Exhibit 4.3


 


EXECUTION COPY


 


 


ARG FUNDING CORP.,

as Issuer




 


and


 


 


THE BANK OF NEW YORK,


as Trustee


 






 


FOURTH AMENDED AND RESTATED BASE INDENTURE


 


Dated as of April 13, 2006








 


Rental Car Asset Backed Notes

(Issuable in Series)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Cross-References

  	
  1

  
	
  Section 1.3.

  	
  Accounting and
  Financial Determinations; No Duplication

  	
  2

  
	
  Section 1.4.

  	
  Rules of
  Construction

  	
  2

  
	
  Section 1.5.

  	
  Other Definitional
  Provisions

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  THE NOTES

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Designation and Terms
  of Notes

  	
  3

  
	
  Section 2.2.

  	
  Notes Issuable in
  Series

  	
  3

  
	
  Section 2.3.

  	
  Series Supplement
  for Each Series

  	
  9

  
	
  Section 2.4.

  	
  Execution and
  Authentication

  	
  12

  
	
  Section 2.5.

  	
  Form of Notes

  	
  13

  
	
  Section 2.6.

  	
  Registrar and Paying
  Agent

  	
  15

  
	
  Section 2.7.

  	
  Paying Agent to Hold
  Money in Trust

  	
  16

  
	
  Section 2.8.

  	
  Noteholder List

  	
  17

  
	
  Section 2.9.

  	
  Transfer and Exchange

  	
  18

  
	
  Section 2.10.

  	
  Legending of Notes

  	
  21

  
	
  Section 2.11.

  	
  Replacement Notes

  	
  23

  
	
  Section 2.12.

  	
  Treasury Notes

  	
  24

  
	
  Section 2.13.

  	
  Temporary Notes

  	
  24

  
	
  Section 2.14.

  	
  Cancellation

  	
  24

  
	
  Section 2.15.

  	
  Principal and Interest

  	
  25

  
	
  Section 2.16.

  	
  Book-Entry Notes

  	
  25

  
	
  Section 2.17.

  	
  Notices to Clearing
  Agency

  	
  27

  
	
  Section 2.18.

  	
  Definitive Notes

  	
  28

  
	
  Section 2.19.

  	
  Tax Treatment

  	
  29

  
	
  Section 2.20.

  	
  CUSIP Numbers

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  SECURITY

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Grant of Security
  Interest

  	
  30

  
	
  Section 3.2.

  	
  Certain Rights and
  Obligations of ARG Unaffected

  	
  32

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 3.3.

  	
  Performance of Leasing
  Company Related Documents

  	
  33

  
	
  Section 3.4.

  	
  Stamp, Other Similar
  Taxes and Filing Fees

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  REPORTS

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Agreement of ARG to
  Provide Reports and Instructions

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  ALLOCATION AND
  APPLICATION OF COLLECTIONS

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Collection Account

  	
  35

  
	
  Section 5.2.

  	
  Collections and
  Allocations

  	
  36

  
	
  Section 5.3.

  	
  Determination of
  Monthly Interest

  	
  38

  
	
  Section 5.4.

  	
  Determination of
  Monthly Principal

  	
  38

  
	
  Section 5.5.

  	
  Paired Series

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  DISTRIBUTIONS AND
  REPORTS TO NOTEHOLDERS

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Distributions in
  General

  	
  38

  
	
  Section 6.2.

  	
  Optional Repurchase of
  Notes

  	
  40

  
	
  Section 6.3.

  	
  Monthly Noteholders’
  Statement

  	
  40

  
	
  Section 6.4.

  	
  Annual Noteholders’ Tax
  Statement

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Existence and Power

  	
  41

  
	
  Section 7.2.

  	
  Corporate and
  Governmental Authorization

  	
  41

  
	
  Section 7.3.

  	
  Binding Effect

  	
  41

  
	
  Section 7.4.

  	
  Financial Information;
  Financial Condition

  	
  42

  
	
  Section 7.5.

  	
  Litigation

  	
  42

  
	
  Section 7.6.

  	
  No ERISA Plan

  	
  42

  
	
  Section 7.7.

  	
  Tax Filings and
  Expenses

  	
  42

  
	
  Section 7.8.

  	
  Disclosure

  	
  43

  
	
  Section 7.9.

  	
  Investment Company Act;
  Securities Act

  	
  43

  
	
  Section 7.10.

  	
  Regulations T, U and X

  	
  43

  
	
  Section 7.11.

  	
  No Consent

  	
  43

  
	
  Section 7.12.

  	
  Solvency

  	
  43

  
	
  Section 7.13.

  	
  Ownership; Subsidiary

  	
  44

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 7.14.

  	
  Security Interests

  	
  44

  
	
  Section 7.15.

  	
  Leasing Company Related
  Documents and Group-Specific Leasing Company Related Documents

  	
  46

  
	
  Section 7.16.

  	
  Non-Existence of Other
  Agreements

  	
  46

  
	
  Section 7.17.

  	
  Other Representations

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  COVENANTS

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Payment of Notes

  	
  46

  
	
  Section 8.2.

  	
  Maintenance of Office
  or Agency

  	
  47

  
	
  Section 8.3.

  	
  Information

  	
  47

  
	
  Section 8.4.

  	
  Payment of Obligations

  	
  48

  
	
  Section 8.5.

  	
  Rule 144A
  Information Requirement

  	
  48

  
	
  Section 8.6.

  	
  Conduct of Business and
  Maintenance of Existence

  	
  48

  
	
  Section 8.7.

  	
  Compliance with Laws

  	
  48

  
	
  Section 8.8.

  	
  Inspection of Property,
  Books and Records

  	
  48

  
	
  Section 8.9.

  	
  Compliance with Related
  Documents

  	
  49

  
	
  Section 8.10.

  	
  Notice of Defaults

  	
  49

  
	
  Section 8.11.

  	
  Notice of Material
  Proceedings

  	
  49

  
	
  Section 8.12.

  	
  Further Requests

  	
  49

  
	
  Section 8.13.

  	
  Further Assurances

  	
  49

  
	
  Section 8.14.

  	
  Liens

  	
  51

  
	
  Section 8.15.

  	
  Other Indebtedness

  	
  51

  
	
  Section 8.16.

  	
  Mergers

  	
  51

  
	
  Section 8.17.

  	
  Sales of Assets

  	
  51

  
	
  Section 8.18.

  	
  Acquisition of Assets

  	
  51

  
	
  Section 8.19.

  	
  Dividends, Officers’
  Compensation, etc.

  	
  51

  
	
  Section 8.20.

  	
  Name; Principal Office

  	
  51

  
	
  Section 8.21.

  	
  Organizational
  Documents

  	
  52

  
	
  Section 8.22.

  	
  Investments

  	
  52

  
	
  Section 8.23.

  	
  No Other Agreements;
  Approvals under Leasing Company Related Documents

  	
  52

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 8.24.

  	
  Other Business

  	
  53

  
	
  Section 8.25.

  	
  Use of Proceeds of
  Notes

  	
  53

  
	
  Section 8.26.

  	
  Maintenance of Separate
  Existence

  	
  53

  
	
  Section 8.27.

  	
  No ERISA Plan

  	
  54

  
	
  Section 8.28.

  	
  Additional Leasing
  Companies

  	
  54

  
	
  Section 8.29.

  	
  Registered Organization

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  AMORTIZATION EVENTS AND
  REMEDIES

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Amortization Events

  	
  59

  
	
  Section 9.2.

  	
  Rights of the Trustee
  upon Amortization Event or Certain Other Events of Default

  	
  60

  
	
  Section 9.3.

  	
  Other Remedies

  	
  65

  
	
  Section 9.4.

  	
  Waiver of Past Events

  	
  65

  
	
  Section 9.5.

  	
  Control by Requisite
  Investors or Required Noteholders

  	
  65

  
	
  Section 9.6.

  	
  Limitation on Suits

  	
  66

  
	
  Section 9.7.

  	
  Unconditional Rights of
  Holders to Receive Payment; Withholding Taxes

  	
  66

  
	
  Section 9.8.

  	
  Collection Suit by the
  Trustee

  	
  67

  
	
  Section 9.9.

  	
  The Trustee May File
  Proofs of Claim

  	
  67

  
	
  Section 9.10.

  	
  Priorities

  	
  67

  
	
  Section 9.11.

  	
  Undertaking for Costs

  	
  68

  
	
  Section 9.12.

  	
  Rights and Remedies
  Cumulative

  	
  68

  
	
  Section 9.13.

  	
  Delay or Omission Not
  Waiver

  	
  68

  
	
  Section 9.14.

  	
  Reassignment of Surplus

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  THE TRUSTEE

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Duties of the Trustee.

  	
  69

  
	
  Section 10.2.

  	
  Rights of the Trustee

  	
  70

  
	
  Section 10.3.

  	
  Individual Rights of
  the Trustee

  	
  72

  
	
  Section 10.4.

  	
  Notice of Amortization
  Events and Potential Amortization Events

  	
  72

  
	
  Section 10.5.

  	
  Compensation

  	
  72

  
	
  Section 10.6.

  	
  Replacement of the
  Trustee

  	
  73

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 10.7.

  	
  Successor Trustee by
  Merger, etc

  	
  74

  
	
  Section 10.8.

  	
  Eligibility
  Disqualification

  	
  74

  
	
  Section 10.9.

  	
  Appointment of
  Co-Trustee or Separate Trustee

  	
  75

  
	
  Section 10.10.

  	
  Representations and
  Warranties of Trustee

  	
  76

  
	
  Section 10.11.

  	
  ARG Indemnification of
  the Trustee

  	
  77

  
	
  Section 10.12.

  	
  Trustee’s Application
  for Instructions from ARG

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  DISCHARGE OF INDENTURE

  	
  78

  
	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Termination of ARG’s
  Obligations

  	
  78

  
	
  Section 11.2.

  	
  Application of Trust
  Money

  	
  79

  
	
  Section 11.3.

  	
  Repayment to ARG

  	
  79

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  AMENDMENTS

  	
  80

  
	
   

  	
   

  	
   

  
	
  Section 12.1.

  	
  Without Consent of the
  Noteholders

  	
  80

  
	
  Section 12.2.

  	
  With Consent of the
  Noteholders

  	
  81

  
	
  Section 12.3.

  	
  Supplements

  	
  83

  
	
  Section 12.4.

  	
  Revocation and Effect of
  Consents

  	
  83

  
	
  Section 12.5.

  	
  Notation on or Exchange
  of Notes

  	
  84

  
	
  Section 12.6.

  	
  The Trustee to Sign
  Amendments, etc

  	
  84

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  MISCELLANEOUS

  	
  84

  
	
   

  	
   

  	
   

  
	
  Section 13.1.

  	
  Notices

  	
  84

  
	
  Section 13.2.

  	
  Communication by
  Noteholders With Other Noteholders

  	
  86

  
	
  Section 13.3.

  	
  Certificate and Opinion
  as to Conditions Precedent

  	
  86

  
	
  Section 13.4.

  	
  Statements Required in
  Certificate

  	
  86

  
	
  Section 13.5.

  	
  Rules by the
  Trustee

  	
  87

  
	
  Section 13.6.

  	
  No Recourse Against
  Others

  	
  87

  
	
  Section 13.7.

  	
  Duplicate Originals

  	
  87

  
	
  Section 13.8.

  	
  Benefits of Indenture

  	
  87

  
	
  Section 13.9.

  	
  Payment on Business Day

  	
  87

  
	
  Section 13.10.

  	
  Governing Law

  	
  87

  
	
  Section 13.11.

  	
  Successors

  	
  88

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 13.12.

  	
  Severability

  	
  88

  
	
  Section 13.13.

  	
  Counterpart Originals

  	
  88

  
	
  Section 13.14.

  	
  Table of Contents,
  Headings, etc

  	
  88

  
	
  Section 13.15.

  	
  Termination; Collateral

  	
  88

  
	
  Section 13.16.

  	
  No Bankruptcy Petition
  Against ARG or the Intermediary

  	
  89

  
	
  Section 13.17.

  	
  No Recourse

  	
  89

  
	
  Section 13.18.

  	
  Waiver of Set-Off

  	
  90

  
	
  Section 13.19.

  	
  Certain Reports to the
  Trustee

  	
  90

  
	
  Section 13.20.

  	
  Disposition Agent
  Agreement

  	
  90

  
	
  Section 13.21.

  	
  Consents to Sale
  or Pledge of Vehicle Repurchase Rights

  	
  90

  



 


vi

















 


FOURTH
AMENDED AND RESTATED BASE INDENTURE, dated as of April 13, 2006, between
ARG FUNDING CORP., a special purpose corporation established under the laws of
Delaware, as issuer (“ARG”), and The Bank of New York, a New York
banking corporation, as trustee (in such capacity, the “Trustee”).


 


W I T
N E S S E T H:


 


WHEREAS,
ARG and the Trustee are parties to the Third Amended and Restated Base
Indenture, dated as of April 13, 2006 (the “Existing Base Indenture”);


 


WHEREAS,
Section 12.2 of the Existing Base Indenture permits ARG and the
Trustee, any applicable Enhancement Provider and the Required Noteholders to
enter into one or more indentures supplemental to the Existing Base Indenture;


 


WHEREAS, the parties to
the Existing Base Indenture desire to amend and restate the Existing Base
Indenture in its entirety;


 


WHEREAS,
ARG has duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of one or more series of Rental Car
Asset Backed Notes (the “Notes”), issuable as provided in this
Indenture; and


 


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


 


NOW,
THEREFORE, the parties hereto agree that the Existing Base Indenture shall be
and hereby is amended and restated in its entirety to read as follows:


 


ARTICLE 1.



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1.                                   Definitions.


 


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


 


Section 1.2.                                   Cross-References.


 


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


 

















 


specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section or
definition.


 


Section 1.3.                                   Accounting and Financial Determinations; No
Duplication.


 


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


 


Section 1.4.                                   Rules of Construction.


 


(a)                                  In this Indenture, unless the context otherwise
requires:


 


(i)                                     “or” is not exclusive;


 


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


 


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


 


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


 


(v)                                 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;


 


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


 


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


 


(b)                                 Reference
is hereby made to the Master Exchange Agreement (and the LKE Program
implemented in accordance therewith) which should be read and construed in
conjunction with this Indenture when interpreting or otherwise determining the
context of any provision of this Indenture.


 


2

















 


Section 1.5.                                   Other
Definitional Provisions.


 


(i)                                     All terms defined
in this Indenture or any Series Supplement shall have the defined meanings
when used in any certificate or document made or delivered pursuant hereto
unless otherwise defined therein.


 


(ii)                                  The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Indenture shall
refer to this Indenture as a whole and not to any particular provision of this
Indenture; and Section, subsection, Schedule and Exhibit references
contained in this Indenture are references to Sections, subsections, Schedules
and Exhibits in or to this Indenture unless otherwise specified.


 


ARTICLE 2.



THE NOTES


 


Section 2.1.                                   Designation and Terms of Notes.


 


Each
Series of Notes shall be substantially in the form specified in the
related Series Supplement and shall bear, upon its face, the designation
for such Series to which it belongs so selected by ARG. All Notes of each
Series, except as specified in the related Series Supplement, shall be
equally and ratably entitled as provided herein to the benefits hereof without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Indenture and the related Series Supplement. The aggregate principal
amount of Notes which may be authenticated and delivered under this
Indenture is unlimited. Each Series of Notes shall be issued in the minimum
denominations set forth in the related Series Supplement. Each Series of
Notes which are designated as a Series of Group I Notes in the related Series Supplement
shall be secured by the Collateral.


 


Section 2.2.                                   Notes Issuable in Series.


 


The
Notes may be issued in one or more Series. Each Series of Notes shall
be created by a Series Supplement. Notes of a new Series may from
time to time be executed by ARG and delivered to the Trustee for authentication
and thereupon the same shall be authenticated and delivered by the Trustee upon
the receipt by a Responsible Officer of the Trustee of a Company Request at
least two (2) Business Days (or such shorter time as is acceptable to the
Trustee) in advance of the related Series Closing Date and upon delivery
by ARG to the Trustee, and receipt by a Responsible Officer of the Trustee, of
the following:


 


(a)                                  a Company Order authorizing and directing the
authentication and delivery of the Notes of such new Series by the Trustee
and specifying the designation of such new Series, the aggregate principal
amount of Notes of such


 


3

















 


new Series to be authenticated and the Note Rate (or the method for
allocating interest payments or other cash flow) with respect to such new Series;


 


(b)                                 a Series Supplement in form satisfactory
to the Trustee executed by ARG and the Trustee and specifying the Principal
Terms of such new Series;


 


(c)                                  the related Enhancement Agreement, if any,
executed by each of the parties thereto, other than the Trustee;


 


(d)                                 written confirmation that the Rating Agency
Confirmation Condition with respect to each Outstanding Series of Notes
shall have been satisfied with respect to such issuance;


 


(e)                                  an Officer’s Certificate of ARG dated as of the
applicable Series Closing Date to the effect that (i) unless
otherwise provided in a Series Supplement for a Segregated Series in
respect of the issuance of such Segregated Series (except that an
Amortization Event under Section 9.1(b) may not be waived in any
Series Supplement), no Amortization Event with respect to any Outstanding Series of
Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of
Notes, Enhancement Deficiency with respect to any Outstanding Series of
Notes, Potential Amortization Event with respect to any Outstanding Series of
Notes or Potential Enhancement Agreement Event of Default with respect to any
Outstanding Series of Notes, is continuing or will occur as a result of
the issuance of the new Series of Notes, (ii) the issuance of the new
Series of Notes will not result in any breach of any of the terms,
conditions or provisions of or constitute a default under any indenture,
mortgage, deed of trust or other agreement or instrument to which ARG is a
party or by which it or its property is bound or any order of any court or
administrative agency entered in any suit, action or other judicial or
administrative proceeding to which ARG is a party or by which it or its
property may be bound or to which it or its property may be subject, (iii) unless
otherwise specified in the related Series Supplement for a Segregated Series in
respect of the issuance of such Segregated Series, all representations and
warranties of ARG set forth in the Indenture and each Related Document with respect
to each Outstanding Series of Notes are true and correct, without giving
effect to any limitations contained therein excluding Related Documents
relating solely to a Segregated Series, in all material respects (to the extent
any such representations and warranties do not incorporate a materiality
limitation in their terms) as of the Series Closing Date, (iv) all
instruments furnished to the Trustee conform in all material respects to
the requirements of this Base Indenture and the related Series Supplement
and constitute all the documents required to be delivered hereunder and
thereunder for the Trustee to authenticate and deliver the new Series of
Notes, (v) all conditions precedent provided in this Base Indenture and
the related Series Supplement with respect to the authentication and
delivery of the new Series of Notes have been complied with and (vi) if
such new Series of Notes is a Segregated Series, the criteria used to
select the Group-Specific Collateral for such Notes will not have a material


 


4

















 


adverse effect on the quality of the Collateral or any other
Group-Specific Collateral securing any other outstanding Series of Notes;


 


(f)                                    unless otherwise specified in the related Series Supplement,
an Opinion of Counsel, subject to the assumptions and qualifications stated
therein, and in a form substantially acceptable to the Trustee, dated the
applicable Series Closing Date, substantially to the effect that:


 


(i)                                     (x) the new Series of Notes will be treated
as indebtedness for Federal income tax purposes and (y) the issuance of such Series will
not adversely affect the Federal income tax characterization of the Outstanding
Notes of any Series;


 


(ii)                                  all conditions precedent provided for in this
Base Indenture and the related Series Supplement with respect to the
authentication and delivery of the new Series of Notes have been complied
with in all material respects;


 


(iii)                               (v) ARG is duly incorporated under the jurisdiction of its
incorporation and has, or at the time of execution and delivery had, the power
and authority to execute and deliver the related Series Supplement, this
Base Indenture and each other Related Document to which it is a party (other
than any Series Supplement, Enhancement Agreement or other Related
Document relating solely to another Series of Notes) and to issue the new Series of
Notes; (w) each of the Leasing Companies is duly formed in the jurisdiction of
its formation and had the limited partnership power and authority to execute and
deliver each of the Leasing Company Related Documents to which it is a party
or, in the case of the issuance of a Segregated Series of Notes, each of
the Group-Specific Leasing Company Related Documents to which it is a party
relating solely to the newly issued Series of Notes; (x) Vanguard, in its
capacity as lessee and servicer under each of the Leases or Group-Specific
Leases, as applicable, and each other Lessee or, in the case of the issuance of
a Segregated Series of Notes, Group-Specific Lessee, is duly incorporated
or formed, as the case may be, in the jurisdiction of its incorporation or
formation, as the case may be, and had the corporate, limited partnership
or limited liability company, as the case may be, power and authority to
execute and deliver each of the Leasing Company Related Documents to which it
is a party or, in the case of the issuance of a Segregated Series of
Notes, each of the Group-Specific Leasing Company Related Documents to which it
is a party relating solely to the newly issued Series of Notes; (y) the
general partner of each Leasing Company is duly organized under the
jurisdiction of its organization and has, or at the time of execution and
delivery had, the power and authority to execute and deliver each of the
Leasing Company Related Documents to which it is a party or, in the case of the
issuance of a Segregated Series of Notes, each of the Group-Specific


 


5

















 


Leasing Company Related Documents to which it is a party relating solely
to the newly issued Series of Notes; and (z) Vanguard Holdings, in its
capacity as guarantor under each of the Leases or Group-Specific Leases, as
applicable, is duly incorporated in the jurisdiction of its incorporation and
had the power and authority to execute and deliver such Leases or, in the case
of the issuance of a Segregated Series of Notes, the Group-Specific
Leases, and each other Leasing Company Related Document to which it is a party
or, in the case of the issuance of a Segregated Series of Notes, each
other Group-Specific Leasing Company Related Documents to which it is a party
relating solely to the newly issued Series of Notes;


 


(iv)                              the related Series Supplement, this Base Indenture and each of the
other Related Documents to which ARG is a party (other than any Series Supplement,
Enhancement Agreement or other Related Document relating solely to another Series of
Notes) have been duly authorized, executed and delivered by ARG;


 


(v)                                 each of the Leasing Company Related Documents or,
in the case of the issuance of a Segregated Series of Notes,
Group-Specific Leasing Company Related Documents, have been duly authorized,
executed and delivered by the Leasing Companies, the Lessees or, in the case of
the issuance of a Segregated Series of Notes, Group-Specific Lessees, as
applicable, and Vanguard Holdings, as applicable;


 


(vi)                              the new Series of Notes has been duly authorized and executed and,
when authenticated and delivered in accordance with the provisions of this Base
Indenture and the related Series Supplement, will constitute valid,
binding and enforceable obligations of ARG entitled to the benefits of this
Base Indenture and the related Series Supplement, subject, in the case of
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally and to general principles of
equity and by an implied covenant of good faith and fair dealing;


 


(vii)                           this Base Indenture, the related Series Supplement and each of the
other Related Documents to which ARG is a party (other than any Series Supplement,
Enhancement Agreement or other Related Document relating solely to another Series of
Notes) are legal, valid and binding agreements of ARG, enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and to general principles of equity and by an implied covenant of
good faith and fair dealing;


 


(viii)                        the Leasing Company Related Documents or, in the case of the issuance of
a Segregated Series of Notes, the Group-Specific Leasing


 


6

















 


Company Related Documents, are legal, valid and binding agreements of the
Leasing Companies, Lessees or, in the case of the issuance of a Segregated Series of
Notes, Group-Specific Lessees, and Vanguard Holdings, as the case may be,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and to general principles of equity and by an
implied covenant of good faith and fair dealing;


 


(ix)                                none of ARG and the Leasing Companies is, or is controlled by, an “investment
company” within the meaning of, or is required to register as an “investment
company” under, the Investment Company Act, and neither this Base Indenture and
the related Series Supplement nor the Leasing Company Indentures as
supplemented by the related Series Supplement thereto and the
Group-Specific Leasing Company Indentures, are required to be registered under
the Trust Indenture Act;


 


(x)                                   the offer and sale of the new Series of
Notes is not required to be registered under the Securities Act;


 


(xi)                                the Indenture and the related Series Supplement are effective to
create a legal, valid and enforceable security interest in, in the case of the
Group I Notes, the Collateral or, in the case of the issuance of a Segregated Series of
Notes, Group-Specific Collateral securing such segregated Series of Notes
and that such security interest constitutes a first-priority, perfected
security interest in such Collateral or Group-Specific Collateral, as
applicable;


 


(xii)                             the assets of ARG will not be substantively consolidated with the assets
of Vanguard Holdings, any Lessee or, in the case of the issuance of a
Segregated Series of Notes, any Group-Specific Lessee in the event of the
insolvency of Vanguard Holdings or such Lessee or Group-Specific Lessee, as
applicable;


 


(xiii)                          there does not exist any pending or threatened litigation which, if
adversely determined, would materially and adversely affect the ability of ARG
to perform its obligations under any of the Related Documents;


 


(xiv)                         there is no conflict with or violation of any court decree, injunction,
writ or order applicable to ARG or any breach or default of any indenture,
agreement or other instrument as a result of the issuance of such Series of
Notes by ARG; and


 


(xv)                            such other matters as the Trustee may reasonably require.


 


7

















 


(g)                                 executed counterparts of each of the Leasing
Company Indentures or, in the case of the issuance of a Segregated Series of
Notes, the Group-Specific Leasing Company Indentures, and the other Leasing
Company Related Documents or, in the case of the issuance of a Segregated Series of
Notes, the Group-Specific Leasing Company Related Documents, duly executed by
the parties thereto;


 


(h)                                 evidence that each of the parties to the Related
Documents (other than any Series Supplement, Enhancement Agreement or
other Related Document relating solely to another Series of Notes) has
covenanted and agreed that, prior to the date which is one year and one day
after the payment in full of the latest maturing Note, it will not institute
against, or join with any other Person in instituting, against ARG or the
Intermediary, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings, under any Federal or state
bankruptcy or similar law;


 


(i)                                     evidence of the grant by ARG to the Trustee of a
first-priority, perfected security interest in and to the Collateral or, in the
case of the issuance of a Segregated Series of Notes, the Group-Specific
Collateral, and the perfection of such security interest;


 


(j)                                     evidence (which, in the case of the filing of
financing statements on form UCC-1, may be telephonic, followed by
prompt written confirmation) that ARG has delivered the Leasing Company Notes
or, in the case of the issuance of a Segregated Series of Notes, the
Group-Specific Leasing Company Notes, registered in the name of the Trustee, to
the Trustee and has caused all filings (including filing of financing
statements on form UCC-l) and recordings to be accomplished as may be
reasonably required by law to establish, perfect, protect and preserve the
rights, titles, interests, remedies, powers, privileges, licenses and security
interest of the Trustee in the Collateral or, in the case of the issuance of a
Segregated Series of Notes, the Group-Specific Collateral, for the benefit
of the Secured Parties or, in the case of the issuance of a Segregated Series of
Notes, for the benefit of any party for whose benefit a security interest is
pledged, assigned, conveyed, delivered, transferred or set over pursuant to a Series Supplement
related to a Segregated Series of Notes (the “Group-Specific Secured
Parties”); and


 


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


 


Upon
satisfaction of such conditions, the Trustee shall authenticate and deliver, as
provided above, such Series of Notes upon execution thereof by ARG. There
is no limit to the number of Series of Notes which may be issued
pursuant to the terms of this Base Indenture.


 


8

















 


Section 2.3.                                   Series Supplement for Each Series.


 


(a)                                  In
conjunction with the issuance of a new Series, the parties hereto shall execute
a Series Supplement, which shall specify the relevant terms with respect
to such new Series of Notes, which shall include, as applicable: (i) its
name or designation, (ii) the aggregate principal amount of Notes of such Series to
be issued or the method for determining the aggregate principal amount of Notes
of such Series if such Series will have a variable principal amount, (iii) the
Note Rate (or the method for calculating such Note Rate) with respect to such
Series, (iv) the interest payment date or dates and the date or dates from
which interest shall accrue, (v) the method of allocating Collections or, in the case of the issuance of a Segregated Series of
Notes, the Group-Specific Collections, with respect to such Series and
the method by which the principal amount of Notes of such Series shall
amortize or accrete, (vi) the names of any accounts to be used by such Series and
the terms governing the operation of any such account, (vii) the terms of
any Enhancement, (viii) the Enhancement Provider, if any, (ix) whether
the Notes may be issued in bearer form and any limitations imposed
thereon, (x) the Series Termination Date, (xi) whether the Notes will be
issued in multiple classes and, if so, the method of allocating Collections or,
in the case of the issuance of a Segregated Series of Note, Group-Specific
Collections, among such classes,
(xii) whether such Series of Notes shall have the benefit of
Group-Specific Collateral and (xiii) any other relevant terms of such Series of
Notes that do not (subject to Section 2.3(b) and Article 12)
change the terms of any Outstanding Series of Notes or otherwise
materially conflict with the provisions of this Indenture and that do not
prevent the satisfaction of the Rating Agency Confirmation Condition with
respect to each Outstanding Series of Notes with respect to the issuance
of such new Series (all such terms, the “Principal Terms” of such
Series);


 


(b)                                 (i)                                     A Series Supplement may specify that
the related Series of Notes (each, a “Segregated Series of Notes”)
will have an interest in Group-Specific Collateral (other than the Collateral
identified hereunder) that is to be solely for the benefit of the Noteholders
of such Segregated Series of Notes and any other Segregated Series of
Notes specified in such Series Supplement or any subsequent Series Supplements
as sharing in that Group-Specific Collateral; provided, however,
that no such Segregated Series of Notes will be issued unless (x) the
Rating Agency Confirmation Condition with respect to each Outstanding Series of
Notes is met with respect to the issuance of such Segregated Series of
Notes, (y) ARG shall have delivered to the Trustee an Officer’s Certificate to
the effect that the issuance of such Segregated Series of Notes will not
have a material adverse effect (excluding any impact from the dilution of the
interests or voting percentage of the existing Noteholders as a result of such
issuance) upon the Noteholders of any Series of Notes outstanding at the
time of the issuance of the Segregated Series of Notes, and (z) the
related  Series Supplement provides,
in


 


9

















 


form satisfactory to the Trustee, for the changes and modifications
to the Indenture and the other Related Documents as are described in clause (ii) below.


 


(ii)                                  In
the event any Segregated Series of Notes is issued, the related Series Supplement
will (A) provide that the Trustee will identify the Group-Specific
Collateral, as well as any other collateral applicable only to that Segregated Series of
Notes, (B) provide that the holders of any existing or future Series of
Notes will not be entitled to the benefit of, have an interest in or receive
any proceeds of such Group-Specific Collateral unless so specified in the Series Supplement
for any such Series of Notes, (C) provide that the Group-Specific
Collateral will secure only those Segregated Series of Notes and the
Noteholders with respect to any other Series of Notes will not be entitled
to the benefit of such Group-Specific Collateral, (D) provide that the
relative rights and priorities with respect to the pool of Group-Specific
Collateral with respect to such Segregated Series of Notes are adequately
defined and provide that this Base Indenture shall constitute a subordination
agreement for purposes of Section 510(a) of the Bankruptcy Code, (E) provide
that the allocations and distributions to be made under the Indenture will be
adjusted so that the Noteholders with respect to the Segregated Series of
Notes sharing in particular Group-Specific Collateral will be entitled to
allocations and distributions of proceeds arising solely from such
Group-Specific Collateral, (F) provide that the Trustee will act as
collateral agent under the Indenture (and in such capacity the Trustee shall
(x) establish and maintain a collection account related to each pool of
Group-Specific Collateral, into which collections from such Group-Specific
Collateral (the “Group-Specific Collections”) will be deposited and,
after such deposit, further allocated among the Segregated Series of Notes
sharing in such Group-Specific Collateral, as specified in their respective Series Supplements,
(y) hold its lien encumbering the pool of Group-Specific Collateral with
respect to such Segregated Series of Notes for the benefit of the
Noteholders of each Series of Notes sharing in such Group-Specific
Collateral, as specified in the Series Supplement with respect to each
such Series of Notes and (z) hold its lien encumbering any collateral
applicable only to a specific Segregated Series of Notes solely for the
benefit of the Noteholders of the applicable Segregated Series of Notes), (G) provide
that the Noteholders of the Segregated Series of Notes sharing in common
Group-Specific Collateral will be the only Noteholders entitled to direct the
Trustee in writing with respect to exercising rights and remedies under the
Indenture with respect to such Group-Specific Collateral, subject to the
conditions and limitations set forth in the Series Supplements for such
Segregated Series of Notes and this Indenture, (H) provide that
separate monthly reports and other information will be furnished under the
Indenture for the pools of Group-Specific Collateral securing the Segregated Series of
Notes issued under such Series Supplement, which


 


10

















 


monthly reports
and other information will contain substantially the same type of information
as the monthly reports provided under the Indenture prior to the issuance of
such Segregated Series of Notes, (I) provide that separate notes secured
by separate leases (the “Group-Specific Leases”) pertaining solely to
the pools of Group-Specific Collateral securing the Segregated Series of
Notes issued under such Series Supplement will be issued by the Leasing
Companies and such Group-Specific Leases will be executed and delivered by the
Lessees (with regard to such Group-Specific Leases, the “Group-Specific
Lessees”) and, if applicable, Vanguard Holdings, (J) provide that upon the
issuance of a Segregated Series of Notes, ARG will take such actions as
are necessary to perfect the Trustee’s interest on behalf of the Noteholders of
such Segregated Series of Notes sharing in the Group-Specific Collateral
securing such Segregated Series of Notes, (K) provide that amendments will
be made to this Indenture and the other Related Documents or included in such Series Supplement,
if necessary, to reflect the foregoing, which amendments or Series Supplements
will, among other things, provide for definitions of or revisions to the
following terms “Group [#] Aggregate Asset Amount”, “Group [#] Collateral”, “Group
[#] Leasing Company Related Documents”, “Group [#] Collection Account”, “Group
[#] ARG Obligations”, “Group [#] Related Documents”, “Group [#] Secured Parties”,
“Collateral Agreements”, “Group [#] Lease” and such other terms as may be
appropriate to reflect the creation of the Segregated Series of Notes and
the identification of Group-Specific Collateral, which revisions will generally
modify such terms to be two (or more in the event of multiple Segregated Series of
Notes) separate defined terms, one such defined term pertaining to all Series of
Group I Notes and the other such defined term (or terms) pertaining to the
Segregated Series of Notes sharing in such Group-Specific Collateral,
provided that any such amendment shall not have a material adverse effect
(excluding any impact from the dilution of the interests or voting percentage
of the existing Noteholders as a result of such issuance) on the Noteholders of
any Series unless the Required Noteholders of such Series shall have
given their prior written consent thereto (and, with respect to each Series,
the Trustee may conclusively rely on an Officer’s Certificate of ARG as
sufficient evidence of such lack of a material adverse effect), (L) provide
that for purposes of the Segregated Series of Notes, terms that are
defined both in the related Series Supplement and the Definitions List
shall, for purposes of such Series Supplement and the Base Indenture as it
relates to such Segregated Series of Notes, have only the meanings
assigned to them in such Series Supplement, (M) provide that references
herein to “all” or “each” Series of Notes or words of similar import
(other than as specifically stated herein) shall be modified to refer to all or
each Series of Notes other than any Segregated Series of Notes which may hereafter
be issued and (N) incorporate provisions with respect to such Segregated Series of
Notes


 


11

















 


(iii)                               which are substantially
similar to those contained in Sections 3.2, 3.3, 3.4, 13.16
and 13.17 and Articles 4, 5, 6, 7, 8,
9, and 10.


 


Section 2.4.                                   Execution and Authentication.


 


(a)                                  Each Note shall be
executed by the manual or the facsimile signature of an Authorized Officer. Notes
bearing the manual or facsimile signature of an individual who was, at the time
when such signature was affixed, authorized to sign on behalf of ARG shall not
be rendered invalid, notwithstanding that such individual has ceased to be so
authorized or does not hold such office, in each case whether prior or
subsequent to the authentication and delivery of such Notes.


 


(b)                                 At any time and from time to time after the
execution and delivery of this Indenture, ARG may deliver Notes of any
particular Series executed by ARG to the Trustee for authentication,
together with one or more Company Orders for the authentication and delivery of
such Notes, and the Trustee, in accordance with such Company Order and this
Indenture, shall authenticate and deliver such Notes.


 


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


 


12

















 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


(d)                                 Each Note shall be dated and issued as of the
date of its authentication by the Trustee.


 


(e)                                  Notwithstanding the foregoing, if any Note shall
have been authenticated and delivered hereunder but never issued and sold by
ARG, and ARG shall deliver such Note to the Trustee for cancellation as
provided in Section 2.14 together with a written statement (which
need not comply with Section 13.3 and need not be accompanied by an
Opinion of Counsel) stating that such Note has never been issued and sold by
ARG, for all purposes of this Indenture such Note shall be deemed never to have
been authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.


 


Section 2.5.                                   Form of Notes.


 


(a)                                  Restricted Global Note. If provided for in an applicable Series Supplement,
any Series of Notes (other than any Series of Notes issued only to an
Affiliate Issuer), or any class of such Series to be issued in the
United States will be in registered form and sold initially to
institutional “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act (each an “Institutional
Accredited Investor”) in reliance on an exemption from the registration
requirements of the Securities Act and thereafter (i) to “qualified
institutional buyers” (each a “Qualified Institutional Buyer”) within
the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”),
(ii) outside the United States to a non-U.S. Person (as such term is
defined in Regulation S of the Securities Act) in a transaction in compliance
with Regulation S of the Securities Act, (iii) pursuant to an effective
registration statement under the Securities Act or (iv) in reliance on
another exemption under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States and any other
applicable jurisdiction, and as provided in the applicable Series Supplement,
and prior to any such sale, each such purchaser shall be deemed to have
represented and agreed as follows:


 


13

















 


(1)          It is an Institutional
Accredited Investor and is acquiring the Notes for its own institutional
account or for the account of an Institutional Accredited Investor;


 


(2)          It understands that
the Notes purchased by it will be offered, and may be transferred, only in
a transaction not involving any public offering within the meaning of the
Securities Act, and that, if in the future it decides to resell, pledge or
otherwise transfer any Notes, such Notes may be resold, pledged or
transferred only (a) to a person who the seller reasonably believes is a
Qualified Institutional Buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (b) outside
the United States to a non-U.S. Person (as such term is defined in Regulation S
of the Securities Act) in a transaction in compliance with Regulation S of the
Securities Act, (c) pursuant to an effective registration statement under
the Securities Act or (d) in reliance on another exemption under the
Securities Act, in each case in accordance with any applicable securities laws
of any state of the United States and any other applicable jurisdiction;


 


(3)          It understands that the Notes will bear a legend substantially
as set forth in Section 2.10(a); and


 


(4)          It acknowledges that the Trustee, ARG, any underwriter or
placement agent for such Series of Notes, and their affiliates, and others
will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is
acquiring any Notes for the account of one or more institutional accredited
investors, it represents that it has sole investment discretion with respect to
each such account and that it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each such
account.


 


In
addition, such purchaser shall be responsible for providing additional
information or certification, as shall be reasonably requested by the Trustee
or ARG, to support the truth and accuracy of the foregoing acknowledgements,
representations and agreements, it being understood that such additional
information is not intended to create additional restrictions on the transfer
of the Notes. Such Series of Notes, unless otherwise provided in the
applicable Series Supplement and other than any Series of Notes only
issued to an Affiliate Issuer, shall be issued in the form of and
represented by one or more permanent global Notes in fully registered form without
interest coupons (each, a “Restricted Global Note”), substantially in
the form set forth in the applicable Series Supplement, with such
legends as may be applicable thereto, which shall be deposited on behalf
of the subscribers for the Notes represented thereby with a custodian for DTC,
and registered in the name of DTC or a nominee of DTC, duly executed by


 


14

















 


ARG and authenticated by the Trustee as provided in Section 2.4
for credit to the accounts of the subscribers at DTC. The aggregate initial
principal amount of a Restricted Global Note may from time to time be
increased or decreased by adjustments made on the records of the custodian for
DTC, DTC or its nominee, as the case may be, as hereinafter provided.


 


(b)                                 Temporary Global Note; Permanent Global Note. Unless otherwise specified in the related Series Supplement,
any Series of Notes (other than any Series of Notes issued only to an
Affiliate Issuer), or any class of such Series, offered and sold outside
of the United States will be offered and sold in reliance on Regulation S (“Regulation
S”) under the Securities Act and shall initially be issued in the form of
one or more temporary global Notes (each, a “Temporary Global Note”) in
fully registered form without interest coupons substantially in the form set
forth in the applicable Series Supplement with such legends as are set
forth in Section 2.10 as may be applicable thereto, which shall
be deposited on behalf of the subscribers of the Notes represented thereby with
a custodian for DTC registered in the name of DTC or a nominee of DTC, duly
executed by ARG and authenticated by the Trustee as provided in Section 2.4,
for credit to the respective accounts of Euroclear and Clearstream. Interests
in a Temporary Global Note will be exchangeable, in whole or in part, for
interests in a permanent global note (a “Permanent Global Note”) in
fully registered form without interest coupons, representing Notes of the
same Series, substantially in the form set forth in the applicable Series Supplement,
in accordance with the provisions of the Temporary Global Note and this
Indenture. Beneficial interests in a Temporary Global Note may only be
held through Euroclear or Clearstream. The aggregate initial principal amount
of the Temporary Global Note may from time to time be increased or
decreased by adjustments made on the records of the custodian for DTC, DTC or
its nominee, as the case may be, as hereinafter provided.


 


(c)                                  Variable Funding
Note. Any Series of variable funding notes shall initially be sold to
investors in reliance on an exemption from the registration requirements of the
Securities Act. Such Series of Notes shall be issued in the form of
one or more variable funding notes (each, a “Variable Funding Note”) in
fully registered form without interest coupons substantially in the form set
forth in the applicable Series Supplement with such legends as may be
applicable thereto, duly executed by ARG and authenticated by the Trustee as
provided in Section 2.4. The aggregate outstanding principal amount
of a Variable Funding Note may from time to time be increased or decreased
in accordance with the applicable Series Supplement by adjustments made on
the records of the Note Register.


 


Section 2.6.                                   Registrar and Paying Agent.


 


(a)                                  ARG shall (i) maintain an office or agency
where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and (ii) appoint a paying agent (“Paying Agent”)
at whose office or agency Notes may be


 


15

















 


presented for payment. The Registrar shall keep a register of the Notes
and of their transfer and exchange (the “Note Register”). ARG may appoint
one or more co-registrars and one or more additional paying agents. The term “Paying
Agent” includes any additional paying agent and the term “Registrar” includes
any co-registrars. ARG may change any Paying Agent or Registrar without
prior notice to any Noteholder. ARG shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. The Trustee is
hereby initially appointed as the Registrar, Paying Agent and agent for service
of notices and demands in connection with the Notes.


 


(b)                                 ARG shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture. Such agency agreement
shall implement the provisions of this Indenture that relate to such Agent. ARG
shall notify the Trustee in writing of the name and address of any such Agent. If
ARG fails to maintain a Registrar or Paying Agent and a Responsible Officer has
actual knowledge of such failure, or if ARG fails to give the foregoing notice,
the Trustee shall act as such, and shall be entitled to appropriate
compensation in accordance with this Indenture, until ARG shall appoint a
replacement Registrar and Paying Agent.


 


Section 2.7.                                   Paying Agent to Hold Money in Trust.


 


(a)                                  ARG will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying
Agent, it hereby so agrees), subject to the provisions of this Section, that
such Paying Agent will:


 


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


 


(ii)                                  give the Trustee written notice of any default by
ARG (or any other obligor under the Notes) of which it (or, in the case of the
Trustee, a Responsible Officer) has actual knowledge in the making of any
payment required to be made with respect to the Notes;


 


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


 


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


 


16

















 


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


 


(b)                                 ARG may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Company Order direct any Paying Agent to pay to the Trustee all
sums held in trust by such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


 


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


 


Section 2.8.                                   Noteholder List.


 


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


 


17

















 


Section 2.9.                                   Transfer and Exchange.


 


(a)                                  When Notes of any particular Series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transaction are met;
provided, however, that the Notes surrendered for transfer or exchange
(a) shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to ARG and the Registrar, duly executed by
the holder thereof or its attorney, duly authorized in writing and (b) shall
only be transferred or exchanged in compliance with this Section 2.9.


 


(b)                                 Except
as otherwise provided in Section 2.18, the Trustee or the Registrar
shall not register the exchange of interests in a Note for a Definitive Note or
the transfer of or exchange of a Note during the period beginning on any Record
Date and ending on the next following Distribution Date.


 


(c)                                  ARG
or the Trustee may require payment of a sum sufficient to cover any
transfer tax or other governmental charge that may be imposed in
connection with any exchange or registration of transfer of Notes (other than
any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.13 in which event the Registrar will be responsible
for the payment of any such taxes). No service charge shall be made for any
such transaction.


 


(d)                                 Reserved.


 


(e)                                  So
long as a Global Note remains outstanding and is held by or on behalf of DTC,
transfers of such Global Note, in whole or in part, shall only be made in
accordance with Section 2.5 and this Section 2.9(e).


 


(i)                                     Subject
to clauses (ii) and (iii) of this Section 2.9(e),
transfers of a Global Note shall be limited to transfers of such Global Note in
whole, but not in part, to nominees of DTC or to a successor of DTC or such
successor’s nominee.


 


(ii)                                  Restricted
Global Note to Temporary Global Note or Permanent Global Note. If a Holder
of a beneficial interest in a Restricted Global Note deposited with DTC wishes
at any time to exchange its interest in such Restricted Global Note for an
interest in the corresponding Temporary Global Note or, after the Exchange
Date, corresponding Permanent Global Note, or to transfer its interest in such
Restricted Global Note to a Person who wishes to take delivery thereof in the form of
an interest in the corresponding Temporary Global Note or, after the Exchange
Date, corresponding Permanent Global Note, such Holder may, subject to the
requirements set forth in the next sentence and to the rules


 


18

















 


and procedures of
DTC, exchange or transfer, or cause the exchange or transfer of, such interest
for an equivalent beneficial interest in the corresponding Temporary Global
Note or, after the Exchange Date, corresponding Permanent Global Note. Upon
receipt by the Registrar of (A) instructions given in accordance with DTC’s
procedures from a Clearing Agency Participant directing the Registrar to credit
or cause to be credited a beneficial interest in the corresponding Temporary
Global Note or, after the Exchange Date, corresponding Permanent Global Note,
in an amount equal to the beneficial interest in the Restricted Global Note to
be exchanged or transferred but not less than the minimum denomination
applicable to such Holder’s Notes, (B) a written order given in accordance
with DTC’s procedures containing information regarding the participant account
of DTC and the Euroclear or Clearstream account to be credited with such
increase, and (C) a certificate in the form of Exhibit B-1
attached hereto given by the Holder of such beneficial interest stating that
the exchange or transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Global Notes, including, in the case of
an exchange for an interest in the Temporary Global Note in a sale, if the
provisions of Rule 903(b)(2) or 904(b)(1) of Regulation S are
applicable thereto, that the sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or 904(b)(1), as the case may be,
and subject to the delivery of the certification required pursuant to this
Indenture, then the Registrar shall instruct DTC to reduce the principal amount
of the Restricted Global Note and to increase the principal amount of the Temporary
Global Note or Permanent Global Note, as the case may be, by the aggregate
principal amount of the beneficial interest in the Restricted Global Note to be
exchanged or transferred, and to credit or cause to be credited to the
securities account of the Person specified in such instructions a beneficial
interest in the corresponding Temporary Global Note or Permanent Global Note
equal to the reduction in the principal amount of the Restricted Global Note.


 


(iii)                               Temporary
Global Note or Permanent Global Note to Restricted Global Note. If a Holder
of a beneficial interest in a Temporary Global Note or Permanent Global Note
deposited with DTC wishes at any time to exchange its interest in such
Temporary Global Note or Permanent Global Note for an interest in the
corresponding Restricted Global Note or to transfer its interest in such
Temporary Global Note or Permanent Global Note to a Person who wishes to take
delivery thereof in the form of an interest in the corresponding
Restricted Global Note, such Holder may, subject to the rules and
procedures of Euroclear, Clearstream and/or DTC, as the case may be,
exchange or transfer, or cause the exchange or transfer of, such interest for
an equivalent beneficial interest in the corresponding Restricted Global Note. Upon
receipt by the Registrar of (A) instructions from Euroclear, Clearstream
and/or DTC, as the case may be, directing the


 


19

















 


Registrar to cause
to be credited a beneficial interest in the corresponding Restricted Global
Note in an amount equal to the beneficial interest in such Temporary Global
Note or Permanent Global Note, but not less than the minimum denomination
applicable to such Holder’s Notes, to be exchanged or transferred, such
instructions to contain information regarding the participant account with DTC
to be credited with such increase, and (B) with respect to an exchange or
transfer of an interest in the Temporary Global Note for an interest in the
Restricted Global Note prior to the Exchange Date, a certificate in the form of
Exhibit B-2 attached hereto given by the Holder of such beneficial
interest and stating, among other things, that, in the case of a transfer of a
Temporary Global Note, the Person transferring such interest in such Temporary
Global Note reasonably believes that the Person acquiring such interest in a
Restricted Global Note is a Qualified Institutional Buyer, is obtaining such
beneficial interest in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction, then the Registrar will instruct DTC
to reduce, or cause to be reduced, the Temporary Global Note or Permanent
Global Note by the aggregate principal amount of the beneficial interest in the
Temporary Global Note or Permanent Global Note to be transferred or exchanged
and the Registrar shall instruct DTC, concurrently with such reduction, to
credit or cause to be credited to the securities account of the Person specified
in such instructions a beneficial interest in the corresponding Restricted
Global Note equal to the reduction in the principal amount of the Temporary
Global Note or Permanent Global Note.


 


(iv)                              Reserved.


 


(v)                                 Other
Exchanges. In the event that a Global Note is exchanged for Definitive
Notes pursuant to Section 2.18, such Notes may be exchanged
for one another only in accordance with such procedures as are substantially
consistent with the provisions above (including certification requirements intended
to ensure that such transfers are made in compliance with Rule 144A or in
compliance with Regulation S under the Securities Act, as the case may be),
and as may be adopted from time to time by ARG and the Trustee.


 


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


 


(g)                                 Prior to due presentment for registration of
transfer of any Note, the Trustee, any Agent and ARG may deem and treat
the Person in whose name any Note is registered (as of the day of
determination) as the absolute owner of


 


20

















 


such Note for the purpose of receiving payment of principal of and
interest on such Note and for all other purposes whatsoever, whether or not
such Note is overdue, and neither the Trustee, any Agent nor ARG shall be
affected by notice to the contrary.


 


(h)                                 Notwithstanding any other provision of this Section 2.9,
the typewritten Note or Notes representing Book-Entry Notes for any Series may be
transferred, in whole but not in part, only to another nominee of the Clearing
Agency for such Series, or to a successor Clearing Agency for such Series selected
or approved by ARG or to a nominee of such successor Clearing Agency, only if
in accordance with this Section 2.9.


 


(i)                                     If the Notes are listed on the Luxembourg Stock
Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall
send to ARG upon any transfer or exchange of any Note information reflected in
the copy of the register for the Notes maintained by the Registrar or the
Luxembourg Agent, as the case may be.


 


(j)                                     By
its acceptance of a Note, each Noteholder and Note Owner shall be deemed to
have represented and warranted that its purchase and holding of the Note will
not, throughout the term of its holding an interest therein, constitute a
non-exempt “prohibited transaction” under Section 406(a) of ERISA or Section 4975
of the Code.


 


Section 2.10.                             Legending of Notes.


 


(a)                                  Unless otherwise provided for in a Series Supplement
and except as permitted by the final paragraph of this Section 2.10,
in addition to any legend required by Section 2.10(b), each Note
shall bear a legend in substantially the following form:


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES
OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE
BENEFIT OF ARG FUNDING CORP. (THE “ISSUER”) THAT THIS NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT,


 


21

















 


OR (4) IN
A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.


 


(b)                                 Unless otherwise provided for in a related Series Supplement,
each Global Note registered in the name of DTC or its nominee shall bear a
legend in substantially the following form:


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ARG FUNDING CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”)
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.


 


(c)                                  Unless otherwise provided for in a Series Supplement,
each Variable Funding Note shall bear a legend in substantially the following
form:


 


THIS VARIABLE FUNDING NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES OR “BLUE SKY”
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF ARG
FUNDING CORP. (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS
OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION. THIS VARIABLE FUNDING NOTE IS
NOT PERMITTED TO BE TRANSFERRED, ASSIGNED OR OTHERWISE PLEDGED OR CONVEYED
EXCEPT IN COMPLIANCE WITH THE TERMS OF THE INDENTURE REFERRED TO HEREIN.


 


Upon any transfer, exchange or replacement of Notes
bearing such legend, or if a request is made to remove such legend on a Note,
the Notes so issued shall bear such legend, or such legend shall not be
removed, as the case may be, unless there is delivered to ARG and the
Trustee or the Luxembourg Agent, if the Notes are listed on the Luxembourg
Exchange, such satisfactory evidence, which may include an opinion of
counsel, as may be reasonably required by ARG that neither such legend nor
the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S. Upon provision of such satisfactory evidence, the Trustee, at
the


 


22

















 


direction
of ARG, shall authenticate and deliver a Note that does not bear such legend.


 


Section 2.11.                             Replacement Notes.


 


(a)                                  If (i) any mutilated or defaced Note is
surrendered to the Trustee, or the Trustee and ARG receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there
is delivered to the Trustee and ARG such security or indemnity as may be
required by it to hold ARG and the Trustee harmless and provided that the
requirements of Section 8-405 of the UCC (which generally permit ARG to
impose reasonable requirements) are met, ARG shall execute and upon its request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, defaced, destroyed, lost or stolen Note, a replacement Note of
like tenor and aggregate principal balance; provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated or defaced
Note, shall have become or within seven days shall be due and payable or shall
have been called for redemption, instead of issuing a replacement Note, ARG may pay
such destroyed, lost or stolen Note when so due or payable without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, ARG and
the Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
or any assignee of such Person, except a protected purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by ARG or the Trustee in
connection therewith.


 


(b)                                 Upon the issuance of any replacement Note under
this Section 2.11, the Registrar, the Trustee or ARG may require
the payment by the Holder of such Note of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.


 


(c)                                  Every replacement Note issued pursuant to this Section 2.11,
in replacement of any mutilated, defaced, destroyed, lost or stolen Note shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.


 


(d)                                 The provisions of this Section 2.11
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, defaced,
destroyed, lost or stolen Notes.


 


23

















 


Section 2.12.                             Treasury Notes.


 


In
determining whether the Noteholders of the required principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by ARG or any
Affiliate of ARG (other than an Affiliate Issuer or as set forth in the related
Series Supplement) shall be considered as though they are not Outstanding,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes of
which a Responsible Officer of the Trustee has received written notice of such
ownership shall be so disregarded. Absent written notice to the Trustee of such
ownership, the Trustee shall not be deemed to have knowledge of the identity of
the individual beneficial owners of the Notes.


 


Section 2.13.                             Temporary Notes.


 


(a)                                  Pending the preparation of Definitive Notes, ARG may prepare
and the Trustee, upon receipt of a Company Order, shall authenticate and
deliver temporary Notes of such Series. Temporary Notes shall be substantially
in the form of Definitive Notes of like Series but may have
variations that are not inconsistent with the terms of this Indenture as the
officers executing such Notes may determine, as evidenced by their
execution of such Notes.


 


(b)                                 If temporary Notes are issued pursuant to Section 2.13(a) above,
ARG will cause Definitive Notes to be prepared without unreasonable delay. After
the preparation of Definitive Notes, the temporary Notes shall be exchangeable
for Definitive Notes upon surrender of the temporary Notes at the office or
agency of ARG to be maintained as provided in Section 8.2, without
charge to the Noteholder. Upon surrender for cancellation of any one or more
temporary Notes, ARG shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.


 


Section 2.14.                             Cancellation.


 


ARG
may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which ARG may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation, except as expressly
permitted in this Base Indenture. ARG may not issue new Notes in lieu of
or in exchange for Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation. All cancelled Notes held by the
Trustee shall be disposed of in accordance with the Trustee’s standard
disposition procedures unless by a written order, signed by two Authorized
Officers and received by a


 


24

















 


Responsible Officer of the Trustee in a timely fashion, ARG shall direct
that cancelled Notes be returned to it.


 


Section 2.15.                             Principal and Interest.


 


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


 


(b)                                 Each Series of Notes shall accrue interest
as provided in the related Series Supplement and such interest shall be
payable at the times and in the amounts set forth in the related Series Supplement
and in accordance with Section 6.1.


 


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


 


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


 


Section 2.16.                             Book-Entry
Notes.


 


(a)                                  For each Series of Notes to be issued in
registered form (other than Variable Funding Notes), ARG shall duly
execute the Notes, and the Trustee shall, in accordance with Section 2.4,
authenticate and deliver initially one or more Global Notes that (i) shall
be registered on the Note Register in the name of a Clearing Agency or such
Clearing Agency’s nominee and (ii) shall bear such legends as are required
by Section 2.10, if any.


 


25

















 


So long as the Clearing Agency or its nominee is the
registered owner or holder of a Global Note, the Clearing Agency or its
nominee, as the case may be, will be considered the sole owner or holder
of the Notes represented by such Global Note for purposes of this Indenture and
such Notes. Clearing Agency Participants shall have no rights under this
Indenture with respect to any Global Note held on their behalf by the Clearing
Agency, and the Clearing Agency may be treated by ARG, the Trustee, any
Agent and any agent of such entities as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent ARG, the Trustee, any Agent and any agent of such entities from
giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency and
Clearing Agency Participants, the operation of customary practices governing
the exercise of the rights of a holder of any Note.


 


(b)                                 Subject to Section 2.9(h), the
provisions of the “Operating Procedures of the Euroclear System” and the “Terms
and Conditions Governing Use of Euroclear” and the “Management Regulations” and
“Instructions to Participants” of Clearstream, respectively, shall be
applicable to the Global Note insofar as interests in a Global Note are held by
the Clearing Agency Participants with respect to Euroclear or Clearstream
(which shall only occur in the case of the Temporary Global Note and the
Permanent Global Note). Account holders, members of or participants in
Euroclear and Clearstream shall have no rights under this Indenture with
respect to such Global Note and the registered holder may be treated by
ARG, the Trustee, any Agent and any agent of ARG or the Trustee as the owner of
such Global Note for all purposes whatsoever.


 


(c)                                  Title to the Notes shall pass only by
registration in the Note Register maintained by the Registrar pursuant to Section 2.6.


 


(d)                                 Any typewritten Note or Notes representing
Book-Entry Notes shall provide that they represent the aggregate or a specified
amount of Outstanding Notes from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Notes represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a typewritten
Note or Notes representing Book-Entry Notes to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Note Owners
represented thereby, shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 2.4(b). Subject to the provisions of Section 2.5,
the Trustee shall deliver and redeliver any typewritten Note or Notes
representing Book-Entry Notes in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. Any
instructions by ARG with respect to endorsement or delivery or redelivery of a
typewritten Note or Notes representing the Book-Entry Notes shall be in writing
but need not comply with Section 13.3 and need not be accompanied
by an Opinion of Counsel.


 


26

















 


(e)                                  Unless and until definitive Notes in fully
registered form without interest coupons (“Definitive Notes”) have
been issued to Note Owners in accordance with Section 2.18:


 


(i)                                     the provisions of this Section 2.16
shall be in full force and effect;


 


(ii)                                  the Paying Agent, the Registrar and the Trustee may deal
with the Clearing Agency and the Clearing Agency Participants for all purposes
of this Indenture (including the making of payments on the Notes and the giving
of instructions or directions hereunder) as the authorized representatives of
the Note Owners;


 


(iii)                               to the extent that the provisions of this Section 2.16
conflict with any other provisions of this Indenture, the provisions of this Section 2.16
shall control;


 


(iv)                              whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding principal amount of Notes (of a particular Series or
otherwise), the applicable Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect
from Note Owners and/or their related Clearing Agency Participants owning or
representing, respectively, such required percentage of the beneficial interest
in the Notes and has delivered such instructions to the Trustee; and


 


(v)                                 the rights of Note Owners shall be exercised only
through the applicable Clearing Agency and their related Clearing Agency
Participants and shall be limited to those established by law and agreements
between such Note Owners and their related Clearing Agency and/or the Clearing
Agency Participants. Unless and until Definitive Notes are issued, the
applicable Clearing Agencies will make book-entry transfers among their related
Clearing Agency Participants and receive and transmit payments of principal of
and interest on the Notes to such Clearing Agency Participants.


 


Section 2.17.                             Notices to Clearing Agency.


 


Whenever
notice or other communication to the Noteholders is required under this
Indenture, unless and until Definitive Notes shall have been issued to Note Owners,
the Trustee and ARG shall give all such notices and communications specified
herein to be given to Noteholders to the applicable Clearing Agency for
distribution to the Note Owners.


 


27

















 


Section 2.18.                             Definitive Notes.


 


(a)                                  Conditions for Issuance. Unless otherwise specified in a related Series Supplement,
interests in a Restricted Global Note or Permanent Global Note deposited with
DTC or a custodian of DTC pursuant to Section 2.5 shall be
transferred to the beneficial owners thereof in the form of Definitive
Notes only if such transfer complies with Section 2.9 and (x) DTC
notifies ARG that it is unwilling or unable to continue as depositary for such
Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing
agency” registered under the Exchange Act, and, in either case, a successor
depositary so registered is not appointed by ARG within 90 days of such notice
or (y) ARG determines that the Restricted Global Note or Permanent Global Note
with respect to the relevant Series of Notes shall be exchangeable for
Definitive Notes, in which case Definitive Notes shall be issuable or
exchangeable only in respect of such Global Notes or the category of Definitive
Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner
or Noteholder, purchaser or transferee of a beneficial interest in a Restricted
Global Note or a Permanent Global Note requests the same in the form of a
Definitive Note and ARG, in its sole discretion, consents to such request (in
which case a Definitive Note shall be issuable or transferable only to such
Note Owner, Noteholder, purchaser or transferee). In such event, ARG will
deliver Definitive Notes in exchange for the Restricted Global Notes or the
Permanent Global Notes or, in the case of an exchange or transfer described in clause
(y) or (z) above, in exchange for the applicable beneficial interest
in one or more Global Notes. Unless otherwise specified in a related Series Supplement,
Definitive Notes shall be issued only in minimum denominations of U.S. $200,000
and integral multiples of U.S. $1,000 in excess thereof, subject to compliance
with all applicable legal and regulatory requirements.


 


(b)                                 Issuance. If interests in any Restricted Global Note or Permanent Global Note, as
the case may be, are to be transferred to the beneficial owners thereof in
the form of Definitive Notes pursuant to this Section 2.18,
such Restricted Global Note or Permanent Global Note, as the case may be,
shall be surrendered by DTC or the custodian for DTC to the office or agency of
the Registrar located in the Borough of Manhattan, The City of New York, or if
the Notes are listed on the Luxembourg Stock Exchange, to the applicable
Luxembourg Agent in Luxembourg, to be so transferred, without charge. The
Trustee shall authenticate and deliver, upon such transfer of interests in such
Restricted Global Note or Permanent Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. The Definitive Notes
transferred pursuant to this Section 2.18 shall be executed,
authenticated and delivered only in the denominations specified in paragraph
(a) above or in the related Series Supplement, and Definitive
Notes shall be registered in such names as DTC shall direct in writing. Any
Definitive Note delivered in exchange for an interest in a Restricted Global
Note or Permanent Global Note shall, except as


 


28

















 


otherwise provided by Section 2.10, bear, and be subject to,
the legend regarding transfer restrictions set forth in Section 2.10.
Upon the occurrence of any of the events set forth in the first sentence of Section 2.18(a),
ARG will promptly make available to the Registrar a reasonable supply of Definitive
Notes. Upon receipt of such Definitive Notes and the applicable registration
information, the Trustee shall promptly authenticate and deliver Definitive
Notes. ARG shall bear the costs and expenses of printing or preparing any
Definitive Notes.


 


(c)                                  Transfer of Definitive Notes. Subject to the terms of this Indenture, the
holder of any Definitive Note may transfer the same in whole or in part,
in an amount equivalent to an authorized denomination, by surrendering at the
office maintained by the Registrar for such purpose in the Borough of
Manhattan, The City of New York, such Note with the form of transfer
endorsed on it duly completed and executed by, or accompanied by a written
instrument of transfer in form satisfactory to ARG and the Registrar by,
the holder thereof and accompanied by a certificate substantially in the form of
Exhibit A-1 hereto. In exchange for any Definitive Note properly
presented for transfer, ARG shall execute and the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may request,
Definitive Notes for the same aggregate principal amount as was transferred. In
the case of the transfer of any Definitive Note in part, ARG shall execute and
the Trustee shall also promptly authenticate and deliver or cause to be
authenticated and delivered to the transferor at such office, or send by mail
(at the risk of the transferor) to such address as the transferor may request,
Definitive Notes for the aggregate principal amount that was not transferred. No
transfer of any Definitive Note shall be made unless the request for such
transfer is made by the Holder at such office. Neither ARG nor the Trustee
shall be liable for any delay in delivery of transfer instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Notes for such Series, the Trustee shall recognize the
Holders of the Definitive Notes as Noteholders of such Series.


 


Section 2.19.                             Tax
Treatment.


 


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


 


29

















 


Section 2.20.                             CUSIP Numbers.


 


ARG
may use “CUSIP” numbers in respect of any Series of Notes (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption in respect of such Series of Notes as a convenience to
Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes of such Series or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Notes of such Series, and any such redemption shall not be
affected by any defect in or omission of such numbers. ARG will promptly notify
the Trustee of any change in any such “CUSIP” numbers.


 


ARTICLE 3.



SECURITY


 


Section 3.1.                                   Grant of Security Interest.


 


(a)                                  To secure the ARG Obligations, ARG hereby
pledges, assigns, conveys, delivers, transfers and sets over to the Trustee,
for the benefit of the Group I Noteholders (the “Secured Parties”), and
hereby grants to the Trustee, for the benefit of the Secured Parties, a
security interest in all of ARG’s right, title and interest in, to and under
the following assets, property and interests in property, whether now or
hereafter existing, acquired or created (all of such right, title and interest
being referred to as the “Collateral”):


 


(i)                                     the Leasing Company Notes, the Leasing Company
Indentures and the Leasing Company Group I Supplements including, without
limitation, all monies due and to become due to ARG from any Leasing Company
under or in connection with the Leasing Company Notes, the Leasing Company
Indentures, or the Leasing Company Group I Supplements whether payable as fees,
expenses, costs, indemnities, insurance recoveries, damages for the breach of
any of the provisions of the Leasing Company Indentures, the Leasing Company
Group I Supplements or otherwise, all security for amounts payable thereunder
and all rights, remedies, powers, privileges and claims of ARG against any
other party under or with respect to the Leasing Company Notes, the Leasing
Company Indentures or the Leasing Company Group I Supplements (whether arising
pursuant to the terms of such Leasing Company Notes, the Leasing Company
Indentures or the Leasing Company Group I Supplements or otherwise available to
ARG at law or in equity), the right to enforce any of the Leasing Company
Indentures and the Leasing Company Group I Supplements as provided herein and
to give or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the Leasing Company


 


30

















 


Indentures and the Leasing Company Group I Supplements or the obligations
of any party thereunder;


 


(ii)                                  the Leasing Company Related Documents, including,
without limitation, all monies due and to become due to ARG thereunder or in
connection therewith, whether payable as fees, expenses, costs, indemnities,
insurance recoveries, damages for the breach of any of the Leasing Company
Related Documents or otherwise, and all rights, remedies, powers, privileges
and claims of ARG against any other party under or with respect to the Leasing
Company Related Documents (whether arising pursuant to the terms of such
Leasing Company Related Document or otherwise available to ARG at law or in
equity), the right to enforce any of the Leasing Company Related Documents as
provided herein and to give or withhold any and all consents, requests,
notices, directions, approvals, extensions or waivers under or with respect to
the Leasing Company Related Documents or the obligations of any party
thereunder;


 


(iii)                               the Receivables Trust Agreement, the Beneficial Interest and the right to
receive all distributions and payments pursuant thereto and in respect thereof;


 


(iv)                              (a) the Collection Account, (b) all funds on deposit therein
from time to time, (c) all certificates and instruments, if any,
representing or evidencing any or all of the Collection Account or the funds on
deposit therein from time to time, and (d) all Permitted Investments made
at any time and from time to time with the moneys in the Collection Account or
any subaccount thereof (including income thereon);


 


(v)                                 all additional property that may from time
to time hereafter (pursuant to the terms of any Group I Supplement or
otherwise) be subjected to the grant and pledge hereof by ARG or by anyone on
its behalf; and


 


(vi)                              all proceeds, products, rents or profits of any and all of the foregoing.


 


(b)                                 To secure the ARG Obligations, ARG hereby
confirms the grant, pledge, hypothecation, assignment, conveyance, delivery and
transfer to the Receivables Trustee under the Receivables Trust Agreement, in
exchange for the Beneficial Interest, of all ARG’s right, title and interest
in, to the Note Payment Rights.


 


(c)                                  The foregoing grant is made in trust to secure
the ARG Obligations and to secure compliance with the provisions of this
Indenture and any Group I Supplement, all as provided in this Indenture. The
Trustee, as Trustee on behalf


 


31

















 


of the Secured Parties, acknowledges such grant, accepts the trusts under
this Indenture in accordance with the provisions of this Indenture and subject
to Sections 10.1 and 10.2, agrees to perform its duties
required in this Indenture to the best of its abilities to the end that the
interests of the Secured Parties may be adequately and effectively
protected. The Collateral shall secure the Group I Notes equally and ratably
without prejudice, priority or distinction (except, in each case, with respect
to any Series of Group I Notes, as otherwise stated in the applicable
Group I Supplement).


 


The
Collateral has been pledged to the Trustee to secure each Series of Group
I Notes. For all purposes hereunder and for the avoidance of doubt, the
Collateral will be held by the Trustee solely for the benefit of the Holders of
the Group I Notes, and no Noteholder of a Segregated Series of Notes will
be considered a Secured Party with respect to the Collateral. In addition, ARG may identify
and pledge to the Trustee additional pools of Group-Specific Collateral to secure
one or more Segregated Series of Notes, as specified in the Series Supplement
with respect to such Segregated Series of Notes. For all purposes
hereunder and for the avoidance of doubt, any portion of any Group-Specific
Collateral which has been pledged to the Trustee for the benefit of one or more
Segregated Series of Notes, will be held by the Trustee solely for the
benefit of the Noteholders of each such Segregated Series of Notes and no
other Noteholders shall be considered a Secured Party with respect to such
Group-Specific Collateral unless specifically provided in the Series Supplement
for such Segregated Series of Notes. For the avoidance of doubt, if it is determined that the Noteholders of a
Segregated Series of Notes have an interest in, to or under the Collateral
or Group-Specific Collateral other than the Group-Specific Collateral securing
such Segregated Series of Notes, then such Noteholders agree that their
interest in, to or under the Collateral or such Group-Specific Collateral not
securing such Noteholder’s Segregated Series of Notes shall be subordinate
in all respects to the claims or rights of the Noteholders with respect to any Series of
Notes entitled to the benefit of such Collateral or Group-Specific Collateral. Similarly,
if it is determined that the Group I Noteholders have an interest in, to or
under any Group-Specific Collateral, then such Noteholders agree that their
interest in, to or under such Group-Specific Collateral shall be subordinate in
all respects to the claims or rights of the Noteholders with respect to the
Segregated Series of Notes entitled to the benefit of such Group-Specific
Collateral. This Base Indenture shall
constitute a subordination agreement for purposes of Section 510(a) of
the Bankruptcy Code.


 


Section 3.2.                                   Certain Rights and Obligations of ARG Unaffected.


 


(a)                                  Notwithstanding the assignment and security
interest so granted to the Trustee on behalf of the Secured Parties, ARG shall
nevertheless be permitted, subject to the Trustee’s right to revoke such
permission in the event of an Amortization Event and subject to the provisions
of Section 3.3, to give all consents, requests, notices,
directions, approvals, extensions or waivers, if any,


 


32

















 


which are required or permitted to be given in the normal course of
business (which does not include waivers of defaults under, or consent to
amendments or modifications of, any of the Leasing Company Related Documents)
to any Person by the specific terms of the Leasing Company Related Documents.


 


(b)                                 The grant of the security interest in the
Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve
ARG from the performance of any term, covenant, condition or agreement on ARG’s
part to be performed or observed under or in connection with any of the
Leasing Company Related Documents or from any liability to any Person
thereunder or (ii) impose any obligation on the Trustee or any of the
Secured Parties to perform or observe any such term, covenant, condition
or agreement on ARG’s part to be so performed or observed or impose any
liability on the Trustee or any of the Secured Parties for any act or omission
on the part of ARG or from any breach of any representation or warranty on
the part of ARG. ARG hereby agrees to indemnify and hold harmless the
Trustee and each Group I Noteholder (including, in each case, their respective
assigns, directors, officers, employees and agents) from and against any and
all losses, liabilities (including liabilities for penalties), claims, demands,
actions, suits, judgments, out-of-pocket costs and expenses arising out of or
resulting from the security interest granted hereby, whether arising by virtue
of any act or omission on the part of ARG or otherwise, including, without
limitation, the reasonable out-of-pocket costs, expenses, and disbursements
(including reasonable attorneys’ fees and expenses) incurred by the Trustee and
any of the Group I Noteholders in enforcing this Base Indenture and the Group I
Supplements or preserving any of their respective rights to, or realizing upon,
any of the Collateral; provided, however, the foregoing
indemnification shall not extend to any action by the Trustee or a Group I
Noteholder which constitutes negligence or willful misconduct by the Trustee,
such Group I Noteholder or any other indemnified person hereunder. The
indemnification provided for in this Section 3.2 shall survive the
removal of, or a resignation by, such Person as Trustee as well as the
termination of this Indenture or any Series Supplement.


 


Section 3.3.                                   Performance of Leasing Company Related Documents.


 


Upon
the occurrence of a Leasing Company Amortization Event, promptly following a
request from the Trustee to do so and at ARG’s expense, ARG agrees to take all
such lawful action as permitted under this Indenture as is reasonably necessary
or as the Trustee may request to compel or secure the performance and
observance by the related Leasing Company or any other party (including,
without limitation, the Intermediary) to any of the Leasing Company Related
Documents to which such Leasing Company is a party of its obligations to ARG,
in accordance with the applicable terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to ARG to the extent
and in the manner as is reasonably necessary or as directed by the Trustee,
including, without limitation, the transmission of notices of default and the
institution of legal or administrative actions or proceedings to compel or secure
performance by such Leasing Company (or such other party (including, without


 


33

















 


limitation, the Intermediary) to any such Leasing Company Related
Document) of their respective obligations thereunder. If (i) ARG shall
have failed, within 30 days of receiving the direction of the Trustee, to take
commercially reasonable action to accomplish such directions of the Trustee, (ii) ARG
refuses to take any such action or (iii) the Trustee reasonably determines
that such action must be taken immediately, the Trustee may take such
previously directed action and any related action permitted under this
Indenture which the Trustee thereafter determines is appropriate (without the
need under this provision or any other provision under the Indenture to direct
ARG to take such action), on behalf of ARG and the Secured Parties.


 


Section 3.4.                                   Stamp, Other Similar Taxes and Filing Fees.


 


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


 


ARTICLE 4.



REPORTS


 


Section 4.1.                                   Agreement of ARG to Provide Reports and
Instructions.


 


(a)                                  Daily Reports. On each Business Day commencing on the Initial Closing Date, ARG shall
prepare and maintain, or cause to be prepared and maintained, at the office of
ARG a record (each, a “Daily Report”) setting forth the aggregate of the
amounts deposited in the Collection Account on the immediately preceding
Business Day.


 


(b)                                 Monthly Noteholders’ Statement. On or before each Distribution Date, ARG shall
furnish to the Trustee and the Paying Agent a monthly statement (a “Monthly
Noteholders’ Statement”) with respect to each Series of Group I Notes,
substantially in the form provided in the Series Supplement with respect
to such Series.


 


(c)                                  Instructions as to Withdrawals and Payments. ARG will furnish, or cause to be furnished, to
the Trustee or the Paying Agent, as applicable, written instructions to make
withdrawals and payments from the Collection Account and any other accounts
specified in a Group I Supplement and to make drawings under any Enhancement,
as contemplated herein and in any Group I Supplement.


 


34

















 


The Trustee and the Paying Agent shall promptly follow any such written
instructions.


 


(d)                                 Consent to Servicer Actions. Pursuant to the Leases, the Master Collateral
Agency Agreement and the Master Exchange Agreement, the Servicer may act
on behalf of ARG hereunder. The Noteholders by their acceptance of the Group I
Notes consent to such actions by the Servicer.


 


ARTICLE 5.



ALLOCATION AND APPLICATION OF COLLECTIONS


 


Section 5.1.                                   Collection Account.


 


(a)                                  Establishment of Collection Account. The Trustee shall establish and maintain in the
name of the Trustee for the benefit of the Secured Parties, or cause to be
established and maintained, an account (the “Collection Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Secured Parties. The Trustee shall possess all
right, title and interest in all moneys, instruments, securities and other
property on deposit from time to time in the Collection Account and the
proceeds thereof for the benefit of the Secured Parties. The Collection Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Secured Parties. The Collection Account shall be maintained (i) with a
Qualified Institution or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the
Collection Account; provided that, if such account is not a segregated
trust account and is maintained with a Qualified Institution and at any time
such Qualified Institution fails to satisfy the definition of Qualified
Institution, then the Trustee shall, within 10 Business Days of such failure,
establish a new Collection Account with a new Qualified Institution or a new
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as
trustee for funds deposited in the Collection Account. In connection with the
establishment of a new Collection Account pursuant to the preceding sentence,
the Trustee shall transfer into the new Collection Account all cash and
investments from the non-qualifying Collection Account. Initially, the
Collection Account will be established with The Bank of New York. For all
purposes hereunder and for the avoidance of doubt, the Collection Account has
been established solely for the benefit of the Group I Noteholders and, in
connection with the issuance of a Segregated Series of Notes, the Trustee
or ARG will establish with the Trustee a separate and segregated trust account
with respect to collections under the Group-Specific Collateral related to such
Segregated Series of Notes as contemplated by Section 2.3(b) (such
account, the “Group-Specific Collection Account”).


 


35

















 


(b)                                 Establishment of Additional Accounts. To the extent specified in the Series Supplement
with respect to any Series of Notes, the Trustee may establish and
maintain one or more additional accounts and/or Administrative Subaccounts to
facilitate the proper allocation of Collections, in accordance with the terms
of such Series Supplement.


 


(c)                                  Administration of the Collection Account. ARG, the Servicer or a Person designated in
writing by the Servicer to act on behalf of the Servicer, with written
notification to the Trustee, shall instruct the institution maintaining the
Collection Account in writing to invest funds on deposit in the Collection
Account (including any administrative subaccounts thereof) at all times in
Permitted Investments selected by ARG (by standing instructions or otherwise); provided,
however, that except as provided in any Group I Supplement, any such
investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were so invested,
except for any Permitted Investment held in the Collection Account (including
any administrative subaccounts thereof) which is in an investment made by the
Paying Agent institution, in which event such investment may mature on
such Distribution Date so long as such funds shall be available for withdrawal
on or prior to such Distribution Date. All such Permitted Investments will be
credited to the Collection Account and any such Permitted Investments that
constitute (i) Physical Property (and that is not either a United States
Security Entitlement or a Security Entitlement) or Uncertificated Securities
(and that is not a United States Security Entitlement or a Security
Entitlement) shall be delivered to the Trustee in accordance with the
definition of “Delivery” and shall be held by the Trustee pending maturity or
disposition and (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Trustee pending maturity or disposition.
The Trustee shall, at the expense of ARG, take such action as is requested of
it to maintain the Trustee’s security interest in the Permitted Investments
credited to the Collection Account. In the absence of written investment
instructions hereunder, funds on deposit in the Collection Account shall remain
uninvested. Neither ARG nor the Trustee shall dispose of (or permit the
disposal of) any Permitted Investments prior to the maturity thereof to the
extent such disposal would result in a loss of the purchase price of such Permitted
Investments.


 


(d)                                 Earnings from Collection Account. Subject to the restrictions set forth above,
ARG, the Servicer or a Person designated in writing by the Servicer to act on
behalf of the Servicer with written notification to the Trustee shall have the
authority to instruct the Trustee (which instructions shall be in writing) with
respect to (i) the investment of funds on deposit in the Collection
Account and (ii) liquidation of such investments. All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in
the Collection Account shall be deemed to be available and on deposit for
distribution.


 


36

















 


Section 5.2.                                   Collections and Allocations.


 


(a)                                  Collections in General. Until this Indenture is terminated pursuant to Section 11.1,
ARG shall, and the Trustee is authorized to, cause all Collections due and to
become due to ARG or the Trustee, as the case may be, to be paid directly
into the Collection Account at such times as such amounts are due. ARG agrees
that if any such monies, instruments, cash or other proceeds shall be received
by ARG in an account other than the Collection Account or in any other manner,
such monies, instruments, cash and other proceeds will not be commingled by ARG
with any of its other funds or property, if any, but will be held separate and
apart therefrom and shall be held in trust by ARG for, and immediately
(but in any event within two Business Days from receipt) paid over to, the
Trustee with any necessary endorsement. Subject to Section 9.10,
all monies, instruments, cash and other proceeds received by the Trustee
pursuant to this Indenture shall be promptly deposited in the Collection
Account and shall be applied as provided in this Article 5.


 


(b)                                 Disqualification of Institution Maintaining
Collection Account. Upon and
after the establishment of a new Collection Account with a Qualified
Institution or qualified corporate trust department pursuant to Section 5.1(a),
ARG shall deposit or cause to be deposited all Collections as set forth in Section 5.2(a) into
the new Collection Account, and in no such event shall deposit or cause to be
deposited any Collections thereafter into any account established, held or
maintained with the institution formerly maintaining the Collection Account
(unless it later becomes a Qualified Institution or qualified corporate trust
department maintaining the Collection Account).


 


(c)                                  Sharing Collections. In the manner described in the related Series Supplement,
to the extent that Principal Collections that are allocated to any Series of
Group I Notes are not needed to make payments to Noteholders of such Series of
Group I Notes or required to be deposited in a reserve account or a
Distribution Account for such Series of Group I Notes, such Principal
Collections, subject to any restrictions in such related Series Supplement,
may, at the direction of ARG, be applied to cover principal payments due to or
for the benefit of Noteholders of another Series of Group I Notes. Any such reallocation will not result in a
reduction in the Invested Amount of the Series of Group I Notes to which
such Principal Collections were initially allocated.


 


(d)                                 Unapplied Principal Collections. If, after giving effect to Section 5.2(c),
Principal Collections allocated to any Series of Group I Notes are in
excess of the amount required to be paid in respect of such Series, then any
such excess Principal Collections shall be allocated to ARG or such other party
as may be entitled thereto as set forth in any Series Supplement. Notwithstanding
anything to the contrary contained herein, no Series of Notes that are not
Group I Notes shall have any right or claim to any such excess Principal
Collections.


 


37

















 


Section 5.3.                                   Determination of Monthly Interest.


 


Monthly
interest with respect to each Series of Notes shall be determined,
allocated and distributed in accordance with the procedures set forth in the
applicable Series Supplement.


 


Section 5.4.                                   Determination of Monthly Principal.


 


Monthly
principal with respect to each Series of Notes shall be determined,
allocated and distributed in accordance with the procedures set forth in the
applicable Series Supplement. However, all principal or interest with
respect to any Series of Notes shall be due and payable no later than the Series Termination
Date with respect to such Series.


 


Section 5.5.                                   Paired Series.


 


To
the extent provided in a Series Supplement, any Series of Notes may be
paired with one or more other Series (each, a “Paired Series”). Each
Paired Series may be prefunded with an initial deposit to a
pre-funding account in an amount up to the initial principal balance of such
Paired Series, primarily from the proceeds of the sale of such Paired Series,
or will have a variable principal amount. Any such pre-funding account will be
held for the benefit of such Paired Series and not for the benefit of the
Noteholders of the Series paired therewith. As funds are accumulated in a
principal funding account or paid to Noteholders of the Series paired to
the Paired Series, either (i) in the case of a pre-funded Paired Series,
an equal amount of funds on deposit in any pre-funding account for such
prefunded Paired Series will be released and paid to ARG or (ii) in the
case of a Paired Series having a variable principal amount, an interest in
such variable Paired Series in an equal or lesser amount may be sold
by ARG and, in either case, the invested amount of such Paired Series will
increase by up to a corresponding amount. Upon payment in full of the Series paired
to the Paired Series, the aggregate invested amount of such related Paired Series will
have been increased by an amount up to an aggregate amount equal to the
Invested Amount of such Series paid to the Noteholders thereof. The
issuance of a Paired Series may be subject to certain conditions
described in the related Series Supplement.


 


[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED

IN ANY SERIES SUPPLEMENT WITH RESPECT TO ANY SERIES.]


 


ARTICLE 6.



DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS


 


Section 6.1.                                   Distributions in General.


 


(a)                                  Unless otherwise specified in the applicable Series Supplement,
on each Distribution Date with respect to each Outstanding Series, (i) the
Trustee or


 


38

















 


the Paying Agent shall deposit (in accordance with the Monthly
Noteholders’ Statement delivered to the Trustee) in the Distribution Account
for each such Series the amounts on deposit in the Collection Account
allocable to Noteholders of such Series as interest and, if during an
Amortization Period, principal, and (ii) to the extent provided for in the
applicable Series Supplement, the Trustee shall deposit in the
Distribution Account for each such Series the amount of Enhancement for
such Series drawn in connection with such Distribution Date.


 


(b)                                 Unless otherwise specified in the applicable Series Supplement,
on each Distribution Date, the Trustee or the Paying Agent shall distribute to
the Noteholders of each Series, to the extent amounts are on deposit in the
Distribution Account for such Series, an amount sufficient to pay all principal
and interest due on such Series on such Distribution Date. Such
distribution shall be to each Noteholder of record of such Series on the
preceding Record Date based on such Noteholder’s pro  rata share
of the aggregate principal amount of the Notes of such Series held by such
Noteholder; provided, however, that, the final principal payment
due on a Note shall only be paid to the holder of a Note on due presentment of
such Note for cancellation in accordance with the provisions of the Note.


 


(c)                                  Unless otherwise specified in the applicable Series Supplement,
amounts distributable to a Noteholder pursuant to this Section 6.1
shall be payable by check mailed first-class postage prepaid to such
Noteholder at the address for such Noteholder appearing in the Note Register
except that with respect to Notes registered in the name of a Clearing Agency
or its nominee, such amounts shall be payable by wire transfer of immediately
available funds released by the Trustee or the Paying Agent from the
Distribution Account no later than 10:00 a.m. (New York City time) for
credit to the account designated by such Clearing Agency or its nominee, as
applicable.


 


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


 


(e)                                  All distributions in respect of Notes represented
by a Temporary Global Note will be made only with respect to that portion of
the Temporary Global Note in respect of which Euroclear or Clearstream shall
have delivered to the Trustee a certificate or certificates substantially in
the form of Exhibit C. The delivery to the Trustee by Euroclear or
Clearstream of the certificate or certificates referred to above may be
relied upon by ARG and the Trustee as conclusive evidence that the certificate
or certificates referred to therein has or


 


39

















 


have been delivered to Euroclear or Clearstream pursuant to the terms of
this Base Indenture and the Temporary Global Note. No payments of interest will
be made on a Temporary Global Note after the Exchange Date therefor.


 


Section 6.2.                                   Optional Repurchase of Notes.


 


On
any Distribution Date occurring on or after the date on which the Invested
Amount of any Series or class of such Series is equal to or less
than the Repurchase Amount (if any) for such Series or class set
forth in the Series Supplement related to such Series, or at such other
time or in such other manner otherwise provided for in the Series Supplement
relating to such Series, ARG shall have the option to purchase all Outstanding
Notes of such Series, or class of such Series, at a purchase price
(determined after giving effect to any payment of principal of and interest on
such Distribution Date) equal to (unless otherwise specified in the related Series Supplement)
the Invested Amount of such Series on such Distribution Date, plus
accrued and unpaid interest on the unpaid principal balance of the Notes of
such Series (calculated at the Note Rate of such Series) through the day
immediately prior to the date of such purchase plus, if provided for in
the related Series Supplement, any premium payable at such time. Unless
otherwise specified in the related Series Supplement, ARG shall give the
Trustee at least 30 days’ prior written notice of the date on which ARG intends
to exercise such option to purchase. Not later than 12:00 noon, New York City
time, on such Distribution Date or other date, an amount of the purchase price
equal to the Invested Amount of all Notes of such Series on such
Distribution Date or other date and the amount of accrued and unpaid interest
with respect to such Notes and any applicable premium will be deposited into
the Distribution Account for such Series in immediately available funds. The
funds deposited into such Distribution Account or distributed to the Trustee or
the Paying Agent will be passed through in full to the Noteholders of such Series on
such Distribution Date or other date.


 


Section 6.3.                                   Monthly Noteholders’ Statement.


 


Unless
otherwise specified in the related Series Supplement, on each Distribution
Date, the Trustee or the Paying Agent shall forward to each Noteholder of
record of each Outstanding Series the Monthly Noteholders’ Statement with
respect to such Series, with a copy to the Rating Agencies and each Enhancement
Provider with respect to such Series.


 


Section 6.4.                                   Annual Noteholders’ Tax Statement.


 


Unless
otherwise specified in the related Series Supplement, on or before January 31
of each calendar year, beginning with calendar year 2004, the Trustee or the
Paying Agent shall furnish to each Person who at any time during the preceding
calendar year was a Noteholder a statement prepared by or on behalf of ARG
containing the information which is required to be contained in the Monthly
Noteholders’ Statements with respect to each Series of Notes aggregated
for the preceding calendar year or the applicable portion thereof during which
such Person was a Noteholder, together with


 


40

















 


such other customary information (consistent with the treatment of the
Notes as debt) as ARG deems necessary or desirable to enable the Noteholders to
prepare their tax returns (each such statement, an “Annual Noteholders’ Tax
Statement”). Such obligations of ARG to prepare and the Trustee or the
Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee or the Paying Agent pursuant to
any requirements of the Code as from time to time in effect.


 


ARTICLE 7.



REPRESENTATIONS AND WARRANTIES


 


ARG
hereby represents and warrants, for the benefit of the Trustee and the Secured
Parties, as follows as of the Initial Closing Date and as of each Series Closing
Date:


 


Section 7.1.                                   Existence and Power.


 


ARG
(i) is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, (ii) is duly qualified
to do business as a foreign corporation and in good standing under the laws of
each jurisdiction where the character of its property, the nature of its
business or the performance of its obligations make such qualification
necessary and (iii) has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and for purposes of the transactions contemplated by
this Indenture and the other Related Documents.


 


Section 7.2.                                   Corporate and Governmental Authorization.


 


The
execution, delivery and performance by ARG of this Indenture, the related Series Supplement
and the other Related Documents to which it is a party (other than any Excluded
Related Document) (a) are within ARG’s corporate powers, have been duly
authorized by all necessary corporate action and (b) do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of ARG or of any law or
governmental regulation, rule, contract, agreement, judgment, injunction,
order, decree or other instrument binding upon ARG or any of its Assets or
result in the creation or imposition of any Lien on any Asset of ARG, except
for Liens created by this Indenture or the other Related Documents. This
Indenture and each of the other Related Documents to which ARG is a party
(other than any Excluded Related Document) have been executed and delivered by
a duly authorized officer of ARG.


 


Section 7.3.                                   Binding Effect.


 


This
Indenture and each other Related Document (other than any Excluded Related
Document) are legal, valid and binding obligations of ARG enforceable against


 


41

















 


ARG in accordance with their respective terms (except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors’ rights generally or by general equitable principles, whether considered
in a proceeding at law or in equity and by an implied covenant of good faith
and fair dealing).


 


Section 7.4.                                   Financial Information; Financial Condition.


 


All
balance sheets, all statements of operations, of shareholders’ equity and of
cash flow, and other financial data (other than projections) which have been or
shall hereafter be furnished by ARG to the Trustee pursuant to Section 8.3
have been and will be prepared in accordance with GAAP applied on a consistent
basis (to the extent applicable) 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
presentation items.


 


Section 7.5.                                   Litigation.


 


There
is no action, suit or proceeding pending against or, to the knowledge of ARG,
threatened against ARG before any court or arbitrator or any Governmental
Authority with respect to which there is a reasonable possibility of an adverse
decision that could materially adversely affect the financial position, results
of operations, business, properties, performance or condition (financial or
otherwise) of ARG or which in any manner draws into question the validity or
enforceability of this Indenture, any Series Supplement or any other
Related Document (other than any Excluded Related Document) or the ability of
ARG to perform its obligations hereunder or thereunder.


 


Section 7.6.                                   No ERISA Plan.


 


ARG
has not established and does not maintain or contribute to any Pension Plan
that is covered by Title IV of ERISA.


 


Section 7.7.                                   Tax Filings and Expenses.


 


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


 


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Section 7.8.                                   Disclosure.


 


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


 


Section 7.9.                                   Investment Company Act; Securities Act.


 


ARG
is not, and is not controlled by, an “investment company” within the meaning
of, and is not required to register as an “investment company” under, the
Investment Company Act. It is not necessary in connection with the issuance and
sale of the Notes under the circumstances contemplated in the related Series Supplement
to register any security under the Securities Act or to qualify any indenture
under the Trust Indenture Act.


 


Section 7.10.                             Regulations T, U and X.


 


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


 


Section 7.11.                             No Consent.


 


No
consent, action by or in respect of, approval or other authorization of, or
registration, declaration or filing with, any Governmental Authority or other
Person is required for the valid execution and delivery of this Indenture or
any Supplement or for the performance by ARG of any of its obligations
hereunder or thereunder or under any other Related Document (other than any
Excluded Related Document) other than such consents, approvals, authorizations,
registrations, declarations or filings as shall have been obtained by ARG and
are currently in effect.


 


Section 7.12.                             Solvency.


 


Both
before and after giving effect to the transactions contemplated by this
Indenture and the other Related Documents, ARG is solvent within the meaning of
the Bankruptcy Code and ARG is not the subject of any voluntary or involuntary
case or proceeding seeking liquidation, reorganization or other relief with
respect to itself or its


 


43

















 


debts under any bankruptcy or insolvency law and no Event of Bankruptcy
has occurred with respect to ARG.


 


Section 7.13.                             Ownership; Subsidiary.


 


All
of the issued and outstanding shares of capital stock of ARG is owned by
Vanguard, all of which capital stock has been validly issued, is fully paid and
non-assessable and is owned of record by such corporation. ARG has no
subsidiaries and owns no capital stock of, or other interest in, any other
Person.


 


Section 7.14.                             Security Interests.


 


(a)                                  Each of the Leasing Company Notes is registered
in the name of the Trustee and has been delivered to the Trustee. All other
action necessary (including the filing of UCC-1 financing statements) to
protect and perfect the Trustee’s security interest for the benefit of the
Secured Parties in the Collateral now in existence and hereafter acquired or
created has been duly and effectively taken.


 


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


 


(c)                                  This Base Indenture creates a valid and
continuing Lien on the Collateral in favor of the Trustee on behalf of the
Secured Parties, which Lien will be prior to all other Liens (other than
Permitted Liens), and will be enforceable as such as against creditors of and
purchasers from ARG in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally or by general equitable principles, whether considered in a
proceeding at law or in equity and by an implied covenant of good faith and
fair dealing. All action necessary to perfect such first-priority security
interest has been duly taken.


 


(d)                                 Except for a change made pursuant to Section 8.20,
(i) ARG’s sole place of business and chief executive office shall be at,
and the place where its records concerning the Collateral are kept is at: 7700
France Avenue South, Minneapolis, Minnesota and (ii) ARG’s jurisdiction of
organization is Delaware. ARG does not transact, and has not transacted,
business under any other name.


 


(e)                                  All authorizations in this Indenture for the
Trustee to endorse checks, instruments and securities and to execute financing
statements, continuation statements, security agreements and other instruments
with respect to the Collateral and to take such other actions with respect to
the Collateral


 


44

















 


authorized by this Indenture are powers coupled with an interest and are
irrevocable.


 


(f)                                    This
Base Indenture creates a valid and continuing Lien (as defined in the New York
UCC) in the Certificated Securities Collateral, the Collection Account
Collateral and the General Intangibles Collateral in favor of the Trustee on
behalf of the Secured Parties, which Lien is prior to all other Liens (other
than Permitted Liens) and is enforceable as such as against creditors of and
purchasers from ARG in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors’ rights generally or by general equitable principles, whether
considered in a proceeding at law or in equity and by an implied covenant of
good faith and fair dealing. All action necessary to perfect such
first-priority security interest has been duly taken.


 


(g)                                 The Certificated Securities Collateral constitutes
“certificated securities” within the meaning of the New York UCC. The General
Intangibles Collateral constitutes “general intangibles” within the meaning of
the New York UCC.


 


(h)                                 ARG
owns and has good and marketable title to the Collection Account Collateral,
the Certificated Securities Collateral and the General Intangibles Collateral
free and clear of any Liens (other than Permitted Liens), claim or encumbrance
of any Person.


 


(i)                                     ARG
has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the General Intangibles Collateral granted to the Trustee in favor of the
Secured Parties hereunder.


 


(j)                                     All
originally executed copies of each security certificate that constitute or
evidence the Certificated Securities Collateral have been delivered to the
Trustee in favor the Secured Parties. Each such security certificate either (i) is
in bearer form, (ii) has been indorsed, by an effective indorsement, to
the Trustee in favor of the Secured Parties or in blank or (iii) has been
registered in the name of the Trustee in favor of the Secured Parities. None of
the security certificates that constitute or evidence the Certificated
Securities Collateral have any marks or notations indicating that they have
been pledged, assigned or otherwise conveyed to any Person other than the
Trustee in favor of the Secured Parties.


 


(k)                                  Other
than the security interest granted to the Trustee in favor of the Secured
Parties pursuant to this Base Indenture, ARG has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Collection
Account Collateral, the General Intangibles Collateral or the Certificated
Securities Collateral. ARG has not authorized the filing of and is not


 


45

















 


aware of any
financing statements against ARG that include a description of collateral
covering the Collection Account Collateral, the General Intangibles Collateral
or the Certificated Securities Collateral other than any financing statement
relating to the security interest granted to the Trustee in favor of the
Secured Parties hereunder or that has been terminated. ARG is not aware of any
judgment or tax lien filings against ARG.


 


(l)                                     ARG
is a Registered Organization.


 


Section 7.15.                             Leasing Company Related Documents and
Group-Specific Leasing Company Related Documents.


 


Each
of the Leasing Company Indentures, Leasing Company Group I Supplements, Leasing
Company Notes, and Leases, is in full force and effect and there are no
outstanding Leasing Company Amortization Events or Potential Leasing Company
Amortization Events thereunder.


 


Section 7.16.                             Non-Existence of Other Agreements.


 


As
of the date of the issuance of the first Series of Notes, other than as
permitted by Section 8.23 and Section 8.25 (i) ARG
is not a party to any contract or agreement of any kind or nature and (ii) ARG
is not subject to any obligations or liabilities of any kind or nature in favor
of any third party, including, without limitation, Contingent Obligations.


 


Section 7.17.                             Other Representations.


 


All
representations and warranties of ARG made in each Related Document (other than
any Excluded Related Document) to which it is a party are true and correct (in
all material respects to the extent any such representations and warranties do
not incorporate a materiality limitation in their terms) and are repeated
herein as though fully set forth herein (except to the extent such
representations and warranties relate to an earlier date, in which event, such
representations and warranties are repeated herein as of such earlier date).


 


ARTICLE 8.



COVENANTS


 


Section 8.1.                                   Payment of Notes.


 


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


 


46

















 


Section 8.2.                                   Maintenance of Office or Agency.


 


ARG
will maintain an office or agency (which may be an office of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration
of transfer or exchange, where notices and demands to or upon ARG in respect of
the Notes and this Indenture may be served, and where, at any time when
ARG is obligated to make a payment of principal and premium upon the Notes, the
Notes may be surrendered for payment. ARG will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency. If at any time ARG shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.


 


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


 


ARG
hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of ARG.


 


Section 8.3.                                   Information.


 


(i)                                     ARG will deliver or cause to be delivered to the
Trustee:


 


(a)                                  promptly upon receipt by ARG, a copy of any
notice, financial information, certificates, statements, reports and other
materials delivered by any Leasing Company to ARG pursuant to the related
Leasing Company Related Documents;


 


(b)                                 from time to time such additional information
regarding the financial position, results of operations or business of any
Leasing Company, any Lessee, Vanguard or Vanguard Holdings as the Trustee may reasonably
request to the extent that such Leasing Company, Lessee, Vanguard or Vanguard
Holdings, as the case may be, delivers such information to ARG pursuant to
any Leasing Company Related Documents; and


 


(c)                                  on
the Distribution Date occurring in March, June, September and December of each
year, commencing on the Distribution Date in March 2005, a certificate of an
officer of ARG that, except as provided in any certificate delivered in
accordance with Section 8.10, no Amortization Event, Leasing Company
Amortization Event, Lease Event of Default, or (to the best of such officer’s
knowledge) Potential Amortization Event, Potential Leasing Company Amortization
Event or Potential Lease Event of Default has occurred or is continuing.


 


47

















 


(ii)                                  ARG shall cause the Servicer to notify ARG, the
Trustee, Alamo Leasing and the Leasing Company Trustee on each Business Day, of
all amounts which were paid directly to the Trustee or deposited into the
Collection Account pursuant to and in accordance with the provisions of
the Master Exchange Agreement.


 


Section 8.4.                                   Payment of Obligations.


 


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


 


Section 8.5.                                   Rule 144A Information Requirement.


 


For
so long as any of the Notes remain outstanding and are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, ARG
covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the Exchange Act, make available
to any Noteholder in connection with any sale thereof and any prospective
purchaser of Notes from such Noteholder in each case upon request, the
information specified in, and meeting the requirements of, Rule 144A(d)(4) under
the Securities Act.


 


Section 8.6.                                   Conduct of Business and Maintenance of Existence.


 


ARG
will maintain its existence as a corporation validly existing, and in good
standing under the laws of the State of Delaware and duly qualified as a
foreign corporation licensed under the laws of each state in which the failure
to so qualify would have a Material Adverse Effect with respect to ARG.


 


Section 8.7.                                   Compliance with Laws.


 


ARG
will comply in all respects with all Requirements of Law and all applicable
laws, ordinances, rules, regulations, and requirements of Governmental
Authorities (including, without limitation, ERISA and the rules and
regulations thereunder) except where such noncompliance would not have a
Material Adverse Effect with respect to ARG; provided, however,
such noncompliance will not result in a Lien (other than a Permitted Lien) on
any Assets of ARG.


 


Section 8.8.                                   Inspection of Property, Books and Records.


 


ARG
will keep proper books of record and account in which full, true and correct
entries shall be made of all dealings and transactions in relation to its
Assets, business and activities in accordance with GAAP applied on a consistent
basis; and will permit the Trustee, and/or any Person designated by the
Trustee, to visit and inspect any of its properties, to examine and make
abstracts from any of its books and records and to


 


48

















 


discuss its affairs, finances and accounts with its officers, directors,
employees and independent public accountants, all at such reasonable times upon
reasonable notice and as often as may reasonably be requested.


 


Section 8.9.                                   Compliance with Related Documents.


 


ARG
will perform and comply with each and every obligation, covenant and
agreement required to be performed or observed by it in or pursuant to this
Indenture and each other Related Document to which it is a party, subject to
the grace periods set forth therein, and will not take any action which would
permit any Leasing Company to have the right to refuse to perform any of
its obligations under the Leasing Company Related Documents to which it is a
party or any Lessee or, if applicable, Vanguard Holdings to have the right to
refuse to perform any of its obligations under the Leasing Company Related
Documents to which it is a party.


 


Section 8.10.                             Notice of Defaults.


 


(a)                                  Promptly (and in any event within five Business
Days) upon becoming aware of any Potential Amortization Event, Amortization
Event, Leasing Company Amortization Event, Potential Leasing Company
Amortization Event, Lease Event of Default or Potential Lease Event of Default,
ARG shall give the Trustee and the Rating Agencies written notice thereof,
together with a certificate of an Authorized Officer of ARG setting forth the
details thereof and any action with respect thereto taken or contemplated to be
taken by ARG; and


 


(b)                                 promptly upon becoming aware of any default under
any Related Document, ARG shall give the Trustee and the Rating Agencies
written notice thereof.


 


Section 8.11.                             Notice of Material Proceedings.


 


Promptly
upon becoming aware thereof, ARG shall give the Trustee and Moody’s written
notice of the commencement or existence of any proceeding by or before any
Governmental Authority against or affecting ARG which is reasonably likely to
have a Material Adverse Effect with respect to ARG.


 


Section 8.12.                             Further Requests.


 


ARG
will promptly furnish to the Trustee such other information as, and in such form as,
the Trustee may reasonably request in connection with the transactions
contemplated hereby.


 


Section 8.13.                             Further Assurances.


 


(a)                                  ARG shall do such further acts and things, and
execute and deliver to the Trustee such additional assignments, agreements,
powers and instruments, as is required or as the Trustee or the Required
Noteholders of any Outstanding


 


49

















 


Series of Notes reasonably determines to be necessary to carry into
effect the purposes of this Indenture or the other Related Documents or to
better assure and confirm unto the Trustee or the Noteholders their rights,
powers and remedies hereunder including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the liens and security interests
granted hereby. If any amount payable under or in connection with any of the
Collateral (other than the Leasing Company Notes) shall be or become evidenced
by any promissory note, chattel paper or other instrument, such note, chattel
paper or instrument shall be deemed to be held in trust and immediately pledged
to the Trustee hereunder, and shall, subject to the rights of any Person in
whose favor a prior Lien has been perfected, be duly endorsed in a manner
satisfactory to the Trustee and physically delivered to the Trustee promptly. Without
limiting the generality of the foregoing provisions of this Section 8.13(a),
ARG shall take all actions that are required to maintain the security interest
of the Trustee in the Collateral as a perfected security interest subject to no
prior Liens, including, without limitation, filing all Uniform Commercial
Code financing statements, continuation statements and amendments thereto
necessary to achieve the foregoing. If ARG fails to perform any of its
agreements or obligations under this Section 8.13(a), the Trustee may (but
shall not be required to) itself perform such agreement or obligation, and
the expenses of the Trustee incurred in connection therewith shall be payable
by ARG upon the Trustee’s demand therefor; provided, however, prior to taking
any such action, the Trustee shall give notice of such intention to ARG and
provide ARG with a reasonable opportunity to take such action itself. ARG
hereby authorizes the Trustee, and appoints the Trustee as its agent and
attorney in fact, to file any such financing statement or continuation
statement in order to perfect or maintain the first-priority Lien created by
this Indenture in the Collateral, but the Trustee shall not be obligated to so
file.


 


(b)                                 ARG will warrant and defend the Trustee’s right,
title and interest in and to the Collateral and the income, distributions and
proceeds thereof, for the benefit of the Trustee on behalf of the Secured
Parties against the claims and demands of all Persons whomsoever.


 


(c)                                  If so requested by Noteholders holding 10% or in
excess of 10% of the aggregate Invested Amount of any Series of Notes
(excluding for the purposes of making the foregoing calculation, any Notes held
by Vanguard Holdings or any Affiliate of Vanguard Holdings (other than an
Affiliate Issuer)), ARG will provide, no more frequently than annually and,
without the request of Noteholders, six months prior to the fifth anniversary
of the date hereof, an Opinion of Counsel to the effect that no UCC financing
or continuation statements are required to be filed with respect to any of the
Collateral in which a security interest may be perfected by the filing of
UCC financing statements.


 


50

















 


Section 8.14.                             Liens.


 


ARG
will not create, incur, assume or permit to exist any Lien upon any of its
Assets (including the Collateral), other than (i) Liens in favor of the
Trustee for the benefit of the Secured Parties, and (ii) Permitted Liens.


 


Section 8.15.                             Other Indebtedness.


 


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


 


Section 8.16.                             Mergers.


 


ARG
will not merge or consolidate with or into any other Person.


 


Section 8.17.                             Sales of 
Assets.


 


ARG
will not sell, lease, transfer, liquidate or otherwise dispose of any Assets,
except as contemplated by the Related Documents and provided that if such
Assets constitute Collateral, the proceeds received by ARG are paid directly to
the Collection Account or are deposited by ARG into the Collection Account or
Group-Specific Collection Account, as applicable, within two Business Days after
receipt thereof by ARG.


 


Section 8.18.                             Acquisition of Assets.


 


ARG
will not acquire, by long-term or operating lease or otherwise, any Assets
except in accordance with the terms of the Related Documents.


 


Section 8.19.                             Dividends, Officers’ Compensation, etc.


 


ARG will not (i) declare
or pay any distributions on any of its shares of capital stock or make any
purchase, redemption or other acquisition of, any of its shares of capital
stock; provided, however, that so long as no Amortization Event
or Potential Amortization Event has occurred and is continuing or would result
therefrom, ARG may declare and pay distributions out of earnings or capital
surplus computed in accordance with GAAP applied on a consistent basis or (ii)
pay any wages or salaries or other compensation to officers, directors,
employees or others except out of earnings or capital surplus computed in
accordance with GAAP applied on a consistent basis.


 


Section 8.20.                             Name; Principal Office.


 


ARG
will not (a) change its jurisdiction of organization or the location of
its chief executive office or sole place of business (within the meaning of the
applicable UCC) without thirty (30) days’ prior written notice to the Trustee
or (b) change its name or its corporate structure to such an extent that
any financing statement filed in


 


51

















 


connection with this Base Indenture would become misleading without prior
written notice to the Trustee sufficient to allow the Trustee to make all
filings (including filings of financing statements on form UCC-1) and
recordings necessary to maintain the perfection of the interest of the Trustee
in the Collateral pursuant to this Base Indenture. In the event that ARG
desires to so change its jurisdiction of organization, its name or its
corporate structure, ARG will make any required filings and prior to actually
changing its jurisdiction of organization, its name or corporate structure, ARG
will deliver to the Trustee (i) an Officers’ Certificate and an Opinion of
Counsel confirming that all required filings have been made to continue the
perfected interest of the Trustee in the Collateral in respect of the new
jurisdiction of organization, new name or corporate structure of ARG and (ii) copies
of all such required filings with the filing information duly noted thereon by
the office in which such filings were made.


 


Section 8.21.                             Organizational Documents.


 


ARG
will not amend any of its organizational documents, including its certificate
of incorporation or by-laws, unless, prior to such amendment, each Rating
Agency confirms that after such amendment the Rating Agency Confirmation and
Consent Condition with respect to each Outstanding Series of Notes will be
met.


 


Section 8.22.                             Investments.


 


ARG will not make, incur, or suffer to exist any loan,
advance, extension of credit to, or other investment in, any Person other than
pursuant to the Subordinated Note or as permitted by the Related Documents and
with respect to Permitted Investments; provided, however, that
upon the occurrence and during the continuance of an Amortization Event, ARG
shall not advance any additional amounts under the Subordinated Note. In
addition, without limiting the generality of the foregoing, ARG will not cause
the Trustee to make any Permitted Investments on ARG’s behalf that would have
the effect of causing ARG to be an “investment company” within the meaning of
the Investment Company Act.


 


Section 8.23.                             No Other Agreements; Approvals under Leasing
Company Related Documents.


 


(a)                                  ARG will not enter into or be a party to any
agreement or instrument other than any Related Document or any documents
related to any Enhancement or documents and agreements incidental thereto or
entered into as contemplated in Section 8.25 or 8.28.


 


(b)                                 Except as provided in this Section 8.23
and Sections 12.1 and 12.2, ARG will not, amend, modify, or waive
any provision of any Related Document to which it is a party.


 


(c)                                  Without the consent of the Required Noteholders
of each Outstanding Series of Group I Notes, ARG will not consent to:


 


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(i)                                     any modification of the minimum depreciation rate
specified under Section 24.18 of each Lease, or


 


(ii)                                  the
grant of any waivers of an Amortization Event with respect to any Leasing Company
Note under Section 9.4 of the related Leasing Company Base Indenture.


 


(d)                                 Notwithstanding the foregoing, ARG will not waive
any Amortization Event with regard to any Leasing Company Note under Section 9.4
of the Related Leasing Company Base Indenture without the consent of 100% of
the Group I Noteholders to the extent the related Leasing Company Related
Document requires that 100% of the holders of the Leasing Company Note consent
to such waiver and provided that ARG shall notify the Rating Agencies of any
such waiver.


 


Section 8.24.                             Other Business.


 


ARG
will not engage in any business or enterprise or enter into any transaction
other than the acquisition and funding of the Leasing Company Notes and the
Group-Specific Leasing Company Notes, the related exercise of its rights under
the Leasing Company Related Documents and the Group-Specific Leasing Company
Related Documents, the making of loans to Vanguard pursuant to the Subordinated
Note in accordance with Section 8.22, the incurrence and payment of
ordinary course operating expenses, the issuing and selling of the Notes and
other activities related to or incidental to either of the foregoing (including
transactions contemplated in Section 8.23 and 8.25).


 


Section 8.25.                             Use of Proceeds of Notes.


 


ARG
shall use the proceeds of the Group I Notes solely for one or more of the
following purposes: (a) to acquire and fund the Leasing Company Notes in
accordance with the Leasing Company Indentures and the related Leasing Company
Group I Supplements; (b) to pay amortizing Group I Notes when due or to
prepay Group I Notes in accordance with this Indenture; or (c) to make
loans pursuant to the Subordinated Note in accordance with Section 8.22.


 


Section 8.26.                             Maintenance of Separate Existence.


 


ARG
will do all things necessary to maintain its corporate existence separate and apart from
that of Vanguard or any Affiliate of Vanguard including, without limitation, (i) practicing
and adhering to corporate formalities, such as maintaining appropriate books
and records; (ii) owning or leasing (including through shared arrangements
with Affiliates) all office furniture and equipment necessary to operate its
business; (iii) not (A) guaranteeing or otherwise becoming liable for
any obligations of any of its Affiliates, (B) having obligations
guaranteed by any of its Affiliates, (C) holding itself out as responsible
for debts of any of its Affiliates or for decisions or actions with respect to
the affairs of any of its Affiliates and (D) being directly or


 


53

















 


indirectly named as a direct or contingent beneficiary or loss payee on
any insurance policy of any Affiliate; (iv) other than as provided in the
Related Documents, maintaining its deposit and other bank accounts and all of
its assets separate from those of any other Person; (v) maintaining its
financial records and books of account separate and apart from those of
any other Person; (vi) compensating all its employees, officers,
consultants and agents for services provided to it by such Persons, or
reimbursing any of its Affiliates in respect of services provided to it by
employees, officers, consultants and agents of such Affiliate, out of its own
funds; (vii) maintaining office space separate and apart from that of
any of its Affiliates (even if such office space is subleased from or is on or
near premises occupied by any of its Affiliates) and a telephone number
separate and apart from that of any of its Affiliates; (viii) accounting
for and managing all of its liabilities separately from those of any of its
Affiliates; (ix) allocating, on an arm’s-length basis, all shared
corporate operating services, leases and expenses, including, without
limitation, those associated with the services of shared consultants and agents
and shared computer and other office equipment and software; (x) refraining
from filing or otherwise initiating or supporting the filing of a motion in any
bankruptcy or other insolvency proceeding involving ARG, Vanguard, Vanguard
Holdings or any Affiliate of Vanguard Holdings, to substantively consolidate
ARG with Vanguard, Vanguard Holdings or any Affiliate of Vanguard Holdings;
(xi) remaining solvent and (xii) conducting all of its business (whether
written or oral) solely in its own name. ARG acknowledges its receipt of a copy
of those certain opinion letters issued by Weil, Gotshal & Manges LLP
dated as of the date hereof addressing the issue of substantive consolidation
as it may relate to Vanguard Holdings, the Lessees and ARG and the
characterization of the Leases as “true leases”. ARG hereby agrees to maintain
in place all policies and procedures, and take and continue to take all action,
described in the factual assumptions set forth in such opinion letters and
relating to ARG. On an annual basis, commencing October 14, 2004, ARG will
provide to the Rating Agencies and the Trustee an Officer’s Certificate
certifying that it is in compliance with its obligations under this Section 8.26.


 


Section 8.27.                             No ERISA Plan.


 


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


 


Section 8.28.                             Additional Leasing Companies.


 


ARG
will not acquire an Additional Leasing Company Note issued under an Additional
Leasing Company Indenture, as supplemented by an Additional Leasing Company Series Supplement,
from an Additional Leasing Company without complying with the provisions of
this Section 8.28. If ARG desires to acquire an Additional Leasing
Company Note issued under an Additional Leasing Company Indenture, as supplemented
by an Additional Leasing Company Group I Supplement, from an Additional Leasing
Company, ARG shall deliver the following to the Trustee:


 


(a)                                  such Additional Leasing Company Indenture and
Additional Leasing Company Group I Supplement, in substantially the form of
the existing


 


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Leasing Company Indentures and Leasing Company Group I Supplements or
otherwise in form and substance satisfactory to the Required Noteholders
of each Outstanding Series of Group I Notes, duly executed by such
Additional Leasing Company and the Additional Leasing Company Trustee;


 


(b)                                 the original Counterpart No. 1 of the
Additional Leasing Company Lease securing such Additional Leasing Company
Indenture, as supplemented by such Additional Leasing Company Group I
Supplement, in substantially the form of the existing Leases or otherwise
in form and substance satisfactory to the Required Noteholders of each
Outstanding Series of Group I Notes, duly executed by such Additional Leasing
Company, the Additional Leasing Company Lessee, Vanguard, as servicer and
Vanguard Holdings, as guarantor;


 


(c)                                  such Additional Leasing Company Note, in
substantially the form of the existing Leasing Company Notes or otherwise
in form and substance satisfactory to the Required Noteholders of each
Outstanding Series of Group I Notes, duly executed by such Additional
Leasing Company and duly authenticated by the Additional Leasing Company
Trustee and registered in the name of the Trustee;


 


(d)                                 Reserved;


 


(e)                                  evidence to the effect that such Additional
Leasing Company and the Additional Leasing Company Lessee shall have become
parties to the Master Collateral Agency Agreement in accordance with the Master
Collateral Agency Agreement;


 


(f)                                    evidence that the Master Collateral Agent shall
have received executed counterparts of the Assignment Agreements related to the
assignment of rights under each Manufacturer Program under which Program
Vehicles will be purchased or financed by such Additional Leasing Company, duly
executed by the Additional Leasing Company Lessee, the Additional Leasing
Company, the Master Collateral Agent and each applicable Manufacturer;


 


(g)                                 evidence that the Master Collateral Agent shall
have received a copy of each Manufacturer Program under which Program Vehicles
are proposed to be financed or purchased by such Additional Leasing Company and
an Officer’s Certificate duly executed by an officer of the Additional Leasing
Company certifying that each such copy is true, correct and complete as of such
date;


 


(h)                                 written confirmation that the Rating Agency
Confirmation Condition with respect to each Outstanding Series of Group I
Notes shall have been satisfied with respect to ARG’s acquisition of such
Additional Leasing Company Note;


 


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(i)                                     an Officer’s Certificate of ARG dated as of the
date of ARG’s acquisition of such Additional Leasing Company Note to the effect
that (i) no Amortization Event with respect to any Outstanding Series of
Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of
Notes, Enhancement Deficiency with respect to any Outstanding Series of
Notes, Potential Amortization Event with respect to any Outstanding Series of
Notes or Potential Enhancement Agreement Event of Default with respect to any
Outstanding Series of Group I Notes, is continuing or will occur as a
result of its acquisition of such Additional Leasing Company Note, (ii) the
acquisition of such Additional Leasing Company Note will not result in any
breach of any of the terms, conditions or provisions of or constitute a default
under any indenture, mortgage, deed of trust or other agreement or instrument
to which ARG is a party or by which it or its property is bound, or any order of
any court or administrative agency entered in any suit, action or other
judicial or administrative proceeding to which ARG is a party or by which it or
its property may be bound or to which it or its property may be
subject and (iii) all conditions precedent provided in this Base Indenture
and any Series Supplement with respect to any Outstanding Series of
Group I Notes with respect to acquisition of such Additional Leasing Company
Note have been complied with;


 


(j)                                     an Opinion of Counsel, subject to the assumptions
and qualifications stated therein, and in a form substantially acceptable
to the Trustee, dated the date of ARG’s acquisition of such Additional Leasing
Company Note, substantially to the effect that:


 


(i)                                     all instruments furnished to the Trustee conform in
all material respects to the requirements of this Base Indenture and any Series Supplement
with respect to any Outstanding Series of Group I Notes with respect to
acquisition of such Additional Leasing Company Note, and all conditions
precedent provided for in this Base Indenture and any such Series Supplement
have been complied with in all material respects;


 


(ii)                                  (x) the Additional Leasing Company is duly formed
in the jurisdiction of its formation and had the power and authority to execute
and deliver each of the Additional Leasing Company Related Documents to which
it is a party; (y) the Additional Leasing Company Lessee is duly incorporated
or formed, as the case may be, in the jurisdiction of its incorporation or
formation, as the case may be, and had the corporate, limited partnership
or limited liability company, as the case may be, power and authority to
execute and deliver each of the Additional Leasing Company Related Documents to
which it is a party; and (z) each of Vanguard Holdings, in its capacity as
guarantor and Vanguard, in its capacity as servicer under the Additional
Leasing Company Lease, is duly incorporated in the jurisdiction of its
incorporation and had the power and authority to execute and deliver the
Additional Leasing Company Lease


 


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and each other Additional Leasing Company Related Document to which it is
a party;


 


(iii)                               each of the Additional Leasing Company Related Documents has been duly
authorized, executed and delivered by the Additional Leasing Company, the
Additional Leasing Company Lessee, Vanguard and Vanguard Holdings, as
applicable;


 


(iv)                              the Additional Leasing Company Note has been duly authorized and executed
and, when authenticated and delivered in accordance with the provisions of the
Additional Leasing Company Indenture and the related Additional Leasing Company
Group I Supplement, will constitute valid, binding and enforceable obligations
of the Additional Leasing Company entitled to the benefits of the Additional
Leasing Company Indenture and the related Additional Leasing Company Group I
Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and to general principles of equity and by an implied covenant of
good faith and fair dealing;


 


(v)                                 the Additional Leasing Company Related Documents
are legal, valid and binding agreements of the Additional Leasing Company, the
Additional Leasing Company Lessee, Vanguard or Vanguard Holdings, as the case may be,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and to general principles of equity and by an
implied covenant of good faith and fair dealing;


 


(vi)                              none of the Additional Leasing Companies is, or is controlled by, an “investment
company” within the meaning of, or is required to register as an “investment
company” under, the Investment Company Act, and the Additional Leasing Company
Indenture is not required to be registered under the Trust Indenture Act;


 


(vii)                           the Additional Leasing Company Indenture and the related Additional
Leasing Company Group I Supplement are effective to create a legal, valid and
enforceable security interest in the collateral pledged thereunder and that
such security interest constitutes a first-priority, perfected security
interest in such collateral;


 


(viii)                        the assets of the Additional Leasing Company would not be substantively
consolidated with the assets of Vanguard, Vanguard Holdings or the Additional
Leasing Company Lessee in the event of the insolvency of Vanguard, Vanguard
Holdings or such Additional Leasing Company Lessee;


 


57

















 


(ix)                                there being no pending or threatened litigation which, if adversely
determined, would materially and adversely affect the ability of the Additional
Leasing Company or the Additional Leasing Company Lessee to perform its
obligations under any of the Additional Leasing Company Related Documents;


 


(x)                                   the absence of any conflict with or violation of
any court decree, injunction, writ or order applicable to the Additional
Leasing Company or the Additional Leasing Company Lessee or any breach or
default of any indenture, agreement or other instrument as a result of the
issuance of the Additional Leasing Company Note or the execution, delivery or
performance of the Additional Leasing Company Related Documents by the Additional
Leasing Company or the Additional Leasing Company Lessee;


 


(xi)                                the offer and sale of the Additional Leasing Company Note is not required
to be registered under the Securities Act; and


 


(xii)                             such other matters as the Trustee may reasonably require.


 


(k)                                  evidence (which, in the case of the filing of
financing statements on form UCC-1, may be telephonic, followed by
prompt written confirmation) that ARG has caused all filings (including filing
of financing statements on form UCC-1) and recordings to be accomplished
as may be reasonably required by law to establish, perfect, protect and
preserve the rights, titles, interests, remedies, powers, privileges, licenses
and security interest of the Trustee in the Additional Leasing Company Note and
the Additional Leasing Company Indenture, as supplemented by the Additional
Leasing Company Group I Supplement for the benefit of the Secured Parties; and


 


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


 


Upon
satisfaction of such conditions, the Additional Leasing Company Note and the
Additional Leasing Company Indenture, as supplemented by the Additional Leasing
Company Group I Supplement, shall be part of the Collateral.


 


Section 8.29.                             Registered Organization.


 


ARG
will maintain its status as a Registered Organization.


 


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ARTICLE 9.



AMORTIZATION EVENTS AND REMEDIES


 


Section 9.1.                                   Amortization Events.


 


If
any one of the following events shall occur during the Revolving Period, the
Accumulation Period or the Controlled Amortization Period with respect to any Series of
Group I Notes (each, an “Amortization Event”):


 


(a)                                  The occurrence of an Event of Bankruptcy with
respect to ARG, any Leasing Company, the general partner of any Leasing
Company, any Lessee, Vanguard Holdings or the Intermediary;


 


(b)                                 ARG shall have become an “investment company” or
shall have become under the “control” of an “investment company” under the
Investment Company Act of 1940, as amended;


 


(c)                                  reserved;


 


(d)                                 reserved; and


 


(e)                                  any other event shall occur which may be
specified in any Series Supplement as an “Amortization Event”;


 


then
(i) in the case of any event described in clause (e) above,
subject to clause (iii) below, either the Trustee, by written notice to
ARG, or the Required Noteholders of the applicable Series of Notes, by
written notice to ARG and the Trustee, may declare that an Amortization
Event has occurred with respect to such Series as of the date of the
notice, or (ii) in the case of any event described in clause (a),
or (b) above, an Amortization Event with respect to all Series of
Group I Notes then outstanding shall immediately occur without any notice or
other action on the part of the Trustee or any Noteholders or (iii) in
the case of any event described in clause (e) above, if the
Amortization Event arising from such event is only subject to waiver by 100% of
the applicable Noteholders as set forth in the applicable Series Supplement,
an Amortization Event with respect to the related Series of Notes shall
immediately occur without any notice or other action on the part of the
Trustee or any Noteholders; provided, however, that the Trustee
shall have no liability in connection with any action or inaction taken or not
taken by it upon the occurrence of an Amortization Event unless a Responsible
Officer has actual knowledge of such Amortization Event; and provided, further
the provisions of this sentence shall not insulate the Trustee from liability
arising out of its negligence or willful misconduct.


 


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Section 9.2.                                   Rights of the Trustee upon Amortization Event or
Certain Other Events of Default.


 


(a)                                  General.
Subject to the provisions of Section 13.20 and Section 9.2(c), if
and whenever an Amortization Event shall have occurred and be continuing, the
Trustee may, and at the written direction of the Requisite Investors of the
Group I Notes shall, exercise from time to time any rights and remedies
available to it with respect to the Collateral under applicable law or any
Related Document (including, without limitation, the Master Exchange Agreement
and the Escrow Agreement), including the remedies available to the Trustee as a
Beneficiary under the Master Collateral Agency Agreement and as a Specified
Beneficiary under the Disposition Agent Agreement; provided, however,
that if such Amortization Event is with respect to less than all Outstanding
Series of Group I Notes, then the Trustee’s rights and remedies pursuant to the
provisions of this Section 9.2 shall, to the extent not detrimental to
the rights of the holders of the Series of Group I Notes with respect to which
no Amortization Event shall have occurred, be limited to rights and remedies
pertaining only to those Series of Group I Notes with respect to which such
Amortization Event has occurred and the Trustee shall exercise such rights and
remedies at the written direction of Noteholders holding in excess of 50% of
the aggregate Invested Amount of all such Series of Group I Notes with respect
to which such Amortization Event has occurred (excluding any Group I Notes held
by ARG or any Affiliate of ARG (other than an Affiliate Issuer)). Any amounts
obtained by the Trustee on account of or as a result of the exercise by the
Trustee of any right or remedy shall be held by the Trustee as additional
collateral for the repayment of ARG Obligations with respect to all such Series
of Group I Notes and shall be applied as provided in Article 5. If so
specified in the applicable Series Supplement, the Trustee may agree to limit
its exercise of rights and remedies available to it as a result of the
occurrence of an Amortization Event to the extent set forth therein.


 


(b)                                 Leasing Company Related Documents. Subject to the provisions of Section 13.20
and Section 9.2(c), if an Amortization Event or a Custody
Revocation Trigger Event shall have occurred and be continuing, the Trustee, at
the written direction of the Requisite Investors (in the case of an
Amortization Event with respect to all Series of Group I Notes or a
Custody Revocation Trigger Event) or the Noteholders holding in excess of 50%
of the aggregate Invested Amount of all Series of Group I Notes with
respect to which an Amortization Event has occurred (excluding any Group I
Notes held by ARG or any Affiliate of ARG (other than an Affiliate Issuer)) (in
the case of an Amortization Event with respect to less than all Series of
Group I Notes) shall exercise, to the extent necessary, all rights, remedies,
powers, privileges and claims of ARG against any party under or in connection
with the Leasing Company Related Documents (including, without limitation, the
Master Exchange Agreement and the Escrow Agreement) including the right or
power to take any action to compel performance or observance by any such party
of its obligations to ARG, and to


 


60

















 


give any consent, request, notice, direction, approval, extension or
waiver in respect of the Leasing Company Related Documents (including, without
limitation, the Master Exchange Agreement and the Escrow Agreement).


 


(c)                                  ARG Liquidation Events. If and whenever an ARG Liquidation Event
with respect to any Outstanding Series of Group I Notes shall have
occurred and be continuing:


 


(i)                                     the
Trustee shall promptly instruct the Master Collateral Agent, the Disposition
Agent or any other agent or designee designated by the Requisite Investors to
return, or cause the Leasing Company Trustee to direct each Leasing Company or
the Lessees party to the Leases to return, Program Vehicles to the related
Manufacturers (after the minimum holding period, if any, specified in the
applicable Manufacturer Program and so long as a Manufacturer Event of Default
has not occurred and is continuing with respect to the related Manufacturer)
and to otherwise sell or cause to be sold Non-Program Vehicles to generate
proceeds in an amount sufficient to pay all interest on and principal of such Series of
Group I Notes. To the extent that any Manufacturer fails to accept any such
Vehicles under the terms of the applicable Manufacturer Program, the Trustee
shall direct the Master Collateral Agent, the Disposition Agent or any other
agent or designee designated by the Requisite Investors to sell, or direct the
Leasing Company Trustee to cause the applicable Leasing Company or the
applicable Lessees to sell (or cause to be sold), such Vehicles. In the event
that either (x) an Event of Bankruptcy with respect to any Manufacturer of
Program Vehicles shall have occurred and is continuing and such Manufacturer
shall fail to repurchase any Eligible Vehicles in accordance with the terms of
the related Manufacturer Program or (y) if there has occurred and is continuing
any Manufacturer Event of Default, the Trustee shall direct the Master
Collateral Agent, the Disposition Agent or any other agent or designee
designated by the Requisite Investors to sell (or cause to be sold) any and all
Program Vehicles covered by the related Manufacturer Program of such
Manufacturer.


 


(ii)                                  in
connection with any disposition of Vehicles pursuant to Section 9.2(c)(i) or
otherwise as a result of the occurrence of such ARG Liquidation Event, the
Trustee may, and at the written direction of the Requisite Investors (in the
case of an ARG Liquidation Event with respect to all Series of Notes) or
the Noteholders holding in excess of 50% of the aggregate Invested Amount of
all Series of Group I Notes with respect to which an ARG Liquidation Event
has occurred and is continuing (excluding any Group I Notes held by ARG or any
Affiliate of ARG (other than an Affiliate Issuer)) (in the case of an ARG
Liquidation Event with respect to less than all Series of Group I Notes),
the Trustee shall:


 


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(A)  exercise from time to time any rights and remedies
available under the Leasing Company Related Documents (including, without
limitation, the Master Exchange Agreement and the Escrow Agreement) to it as the result of such occurrence, including as a Beneficiary
under the Master Collateral Agency Agreement and as a Specified Beneficiary
under the Disposition Agent Agreement. Any amounts obtained by the Trustee on
account of or as a result of the exercise by the Trustee of any such rights
shall be applied as provided in Article 5; and


 


(B)  direct the Disposition Agent, the Master Collateral
Agent, the Intermediary or any other agent or designee designated by the
Requisite Investors to exercise, or direct the Leasing Company Trustee to cause
each Leasing Company or the Lessees to exercise, any and all of the rights,
remedies, powers, privileges and claims of such Leasing Company, such Lessees,
the Disposition Agent, the Master Collateral Agent, the Intermediary or any
other agent or designee designated by the Requisite Investors, as the case may be,
against the Manufacturers under or in connection with the Manufacturer
Programs.


 


(d)                                 Custody Revocation Trigger Event. If a Custody Revocation Trigger Event
shall have occurred and be continuing, the Trustee, at the direction of the
Requisite Investors, shall:


 


(i)                                     direct
the Master Collateral Agent to revoke the right of the Master Servicer to act
as agent of, and custodian for, the Master Collateral Agent with respect to all
Certificates of Title relating to the Vehicles and designate a successor entity
to act as the Master Collateral Agent’s agent and custodian for such
Certificates of Title; and


 


(ii)                                  cause
the Master Collateral Agent to terminate the power of attorney referred to in
Section 2.7(b) of the Master Collateral Agency Agreement
(including the related power granted under Section 2.8 of the
Master Collateral Agency Agreement) in accordance with the terms of the Master
Collateral Agency Agreement.


 


(e)                                  Sale of Collateral. Upon any sale of any of the Collateral directly
by the Trustee (or its agent), or by the Master Collateral Agent or the
Disposition Agent or any of their agents, whether made under the power of sale
given under this Section 9.2 or under judgment, order or decree in
any judicial proceeding for the foreclosure or involving the enforcement of
this Indenture:


 


(i)                                     the Trustee, any Noteholder and/or any
Enhancement Provider may bid for and purchase the property being sold, and
upon compliance with the terms of sale may hold, retain and possess and


 


62

















 


dispose of such property in its own absolute right without further
accountability;


 


(ii)                                  the Trustee (or its agent), or the Master
Collateral Agent or the Disposition Agent or any of their agents, may make
and deliver to the purchaser or purchasers a good and sufficient deed, bill of
sale and instrument of assignment and transfer of the property sold;


 


(iii)                               all right, title, interest, claim and demand whatsoever, either at law or
in equity or otherwise, of ARG of, in and to the property so sold shall be
divested; and such sale shall be a perpetual bar both at law and in equity
against ARG, its successors and assigns, and against any and all Persons
claiming or who may claim the property sold or any part thereof from,
through or under the Issuer its successors or assigns;


 


(iv)                              the receipt of the Trustee or of the agent thereof making such sale shall
be a sufficient discharge to the purchaser or purchasers at such sale for his
or their purchase money, and such purchaser or purchasers, and his or their
assigns or personal representatives, shall not, after paying such purchase
money and receiving such receipt of the Trustee or of such agent therefor, be
obliged to see to the application of such purchase money or be in any way
answerable for any loss, misapplication or nonapplication thereof; and


 


(v)                                 to the extent that it may lawfully do so,
ARG agrees that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any appraisal, valuation,
stay, extension or redemption laws, or any law permitting it to direct the
order in which the Vehicles shall be sold, now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance or
enforcement of this Indenture or any of the Related Documents.


 


(f)                                    Additional Remedies. In addition to any rights and remedies now or
hereafter granted hereunder or under applicable law with respect to the
Collateral, the Trustee shall have all of the rights and remedies of a secured
party under the UCC as enacted in any applicable jurisdiction.


 


(g)                                 Series of Group I Notes. Upon the occurrence of an Amortization Event
relating to one or more, but not all, Outstanding Series of Group I Notes
(not including any Segregated Series of Notes), the Trustee shall exercise
all remedies hereunder to the extent necessary to pay all interest on and
principal of the related Series of Group I Notes up to the Invested Amount
of each Series. For all purposes hereunder and for the avoidance of
doubt, the Noteholders holding in excess of
50% of the aggregate Invested Amount of all such Series of Group I Notes
with respect to which such Amortization Event has occurred may direct the
time, method and place of conducting any proceeding for any remedy available to


 


63

















 


the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Collateral relating to such Series of Group I Notes. However, subject to Section 10.1,
the Trustee may refuse to follow any direction that conflicts with law or
this Base Indenture, and the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.


 


(h)                                 Certain Other Series of Group I Notes. Certain Series of Group I Notes may provide
for allocations of Collections to such Series of Group I Notes only in
respect of specified items of Collateral upon the occurrence of certain
Amortization Events. Upon the occurrence of such an Amortization Event relating
to such a Series of Group I Notes, the Trustee shall, to the extent
specified in the applicable Series Supplement, limit any recourse
hereunder to the related specified items of Collateral to satisfy the payment
of all interest on and principal of such Series of Group I Notes up to the
Invested Amount of such Series of Group I Notes.


 


(i)                                     Segregated Series. Upon the occurrence of an Amortization Event
relating to any Outstanding Segregated Series of Notes, the Trustee shall
limit any recourse hereunder to the related Group-Specific Collateral in
satisfying the payment of interest and principal due on such Segregated Series of
Notes. For all purposes hereunder and for the avoidance of doubt, the Requisite Investors with respect to each
Segregated Series of Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Group-Specific
Collateral relating to such Segregated Series of Notes. However, subject to Section 10.1,
the Trustee may refuse to follow any direction that conflicts with law or
this Base Indenture, and the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.


 


(j)                                     Failure
of Leasing Company Trustee, Leasing Company, Master Collateral Agent,
Disposition Agent or Lessee to Take Action. If, after the occurrence of an
ARG Liquidation Event with respect to any Series of Group I Notes, the
Leasing Company Trustee, the Master Collateral Agent, the Disposition Agent or
any Lessee fails to take action to accomplish any instructions given to it by
the Trustee within 15 business days of receipt thereof, the Trustee may, or at
the direction of the Requisite Investors (in the case of an ARG Liquidation
Event with respect to all Series of Group I Notes) or at the direction of
the Noteholders holding in excess of 50% of the aggregate Invested Amount of
all Series of Group I Notes with respect to which an ARG Liquidation Event
shall have occurred (in the case of an ARG Liquidation Event with respect to
less than all Series of Group I Notes), shall take such action or such other appropriate action on behalf
of such Leasing Company Trustee, the Master Collateral Agent, the Disposition
Agent or such Lessee. In the event that the
Trustee determines to take action pursuant to the immediately preceding
sentence, the Trustee may direct the Master Collateral Agent or the
Disposition Agent to institute legal proceedings for the appointment of a
receiver or receivers to take


 


64

















 


possession of the Vehicles pending the sale thereof, and the Trustee may institute
legal proceedings for the appointment of a receiver or receivers pursuant to
the powers of sale granted by this Indenture or to a judgment, order or decree
made in any judicial proceeding for the foreclosure or involving the
enforcement of this Indenture.


 


Section 9.3.                                   Other Remedies.


 


Subject
to the terms and conditions of this Indenture, if an Amortization Event occurs
and is continuing, the Trustee may pursue any remedy available under
applicable law or in equity to collect the payment of principal of or interest
on the Group I Notes (or the applicable Series of Group I Notes, in the
case of an Amortization Event that affects only one or more particular Series of
Group I Notes) or to enforce the performance of any provision of the Group I
Notes, this Indenture or any Group I Series Supplement with respect to
that Series of Group I Notes.


 


The
Trustee may maintain a proceeding even if it does not possess any of the
Group I Notes or does not produce any of them in the proceeding, and any such
proceeding instituted by the Trustee shall be in its own name as trustee. All
remedies are cumulative to the extent permitted by law.


 


Section 9.4.                                   Waiver of Past Events.


 


Unless
otherwise specified in the Series Supplement for a Series of Group I
Notes, the Supermajority Noteholders of a Series of Group I Notes, by
written notice to the Trustee, may waive any existing Potential
Amortization Event or Amortization Event described in clause (e) of
Section 9.1 (solely to the extent that the applicable Series Supplement
does not require 100% of the applicable Noteholders to waive such Potential
Amortization Event or Amortization Event) as it relates to such Series and
its consequences. Unless otherwise specified in the Series Supplement for
a Series of Group I Notes, 100% of the Group I Noteholders by written
notice to the Trustee and the Rating Agencies, may waive any existing
Potential Amortization Event or Amortization Event described in clause (a),
(b) or (e) of Section 9.1 (with respect to clause
(e), solely to the extent the applicable Series Supplement requires
100% of the applicable Noteholders to waive such Potential Amortization Event
or Amortization Event). Upon any such waiver pursuant to either of the two
preceding sentences, such Potential Amortization Event shall cease to exist
with respect to such Series, and any Amortization Event with respect to such Series arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Potential
Amortization Event or impair any right consequent thereon.


 


Section 9.5.                                   Control by Requisite Investors or Required
Noteholders.


 


(a)                                  Except as set forth in Section 13.20,
the Requisite Investors with respect to the Group I Notes (or, to the extent
such remedy relates to less than all Group I Notes, the Noteholders
holding in excess of 50% of the aggregate


 


65

















 


Invested Amount of
all such Series of Group I Notes)
(excluding any Group I Notes held by ARG or an Affiliate of ARG (other than an
Affiliate Issuer)) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee with respect to the Group I
Notes or exercising any trust or power conferred on the Trustee with respect to
the Group I Notes. However,
subject to Section 10.1, the Trustee may refuse to follow any
direction that conflicts with law or this Base Indenture, and the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.


 


Section 9.6.                                   Limitation on Suits.


 


Any
other provision of this Indenture to the contrary notwithstanding, a Noteholder
may pursue a remedy with respect to this Indenture or the Notes only if:


 


(a)                                  the Noteholder gives to the Trustee written
notice of a continuing Amortization Event;


 


(b)                                 the Noteholders of at least 25% in principal
amount of all then Outstanding Notes of such Series make a written request
to the Trustee to pursue the remedy;


 


(c)                                  such Noteholder or Noteholders offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;


 


(d)                                 the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested,
the provision of indemnity; and


 


(e)                                  during such 60-day period the Required Noteholders
do not give the Trustee a direction inconsistent with the request.


 


A
Noteholder may not use this Indenture to prejudice the rights of another
Noteholder or to obtain a preference or priority over another Noteholder.


 


Section 9.7.                                   Unconditional Rights of Holders to Receive
Payment; Withholding Taxes.


 


(a)                                  Notwithstanding any other provision of this
Indenture, the right of any Noteholder of a Note to receive payment of
principal of and interest on the Note, on or after the respective due dates
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, is absolute and unconditional and shall not
be impaired or affected without the consent of the Noteholder.


 


(b)                                 The Paying Agent shall (or if the Trustee is not
the Paying Agent, the Trustee shall cause the Paying Agent to execute and
deliver to the Trustee an


 


66

















 


instrument in which such Paying Agent shall agree with the Trustee that
such Paying Agent shall) comply with all requirements of the Code regarding the
withholding of payments in respect of Federal income taxes due from Noteholders
and otherwise comply with the provisions of this Indenture applicable to it.


 


Section 9.8.                                   Collection Suit by the Trustee.


 


If
any Amortization Event consisting of a payment default under a Series of
Notes occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against ARG for the whole
amount of principal and interest remaining unpaid on such Series of Notes
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Section 9.9.                                   The Trustee May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relative to ARG (or any other obligor
upon the Notes), its creditors or its property, and shall be entitled and
empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claim and any custodian in any such judicial
proceeding is hereby authorized by each Noteholder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Noteholders, to pay the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 10.5 out of the estate
in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, Notes and other properties which the
Noteholders of the Notes may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Noteholder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceeding.


 


Section 9.10.                             Priorities.


 


If
the Trustee collects any money with respect to a Series of Group I Notes
pursuant to this Article, the Trustee shall pay out the money, net of any
liquidation


 


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expenses incurred by the Trustee, its agents and counsel, in accordance
with the provisions of Article 5.


 


Section 9.11.                             Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a
suit by a Noteholder pursuant to Section 9.6, or a suit by
Noteholders of more than 10% in principal amount of all then outstanding Notes.


 


Section 9.12.                             Rights and Remedies Cumulative.


 


No
right or remedy herein conferred upon or reserved to the Trustee or to the
holders of Notes is intended to be exclusive of any other right or remedy, and
every right or remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given under this Indenture or now
or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy under this Indenture, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 9.13.                             Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any holder of any Note to exercise any
right or remedy accruing upon any Amortization Event shall impair any such
right or remedy or constitute a waiver of any such Amortization Event or an
acquiescence therein. Every right and remedy given by this Article 9
or by law to the Trustee or to the holders of Notes may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or
by the holders of Notes, as the case may be.


 


Section 9.14.                             Reassignment of Surplus.


 


Promptly
after termination of this Indenture and the payment in full of the ARG
Obligations, any proceeds of all the Collateral received or held by the Trustee
shall be turned over to ARG and the Collateral shall be reassigned to ARG by
the Trustee without recourse to the Trustee and without any representations,
warranties or agreements of any kind.


 


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ARTICLE
10.



THE TRUSTEE


 


Section 10.1.          Duties
of the Trustee.


 


(a)           If an Amortization Event has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs; provided, however, that the
Trustee shall have no liability in connection with any action or inaction
taken, or not taken, by it upon the deemed occurrence of an Amortization Event
of which a Responsible Officer has not received written notice; and provided,
further that the preceding sentence shall not have the effect of
insulating the Trustee from liability arising out of the Trustee’s negligence
or willful misconduct.


 


(b)           Except during the occurrence and
continuance of an Amortization Event:


 


(i)            the Trustee undertakes to perform
only those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein).


 


(c)           The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(i)            This
clause does not limit the effect of clause (b) of this Section 10.1.


 


(ii)           The Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts.


 


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(iii)          The Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 9.3.


 


(iv)          The Trustee shall not be charged with
knowledge of any Amortization Event, Custody Revocation Trigger Event, ARG Liquidation
Event, any default by any Leasing Company, ARG or other Person in the
performance of its obligations under this Indenture or under any Collateral
Agreement or Related Document (as such term is defined in the Leasing Company
Base Indentures) or any other event described in Section 8.10(a) unless
a Responsible Officer of the Trustee receives written notice of such failure
from ARG, any Leasing Company Trustee, any Leasing Company or any Holders of
Notes evidencing not less than 10% of the aggregate principal amount of the
Notes of any Series adversely affected thereby or otherwise has actual
knowledge thereof.


 


(d)           Notwithstanding anything to the
contrary contained in this Indenture or any of the Related Documents, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability if there is reasonable ground (as determined by
the Trustee in its sole discretion) for believing that the repayment of such
funds is not reasonably assured to it by the security afforded to it by the
terms of this Indenture. The Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.


 


(e)           In the event that the Paying Agent or
the Registrar shall fail to perform any obligation, duty or agreement in the
manner or on the day required to be performed by the Paying Agent or the
Registrar, as the case may be, under this Indenture, the Trustee shall be
obligated as soon as practicable upon actual knowledge of a Responsible Officer
thereof and receipt of appropriate records and information, if any, to perform
such obligation, duty or agreement in the manner so required.


 


(f)            Subject to Section 10.3, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law or the Related
Documents. The Trustee may allow and credit to ARG interest agreed upon by ARG
and the Trustee from time to time as may be permitted by law.


 


Section 10.2.          Rights
of the Trustee.


 


Except as otherwise provided
by Section 10.1:


 


(a)           The Trustee may conclusively rely and
shall be fully protected in acting or refraining from acting based upon any
document (whether in its original 


 


70

















 


or facsimile form) believed
by it to be genuine and to have been signed by or presented by the proper
person.


 


(b)           The Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(c)           The Trustee may act through agents,
custodians and nominees and shall not be liable for any misconduct or
negligence on the part of, or for the supervision of, any such agent, custodian
or nominee so long as such agent, custodian or nominee is appointed with due
care.


 


(d)           The Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers conferred upon it by the Indenture.


 


(e)           The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture or any Series Supplement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Noteholders, pursuant to the provisions of this Indenture or any
Series Supplement, unless such Noteholders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligations, upon the
occurrence of a default by any Leasing Company or ARG (which has not been
cured), to exercise such of the rights and powers vested in it by this Indenture
or any Series Supplement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


 


(f)            The Trustee shall not be bound to
make any investigation into the facts of matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing
so to do by the Required Noteholders of any Series which could be adversely
affected if the Trustee does not perform such acts, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records
and premises of ARG, personally or by agent or attorney at the sole cost of ARG
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.


 


(g)           The Trustee shall not be liable for
any losses or liquidation penalties in connection with Permitted Investments,
unless such losses or 


 


71

















 


liquidation penalties were
incurred through the Trustee’s own willful misconduct or negligence.


 


(h)           The Trustee shall not be liable for
the acts or omissions of any successor to the Trustee so long as such acts or
omissions were not the result of the negligence, bad faith or willful
misconduct of the predecessor Trustee.


 


(i)            The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.


 


(j)            In no event shall the Trustee be
responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit),
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(k)           In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation
strikes, work stoppages, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God


 


Section 10.3.          Individual
Rights of the Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with ARG or an Affiliate of ARG with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Section 10.8.


 


Section 10.4.          Notice
of Amortization Events and Potential Amortization Events


 


If an Amortization Event or
a Potential Amortization Event occurs and is continuing and if a Responsible
Officer of the Trustee receives written notice or has actual knowledge thereof,
the Trustee shall promptly provide the Noteholders and each Rating Agency with
notice of such Amortization Event or the Potential Amortization Event, to the
extent such Notes are represented by a Global Note, by telephone and facsimile,
and, otherwise, by first class mail.


 


Section 10.5.          Compensation.


 


(a)           ARG shall promptly pay to the Trustee
from time to time such compensation for its acceptance of this Indenture and
services hereunder as has been agreed to in writing by ARG and the Trustee. The
Trustee’s compensation 


 


72

















 


shall not be limited by any
law on compensation of a trustee of an express trust. ARG shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include (i) the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel and (ii) the
reasonable expenses of the Trustee’s agents in administering the Collateral.


 


(b)           ARG shall not be required to
reimburse any expense or indemnify the Trustee against any loss, liability, or
expense incurred by the Trustee through the Trustee’s own willful misconduct or
negligence.


 


(c)           When the Trustee incurs expenses or
renders services after an Amortization Event occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code.


 


(d)           The provisions of this Section
10.5 shall survive the termination of this Indenture and the resignation
and removal of the Trustee.


 


Section 10.6.          Replacement
of the Trustee.


 


(a)           A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section
10.6.


 


(b)           The Trustee may, after giving sixty
(60) days prior written notice to ARG, each Noteholder and each Rating Agency,
resign at any time and be discharged from the trust hereby created by so
notifying ARG; provided, however, that no such resignation of the
Trustee shall be effective until a successor trustee has assumed the
obligations of the Trustee hereunder. The Requisite Investors may remove the
Trustee by so notifying the Trustee and ARG. ARG may remove the Trustee if:


 


(i)            the Trustee fails to comply with Section
10.8;


 


(ii)           the Trustee is adjudged a bankrupt or
an insolvent or an order for relief is entered with respect to the Trustee
under the Bankruptcy Code;


 


(iii)          a custodian or public officer takes
charge of the Trustee or its property; or


 


(iv)          the Trustee becomes incapable of
acting.


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, ARG shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Requisite Investors 


 


73

















 


may appoint a successor
Trustee to replace the successor Trustee appointed by ARG.


 


(c)           If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, ARG or any Secured Party may petition at the expense of ARG
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)           If the Trustee after written request
by any Noteholder who has been a Noteholder for at least six months fails to comply
with Section 10.8, such Noteholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(e)           A successor Trustee shall deliver a
written acceptance of its appointment to the retiring or removed Trustee and to
ARG. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture and any Series Supplement. The
successor Trustee shall mail a notice of its succession to Noteholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee; provided, however, that all sums owing to
the retiring Trustee hereunder (and its agents and counsel) have been paid.
Notwithstanding replacement of the Trustee pursuant to this Section 10.6,
ARG’s obligations under Section 10.5 shall continue for the benefit of
the retiring Trustee.


 


Section 10.7.          Successor
Trustee by Merger, etc.


 


Subject to Section 10.8,
if the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.


 


Section 10.8.          Eligibility
Disqualification.


 


(a)           There shall at all times be a Trustee
hereunder which shall (i) be a corporation organized and doing business under
the laws of the United States of America or of any state thereof authorized
under such laws to exercise corporate trustee power, (ii) have an unsecured
long-term debt rating of at least A2 from Moody’s, (iii) be subject to
supervision or examination by Federal or state authority and shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and (iv) if such Trustee is other
than The Bank of New York as the original Trustee hereunder, acceptable to the
Requisite Investors.


 


74

















 


(b)           If at any time the Trustee shall
cease to satisfy the eligibility requirements of clauses (a)(i) or (a)(ii)
above, the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.6.


 


Section 10.9.          Appointment
of Co-Trustee or Separate Trustee.


 


(a)           Notwithstanding any other provisions
of this Indenture or any Series Supplement, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Collateral may at the time be located, the Trustee shall have the power and may
execute and deliver all instruments to appoint one or more persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Collateral and to vest in such Person or Persons, in such
capacity and for the benefit of the Secured Parties such title to the
Collateral or any part thereof, and, subject to the other provisions of this Section
10.9, such powers, duties, obligations, rights and trusts as the Trustee
may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 10.8 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under Section
10.6. No co-trustee shall be appointed without the consent of ARG unless
such appointment is required as a matter of state law or to enable the Trustee
to perform its functions hereunder.


 


(b)           Every separate trustee and co-trustee
shall, to the extent permitted by law, be appointed and act subject to the
following provisions and conditions:


 


(i)            the Notes of each Series shall be
authenticated and delivered solely by the Trustee or an authenticating agent
appointed by the Trustee;


 


(ii)           all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed, the Trustee shall be
incompetent or unqualified to perform, such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Assets or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;


 


(iii)          no trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee
hereunder;


 


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(iv)          the Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee; and


 


(v)           the Trustee shall remain primarily
liable for the actions of any co-trustee.


 


(c)           Any notice, request or other writing
given to the Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article 10. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture and any Series Supplement,
specifically including every provision of this Indenture or any Series
Supplement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to ARG.


 


(d)           Any separate trustee or co-trustee
may at any time constitute the Trustee, its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any lawful act
under or in respect to this Indenture or any Series Supplement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)           In connection with the appointment of
a co-trustee, the Trustee may, at any time, at the Trustee’s sole cost and expense,
without notice to the Noteholders, delegate its duties under this Base
Indenture and any Series Supplement to any Person who agrees to conduct such
duties in accordance with the terms hereof; provided, however,
that no such delegation shall relieve the Trustee of its obligations and
responsibilities hereunder with respect to any such delegated duties.


 


Section 10.10.        Representations
and Warranties of Trustee.


 


The Trustee represents and
warrants to ARG and the Secured Parties that:


 


(i)            the Trustee is a banking corporation
duly organized, existing and in good standing under the laws of the State of
New York;


 


(ii)           the Trustee has full power, authority
and right to execute, deliver and perform this Indenture and any Series
Supplement issued concurrently with this Indenture and to authenticate the
Notes, and has 


 


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taken all necessary action
to authorize the execution, delivery and performance by it of this Indenture
and any Series Supplement issued concurrently with this Indenture and to
authenticate the Notes;


 


(iii)          this Indenture has been duly executed
and delivered by the Trustee;


 


(iv)          the Trustee meets the requirements of
eligibility as a trustee hereunder set forth in Section 10.8;


 


(v)           the Collection Account Collateral
constitutes a “deposit account” or a “securities account” within the meaning of
the New York UCC; and


 


(vi)          the Trustee in favor of the Secured
Parties is the account holder of the Collection Account Collateral.


 


Section 10.11.        ARG
Indemnification of the Trustee.


 


ARG shall fully indemnify
and hold harmless the Trustee (and any predecessor Trustee) and its directors,
officers, agents and employees from and against any and all loss, liability,
claim, expense, damage or injury suffered or sustained by reason of any acts,
omissions or alleged acts or omissions arising out of the activities of the
Trustee pursuant to this Indenture or any Series Supplement, including but not
limited to any judgment, award, settlement, reasonable attorneys’ fees and
other costs or expenses incurred in connection with the defense of any actual
or threatened action, proceeding or claim; provided, however,
that ARG shall not indemnify the Trustee or its directors, officers, employees
or agents if such acts, omissions or alleged acts or omissions constitute
negligence or willful misconduct by the Trustee. The indemnity provided herein
shall survive the termination of this Indenture and the resignation and removal
of the Trustee.


 


Section 10.12.        Trustee’s
Application for Instructions from ARG.


 


Any application by the
Trustee for written instructions from ARG or the Servicer may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by
the Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective. Subject to Section 10.1,
the Trustee shall not be liable for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than five
Business Days after the date any Authorized Officer of ARG or the Servicer
actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.


 


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ARTICLE
11.



DISCHARGE OF INDENTURE


 


Section 11.1.          Termination
of ARG’s Obligations.


 


(a)           This Indenture shall cease to be of
further effect (except that ARG’s obligations under Section 10.5 and Section
10.11 and the Trustee’s and Paying Agent’s obligations under Section
11.3 shall survive) when all Outstanding Notes theretofore authenticated
and issued have been delivered (other than destroyed, lost or stolen Notes
which have been replaced or paid) to the Trustee for cancellation and ARG has
paid all sums payable hereunder.


 


(b)           In addition, except as may be
provided to the contrary in any Series Supplement, ARG may terminate all of its
obligations under this Indenture if:


 


(i)            ARG irrevocably deposits in trust
with the Trustee or at the option of the Trustee, with a trustee reasonably
satisfactory to the Trustee and ARG under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, money or U.S.
Government Obligations in an amount sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay, when due,
principal and interest on the Notes to maturity or redemption, as the case may
be, and to pay all other sums payable by it hereunder; provided, however,
that (1) the trustee of the irrevocable trust shall have been irrevocably
instructed to pay such money or the proceeds of such U.S. Government
Obligations to the Trustee and (2) the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such U.S. Government
Obligations to the payment of said principal and interest with respect to the
Notes;


 


(ii)           ARG delivers to the Trustee an Officer’s
Certificate stating that all conditions precedent to satisfaction and discharge
of this Indenture have been complied with, and an Opinion of Counsel to the
same effect;


 


(iii)          ARG delivers to the Trustee an
Officer’s Certificate stating that no Potential Amortization Event or
Amortization Event, in either case, described in Section 9.1(e) shall
have occurred and be continuing on the date of such deposit; and


 


(iv)          the Rating Agency Confirmation and
Consent Condition is satisfied with respect to each Outstanding Series of
Notes.


 


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Then, this Indenture shall
cease to be of further effect (except as provided in this Section 11.1),
and the Trustee, on demand of ARG, shall execute proper instruments acknowledging
confirmation of and discharge under this Indenture.


 


(c)           After such irrevocable deposit made
pursuant to Section 11.1(b) and satisfaction of the other conditions set
forth herein, the Trustee promptly upon request shall acknowledge in writing
the discharge of ARG’s obligations under this Indenture except for those
surviving obligations specified above.


 


In
order to have money available on a payment date to pay principal or interest on
the Notes, the U.S. Government Obligations shall be payable as to principal or
interest at least one Business Day before such payment date in such amounts as
will provide the necessary money. U.S. Government Obligations shall not be
callable at ARG’s option.


 


Section 11.2.          Application
of Trust Money.


 


The Trustee or a trustee
satisfactory to the Trustee and ARG shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to Section 11.1. The
Trustee shall apply the deposited money and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of principal of
and interest on the Notes.


 


The provisions of this Section
11.2 shall survive the expiration or earlier termination of this Indenture.


 


Section 11.3.          Repayment
to ARG.


 


The Trustee and the Paying
Agent shall promptly pay to ARG upon written request any excess money or,
pursuant to Sections 2.11 and 2.14, return any Notes held by them
at any time.


 


Subject to Section 2.7(c),
the Trustee and the Paying Agent shall pay to ARG upon written request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have
become due.


 


The provisions of this Section
11.3 shall survive the expiration or earlier termination of this Indenture.


 


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ARTICLE
12.



AMENDMENTS


 


Section 12.1.          Without
Consent of the Noteholders.


 


Without the consent of any
Noteholder, ARG, the Trustee, and any applicable Enhancement Provider, at any
time and from time to time, may enter into one or more Supplements hereto, in
form satisfactory to the Trustee, for any of the following purposes; provided
that the Rating Agency Confirmation Condition with respect to each Outstanding
Series of Notes is met with respect to such Supplement:


 


(a)           to create a new Series of Notes in
accordance with the terms hereof (including, without limitation, making such
modifications to the Indenture and the other Related Documents as may be
required to issue a Segregated Series of Notes);


 


(b)           (i) to add to the covenants of ARG
for the benefit of any Secured Parties or Group-Specific Secured Parties (and
if such covenants are to be for the benefit of less than all Series of Notes,
stating that such covenants are expressly being included solely for the benefit
of such Series) or (ii) to surrender any right or power herein conferred upon
ARG (provided, however, that ARG will not pursuant to this subsection
(b) surrender any right or power it has under the Leasing Company Related
Documents or Group-Specific Leasing Company Related Documents);


 


(c)           to mortgage, pledge, convey, assign
and transfer to the Trustee any property or assets as security for the Notes
and to specify the terms and conditions upon which such property or assets are
to be held and dealt with by the Trustee and to set forth such other provisions
in respect thereof as may be required by the Indenture or as may, consistent
with the provisions of the Indenture, be deemed appropriate by ARG and the
Trustee, or to correct or amplify the description of any such property or
assets at any time so mortgaged, pledged, conveyed and transferred to the
Trustee;


 


(d)           to cure any mistake, ambiguity,
defect, or inconsistency or to correct or supplement any provision contained
herein or in any Series Supplement or in any Notes issued hereunder;


 


(e)           to provide for uncertificated Notes
in addition to certificated Notes;


 


(f)            to add to or change any of the
provisions of the Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Notes in bearer form, registrable or not registrable
as to principal, and with or without interest coupons;


 


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(g)           to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Notes of one or more Series and to add to or change any of the provisions of
the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee;


 


(h)           to correct or supplement any
provision herein which may be inconsistent with any other provision herein or
to make any other provisions with respect to matters or questions arising under
this Indenture; or


 


(i)            to correct, amend or supplement the Indenture in
connection with the adoption, amendment or implementation of, or any change in
the interpretation, administration or application of, the Code or the treasury
regulations promulgated thereunder (and any applicable corresponding provisions
of state tax legislation);


 


provided, however, that such action shall not
adversely affect in any material respect the interests of any Noteholders, as
evidenced, in each case of any amendment pursuant to Sections 12.1(a), (b)(ii),
(d), (g) and (h) by an Opinion of Counsel (which Opinion
of Counsel may rely as to factual matters upon Officer’s Certificates of ARG
and the other parties). Upon the request of ARG and upon receipt by the Trustee
of the documents described in Section 2.2, the Trustee shall join with
ARG in the execution of any Series Supplement authorized or permitted by the
terms of this Indenture and shall make any further appropriate agreements and
stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into such Series Supplement which affects its own rights,
duties or immunities under this Indenture or otherwise.


 


Section 12.2.          With
Consent of the Noteholders.


 


Except as provided in Sections
9.4 and 12.1:


 


(a)           Except as otherwise provided in Section
12.2(f), this Base Indenture and any Series Supplement (unless otherwise
provided in the Series Supplement) may from time to time be amended, modified,
or waived, if the amendment, modification, or waiver is in writing and
consented to in writing by ARG, the Trustee, any applicable Enhancement
Provider, and the Required Noteholders of each Outstanding Series of Notes.
However, if the amendment, modification, or waiver of or to this Base Indenture
or the Series Supplement with respect to a Series of Notes does not adversely
affect in any material respect the Noteholders of a particular Series of Notes
(as evidenced by an Opinion of Counsel to that effect), then the consent of the
Noteholders of that Series shall not be required to consent to the amendment,
modification, or waiver. Any amendment to this Base Indenture shall be subject
to satisfaction of the Rating Agency Confirmation Condition with respect to
each Outstanding Series of Notes.


 


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(b)           Any Related Document to which ARG is
a party may from time to time be amended, modified or waived, if the amendment,
modification or waiver is in writing and consented to in writing by ARG, the
Trustee, any applicable Enhancement Provider and the Required Noteholders of
each Outstanding Series of Notes and the Rating Agency Confirmation Condition
is satisfied with respect to each Series of Notes. However, (i) if the
amendment, modification or waiver of or to any Related Document does not
adversely affect in any material respect the Noteholders of a particular Series
of Notes (as evidenced by an Opinion of Counsel to that effect), then the
consent of the Noteholders of that Series shall not be required to effect such
amendment, modification or waiver and (ii) no consent of any Noteholders shall
be required in connection with any amendment, modification or waiver of or to
any Related Document if such amendment, modification or waiver does not
adversely affect in any material respect the Noteholders of any Series of Notes
(as evidenced by an Opinion of Counsel to that effect).


 


(c)           No amendment, modification or waiver
of or to any Related Documents related solely to a particular Series of Notes
by Noteholders of such Series of Notes shall be deemed to have an adverse
affect in any material respect on any Noteholder of any other Outstanding
Series of Notes (and no Opinion of Counsel to that effect shall be required)
unless the amendment, modification or waiver affects the timing and/or amounts
of allocations to be made to any Series of Notes as to which 100% of the
Noteholders of that Series of Notes have not consented to the amendment,
modification or waiver.


 


(d)           ARG will not give any approval, consent or permission
provided for in any Leasing Company Related Document without the consent of
100% of the Group I Noteholders to the extent the related Leasing Company
Related Document requires the approval, consent or permission of 100% of the
holders of the Leasing Company Notes. ARG will not give any approval, consent
or permission provided for in any Leasing Company Related Document without the
consent of the Requisite Investors of the Group I Notes, except as permitted in
Section 3.2(a). ARG will take the action under Section 9.6(a), (b), (c),
or (d) of any Leasing Company Indenture at the direction of the Required
Noteholders of any Outstanding Series of Notes. Notwithstanding anything
herein, the Issuer shall have the right to consent to the sale or pledge by a
Leasing Company or the Intermediary of any Vehicle Repurchase Rights under Section
3.6 of the related Leasing Company Indentures without the consent of any
Group I Noteholders, except in the limited circumstances set forth in Section
13.21 hereof.


 


(e)           ARG will not consent to the issuance of any series of
notes by a Leasing Company under its Leasing Company Indenture which is secured
by the same pool of collateral as a Leasing Company Note without the prior
written consent of each Noteholder.


 


(f)            Notwithstanding the foregoing:


 


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(i)            any modification of this Section
12.2, any change in any requirement hereunder that any particular action be
taken by Noteholders holding the relevant percentage in principal amount of the
Notes or any change in the definition of the terms “Aggregate Asset Amount”,
“Group-Specific Aggregate Asset Amount”, “Invested Amount”, “Invested
Percentage”, “Manufacturer Program”, “Required Noteholders”, “Supermajority
Noteholders” or “Requisite Investors” or the applicable amount of Enhancement
or any defined term used for the purpose of any such definitions shall require
the consent of each affected Noteholder;


 


(ii)           any amendment, waiver or other
modification that would (a) extend the due date for, or reduce the amount of
any scheduled repayment or prepayment of principal of or interest on any Note
(or reduce the principal amount of or rate of interest on any Note) shall
require the consent of each affected Noteholder; (b) approve the assignment or
transfer by ARG of any of its rights or obligations hereunder or under any
other Related Document to which it is a party except pursuant to the express
terms hereof or thereof shall require the consent of each affected Noteholder;
(c) release any obligor under any Related Document to which it is a party
except pursuant to the express terms of such Related Document shall require the
consent of each affected Noteholder; (d) affect adversely the interests, rights
or obligations of any Noteholder individually in comparison to any other
Noteholder shall require the consent of such Noteholder; or (e) amend or
otherwise modify any Amortization Event shall require the consent of each
affected Noteholder; and


 


(iii)          any amendment, waiver or other
modification to Section 7.14(a) through (k) shall require the
consent of each Noteholder.


 


No failure or delay on the
part of any Noteholder or the Trustee in exercising any power or right under
this Indenture or any other Related Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude
any other or further exercise thereof or the exercise of any other power or
right.


 


Section 12.3.          Supplements.


 


Each amendment or other
modification to this Indenture or the Notes shall be set forth in a Supplement.
The initial effectiveness of each Supplement shall be subject to the
satisfaction of the Rating Agency Confirmation Condition with respect to such
Supplement. In addition to the manner provided in Sections 12.1 and 12.2,
each Series Supplement may be amended as provided in such Series Supplement.


 


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Section 12.4.          Revocation
and Effect of Consents.


 


Until an amendment or waiver
becomes effective, a consent to it by a Noteholder of a Note is a continuing
consent by the Noteholder and every subsequent Noteholder of a Note or portion
of a Note that evidences the same debt as the consenting Noteholder’s Note,
even if notation of the consent is not made on any Note. However, any such
Noteholder or subsequent Noteholder may revoke the consent as to his Note or
portion of a Note if the Trustee receives written notice of revocation before
the date the amendment or waiver becomes effective. An amendment or waiver
becomes effective in accordance with its terms and thereafter binds every
Noteholder. ARG may fix a record date for determining which Noteholders must
consent to such amendment or waiver.


 


Section 12.5.          Notation
on or Exchange of Notes.


 


The Trustee may place an
appropriate notation about an amendment or waiver on any Note thereafter
authenticated. ARG in exchange for all Notes may issue and the Trustee shall
authenticate new Notes that reflect the amendment or waiver. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment or waiver.


 


Section 12.6.          The
Trustee to Sign Amendments, etc.


 


The Trustee shall sign any
Supplement authorized pursuant to this Article 12 if the Supplement does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does have such an adverse effect, the Trustee may, but need not,
sign it. In signing any waiver, amendment or supplement, whether to this
Indenture or to any of the Related Documents the Trustee shall be entitled to
receive, if requested, an indemnity reasonably satisfactory to it and shall be
provided with and, subject to Section 10.1, shall be fully
protected in relying upon, at the election of the Trustee an Officer’s
Certificate and/or an Opinion of Counsel as conclusive evidence that such
waiver, amendment or supplement is authorized or permitted by this Indenture,
that all conditions precedent under this Indenture have been satisfied and that
the waiver, amendment or supplement will be valid and binding upon ARG in
accordance with its terms.


 


ARTICLE
13.



MISCELLANEOUS


 


Section 13.1.          Notices.


 


(a)           Any notice, instruction, direction or
communication by ARG or the Trustee to the other shall be in writing and
delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing
next day delivery, to the other’s address:


 


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If to ARG:


 


ARG Funding Corp.

6929 North Lakewood Avenue 

Suite 100, Mod 1.2 202

Tulsa, Oklahoma 74117


 


Attn:  David J. Mryglot 

Phone:  (918) 401-6471

Fax:  (918) 401-6012


 


If to the Trustee:


 


The Bank of New York

101 Barclay Street, Floor 8 West

New York, NY 10286


 


Attn:  Corporate Trust Administration – Asset Backed

Securities Unit


Phone:  (212) 815-4389

Fax:  (212) 815-2493


 


ARG
or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications; provided, however,
ARG may not at any time designate more than a total of three (3) addresses to
which notices must be sent in order to be effective.


 


Any
notice (i) given in person shall be deemed delivered on the date of delivery of
such notice, (ii) given by first class mail shall be deemed given five (5) days
after the date that such notice is mailed, (iii) delivered by telex or
telecopier shall be deemed given on the date of delivery of such notice, and
(iv) delivered by overnight air courier shall be deemed delivered one Business
Day after the date that such notice is delivered to such overnight courier.


 


Notwithstanding
any provisions of this Indenture to the contrary, the Trustee shall have no
liability based upon or arising from the failure to receive any notice required
by or relating to this Indenture or the Notes.


 


If
ARG mails a notice or communication to Noteholders, it shall mail a copy to the
Trustee at the same time.


 


(b)           Where the Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if sent in writing and mailed,
first-class postage prepaid, to each Noteholder affected by such event, at its
address as it appears in the Note Register, not later than the latest date, and
not earlier than the earliest date, 


 


85

















 


prescribed (if any) for the
giving of such notice. In any case where notice to Noteholder is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In the case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be
made that is satisfactory to the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Section 13.2.          Communication
by Noteholders With Other Noteholders.


 


Noteholders may communicate
with other Noteholders with respect to their rights under this Indenture or the
Notes.


 


Section 13.3.          Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by ARG to the Trustee to take any action under this Indenture, ARG
shall furnish to the Trustee an Officer’s Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 13.4) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with.


 


Section 13.4.          Statements
Required in Certificate.


 


Each certificate with
respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(a)           a statement that the Person giving
such certificate has read such covenant or condition;


 


(b)           a brief statement as to the nature
and scope of the examination or investigation upon which the statements
contained in such certificate are based;


 


(c)           a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


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(d)           a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.


 


Section 13.5.          Rules
by the Trustee.


 


The Trustee may make
reasonable rules for action by or at a meeting of Noteholders.


 


Section 13.6.          No
Recourse Against Others.


 


A director, Authorized
Officer, employee or stockholder of ARG, as such, shall not have any liability
for any obligations of ARG under the Notes or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation.
Each Noteholder by accepting a Note waives and releases all such liability.


 


Section 13.7.          Duplicate
Originals.


 


The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture.


 


Section 13.8.          Benefits
of Indenture.


 


Except as set forth in a
Series Supplement, nothing in this Indenture or in the Notes, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under the Indenture.


 


Section 13.9.          Payment
on Business Day.


 


In any case where any
payment date, redemption date or maturity date of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture)
payment of interest or principal (and premium, if any), as the case may be,
need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the payment date, redemption
date, or maturity date; provided, however, that no interest shall
accrue for the period from and after such payment date, redemption date, or
maturity date, as the case may be.


 


Section 13.10.        Governing
Law.


 


The laws of the State of New
York shall govern and be used to construe this Indenture, the Notes and all
matters arising out of or in any manner relating to this Indenture and the
Notes and the rights and duties of ARG, the Trustee, Registrar, Paying Agent,
Noteholders and Note Owners.


 


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Section 13.11.        Successors.


 


All agreements of ARG in
this Indenture and the Notes shall bind its successor; provided, however,
ARG may not assign its obligations or rights under this Indenture or any
Related Document. All agreements of the Trustee in this Indenture shall bind
its successor.


 


Section 13.12.        Severability.


 


In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. If any provision of this Indenture
shall be, or shall be deemed to be, illegal, invalid or unenforceable under the
applicable laws and regulations of one jurisdiction, such provision shall not
solely thereby be rendered illegal, invalid or unenforceable in any other
jurisdiction.


 


Section 13.13.        Counterpart
Originals.


 


The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.


 


Section 13.14.        Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table, and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


 


Section 13.15.        Termination;
Collateral.


 


This Indenture, and any
grants, pledges and assignments hereunder, shall become effective concurrently
with the issuance of the first Series of Notes and shall terminate when (a) all
ARG Obligations shall have been fully paid and satisfied, (b) the obligations
of each Enhancement Provider under any Enhancement and related documents have
terminated, and (c) any Enhancement shall have terminated, at which time the
Trustee, at the request of ARG and upon receipt of an Officer’s Certificate
from ARG to the effect that the conditions in clauses (a), (b)
and (c) above have been complied with and upon receipt of a certificate
from the Trustee and each Enhancement Provider to the effect that the
conditions in clauses (a), (b) and (c) above relating to
ARG Obligations to the Noteholders and each Enhancement Provider have been
complied with, shall reassign (without recourse upon, or any warranty
whatsoever by, the Trustee) and deliver all Collateral and documents then in
the custody or possession of the Trustee promptly to ARG.


 


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ARG and the Secured Parties
hereby agree that, if any funds remain on deposit in the Collection Account
after the termination of this Indenture, such amounts shall be released by the
Trustee and paid to ARG.


 


ARG and the Group-Specific
Secured Parties hereby agree that, if any funds remain on deposit in the
related Group-Specific Collection Account after the termination of this
Indenture, such amounts shall be released by the Trustee and paid to ARG.


 


Section 13.16.        No
Bankruptcy Petition Against ARG or the Intermediary.


 


Each of the Secured Parties,
Group-Specific Secured Parties and the Trustee hereby covenants and agrees
that, prior to the date which is one year and one day after the payment in full
of the latest maturing Note, it will not institute against, or join with any
other Person in instituting against, ARG or the Intermediary any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any Federal or state bankruptcy or similar law; provided,
however, that nothing in this Section 13.16 shall constitute a
waiver of any right to indemnification, reimbursement or other payment from ARG
or the Intermediary pursuant to this Indenture. In the event that any such
Secured Party, Group-Specific Secured Party or the Trustee takes action in
violation of this Section 13.16, ARG or the Intermediary, as applicable
shall file an answer with the bankruptcy court or otherwise properly contesting
the filing of such a petition by any such Secured Party, Group-Specific Secured
Party or the Trustee against ARG or the Intermediary or the commencement of
such action and raising the defense that such Secured Party, Group-Specific
Secured Party or the Trustee 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 13.16
shall survive the termination of this Indenture, and the resignation or removal
of the Trustee. Nothing contained herein shall preclude participation by any
Secured Party, Group-Specific Secured Party or the Trustee in the assertion or
defense of its claims in any such proceeding involving ARG or the Intermediary.


 


Section 13.17.        No
Recourse.


 


The obligations of ARG under
this Indenture are solely the obligations of ARG. The Group I Notes and the payment
of any fees, expenses or costs payable by ARG hereunder shall be non-recourse
obligations of ARG and shall be limited in right of payment to amounts
available from the Collateral as provided in this Base Indenture and ARG shall
not otherwise be liable for payments on the Group I Notes. No recourse shall be
had for the payment of any amount owing in respect of any fee hereunder or any
other obligation or claim arising out of or based upon this Indenture against
any stockholder, employee, officer, director or incorporator of ARG. Fees,
expenses or costs payable by ARG hereunder shall be payable by ARG to the
extent and only to the extent that ARG is reimbursed therefor pursuant to the
Leasing Company Indentures, the Leasing Company Group I Supplements or the
Related Documents, or funds are then available or thereafter 


 


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become available for such purpose pursuant to Article 5. Nothing
in this Section 13.17 shall be construed to limit the Trustee from exercising
its rights hereunder with respect to the Collateral.


 


Section 13.18.        Waiver
of Set-Off.


 


The Trustee waives any right
to, and agrees not to, set-off or appropriate and apply, any and all deposits
and any other indebtedness at any time held or owing thereby to or for the
credit or the account of ARG, against or on account of any obligation or
liability of ARG to the Trustee; provided that such waiver and agreement
shall only be effective until one year and one day after the latest maturing
Note is paid in full.


 


Section 13.19.        Certain
Reports to the Trustee.


 


The Trustee, unless
otherwise provided in a Series Supplement, shall not make available to any
Noteholder any of the reports, certificates and notices listed in Exhibit D to
the extent delivered to Trustee under the Master Collateral Agency Agreement or
under the Disposition Agent Agreement.


 


Section 13.20.        Disposition
Agent Agreement.


 


(a)           Each of the Group I Noteholders
hereby agrees that the Trustee shall act as a Beneficiary on behalf of such Group
I Noteholders under the Master Collateral Agency Agreement and as the Specified
Beneficiary on behalf of such Group I Noteholders under the Disposition Agent
Agreement, and each such Group I Noteholder hereby directs that the Trustee
execute on its behalf a Financing Source and Beneficiary Supplement to the
Master Collateral Agency Agreement and a Specified Financing Source and
Beneficiary Supplement to the Disposition Agent Agreement. Unless otherwise
specified herein, all actions to be taken by, or consents to be given by, the
Trustee under the Master Collateral Agency Agreement and Disposition Agent
Agreement shall be undertaken by the Trustee at the direction the Requisite
Investors with respect to the Group I Notes. Except as permitted by Section
13.20(c), any amendment of the Disposition Agent Agreement shall be subject
to the satisfaction of the Rating Agency Confirmation Condition in respect of
each Outstanding Series of Group I Notes with respect to such amendment. Except
as permitted by Sections 13.20(c) and 13.20(d), the Trustee, as a
Specified Beneficiary under the Disposition Agent Agreement, shall not at the
direction of the Requisite Investors consent to or select any successor
Disposition Agent or consent to any alternative arrangement in lieu of
appointing a successor Disposition Agent following the resignation, removal or
termination of the Disposition Agent prior to (i) satisfaction of the Rating
Agency Confirmation Condition in respect of each Outstanding Series of Group I
Notes with respect to such termination and (ii) receipt of any consents
required in each Group I Supplement.


 


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(b)           If and whenever an ARG Liquidation
Event shall have occurred with respect to any Series of Group I Notes
Outstanding, which has not been waived, the Requisite Investors (in the case of
an ARG Liquidation Event with respect to all Series of Group I Notes) or the
Noteholders holding in excess of 50% of the aggregate Invested Amount of all
Series of Group I Notes with respect to which such ARG Liquidation Event has
occurred (excluding any Group I Notes held by ARG or any Affiliate of ARG
(other than an Affiliate Issuer)) (in the case of an ARG Liquidation Event with
respect to less than all Series of Group I Notes) may direct the Trustee, as a
Specified Beneficiary under the Disposition Agent Agreement, to, and the
Trustee upon receipt of such direction shall, instruct the Disposition Agent to
delegate one or more of the duties of the Disposition Agent, as such duties
relate to such Specified Beneficiary’s Related Master Collateral, to one or
more designees or agents specified by the Requisite Investors or such
Noteholders, as the case may be. In connection with any such delegation, the
Servicer shall provide such designees or agents any or all of the information
which is required to be provided to the Disposition Agent by the Servicer, as
Master Servicer under the Disposition Agent Agreement (or, if the Disposition
Agent Agreement has been terminated, that would have been required to be
provided had it not been terminated), upon the request of such designees or
agents or the Trustee, as a Specified Beneficiary under the Disposition Agent
Agreement.


 


(c)           If and whenever (x) an ARG
Liquidation Event shall have occurred with respect to a Series of Group I Notes
Outstanding, which has not been waived and (y) an event described in clauses
(i), (ii), (iii) or (iv) of Section 4.04(e) of the
Disposition Agent Agreement shall have occurred, then the Requisite Investors
(in the case of an ARG Liquidation Event with respect to all Series of Group I
Notes) or the Noteholders holding in excess of 50% of the aggregate Invested
Amount of all Series of Group I Notes with respect to which such ARG
Liquidation Event has occurred (excluding any Group I Notes held by ARG or any
Affiliate of ARG (other than an Affiliate Issuer)) (in the case of an ARG
Liquidation Event with respect to less than all Series of Group I Notes) may
direct the Trustee to exercise any and/or all of its rights, remedies, powers,
privileges and claims under this Indenture or any Related Document, including
but not limited to terminating the Disposition Agent with respect to such
Specified Beneficiary’s Related Master Collateral and appointing other agents
to perform any of the duties of the Disposition Agent. In connection with any
such removal, the Servicer, as Master Servicer under the Disposition Agent
Agreement, shall endeavor to identify a replacement entity to perform the
duties of the Disposition Agent under the Disposition Agent Agreement with
respect to such Specified Beneficiary’s Related Master Collateral; provided,
however, that the failure to identify such an entity shall not preclude
the termination of the Disposition Agent by the Trustee, as the Specified
Beneficiary under the Disposition Agent Agreement, acting upon any such
direction. In connection with any such termination or appointment, the Servicer
shall provide such agents any or all of 


 


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the information which is
required to be provided to the Disposition Agent by the Servicer, as Master
Servicer under the Disposition Agent Agreement (or, if the Disposition Agent
Agreement has been terminated, that would have been required to be provided had
it not been terminated), upon the request of such agents or the Trustee, as a
Specified Beneficiary under the Disposition Agent Agreement.


 


(d)           At any time, the Requisite Investors
with respect to the Group I Notes may direct the Trustee to appoint one or more
agents to duplicate or supplement any and/or all of the duties or obligations
of the Disposition Agent with respect to the Related Master Collateral of such
Specified Beneficiary; provided that no such agent shall be permitted to
perform any duties or obligations of the Disposition Agent under the
Disposition Agent Agreement which arise upon the occurrence of an ARG
Liquidation Event, unless such agent shall have been appointed pursuant to Section
13.20(c), or such duties shall have been delegated to it pursuant to Section
13.20(b); provided that prior to the occurrence of an ARG
Liquidation Event all costs, fees and expenses associated with the hiring of,
and performance by, any such agent appointed under this Section 13.20(d)
shall be borne exclusively by the Requisite Investors making such direction,
and thereafter shall be paid by the Grantors, as provided in the Disposition
Agent Agreement. In connection with the appointment of any such duplicate or
supplemental agent, the Servicer shall provide such agent any or all of the
information required to be provided by the Servicer, as Master Servicer under
the Disposition Agent Agreement, upon the request of such agent or the Trustee,
as a Specified Beneficiary under the Disposition Agent Agreement.


 


(e)           In addition to the right to terminate
the Disposition Agent referred to in Section 13.20(c), at any time, the
Requisite Investors with respect to the Group I Notes may direct the Trustee,
as a Specified Beneficiary under the Disposition Agent Agreement to terminate
the Disposition Agent under the Disposition Agent Agreement with respect to the
Related Master Collateral with respect to such Specified Beneficiary, with or
without cause, provided that in connection with any such direction to
terminate either (i) (A) a successor Disposition Agent that is acceptable to
the Requisite Investors with respect to the Group I Notes is appointed by the
Servicer to serve under the Disposition Agent Agreement or another agreement
under which such successor Disposition Agent has agreed to perform the duties
of the Disposition Agent set forth in the Disposition Agent Agreement and (B)
the Rating Agency Confirmation Condition shall have been satisfied in respect
of each Outstanding Series of Group I Notes with respect to such successor
Disposition Agent and, if applicable, any related agreement or other
arrangement or (ii) all of the conditions to such termination set forth in each
Series Supplement shall have been satisfied. Any costs, fees and expenses
associated with the termination of the Disposition Agent upon direction of the
Requisite Investors with respect to the Group I Notes pursuant to this Section
13.20(e), which are payable in respect of hiring of, and during the two
years following the date hereof, the performance by, the successor Disposition 


 


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Agent appointed as a result
of such termination shall be borne exclusively by the Requisite Investors
making such direction, and after the second anniversary hereof shall be payable
by the Grantors, as provided in the Disposition Agent Agreement.


 


Section 13.21.        Consents
to Sale or Pledge of Vehicle Repurchase Rights.


 


Neither the Issuer nor the
Trustee shall consent to a Leasing Company selling or pledging or consenting to
or directing the Intermediary to sell or pledge any Vehicle Repurchase Rights
pursuant to Section 3.6 of each of the Leasing Company Indentures if (w) any of
the conditions precedent to such sale or pledge set forth in the Leasing
Company Indentures have not been satisfied, (x) any of the Manufacturer
Receivables comprising such Vehicle Repurchase Rights are more than 60 days
past due and the Servicer is unable to track the ultimate payment of such
Manufacturer Receivables, (y) a Lease Event of Default pursuant to Section 17
of the applicable Lease to the extent caused by Vanguard in its capacity as a
Lessee or the Servicer has occurred and is continuing or (z) an Enhancement
Deficiency or Aggregate Asset Amount Deficiency (as defined in each Group I
Series Supplement) exists or would result from such sale or pledge and, if an
Enhancement Deficiency or Aggregate Asset Amount Deficiency (as defined in each
Group I Series Supplement) exists, such sale or pledge would result in such
Enhancement Deficiency or Aggregate Asset Amount Deficiency (as defined in each
Group I Series Supplement) worsening, unless, if any of the conditions
described in clauses (w), (x), (y) or (z) exist, the Rating Agency Confirmation
and Consent Condition has been satisfied with respect to such sale or pledge.


 


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IN WITNESS WHEREOF, the
Trustee and ARG have caused this Base Indenture to be duly executed by their
respective duly authorized officers as of the day and year first written above.


 


	
   

  	
  ARG FUNDING CORP.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jill A
  Gordon

  
	
   

  	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/John Bobko

  
	
   

  	
   

  	
  Name: John Bobko

  
	
   

  	
   

  	
  Title: Vice President