All information contained in any Vehicle
Order or any other material Supplemental Document which has been submitted, or
which may hereafter be submitted by the Guarantor, the Servicer or any Lessee
to the Lessor is, or will be as of the date of such Vehicle Order or other
Supplemental Document, true, correct and complete in all material respects.


 


SECTION 24.                          CERTAIN AFFIRMATIVE COVENANTS. Each Lessee and, as applicable, each of the
Servicer and the Guarantor, covenants and agrees that, until the expiration or
termination of this Lease, and thereafter until the obligations of such Lessee,
the Servicer and the Guarantor under this Lease and the Related Documents are
satisfied in full, unless at any time the Lessor, the Master Collateral Agent
(solely in respect of Sections 24.2 and 24.3 (as it relates to
keeping adequate books and records of account in which complete entries will be
made), 24.5, clauses (iii) through (viii) of Section 24.6
and Sections 24.8, 24.10, 24.11, 24.12 and 24.15)
and the Trustee shall otherwise expressly consent in writing, it will:


 


Section 24.1.                             Corporate Existence; Foreign Qualification. Do and cause to be done at all times all
things necessary to (i) maintain and preserve its (a) existence as a
corporation, limited liability company or partnership, as applicable, and (b) power
and authority to own its properties and to carry on its business, (ii) be
duly qualified to do business and in good standing as a foreign corporation in
each jurisdiction where the nature of its business makes such qualification
necessary, except where the failure to so qualify is not reasonably likely to
have a Material Adverse Effect and (iii) comply with all Contractual
Obligations and Requirements of Law binding upon it, except to the extent that
the failure to comply therewith is not reasonably likely to, in the aggregate,
have a Material Adverse Effect.


 


Section 24.2.                             Books, Records and Inspections. (i) Maintain complete and
accurate books and records with respect to Vehicles leased under this Lease and
the other Master Collateral; (ii) at any time and from time to time during
regular business hours, upon not less than reasonable prior notice from the
Lessor, the Master Collateral Agent or the Trustee, permit the Lessor, the
Master Collateral Agent or the Trustee (or such other person who may be
designated from time to time by the Lessor, the Master Collateral Agent or the
Trustee), or its agents or representatives, to examine and make copies of


 

















 


such
books, records and documents in the possession or under the control of such
Lessee relating to the Vehicles leased under this Lease and the other Master
Collateral as the Lessor, the Master Collateral Agent, the Trustee, or such
person may reasonably request (including in connection with the Lessor’s, the
Trustee’s or the Master Collateral Agent’s satisfaction of any requests of a
Manufacturer performing an audit under its Manufacturer Program); (iii) permit
the Lessor, the Master Collateral Agent or the Trustee (or such other person
who may be designated from time to time by the Lessor, the Master Collateral
Agent or the Trustee), or its agents or representatives, to visit the office
(which office shall be in the continental United States and, if it is not the
office where such materials normally are kept, shall be accessible without
unreasonable effort or expense) and properties of such Lessee or the Servicer
for the purpose of examining such materials, and to discuss matters relating to
the Vehicles leased under this Lease and the other Master Collateral or such
Lessee’s (or the Servicer’s) performance under this Lease with such Lessee’s or
Servicer’s independent public accountants or with any of the officers or
employees of such Lessee or the Servicer having knowledge of such matters; (iv) permit
the Lessor, the Master Collateral Agent or the Trustee or any authorized
representative of the Lessor, the Master Collateral Agent or the Trustee,
during reasonable business hours from time to time, upon reasonable prior
notice, without disruption of such Lessees’ or the Fleet Sharing Parties’ business
and subject to applicable law, to inspect Vehicles and registration
certificates, Certificates of Title and related documents covering Vehicles
wherever the same may be located; and (v) make reasonable efforts to
confirm to the Lessor, the Master Collateral Agent and the Trustee the
location, mileage and condition of each Vehicle and to make available for the
Lessor’s, the Master Collateral Agent’s or the Trustee’s inspection (such
inspection to be conducted without disturbing the ordinary conduct of such
Lessee’s business) within a reasonable time period, not to exceed forty-five
(45) days, the Vehicles at the location where the Vehicles are normally
domiciled; provided, however, that in the case of clauses (ii),
(iii) and (iv) above, any of the Master Collateral
Agent and the Trustee and/or their agents or representatives, as applicable,
examining any such material on any date shall perform such examination at the
same time as the other such parties performing such examination of such
material on such date.


 


Section 24.3.                             Accounting Methods; Financial Records. Maintain, and cause its material Subsidiaries to maintain, a system of
accounting established and administered in accordance with GAAP, keep, and
cause its material Subsidiaries to keep, adequate records and books of account
in which complete entries will be made in accordance with such accounting
principles and reflecting all transactions required to be reflected by such
accounting principles and keep, and cause its material Subsidiaries to keep,
accurate and complete records of their respective properties and assets.


 


Section 24.4.                             Insurance. (a) Maintain or cause to be maintained, with financially sound
and reputable insurers satisfactory to the Lessor and the Trustee, (i) personal
injury and damage insurance (including self-insurance) with respect to the
Vehicles and (ii) insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by corporations
of established reputation


 

















 


engaged
in the same or similar businesses and similarly situated, in each case, of such
types and in such amounts as are customarily carried under similar
circumstances by such other corporations, and the Guarantor and each Lessee
shall, from time to time, deliver to the Lessor and the Trustee (as the Lessor
or the Trustee shall request), copies of certificates describing all such
insurance then in effect; provided, however, that any Lessee may
continue its current practices of self-insurance by setting aside adequate
reserves to cover any and all losses: (x) which would otherwise be covered
under any standard comprehensive and collision policies of insurance; and (y)
arising from liability to third parties for bodily injuries, death, and
property damage in an aggregate amount reasonably determined by such Lessee and
not less than that which is customary for companies of a similar size or
engaged in the same or similar activities which relative to Vehicles
registered, licensed, rented or to be used in the state of Oklahoma shall be in
an amount which contains limits of not less than $100,000 per claim and
$300,000 per occurrence for bodily injury liability and $50,000 property damage
liability and bodily injury liability; provided  further,
however, that the Lessees shall obtain excess insurance coverage in an
amount not less than $30,000,000 for any claims of liability against the
Lessees relating to their ownership or use of Vehicles.


 


(b)                                 Require that each insurance policy referred
to in the foregoing clause (a) provide for at least thirty (30)
days’ prior written notice to the Master Collateral Agent of any termination of
or proposed cancellation or nonrenewal of such policy and that each insurance
policy insuring assets pledged to the Master Collateral Agent name the Master
Collateral Agent as an additional insured or additional loss payee, as
appropriate, pursuant to certificates in form and substance reasonably
satisfactory to the Master Collateral Agent.


 


Section 24.5.                             Manufacturer Programs. Turn in each Program Vehicle leased by a
Lessee hereunder to the relevant Manufacturer within the Repurchase Period
therefor pursuant to Section 12.2 (unless the Lessee (i) sells
such Vehicle pursuant to Section 27 or Section 8 of Annex
A hereto and, prior to the end of the Repurchase Period therefor, causes to
be deposited to the Master Collateral Account the sales proceeds therefor in
cash in the amount required pursuant to such applicable Section, (ii) purchases
such Vehicle as permitted by, and pursuant to the requirements of, this Lease
and, prior to the end of the Repurchase Period therefor, deposits in the Group
I Collection Account the purchase price therefor in cash in the amount so
required, (iii) in the case of any Vehicle that suffers a Casualty or
ceases to be an Eligible Vehicle, deposits in the Group I Collection Account
the Casualty Payment therefor in cash pursuant to Section 7 or (iv) redesignates such
Vehicle as a Non-Program Vehicle in accordance with Section 14);
and, with respect to each Program Vehicle leased by the Lessee hereunder,
comply in all material respects with all of its obligations under the
Manufacturer Program relating to such Vehicle.


 


Section 24.6.                             Reporting Requirements. Except as otherwise specified below,
furnish, or cause to be furnished to the Lessor, the Master Collateral Agent
and the Trustee:


 

















 


(i)                                     Audit Report. As soon as available and in any event
within one hundred and twenty (120) days after the end of each fiscal year of
the Guarantor, (x) consolidated financial statements consisting of a balance
sheet of the Guarantor and its Consolidated Subsidiaries as at the end of such
fiscal year and statements of income, stockholders’ equity and cash flows of
the Guarantor and its Consolidated Subsidiaries for such fiscal year, setting
forth in comparative form the corresponding figures for the preceding fiscal
year (if applicable), certified by and containing an opinion, unqualified as to
scope, of a firm of independent certified public accountants of nationally
recognized standing selected by the Guarantor and acceptable to the Lessor and the
Trustee, and (y) an Officer’s Certificate of an Authorized Officer of the
Guarantor, addressed to the Lessor, the Trustee and the Master Collateral Agent
stating that such officer has reviewed the books and records of the Guarantor
and its Consolidated Subsidiaries, and certifying that no Potential Lease Event
of Default or Lease Event of Default has occurred which was continuing at the
close of such fiscal year or on the date of such Officer’s Certificate or, if
such an event has occurred and was continuing at the close of such fiscal year
or on the date of such Officer’s Certificate, the nature of such event;


 


(ii)                                  Quarterly Statements. As soon as available and in any event
within sixty (60) days after the end of each of the first three quarters of
each fiscal year of the Guarantor, (x) financial statements consisting of
consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries
as at the end of such quarter and statements of income, stockholders’ equity
and cash flows of the Guarantor and its Consolidated Subsidiaries for each such
quarter, setting forth in comparative form the corresponding figures for the
corresponding periods of the preceding fiscal year (if applicable), all in
reasonable detail and certified (subject to normal year-end audit adjustments)
by a senior financial officer of the Guarantor as having been prepared in
accordance with GAAP, and (y) a letter from such officer addressed to the
Lessor, the Trustee and the Master Collateral Agent stating that no Potential
Lease Event of Default or Lease Event of Default has come to his attention
which was continuing at the end of such quarter or on the date of his letter,
or, if such an event has come to his attention and was continuing at the end of
such quarter or on the date of his letter, indicating the nature of such event
and the action which the Guarantor proposes to take with respect thereto;


 


(iii)                               Lease Events of Default; Amortization Events. Promptly after becoming aware thereof, (a) notice
of the occurrence of any Potential Lease Event of Default or Lease Event of
Default, together with a written statement of an Authorized Officer of the
Lessee describing such


 

















 


event and the action that the Guarantor or the applicable Lessee
proposes to take with respect thereto, and (b) notice of any Potential
Amortization Event or Amortization Event;


 


(iv)                              Monthly Vehicle Statements. To the Master Collateral Agent, on or
before each Determination Date, the Servicer shall deliver a monthly vehicle
statement (each, a “Monthly Vehicle Statement”) which shall specify (i) the
last eight digits of the VIN for each Vehicle leased hereunder during the
Related Month by each Lessee, (ii) the Capitalized Cost for each such
Vehicle and (iii) the aggregate Net Book Value of such Vehicles as of the
end of the Related Month;


 


(v)                                 Daily Reports. The Servicer shall deliver to the Master
Collateral Agent, on each Business Day, a copy of the most recent Daily Report
(as defined below). On each Business Day commencing on the Lease Commencement
Date, the Servicer shall prepare or cause to be prepared and maintain at its
office a record (each, a “Daily Report”) setting forth, with respect to
the immediately preceding Business Day: (A) the aggregate amount of
payments received from Manufacturers and/or auction dealers under Manufacturer
Programs related to the Vehicles and deposited in the Group I Collection
Account from the Master Collateral Account or otherwise, plus (B) the
aggregate amount of proceeds received from third parties (other than
Manufacturers and auction dealers under Manufacturer Programs) with respect to
the sale of Vehicles and deposited in the Group I Collection Account from the
Master Collateral Account or otherwise, plus (C) by date of sale,
the aggregate amount of proceeds received from a Manufacturer Receivables
Purchaser with respect to Vehicle Repurchase Rights sold to such Manufacturer
Receivables Purchaser and deposited in the Group I Collection Account from the
Master Collateral Account or otherwise, plus (D) by date of pledge, the aggregate
amount of proceeds received from the pledge of Vehicle Repurchase Rights to a
Manufacturer Receivables Transferee or a Master Exchange Lender and deposited
to the Master Collateral Account and (E) the aggregate amount of other
Collections deposited in the Group I Collection Account;


 


(vi)                              Monthly Noteholder’s Statement. (a) On or before each Determination
Date, an Officer’s Certificate of the Servicer (each, a “Monthly Noteholder’s
Statement”), and (b) no later than 4:00 p.m. (New York City time)
on the day preceding each Payment Date (provided, however, that
if such day preceding a Payment Date is not a Business Day, then no later than
10:00 a.m. (New York City time) on such Payment Date), a supplementary
Officer’s Certificate of the Servicer (each, a “Supplementary Noteholder’s
Statement”), in each case, with respect to each Group I Supplement in such
form and setting forth such information as such Group I Supplement requires
with respect thereto;


 

















 


(vii)                           Non-Program Vehicle Report. On March 31, 2005, and on an annual
basis thereafter on March 31 of each year, or as otherwise agreed by
Standard & Poor’s, the Servicer shall cause a firm of nationally
recognized independent public accountants (who may also render other services
to the Servicer and which is acceptable to Standard & Poor’s) to
furnish a report with respect to each Group I Supplement (each, a “Non-Program
Vehicle Report”) to the Rating Agencies, with a copy furnished to the
Lessor and the Trustee, to the effect that they have performed certain agreed
upon procedures (effective through December 31 of the preceding year) as
are specified in such Group I Supplement;


 


(viii)                        Manufacturers. Promptly after obtaining actual knowledge
thereof, notice of any Manufacturer Event of Default or termination or
replacement of a Manufacturer Program or prospective change in any Manufacturer
Program;


 


(ix)                                Litigation. Promptly after becoming aware thereof, notice of any claims,
litigation, arbitration, governmental investigation or proceeding or inquiry that
is pending or, to the best of the Guarantor’s, the Servicer’s or any Lessee’s
knowledge, threatened against the Guarantor, the Servicer or any Lessee which
is reasonably likely to have a Material Adverse Effect;


 


(x)                                   ERISA. With respect to any Pension Plan maintained by any member of the
Guarantor’s, the Servicer’s or any Lessee’s Controlled Group, promptly after
becoming aware thereof, notice of (x) the termination of any such Pension Plan;
(y) the failure to make a contribution to any such Pension Plan sufficient to
give rise to a Lien under Section 302(f)(1) of ERISA; and (z) the
existence or occurrence of a condition, event or transaction with respect to
any such Pension Plan which could reasonably be expected to result in the
incurrence by the Guarantor, the
Servicer, any Lessee or any member of the Controlled Group of liabilities,
fines or penalties in an amount that is reasonably likely to have a Material
Adverse Effect;


 


(xi)                                Notice of Final Judgment. Promptly upon becoming aware thereof,
provide to Moody’s notice of any final judgment rendered against the Lessor;
and


 


(xii)                             Other. Promptly, from time to time, such other information, documents, or
reports respecting the Vehicles or the other Master Collateral or the
condition, financial or otherwise, or operations of the Guarantor, the Lessees
or the Servicer as the Lessor, the Master Collateral Agent or the Trustee may
from time to time reasonably request in order to protect the interests of the
Lessor, the Master Collateral Agent


 

















 


or the Trustee under or as contemplated by this Lease or any other
Related Document.


 


Section 24.7.                             Taxes and Liabilities. Pay when due all material taxes,
assessments and other material (determined on a consolidated basis) liabilities
(including titling fees and registration fees payable with respect to Vehicles)
except as contested in good faith and by appropriate proceedings with respect
to which in all material respects adequate reserves have been established, and
are being maintained, in accordance with GAAP and such nonpayment is not
reasonably likely to result in a Material Adverse Effect.


 


Section 24.8.                             Maintenance of the Vehicles. (i) Maintain and cause to be
maintained in good repair, working order, and condition all of the Vehicles in
accordance with its ordinary business practices with respect to all other
vehicles owned by it and will use commercially reasonable efforts to maintain
each such Vehicle that is a Program Vehicle as an eligible vehicle under the
related Manufacturer Program, except in each case to the extent that any such
failure to comply with such requirements is not reasonably likely to, in the
aggregate, materially adversely affect the interests of the Lessor, the Master
Collateral Agent, the Group I Noteholders or the Trustee in, to and under this
Lease, the Master Collateral Agency Agreement and its supplements and addenda,
the Indenture and the Group I Supplements then in effect or the likelihood of
the Lessee’s payment of its obligations hereunder and (ii) perform
(subject to any applicable grace periods) all of its obligations as Servicer as
set forth in the Master Collateral Agency Agreement.


 


Section 24.9.                             Maintenance of Separate Existence. (i) Maintain in place all policies and
procedures, and take and continue to take all actions, described in the factual
assumptions set forth in those certain opinion letters issued by Weil, Gotshal &
Manges LLP, in each case dated March 4, 2005 addressing, respectively, the
issue of substantive consolidation as it may relate to the Guarantor, the
Lessees and the Lessor and the treatment of this Lease as a true lease for
bankruptcy purposes (a copy of which opinion letters the Guarantor and each
Lessee hereby acknowledges it has received) and relating to it, and (ii) on
each March 31 and September 30, commencing March 31, 2005,
provide to the Rating Agencies, the Trustee and the Master Collateral Agent an
Officer’s Certificate certifying that it is in compliance with its obligations
under this Section 24.9.


 


Section 24.10.                       Repurchase Payments; Sales Proceeds. (i) Direct each Manufacturer to make
all payments under the Manufacturer Programs with respect to Program Vehicles
leased under this Lease directly to the Master Collateral Account; (ii) cause
all payments by any other Persons (including payments contemplated by Section 12.2)
with respect to any Master Collateral to be made (subject to the proviso
to this Section) directly to the Master Collateral Account; (iii) in the
case of any such payments with respect to any Master Collateral received
directly by a Lessee, except as described in the proviso to this
Section, by the second Business Day following its receipt thereof, deposit such
payments into the Master Collateral Account; and (iv) within two Business
Days of a Lessee’s receipt thereof, deposit all amounts representing the
proceeds from


 

















 


sales
by auction dealers under a Guaranteed Depreciation Program and sales (including
amounts paid to such Lessee by a Manufacturer as a result of such Lessee’s sale
of such Vehicle outside such Manufacturer’s Manufacturer Program) of Vehicles
by a Lessee to third parties (other than under any related Manufacturer
Program) into the Master Collateral Account; provided, however,
that insurance proceeds with respect to Vehicles will only be deposited into
the Master Collateral Account if an Amortization Event, Potential Amortization
Event or Affiliate Issuer Liquidation Event shall have occurred and be
continuing.


 


Section 24.11.                       Certificates of Title: Verification of Titles. (i) Take, or cause to be taken, such
action as shall be necessary to submit all of the Certificates of Title to the
appropriate state authority for notation of the Master Collateral Agent’s Lien
thereon (it being understood and agreed that pursuant and subject to the Master
Collateral Agency Agreement, the original Certificates of Title relating to the
Vehicles and reflecting such Lien notation by the appropriate state authority
shall be held by the applicable Sub-Servicer thereof or by the Servicer or by
an Affiliate thereof, in trust for the benefit of the Master Collateral Agent
and the Trustee as assignee of the Lessor, and the Certificates of Title and
the custody thereof shall be subject to all of the provisions of the Master
Collateral Agency Agreement); (ii) no more than annually upon request of
any one (but not more than one) of the Lessor, the Trustee or the Master
Collateral Agent, cause a title check of a statistical sample of titles (such
statistical sample to be compiled taking into account the multiple locations
(if more than one) at which the Certificates of Title with respect to the
Vehicles are held by the Sub-Servicers and/or the Servicer or such Affiliates
thereof) by the Servicer’s primary certified public accountants or another
independent nationally recognized firm of certified public accountants
acceptable to the Group I Noteholders, the Lessor, the Trustee and the Master
Collateral Agent designed to provide a 95% confidence level that no more than
5% of the Certificates of Title do not comply with each of the requirements
that (1) the Master Collateral Agent be noted as the first lienholder on
such titles, (2) the Lessor be listed as registered owner on such titles, (3) the
sequence numbers provided by the Servicer to such certified public accountants
match the observed physical location of the Certificates of Title in the title
vault, (4) the vehicle identification numbers from the Master Servicer’s
computer system match the vehicle identification numbers on the Certificates of
Title at the applicable sequence number location and (5) the model year
and model in the Master Servicer’s computer system match the physical
Certificates of Title and cause such accountants to deliver a report stating,
with the confidence level of at least 95%, that no more than 5% of the
Certificates of Title do not comply with all five of the specified criteria; provided,
that in the event that it fails to cause such accountants to deliver a report
stating, with the confidence level of at least 95%, that no more than 5% of the
Certificates of Title do not comply with all five of the specified criteria, it
will, within 90 days after such failure, cause such accountants to perform a
similar title check designed to provide a 97% confidence level that no more
than 5% of the Certificates of Title do not comply with all five of the
specified criteria and cause such accountants to deliver a report to such
effect; (iii) at any time, upon the request of the Lessor, the Trustee or
the Master Collateral Agent, cause (at the requesting party’s expense) a title
check in accordance with the


 

















 


above
stated procedures to be performed on the Vehicles; and (iv) ensure that
the Certificates of Title are kept safe at a facility that (A) restricts
access to the facility to authorized personnel through security access systems
customary in similar situations, (B) keeps the Certificates of Title in
full locking mechanisms with control over access to related keys and
combinations, and (C) tests the fire, smoke and burglar alarm systems
completely at least twice a year.


 


Section 24.12.                       Master Collateral Agency Agreement. Concurrently with each leasing of a Vehicle
under this Lease, indicate on its computer records that the Master Collateral
Agent as assignee of the Lessor, is the holder of a Lien on such Vehicle for
the benefit of the ARG Trustee, as Beneficiary under the Master Collateral
Agency Agreement, pursuant to the terms of the Master Collateral Agency
Agreement. No Lessee shall utilize selection procedures which it believes are
materially adverse to the Lessor or the Trustee in selecting the Vehicles to be
designated to the Trustee (on behalf of the Group I Noteholders), as a
Financing Source, and the ARG Trustee, as a Beneficiary, under the Master
Collateral Agency Agreement.


 


Section 24.13.                       Compliance with Laws. (i) Not violate any law, ordinance,
rule, regulation or order of any Governmental Authority applicable to it or its
property, which violation is reasonably likely to have a Material Adverse
Effect, (ii) file in a timely manner all reports, documents and other
materials required to be filed by it with any governmental bureau, agency or
instrumentality, except where failure to make such filings is not reasonably
likely to have a Material Adverse Effect and (iii) retain all records and
documents required to be retained by it pursuant to any Requirement of Law,
except where failure to retain such records is not reasonably likely to have a
Material Adverse Effect.


 


Section 24.14.                       Delivery of Information. Provide the Lessor with any information or
materials reasonably necessary for the Lessor to comply with its obligations
under the Indenture, and provide any other party to the Related Documents with
any information or materials reasonably necessary for such Person to comply
with its obligations under the Related Documents.


 


Section 24.15.                       Deliveries: Further Assurances. At its sole expense, (i) immediately
deliver or cause to be delivered to the Master Collateral Agent on the Lessor’s
behalf, in due form for transfer (i.e., endorsed in blank), all securities,
chattel paper, instruments and documents, if any, at any time representing all
or any of the Master Collateral with respect to which the ARG Trustee is
designated as the Beneficiary (it being understood that the Certificates of
Title shall be held by the Servicer or an Affiliate thereof (including the
Sub-Servicer of such Vehicles) or the Master Collateral Agent or its designee,
as the case may be, pursuant to the provisions of the Master Collateral Agency
Agreement), and (ii) execute and deliver, or cause to be executed and
delivered, to the Master Collateral Agent in due form for filing or recording
(and pay the cost of filing or recording the same in all public offices
reasonably deemed necessary or advisable by the Master Collateral Agent or the
Trustee, as the case may be), such assignments, security agreements, mortgages,
consents, waivers, financing statements,


 

















 


and
other documents, and do such other acts and things, all as may from time to
time be reasonably necessary or desirable to establish and maintain to the satisfaction
of the Master Collateral Agent and the Trustee a valid perfected first-priority
Lien on and security interest in all of the Master Collateral with respect to
which the ARG Trustee is designated as the Beneficiary now or hereafter
existing or acquired.


 


Section 24.16.                       Additional Actions. The Servicer shall:


 


(a)                                  instruct the Trustee or the Paying Agent, as
applicable, to make withdrawals and payments from the Group I Collection
Account, as contemplated in the Indenture;


 


(b)                                 at the request of the Trustee as required or
permitted upon or after the occurrence of events specified in the Indenture
and, to the extent permitted under and in compliance with applicable laws and
regulations, execute and deliver, for the benefit of the Group I Noteholders under
the Indenture, any and all instruments necessary or appropriate to commence or
maintain enforcement proceedings with respect to Manufacturer Programs or any
Enhancement;


 


(c)                                  upon the occurrence of a Lease Payment
Deficit, deliver to the Trustee a notice in the form attached as an exhibit to
the series supplement for each applicable series of ARG Notes; and


 


(d)                                 supervise the servicing of the Vehicles and
perform such other functions and take such other actions as it is designated to
perform or take pursuant to the terms and conditions of any Related Document.


 


Section 24.17.                       Fleet Sharing Agreements. Each Lessee agrees that each Fleet Sharing
Agreement will include provisions consistent with those contained in Section 31
of this Lease pursuant to which, inter  alia, each Fleet Sharing
Party expressly and irrevocably submits to the non-exclusive jurisdiction of
all federal and state courts of the State of New York and shall also include a
provision whereby each Fleet Sharing Party agrees to be bound by the provisions
of Section 9.2(b) of the Base Indenture.


 


Section 24.18.                       Minimum Depreciation Rate. The Servicer agrees that the Depreciation
Schedules with respect to Non-Program Vehicles leased under this Lease shall be
established such that the weighted average Depreciation Charges accruing with
respect to the Non-Program Vehicles during each Related Month shall be at least
equal to the lesser of (a) 1.25% and (b) such lower percentage in
respect of which the Rating Agency Confirmation and Consent Condition with
respect to each Series of Group I Notes shall have been satisfied.


 


Section 24.19.                       Servicer to Act as Master Servicer. Each Lessee agrees to cause the same Person
to be the Servicer under this Lease and the Master Servicer (as defined in the
Master Collateral Agency Agreement) under the Master Collatera1 Agency
Agreement.


 

















 


SECTION 25.                          CERTAIN NEGATIVE COVENANTS. Until the expiration or termination of this
Lease and thereafter until the Liabilities are paid in full, each Lessee agrees
that, unless at any time the Lessor, the Master Collateral Agent (other than in
respect of Section 25.1) and the Trustee shall otherwise expressly
consent in writing, it will not:


 


Section 25.1.                             Mergers, Consolidations. Be a party to any merger or consolidation,
other than a merger or consolidation of any Affiliate of a Lessee into or with
such Lessee (provided, that the Lessee is the surviving entity or, if such
Affiliate is also an Other Permitted User, the Other Permitted User is the
surviving entity).


 


Section 25.2.                             Registered Organization. Cease to be a Registered Organization.


 


Section 25.3.                             Liens. Create or permit to exist any Lien with respect to any Master
Collateral with respect to which the ARG Trustee is designated as the
Beneficiary, whether now or hereafter existing or acquired, except Permitted
Liens.


 


Section 25.4.                             Use of Vehicles. Use or contractually permit any Vehicles to
be used in any manner (i) that would make such Vehicles which are Program
Vehicles ineligible for repurchase or auction under the related Manufacturer
Program (unless such Vehicles are redesignated as Non-Program Vehicles pursuant
to Section 14), (ii) for any illegal purposes or (iii) that
could subject any Vehicles to confiscation.


 


Section 25.5.                             Change of Location or Name. Change (a) the location of its
jurisdiction of organization or the location of its principal place of
business, chief executive office, its consolidated records concerning its
business and financial affairs or its location for the purposes of Sections 9-307
and 9-501 of the New York Uniform Commercial Code, or (b) its legal name
or the name under or by which it conducts its business, in each case without
first giving the Master Collateral Agent, the Trustee, the Rating Agencies and
the Lessor at least fifteen (15) days’ advance written notice thereof and
having taken any and all action required to maintain and preserve the first
priority perfected Lien of the Master Collateral Agent in the Master Collateral
and of the Trustee in the Collateral; provided, however, that notwithstanding
the foregoing, the Lessee shall not change the location of its principal place
of business, chief executive office or its consolidated records concerning its
business and financial affairs to any place outside the United States of
America.


 


SECTION 26.                          SERVICING COMPENSATION; EXPENSES OF SERVICER:
DELEGATION OF SERVICING DUTIES.


 


Section 26.1.                             Servicer Compensation. As compensation for its servicing
activities hereunder and reimbursement for its expenses as set forth in Section 26.2,
the Servicer shall be entitled to receive from the Lessor a monthly servicing
fee in respect of each Series of Group I Notes (the “Series Monthly
Servicing Fee”), payable in arrears on each Payment Date prior to the
termination of this Lease, the Indenture and the Master


 

















 


Collateral
Agency Agreement. Except as otherwise specified in the related Group I
Supplement, the Series Monthly Servicing Fee for each Series of Group
I Notes on each Payment Date shall be equal to one-twelfth of the product of (i) the
Servicing Fee Percentage for such Series and (ii) the Invested Amount
of such Series as of the preceding Payment Date (after giving effect to
any payments of principal on such date). The Series Monthly Servicing Fee
for each Series shall be paid to the Servicer pursuant to the procedures
set forth in the applicable Group I Supplement.


 


Section 26.2.                             Servicer Expenses. The expenses of the Servicer include, and
the Servicer agrees to pay, the reasonable fees and disbursements of
independent accountants in connection with reports furnished pursuant to Sections
24.6(i) and (ii), plus all other fees, expenses and indemnities
by the Servicer in connection with the Servicer’s activities hereunder or under
the Related Documents. The Servicer, however, shall not be liable for any
liabilities, costs or expenses of the Lessor, the Trustee or the Group I
Noteholders arising under any tax law, including without limitation any
Federal, state or local income or franchise taxes or any other tax imposed on
or measured by income (or any interest or penalties with respect thereto or
arising from a failure to comply therewith), except to the extent incurred as a
result of the Servicer’s violation of the provisions of this Lease or of the
Related Documents; provided, however, the foregoing provisions of
this sentence shall not affect the indemnification obligations of the Lessees
under Section 15 of this Lease.


 


Section 26.3.                             Sub-Servicer. The Servicer may delegate to a Lessee or
another Affiliate of the Servicer (each such delegate, in such capacity, a “Sub-Servicer”)
the performance of the Servicer’s obligations as Servicer in respect of
Vehicles leased under this Lease (but the Servicer shall remain fully liable
for its obligations in respect of such Vehicles under this Lease and the other
Related Documents). In addition, the Servicer may delegate to the Custodian
(under and as defined in the Custody Agreement, dated as of November 30,
2004, by and between Vanguard and SGS Automotive Services Inc. (as amended,
restated, supplemented or otherwise modified from time to tine, the “Custody
Agreement”)) the performance of certain of the Servicer’s obligations as
Servicer in respect of Vehicles leased under this Lease, to the extent
specified in the Custody Agreement (but the Servicer shall remain fully liable
for its obligations in respect of such Vehicles under this Lease and the other
Related Documents).


 


SECTION 27.                          RELEASE OF COLLATERAL. The parties agree that pursuant to the
provisions of this Section 27 and Sections 2.3 and 2.7 of the Master
Collateral Agency Agreement, any and all Liens created under the Master
Collateral Agency Agreement for the benefit of the ARG Trustee, as Beneficiary
under the Master Collateral Agency Agreement, on the Vehicles and the
Certificates of Title therefor shall be released or deemed to be released
thereunder, as provided below. From and after the earlier of:


 


(a)                                  in the case of a Vehicle subject to a
Guaranteed Depreciation Program, the date of the sale of such Vehicle by an
auction dealer to a third


 

















 


party,
and in the case of any other Program Vehicle, the Disposition Date for such
Vehicle, and, in any case, in accordance with Section 8 of Annex
A, if applicable; or


 


(b)                                 receipt of the purchase price by the Lessor
or the Trustee for a Vehicle sold in an ordinary course sale,


 


any
and all Liens for the benefit of the ARG Trustee as Beneficiary under the
Master Collateral Agency Agreement on such Vehicle and the Certificate of Title
therefor shall be deemed to be released; provided, however, that
no Lien for the benefit of the ARG Trustee as Beneficiary under the Master
Collateral Agency Agreement on the Vehicles and the Certificates of Title
therefor shall be released or deemed to be released if the release of such Lien
would cause an “Amortization Event” or “Potential Amortization Event” to occur
with respect to any series of ARG Notes.


 


Subject to the Servicer’s and the applicable Sub-Servicer’s right to
redesignate Program Vehicles as Non-Program Vehicles in accordance with Section 14,
the Lessor or the Servicer or applicable Sub-Servicer, acting as the agent of
the Lessor, may sell any Program Vehicle subject to this Lease during the
Repurchase Period therefor in an ordinary course sale, provided that, if
such sale is not made pursuant to the related Manufacturer Program, it is made
in accordance with the requirements of this Section 27. The Lessor
and each Lessee agree that for purposes of this Section 27 if an
ordinary course sale occurs during the Repurchase Period with respect to a
Program Vehicle, the Lessor shall only sell such Vehicle for a purchase price
(including any amounts paid by the Manufacturer as an incentive for selling
such Vehicle outside of the related Manufacturer Program), net of all fees and
expenses incurred in connection with such sale, equal to or greater than the
Repurchase Price that it would have received under the related Manufacturer
Program if it had turned back such Vehicle to the Manufacturer, net of all fees
and expenses that would have been incurred in connection with such turn-back,
less reasonably predictable Excess Mileage Charges, Excess Damage Charges and
other similar charges payable by the Lessor to such Manufacturer as a result of
the Lessor’s sale of such Program Vehicle.


 


SECTION 28.                          GUARANTY.


 


Section 28.1.                             Guaranty. In order to induce the Lessor to execute and deliver this Lease and
to lease Vehicles to the Lessees, and in consideration thereof, the Guarantor
hereby (i) unconditionally and irrevocably guarantees to the Lessor the
obligations of the Lessees to make any payments required to be made by them
under this Lease, (ii) agrees to cause the Lessees to perform and observe
duly and punctually all of the terms, conditions, covenants, agreements and
indemnities of the Lessees under this Lease, and (iii) agrees that, if for
any reason whatsoever, any Lessee fails to so perform and observe such terms,
conditions, covenants, agreements and indemnities, the Guarantor will duly and
punctually perform and observe the same (the obligations referred to in clauses
(i) through (iii) above are collectively referred to as
the “Guaranteed Obligations”). The liabilities and obligations of the
Guarantor under the guaranty contained in this Section 28 (this “Guaranty”)
will be absolute and unconditional under


 

















 


all circumstances. This
Guaranty shall be a guaranty of payment and not of collection, and the
Guarantor hereby agrees that it shall not be required that the Lessor or the
Trustee assert or enforce any rights against any of the Lessees or any other
person before or as a condition to the obligations of the Guarantor pursuant to
this Guaranty.


 


Section 28.2.                             Scope
of Guarantor’s Liability. The Guarantor’s obligations hereunder are
independent of the obligations of the Lessees, any other guarantor or any other
Person, and the Lessor may enforce any of its rights hereunder independently of
any other right or remedy that the Lessor may at any time hold with respect to this
Lease or any security or other guaranty therefor. Without limiting the
generality of the foregoing, the Lessor may bring a separate action against the
Guarantor without first proceeding against any of the Lessees, any other
guarantor or any other Person, or any security held by the Lessor, and
regardless of whether the Lessees or any other guarantor or any other Person is
joined in any such action. The Guarantor’s liability hereunder shall at all
times remain effective with respect to the full amount due from the Lessees
hereunder, notwithstanding any limitations on the liability of any Lessee or
the Servicer to the Lessor contained in any of the Related Documents or
elsewhere. The Lessor’s rights hereunder shall not be exhausted by any action
taken by the Lessor until all Guaranteed Obligations have been fully paid and
performed.


 


Section 28.3.                             Lessor’s
Right to Amend this Lease. The Guarantor authorizes the Lessor, at any time
and from time to time without notice and, subject to the proviso to Section 28.4(a)(ii),
without affecting the liability of the Guarantor hereunder, to: (a) alter
the terms of all or any part of the Guaranteed Obligations and any security and
guaranties therefor including, without limitation, modification of times for
payment and rates of interest; (b) accept new or additional instruments,
documents, agreements, security or guaranties in connection with all or any
part of the Guaranteed Obligations; (c) accept partial payments on the
Guaranteed Obligations; (d) waive, release, reconvey, terminate, abandon,
subordinate, exchange, substitute, transfer, compound, compromise, liquidate
and enforce all or any part of the Guaranteed Obligations and any security or
guaranties therefor, and apply any such security and direct the order or manner
of sale thereof (and bid and purchase at any such sale), as the Lessor in its
discretion may determine; (e) release any Lessee, any guarantor or any
other Person from any personal liability with respect to all or any part of the
Guaranteed Obligations; and (f) assign its rights under this Guaranty in
whole or in part.


 


Section 28.4.                             Waiver
of Certain Rights by Guarantor. The Guarantor hereby waives each of the
following to the fullest extent allowed by law:


 


(a)                                  any
defense based upon:


 


(i)                                     the
unenforceability or invalidity of any security or other guaranty for the
Guaranteed Obligations or the lack of perfection or failure of priority of any
security for the Guaranteed Obligations or any impairment of collateral
securing the Guaranteed Obligations; or


 

















 


(ii)                                  any act or omission of the Lessor or any
other Person that directly or indirectly results in the discharge or release of
any of the Lessees or any other Person or any of the Guaranteed Obligations or
any security therefor; provided that the Guarantor’s liability in
respect of this Guaranty shall be released to the extent the Lessor expressly
releases such Lessee or other Person, in a writing conforming to the
requirements of Section 22, from any obligations with respect to
any of the foregoing; or


 


(iii)                               any disability or any other defense of any Lessee or any other Person
with respect to the Guaranteed Obligations, whether consensual or arising by
operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or
from any other cause;


 


(b)                                 any right (whether now or hereafter existing)
to require the Lessor, as a condition to the enforcement of this Guaranty, to:


 


(i)                                     accelerate the Guaranteed Obligations;


 


(ii)                                  give notice to the Guarantor of the terms, time
and place of any public or private sale of any security for the Guaranteed
Obligations; or


 


(iii)                               proceed against any Lessee, any other guarantor or any other Person, or
proceed against or exhaust any security for the Guaranteed Obligations;


 


(c)                                  presentment, demand, protest and notice of
any kind, including without limitation notices of default and notice of
acceptance of this Guaranty;


 


(d)                                 all suretyship defenses and rights of every
nature otherwise available under New York law and the laws of any other
jurisdiction;


 


(e)                                  any right that the Guarantor has or may have
to set-off with respect to any right to payment from any Lessee; and


 


(f)                                    all other rights and defenses the assertion
or exercise of which would in any way diminish the liability of the Guarantor
hereunder in respect of the Guaranteed Obligations.


 


Section 28.5.                             Lessees’ Obligations to Guarantor and
Guarantor’s Obligations to Lessees Subordinated. Until all of the Guaranteed Obligations
have been paid in full, the Guarantor agrees that all existing and future
unsecured debts, obligations and liabilities of the Lessees to the Guarantor or
the Guarantor to any of the Lessees (hereinafter collectively referred to as “Subordinated
Debt”) shall be and hereby are expressly subordinated to the prior payment
in full of the Guaranteed Obligations, on the


 

















 


terms
set forth in clauses (a) through (e) below, and the payment
thereof is expressly deferred in right of payment to the prior payment in full
of the Guaranteed Obligations. For purposes of this Section 28.5,
to the extent the Guaranteed Obligations consist of the obligation to pay
money, the Guaranteed Obligations shall not be deemed paid in full unless and
until paid in full in cash.


 


(a)                                  Upon any distribution of assets of the
Guarantor or any Lessee upon any dissolution, winding up, liquidation or
reorganization of the Guarantor or such Lessee, whether in bankruptcy,
insolvency, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors or any other marshaling of the assets and
liabilities of the Guarantor or such Lessee, or otherwise:


 


(i)                                     the holders of the Guaranteed Obligations
shall be entitled to receive payment in full of the Guaranteed Obligations
before the Guarantor or the Lessee, as the case may be, is entitled to receive
any payment on account of the Subordinated Debt;


 


(ii)                                  any payment by, or distribution of assets of,
the Guarantor or such Lessee of any kind or character, whether in cash,
property or securities, to which such Lessee or the Guarantor would be entitled
except for this subordination shall be paid or delivered by the Person making
such payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee, or otherwise, directly to the Trustee, for the benefit of
the holders of the Guaranteed Obligations, to be held as additional security
for the Guaranteed Obligations in an interest bearing account until the
Guaranteed Obligations have been paid in full; and


 


(iii)                               if, notwithstanding the foregoing, any payment by, or distribution of
assets of, the Guarantor or such Lessee of any kind or character, whether in
cash, property or securities, in respect of any Subordinated Debt shall be
received by such Lessee or the Guarantor before the Guaranteed Obligations are
paid in full, such payment or distribution shall be held in trust in an
interest bearing account of the Guarantor or such Lessee, as appropriate, and immediately
paid over in kind to the holders of the Guaranteed Obligations until the
Guaranteed Obligations have been paid in full.


 


(b)                                 The Guarantor authorizes and directs each
Lessee and each Lessee authorizes and directs the Guarantor to take such action
as may be necessary or appropriate to effectuate and maintain the subordination
provided herein.


 


(c)                                  No right of any holder of the Guaranteed
Obligations to enforce the subordination herein shall at any time or in any way
be prejudiced or impaired by any act or failure to act on the part of the
Guarantor, any Lessee, the Lessor or any other Person or by any noncompliance
by the Guarantor, any Lessee, the Lessor or


 

















 


any
other Person with the terms, provisions and covenants hereof or of the Related
Documents regardless of any knowledge thereof that any such holder of the
Guaranteed Obligations may have or be otherwise charged with.


 


(d)                                 Except as provided in Section 28.9,
nothing express or implied in this Section 28 shall give any Person
other than the Lessees, the Lessor, the Trustee and the Guarantor any benefit
or any legal or equitable right, remedy or claim under this Section 28.


 


(e)                                  If the Guarantor shall institute or
participate in any suit, action
or proceeding against any Lessee or any Lessee shall institute or participate
in any suit, action or proceeding against the Guarantor, in violation of the
terms hereof, such Lessee or the Guarantor, as the case may be, may interpose
as a defense or dilatory plea this subordination, and the holders of the
Guaranteed Obligations are irrevocably authorized to intervene and to interpose
such defense or plea in their name or in the name of such Lessee or the
Guarantor, as the case may be.


 


Section 28.6.                             Guarantor to Pay Lessor’s Expenses. The Guarantor agrees to pay to the Lessor
(or the Trustee), on demand, all reasonable costs and expenses, including
attorneys’ fees, incurred by the Lessor (or the Trustee) in exercising any
right, power or remedy conferred by this Guaranty, or in the enforcement of
this Guaranty, whether or not any action is filed in connection therewith.
Until paid to the Lessor (or the Trustee), such amounts shall bear interest,
commencing with the Lessor’s demand therefor, for each Interest Period during
the period from the date of such demand until paid, at the VFR for such
Interest Period plus 1% (calculated on the basis of a 360-day year).


 


Section 28.7.                             Reinstatement. This Guaranty shall continue to be
effective or be reinstated, as the case may be, and the rights of the Lessor
shall continue, if at any time payment of any of the amounts payable by any
Lessee under this Lease is rescinded or must otherwise be restored or returned
by the Lessor, upon an event of bankruptcy, dissolution, liquidation or
reorganization of any Lessee, the Guarantor, any other guarantor or any other
Person or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Lessee, the Guarantor,
any other guarantor or any other Person, or any substantial part of their
respective property, or otherwise, all as though such payment had not been
made.


 


Section 28.8.                             Pari Passu Indebtedness. The Guarantor (i) represents and
warrants that, as of the date hereof, the obligations of the Guarantor under
this Guaranty will rank at least pari passu with all existing unsecured
indebtedness of the Guarantor and (ii) covenants and agrees that from and
after the date hereof the obligations of the Guarantor under this Guaranty will
rank at least pari passu with all unsecured indebtedness of the Guarantor
incurred after the date hereof.


 


Section 28.9.                             Third-Party Beneficiaries. The Guarantor acknowledges that the Trustee
(on behalf of the Group I Noteholders) has accepted the assignment of the


 

















 


Lessor’s
rights under this Lease as collateral for the Group I Notes in reliance on the
Guaranty and that the Trustee (for the benefit of itself and the Group I
Noteholders) shall be a third-party beneficiary under this Section 28.


 


SECTION 29.                          ADDITIONAL LESSEES.


 


Section 29.1.                             Additional Subsidiary Lessees. Any direct or indirect Subsidiary of the
Guarantor (each, a “Guarantor Subsidiary”) shall have the right to
become a “Lessee” under and pursuant to the terms of this Lease by complying
with the provisions of this Section 29.1. In the event a Guarantor
Subsidiary desires to become a “Lessee” under this Lease, then the Guarantor
and such Guarantor Subsidiary shall execute (if appropriate) and deliver to the
Lessor and the Trustee:


 


(a)                                  a Joinder in Lease Agreement in the form attached
hereto as Attachment D (each, an “Affiliate Joinder in Lease”);


 


(b)                                 the certificate of incorporation or
organization for such Guarantor Subsidiary, duly certified by the Secretary of
State of the jurisdiction of such Guarantor Subsidiary’s incorporation or
organization, together with a copy of the by-laws or other organizational
documents of such Guarantor Subsidiary, duly certified by a Secretary or
Assistant Secretary of such Guarantor Subsidiary;


 


(c)                                  copies of resolutions of the Board of
Directors of such Guarantor Subsidiary authorizing or ratifying the execution,
delivery and performance, respectively, of those documents and matters required
of it with respect to this Agreement, duly certified by the Secretary or
Assistant Secretary of such Guarantor Subsidiary;


 


(d)                                 a certificate of the Secretary or Assistant
Secretary of such Guarantor
Subsidiary (or, as applicable, such Guarantor Subsidiary’s managing member, general
partner or other Person charged with the management of such Guarantor Subsidiary)
certifying the names of the individual or individuals authorized to sign the Affiliate
Joinder in Lease Agreement and the other Related Documents to be executed by it,
together with samples of the true signatures of each such individual;


 


(e)                                  a good standing certificate for such
Guarantor Subsidiary in the jurisdiction of its incorporation or organization
and the jurisdiction of its principal place of business;


 


(f)                                    reserved;


 


(g)                                 reserved;


 


(h)                                 an Officer’s Certificate and an opinion of
counsel each stating that such joinder by such Guarantor Subsidiary complies
with this Section 29.1


 

















 


and
that all conditions precedent herein provided for relating to such transaction
have been complied with;


 


(i)                                     as applicable, a statement from each of the
Rating Agencies that such Guarantor Subsidiary becoming a “Lessee” under this
Lease will not cause a failure to meet the Rating Agency Confirmation Condition
with respect to each Series of Group I Notes; and


 


(j)                                     any additional documentation that the Lessor,
the Master Collateral Agent or the Trustee may reasonably require to evidence
the assumption by such Guarantor Subsidiary of the obligations and liabilities
set forth in this Agreement.


 


Upon
satisfaction of the foregoing conditions and receipt by such Guarantor
Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor,
such Guarantor Subsidiary shall for all purposes be deemed to be a “Lessee” for
purposes of this Agreement (including, without limitation, the Guaranty) and
shall be entitled to the benefits and subject to the liabilities and
obligations of a Lessee hereunder.


 


SECTION 30.                          BANKRUPTCY PETITION AGAINST LESSOR. The Guarantor and each Lessee hereby
covenants and agrees that, prior to the date which is one year and one day
after the payment in full of all outstanding Group I Notes and all other
obligations of the Lessor under the Related Documents, it will not institute
against, or join any other Person in instituting against, the Lessor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States. In the event that the Guarantor or any Lessee takes action
in violation of this Section 30, the Lessor agrees, for the benefit
of the Group I Noteholders, that it shall file an answer with the bankruptcy
court or otherwise properly contest the filing of such a petition by the
Guarantor or such Lessee against the Lessor or the commencement of such action
and raise the defense that the Guarantor or such Lessee has agreed in writing
not to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as its counsel advises that it may assert. The
provisions of this Section 30 shall survive the termination of this
Lease.


 


SECTION 31.                          FORUM SELECTION AND CONSENT TO JURISDICTIQN. ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE TRUSTEE, THE
LESSOR, THE GUARANTOR, THE LESSEES OR THE SERVICER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY VEHICLE, OTHER
MASTER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LESSOR’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH VEHICLE, OTHER MASTER
COLLATERAL OR


 

















 


OTHER
PROPERTY MAY BE FOUND. THE GUARANTOR AND EACH LESSEE (IN SUCH CAPACITIES
AND IN ALL OTHER APPLICABLE CAPACITIES) HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT
TO THE NONEXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE COURTS OF THE STATE
OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE GUARANTOR AND EACH LESSEE (IN SUCH CAPACITIES AND IN
ALL OTHER APPLICABLE CAPACITIES) FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF NEW YORK. THE GUARANTOR, EACH LESSEE AND THE LESSOR HEREBY
EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT THE GUARANTOR OR ANY LESSEE (IN SUCH CAPACITIES AND IN ALL
OTHER APPLICABLE CAPACITIES) HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS LEASE.


 


SECTION 32.                          GOVERNING LAW. THIS LEASE SHALL BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK AND THIS LEASE AND ALL MATTERS ARISING OUT OF
OR IN ANY MANNER RELATING TO THIS LEASE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. Whenever possible each provision of this Lease shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Lease shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Lease. All obligations of the Guarantor and
the Lessees and all rights of the Lessor, the Master Collateral Agent or the
Trustee expressed herein shall be in addition to and not in limitation of those
provided by applicable law or in any other written instrument or agreement.


 


SECTION 33.                          JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
LEASE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN


 

















 


CONNECTION
HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
LEASE OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


 


 

















 


IN WITNESS WHEREOF, the
parties have executed this Lease or caused it to be executed by their
respective officers thereunto duly authorized as of the day and year first
above written.


 


	
   

  	
  LESSEE
  AND SERVICER:

  
	
   

  	
   

  
	
   

  	
  VANGUARD
  CAR RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J. Kennell

  	
   

  
	
   

  	
   

  	
  Name:
  Gerard J. Kennell

  	
   

  
	
   

  	
   

  	
  Title:
  Senior Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
        6929
  North Lakewood Avenue

  
	
   

  	
   

  	
        Suite 100

  
	
   

  	
   

  	
        Tulsa,
  OK 74117

  
	
   

  	
   

  	
        Attn:
  Assistant Treasurer

  



 


	
   

  	
   

  
	
   

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
  VANGUARD
  CAR RENTAL FINANCING

  
	
   

  	
  LIMITED
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NATIONAL CAR RENTAL
  FINANCING

  	
   

  
	
   

  	
   

  	
  CORPORATION, its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:
  Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Title:
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6929
  North Lakewood Avenue

  	
   

  
	
   

  	
   

  	
   

  	
  Suite 100

  	
   

  
	
   

  	
   

  	
   

  	
  Tulsa,
  OK 74117

  	
   

  
	
   

  	
   

  	
   

  	
  Attention:
  Assistant Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone:  (918) 401-6471

  
	
   

  	
  Facsimile:
     (918) 401-6012

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Vanguard
  Car Rental USA Inc.

  
	
   

  	
  6929
  North Lakewood Avenue

  
	
   

  	
  Suite 100

  
	
   

  	
  Tulsa,
  OK 74117

  
	
   

  	
  Attn:
  Treasurer

  
	
   

  	
   

  



 


 


[Fourth Amended
and Restated Master Motor Vehicle Lease & Servicing Agreement (NFLP)]


 


 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  VANGUARD
  CAR RENTAL USA HOLDINGS

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J. Kennell

  	
   

  
	
   

  	
  Name:
  Gerard J. Kennell

  
	
   

  	
  Title:
  Senior Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6929
  North Lakewood Avenue

  
	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
  Tulsa,
  OK 74117

  
	
   

  	
   

  	
  Attn:
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
  Telephone:   (918)
  401-6471

  
	
   

  	
   

  	
  Facsimile:
      (918)
  401-6012

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Vanguard
  Car Rental USA Inc.

  
	
   

  	
  6929
  North Lakewood Avenue

  
	
   

  	
  Suite 100

  
	
   

  	
  Tulsa,
  OK 74117

  
	
   

  	
  Attn:
  General Counsel

  
	
   

  	
   

  
	
  Acknowledged
  by:

  
	
   

  
	
  MASTER
  COLLATERAL AGENT:

  
	
   

  
	
  CITIBANK,
  N.A., not in its individual capacity but solely as Master Collateral Agent

  
	
   

  
	
  By:

  	
  /s/ Miriam Y. Moline

  	
   

  
	
   

  	
  Name:

  	
  Miriam Y. Moline

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  
	
  Address:

  	
  388
  Greenwich Street

  
	
   

  	
  14th
  Floor

  
	
   

  	
  New
  York, NY 10013

  
	
   

  	
  Attention:
  Agency and Trust Department

  
	
   

  
	
  Telephone:

  	
  (212)
  816-5648

  
	
  Facsimile:

  	
  (212)
  816-5530

  
								



 


[Fourth Amended
and Restated Master Motor Vehicle Lease & Servicing Agreement (NFLP)]