EXHIBIT 4.10

EXECUTION COPY


EIGHTH AMENDED AND
RESTATED

MASTER COLLATERAL AGENCY AGREEMENT


among


VANGUARD CAR RENTAL USA INC., 

as Master Servicer and as a grantor,


NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP,

as a grantor,


ALAMO FINANCING L.P.,

as a grantor,


CITIBANK, N.A.

not in its individual capacity but solely

as Master Collateral Agent,


VARIOUS FINANCING SOURCES PARTIES HERETO


and


VARIOUS BENEFICIARIES PARTIES HERETO


Dated as of April
13, 2006


 


 


 

















TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  CERTAIN
  DEFINITIONS

  	
  3

  
	
  SECTION 1.1

  	
  Certain
  Definitions

  	
  3

  
	
  SECTION 1.2

  	
  Interpretation
  and Construction

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  MASTER
  COLLATERAL AGENT AS LIENHOLDER FOR THE BENEFICIARIES

  	
  20

  
	
  SECTION 2.1

  	
  Security
  Interest

  	
  20

  
	
  SECTION 2.2

  	
  Designation of
  Beneficiaries

  	
  26

  
	
  SECTION 2.3

  	
  Redesignation of
  Beneficiaries

  	
  29

  
	
  SECTION 2.4

  	
  Master
  Servicer’s Reports

  	
  31

  
	
  SECTION 2.5

  	
  Master
  Collateral Accounts

  	
  32

  
	
  SECTION 2.6

  	
  Certificates of
  Title

  	
  37

  
	
  SECTION 2.7

  	
  Release of
  Collateral

  	
  39

  
	
  SECTION 2.8

  	
  Power of
  Attorney

  	
  41

  
	
  SECTION 2.9

  	
  Notice of
  Liquidation Event of Default and Limited Liquidation Event of Default

  	
  41

  
	
  SECTION 2.10

  	
  Additional
  Reports

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE MASTER
  SERVICER

  	
  42

  
	
  SECTION 3.1

  	
  Acceptance of
  Appointment

  	
  42

  
	
  SECTION 3.2

  	
  Master Servicer
  Functions

  	
  42

  
	
  SECTION 3.3

  	
  The Master
  Servicer Not to Resign

  	
  44

  
	
  SECTION 3.4

  	
  Servicing Rights
  of Master Collateral Agent.

  	
  44

  
	
  SECTION 3.5

  	
  Incumbency
  Certificate

  	
  44

  
	
  SECTION 3.6

  	
  Sub-Servicers

  	
  45

  
	
  SECTION 3.7

  	
  Coding
  Procedures Certificate

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  THE MASTER
  COLLATERAL AGENT

  	
  46

  
	
  SECTION 4.1

  	
  Appointment

  	
  46

  
	
  SECTION 4.2

  	
  Representations

  	
  49

  
	
  SECTION 4.3

  	
  Exculpatory
  Provisions

  	
  49

  
	
  SECTION 4.4

  	
  Limitations on
  Duties of the Master Collateral Agent

  	
  50

  
	
  SECTION 4.5

  	
  Resignation and
  Removal of Master Collateral Agent

  	
  53

  



 


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  SECTION 4.6

  	
  Qualification of
  Successors to Master Collateral Agent

  	
  54

  
	
  SECTION 4.7

  	
  Merger of the
  Master Collateral Agent

  	
  55

  
	
  SECTION 4.8

  	
  Compensation and
  Expenses

  	
  55

  
	
  SECTION 4.9

  	
  Stamp, Other
  Similar Taxes and Filing Fees

  	
  55

  
	
  SECTION 4.10

  	
  Indemnification

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  MISCELLANEOUS

  	
  56

  
	
  SECTION 5.1

  	
  Amendments,
  Supplements and Waivers

  	
  56

  
	
  SECTION 5.2

  	
  Notices

  	
  58

  
	
  SECTION 5.3

  	
  Headings

  	
  58

  
	
  SECTION 5.4

  	
  Severability

  	
  58

  
	
  SECTION 5.5

  	
  Counterparts

  	
  58

  
	
  SECTION 5.6

  	
  Conflicts with
  Financing Documents; Reservation of Rights

  	
  59

  
	
  SECTION 5.7

  	
  Binding Effect

  	
  59

  
	
  SECTION 5.8

  	
  Governing Law

  	
  59

  
	
  SECTION 5.9

  	
  Effectiveness

  	
  59

  
	
  SECTION 5.10

  	
  Termination of
  Beneficiary

  	
  59

  
	
  SECTION 5.11

  	
  Termination of
  this Agreement

  	
  59

  
	
  SECTION 5.12

  	
  Assignment by
  Financing Sources; Exercise of Rights by Third Parties

  	
  60

  
	
  SECTION 5.13

  	
  No Bankruptcy
  Petition Against Lessor Grantors or Intermediary

  	
  60

  
	
  SECTION 5.14

  	
  Jurisdiction;
  Consent to Service of Process

  	
  60

  
	
  SECTION 5.15

  	
  Waiver of Jury
  Trial

  	
  61

  
	
  SECTION 5.16

  	
  Insurance
  Notification

  	
  62

  
	
  SECTION 5.17

  	
  Waiver of
  Set-Off With Respect to the Lessor Grantors, the Lessee Grantors and Vanguard

  	
  62

  
	
  SECTION 5.18

  	
  Confidentiality

  	
  62

  
	
  SECTION 5.19

  	
  No Recourse

  	
  63

  
	
  SECTION 5.20

  	
  Waiver of
  Set-off

  	
  63

  



 


 


 


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EXHIBITS


	
  Exhibit A-1

  	
   

  	
  Financing Source and Beneficiary Supplement

  
	
  Exhibit A-2

  	
   

  	
  Beneficiary Supplement

  
	
  Exhibit B

  	
   

  	
  Grantor
  Supplement

  
	
  Exhibit C

  	
   

  	
  Master
  Servicer’s Fleet Report

  
	
  Exhibit D

  	
   

  	
  Certificate of
  Title Locations

  
	
  Exhibit E

  	
   

  	
  Power of
  Attorney

  
	
  Exhibit F

  	
   

  	
  List of Joint
  Master Collateral Account Numbers

  
	
  Exhibit G

  	
   

  	
  Post Office Box
  Service Description

  
	
  Exhibit H

  	
   

  	
  Master Servicer’s
  Weekly VIN Report

  
	
  Exhibit I

  	
   

  	
  Form of Termination of
  Power of Attorney

  
	
  Exhibit J

  	
   

  	
  Coding Procedures

  
	
  Exhibit K

  	
   

  	
  Form of Revocation of
  Title Custody

  
	
  Exhibit L

  	
   

  	
  Form of Termination of
  Power of Attorney by Master Collateral Agent

  



 


 


 


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EIGHTH AMENDED AND RESTATED


MASTER COLLATERAL AGENCY AGREEMENT


THIS EIGHTH
AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT, dated as of April 13, 2006 (as the same may be further amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms hereof, this “Agreement”), among VANGUARD CAR RENTAL USA
INC., a Delaware corporation (“Vanguard”), as Master Servicer (in such
capacity, the “Master Servicer”), NATIONAL CAR RENTAL FINANCING LIMITED
PARTNERSHIP, a Delaware limited partnership (“NFLP”), as a grantor,
ALAMO FINANCING L.P., a Delaware limited partnership (“Alamo Leasing”),
as a grantor, such other grantors as are added as grantors and identified as “Lessor
Grantors” pursuant to a Grantor Supplement substantially in the form of Exhibit
B hereto (such additional grantors, together with NFLP and Alamo Leasing,
the “Lessor Grantors”),  VANGUARD,
as a grantor, such other grantors as are added as grantors and identified as “Lessee
Grantors” pursuant to a Grantor Supplement substantially in the form of Exhibit
B hereto (such additional grantors, together with Vanguard, the “Lessee
Grantors”), CITIBANK, N.A., a national banking association, not in its
individual capacity but solely as master collateral agent for the Beneficiaries
referred to below (in such capacity, the “Master Collateral Agent”), any
other party which from time to time executes a Financing Source and Beneficiary
Supplement substantially in the form of Exhibit A-1 hereto as a
Financing Source, any other party which from time to time executes a Financing
Source and Beneficiary Supplement substantially in the form of Exhibit A-1
hereto as a Beneficiary, and any other party which from time to time executes a
Beneficiary Supplement substantially in the form of Exhibit A-2 hereto
as a Beneficiary (amending and restating the Seventh Amended and Restated
Master Collateral Agency Agreement, dated as of March 4, 2005, as supplemented
by the Financing Source and Beneficiary Supplements thereto (the “Seventh
Amended and Restated Agreement”), such Seventh Amended and Restated
Agreement having previously amended and restated the Sixth Amended and Restated
Master Collateral Agency Agreement, dated as of October 14, 2003, as
supplemented by the Financing Source and Beneficiary Supplements thereto (the “Sixth
Amended and Restated Agreement”), such Sixth Amended and Restated Agreement
having previously amended and restated the Fifth Amended and Restated Master
Collateral Agency Agreement, dated as of June 11, 2002, as supplemented by the
Financing Source and Beneficiary Supplements thereto (the “Fifth Amended and
Restated Agreement”), such Fifth Amended and Restated Agreement having
previously amended and restated the Fourth Amended and Restated Master
Collateral Agency Agreement, dated as of June 30, 2000, as supplemented by the
Financing Source and Beneficiary Supplements thereto, (the “Fourth Amended
and Restated Agreement”), such Fourth Amended and Restated Agreement having
previously amended and restated the Third Amended and Restated Master
Collateral Agency Agreement, dated as of February 26, 1999, as supplemented by
the Financing Source and Beneficiary Supplements thereto (the “Third Amended
and Restated Agreement”), such Third Amended and Restated Agreement having
previously amended and restated the 


 

















Second Amended and Restated Master Collateral Agency Agreement, dated
as of October 29, 1997, as supplemented by the Financing Source and Beneficiary
Supplements thereto (the “Second Amended and Restated Agreement”), such
Second Amended and Restated Agreement having previously amended and restated
the Amended and Restated Master Collateral Agency Agreement, dated as of April
30, 1996, as supplemented by the Financing Source and Beneficiary Supplements
thereto, and supplemented and amended by the Supplement and Amendment to the
Amended and Restated Master Collateral Agency Agreement, dated as of
December  20, 1996 (the “Original
Amended and Restated Agreement”), in each case among the Master Servicer,
the Lessor Grantors, the Lessee Grantors, the Master Collateral Agent, each
Financing Source, each Beneficiary and the other parties thereto.)


BACKGROUND


1.             The parties to the Seventh Amended
and Restated Agreement desire to amend and restate the Sixth Amended and
Restated Agreement in its entirety.


2.             Each of the Lessee Grantors will
from time to time hereafter acquire, and now lease and will hereafter lease,
certain Vehicles for use in its respective daily domestic rental
operations.  Each of the Lessor Grantors
now own and will from time to time acquire, and lease to one or more of the
Lessee Grantors, certain Vehicles for use in their respective daily domestic
rental operations.


3.             Pursuant to the Financing Documents
executed, or to be executed, by the Lessor Grantors, (i) each of the Lessor
Grantors may from time to time extend financing to one or more of the Lessee
Grantors secured by, among other things, certain Vehicles and related rights
and (ii) from time to time any Lessor Grantor may assign to the applicable
Beneficiary, additional rights of such Lessor Grantor and obligations of the
applicable Lessee Grantors under additional Financing Documents.


4.             Pursuant to the Financing Documents
executed, or to be executed, by the Lessor Grantors, (i) each of the Lessor
Grantors may from time to time acquire Vehicles and lease such Vehicles to one
or more of the Lessee Grantors, and (ii) each of the Lessor Grantors is
granting a security interest in the Vehicles acquired by it and related
security to the Master Collateral Agent hereunder for the benefit of the
applicable Beneficiary.


5.             Each of the Lessee Grantors and the
Lessor Grantors may from time to time obtain financing with respect to Vehicles and related
security owned by it
or obtain credit enhancement to support such financing from other Persons
(which Persons providing financing to any of the Lessee Grantors may include
any of the Lessor Grantors) which are or shall hereafter become parties hereto
as Financing Sources or shall hereafter be named as Beneficiaries with respect
to a Financing Source and each Lessee Grantor and Lessor Grantor is granting a
security interest in the Vehicles and related security owned by it to which
such financing relates to the Master Collateral Agent hereunder for the benefit
of the applicable Beneficiary.


 


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6.             Each of the Lessee Grantors and the
Lessor Grantors (or in the case of Alamo Leasing, the Intermediary on behalf of
Alamo Leasing) may from time to time obtain financing with respect to manufacturer
receivables and related rights owned by it or obtain credit enhancement to
support such financing from other Persons which are or shall hereafter become
parties hereto as Financing Sources or shall hereafter be named as
Beneficiaries with respect to a Financing Source, and following such pledge,
the Master Collateral Agent has agreed to hold the proceeds of any such manufacturer
receivables and related rights for the benefit of such Beneficiary pending
instructions for distribution of such proceeds to such Beneficiary.


7.             Each of the Lessee Grantors and the
Lessor Grantors (or in the case of Alamo Leasing, the Intermediary on behalf of
Alamo Leasing) may from time to time sell manufacturer receivables and related
rights to other Persons which are or shall hereafter become parties hereto as Receivables
Purchaser Beneficiaries, and following such sale, the Master Collateral Agent
has agreed to hold the proceeds of any such manufacturer receivables and
related rights for the benefit of such Receivables Purchaser Beneficiary
pending instructions for distribution of such proceeds to such Receivables
Purchaser Beneficiary.


8.             Citibank, N.A., has agreed to act
as Master Collateral Agent, and in its capacity as Master Collateral Agent to
be named as the lienholder on the Certificates of Title for the Vehicles for
the benefit of the Beneficiaries from time to time.


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as
follows:


ARTICLE
I



CERTAIN DEFINITIONS


SECTION 1.1                 Certain Definitions.  As used in
this Agreement, capitalized terms have the respective meanings set forth below
or set forth in another section hereof or in any other agreement as
indicated.  Capitalized terms not
otherwise defined herein (i) if defined in the Lessor Grantor Base Indenture
pursuant to which a Series of Notes shall have been issued, shall (except as
otherwise provided in clause (ii) below), with respect to such Series of
Notes, have the meanings assigned to such terms in the Definitions List
attached as Schedule 1 to such Lessor Grantor Base Indenture, as such Lessor
Grantor Base Indenture or Schedule 1 may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms of such
Lessor Grantor Base Indenture, (ii) if defined in the Series Supplement
pursuant to which a Series of Notes shall have been issued, shall, with respect
to such Series of Notes, have the meaning specified in such Series Supplement,
as such Series Supplement may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms of such Lessor Grantor
Base Indenture and such Series Supplement, or 


 


3

















(iii) if not
defined in any Lessor Grantor Base Indenture or Series Supplement, shall, with
respect to any Financing Source, have the meaning assigned to such term in the
Financing Documents for such Financing Source.


“Aggregate
Asset Amount” with respect to any Financing Source, shall have the meaning,
if any, specified in the Financing Documents of such Financing Source.


“Agreement”
has the meaning set forth in the preamble hereto.


“Alamo Leasing”
means Alamo Financing L.P., a Delaware limited partnership, and its successors
and assigns in accordance with the terms hereof.


“Amortization
Event” with respect to any applicable Financing Source, shall have the
meaning, if any, specified in the Financing Documents of such Financing Source.


“Asset Amount
Deficiency” with respect to any applicable Financing Source, shall have the
meaning, if any, specified in the Financing Documents of such Financing Source.


“Assignment
Agreement” means each agreement with respect to each Manufacturer and its
Manufacturer Program, entered into or to be entered into among a Lessor Grantor
and/or a Lessee Grantor, as assignor, and the Master Collateral Agent, as
assignee, and acknowledged by such Manufacturer, assigning to the Master
Collateral Agent certain of such Lessor Grantor’s and/or such Lessee Grantor’s
right, title and interest in such Manufacturer Program as it relates to
Vehicles purchased from such Manufacturer or from such Manufacturer’s dealers; provided
that such agreement shall specify a Master Collateral Account (and wire
instructions therefor) into which the applicable Manufacturer shall agree to
deposit all amounts owing under its Manufacturer Program (other than Excluded
Payments).


“Authorized
Agents” has the meaning set forth on Section 3.5.


“Authorized
Employee” has the meaning set forth in Section 2.5(c).


“Bankruptcy
Code” means The Bankruptcy Reform Act of 1978, as amended from time to
time, and as codified as 11 U.S.C. Section 101 et seq.


“Beneficiary”
means each person or entity that either (i) has advanced, or that acts for the
benefit of entities that have advanced, funds to a Financing Source to be used
by such Financing Source to fund advances to a Lessee Grantor or a Lessor
Grantor (or in the case of Alamo Leasing, the Intermediary on behalf of Alamo
Leasing) for the purpose of purchasing, financing or refinancing Vehicles or financing
or refinancing Manufacturer Receivables and related security and (a) has been
designated as a Beneficiary pursuant to a Financing Source and Beneficiary
Supplement substantially in 


 


4

















the form of Exhibit A-1 hereto or (b) if no Beneficiary is designated
pursuant to such Financing Source and Beneficiary Supplement, the Financing
Source designated in such Financing Source and Beneficiary Supplement or (ii)
is a Receivables Purchaser Beneficiary; provided that for the avoidance
of doubt, each QI Beneficiary and Receivables Pledgee Beneficiary shall
constitute a Beneficiary for all purposes hereunder.


“Beneficiary
Supplement” means a supplement to this Agreement, substantially in the form
of Exhibit A-2 hereto.


“Beneficiary
Agent” means any agent or designee specified by a Beneficiary and appointed
as permitted or described in Section 4.1(h) or as otherwise provided for
in this Agreement.


“Business Day”
means any day that is not (i) a Saturday or Sunday, or (ii) any other day on
which banks are authorized or obligated by law or executive order to close in
New York City, New York, or the city in which the Corporate Trust Office is
located, or (iii) in connection with any Financing Document, any other day not
designated as a “Business Day” in such Financing Document.


“Capitalized
Cost” with respect to a Vehicle, shall have the meaning specified in the Financing
Documents of the related Financing Source.


“Certificate of
Title” means, with respect to each Vehicle, the certificate of title
applicable to such Vehicle duly issued in accordance with the certificate of
title act or statute of the jurisdiction applicable to such Vehicle.


“Closing Date”
with respect to the Financing Documents of any applicable Financing Source,
shall have the meaning specified in such Financing Documents.


“Coding
Procedures Certificate” has the meaning set forth in Section 3.7.


“Corporate
Trust Office” means the principal corporate trust office of the Master
Collateral Agent, located at 388 Greenwich Street, 14th Floor, New York, New
York 10013 Attention:  Agency and Trust
Department, or at such other address as the Master Collateral Agent may
designate from time to time by notice to Vanguard.


“Custody Agreement” has the meaning set forth in Section 3.6.


“Custody
Revocation Trigger Event” with respect to any applicable Financing Source,
shall have the meaning, if any, specified in the Financing Documents of such
Financing Source.


“Default”
means any event of default or amortization event or any default, event, act or
condition which, with the lapse of time or notice or both, would become an
event of default or amortization event (other than any scheduled amortization
event) under any of the Financing Documents.


 


5

















 


“Depreciation
Charge” with respect to any Vehicle which is a Related Vehicle of a
Beneficiary, shall have the meaning specified in the Financing Documents
related to such Beneficiary; and if Depreciation Charge is not defined in such
Financing Documents, “Depreciation Charge” means, (a) with respect to any
Vehicle covered by a Manufacturer Program, the scheduled daily depreciation
charge set forth by the Manufacturer in its Manufacturer Program with respect
to such Vehicle calculated as set forth in such Manufacturer Program and (b)
with respect to any Vehicle not covered by a Manufacturer Program, the
scheduled daily depreciation charge for such Vehicle set forth by the Master
Servicer in the schedule of estimated daily depreciation prepared by the Master
Servicer for such Vehicle.


“Designated
Vehicle” means a Vehicle owned by a Lessor Grantor or a Lessee Grantor with
respect to which the Master Servicer, such Lessee Grantor or Lessor Grantor has
notified the Master Collateral Agent in writing that such Vehicle has been
designated to be exchanged for one or more Replacement Vehicles or released for
exchange pursuant to an Exchange Agreement.


“Designation
Report” means, as of any date, the most recent to be delivered to the
Master Collateral Agent of the most recent Weekly VIN Report or the most recent
Fleet Report; provided that the Designation Report shall be modified by
each Redesignation Report and Reassignment Report delivered to the Master
Collateral Agent on or prior to such date but subsequent to the date as of
which such Weekly VIN Report or Fleet Report speaks.


“Disposition
Agent” has the meaning set forth in Section 4.1(h).


“Disposition Agent Agreement” means that certain disposition agent
agreement, dated as of October 14, 2003, among Vanguard, the various
Beneficiaries and Financing Sources party thereto, Alamo Leasing, NFLP and
Remarketing Services of America Inc., as disposition agent, and agreed to and
acknowledged by the Master Collateral Agent, as the same may be amended,
restated, modified or supplemented from time to time in accordance with its
terms.


“Dispute Period”
has the meaning set forth in Section 2.2.


“Eligible
Receivables” with respect to any applicable Financing Source, shall have
the meaning set forth in the related Financing Documents.


“Escrow
Agreement” means the Amended and Restated Escrow Agreement, dated as of April 13, 2006, among the Intermediary,
JPMorgan Chase Bank, N.A., Alamo Leasing and Vanguard, as the same may amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms.


“Exchange
Agreement” means an agreement among a Lessor Grantor, a Lessee Grantor and
the related Qualified Intermediary which provides for the assignment by such
Lessor Grantor or such Lessee Grantor to the Qualified Intermediary of (i) 


 


6

















 


Exchanged Vehicles, (ii) all Exchanged Vehicle Repurchase Rights, (iii)
all right, title and interest of a Lessor Grantor or a Lessee Grantor in, to
and under any contracts for the sale of any Exchanged Vehicle and (iv) all
right, title and interest of such Lessor Grantor or Lessee Grantor in, to and under
any contracts for the purchase of Replacement Vehicles; provided that
any such Exchange Agreement covering Vehicles financed under any Financing
Documents will not become effective with respect to Vehicles financed under
such Financing Documents until such Lessor Grantor and such Lessee Grantor
obtain (x) such consents and/or Rating Agency confirmations as may be required
under any Financing Documents, and (y) opinions of counsel with respect to
perfection, priority and non-consolidation in substantially the same form as
those delivered as of the Closing Date under such Financing Documents.


“Exchanged
Vehicle” means a Designated Vehicle that (i) (a) if subject to a
Manufacturer Program, has been accepted for repurchase or auction by the
Manufacturer under the related Manufacturer Program or sold to a third party or
(b) if not subject to a Manufacturer Program, has been sold to a third party,
(ii) with respect to which the release of the Lien of the Master Collateral
Agent thereon would not cause an Asset Amount Deficiency to exist or an
Amortization Event to occur under such Financing Documents and (iii) with
respect to which the Lien of the Master Collateral Agent has been released in
accordance with Section 2.7 of this Agreement; provided that
until the applicable Beneficiary provides written notice to the contrary to the
Master Collateral Agent, no Vehicle that is a Related Vehicle with respect to
such Beneficiary shall be an Exchanged Vehicle.


“Exchanged
Vehicle Repurchase Rights” means, with respect to each Exchanged Vehicle
that is subject to a Manufacturer Program, all right, title and interest of the
applicable Lessor Grantor or the applicable Lessee Grantor in, to and under
each Manufacturer Program associated with any Exchanged Vehicles, to the extent
such right, title and interest relates to such Exchanged Vehicles, including
any amendments thereof and all monies due and to become due in respect of such
Exchanged Vehicle under or in connection with such Manufacturer Program,
whether payable as Vehicle repurchase prices, auction sales proceeds, fees,
expenses, costs, indemnities, insurance recoveries, damages for breach of the
Manufacturer Program or otherwise and all rights to compel performance and
otherwise exercise remedies thereunder.


“Excluded Payments”
means (a) the following amounts payable to any of the Lessor Grantors or Lessee
Grantors pursuant to the Manufacturer Programs: (i) all incentive payments
payable to any of the Lessor Grantors or Lessee Grantors in respect of
purchases and other dispositions of Vehicles under the Manufacturer Programs
(but not any amounts payable to any of the Lessee Grantors or Lessor Grantors
by a Manufacturer as an incentive for selling Program Vehicles outside of the
related Manufacturer Program), (ii) all amounts payable to any of the Lessor
Grantors or Lessee Grantors as compensation for the preparation by any of the
Lessor Grantors or Lessee Grantors of newly delivered vehicles under the
Manufacturer Programs and (iii) all amounts payable to any of the Lessor
Grantors or Lessee Grantors in reimbursement for warranty work performed by any
of the Lessor Grantors or Lessee Grantors on the 


 


7

















Vehicles under the Manufacturer Programs, (b) proceeds derived from the
rental of Vehicles to customers of any Lessee Grantor in the ordinary course of
such Lessee Grantor’s domestic daily rental businesses and (c) proceeds derived
from any permitted sublease under any Related Lease.


“Fifth Amended
and Restated Agreement” has the meaning set forth in the preamble hereto.


“Financing
Documents” means, (a) with respect to a Financing Source or its Related
Beneficiary, any and all agreements, indentures, instruments and contracts (including,
without limitation, any Master Exchange Financing Agreements) (i) evidencing or
related to any financing arrangement between any of the Lessor Grantors (or in
the case of Alamo Leasing, the Intermediary on behalf of Alamo Leasing) and/or
any of the Lessee Grantors and such Financing Source (and/or such Related
Beneficiary) or between such Financing Source and such Related Beneficiary,
(ii) providing for the making or credit enhancing of loans or advances to or at
the direction of any of the Lessor Grantors (or in the case of Alamo Leasing,
the Intermediary on behalf of Alamo Leasing) and/or any of the Lessee Grantors
from such Financing Source or to such Financing Source from the Related
Beneficiary, (iii) providing for the lease to any of the Lessee Grantors of
Related Vehicles, or (iv) providing for any other arrangement for the financing
of such Financing Source’s Related Vehicles, in any such case, as such
agreements, indentures, instruments, contracts, leases and other arrangements
are identified in the Financing Source and Beneficiary Supplement with respect
to such Financing Source and as such agreements, indentures, instruments,
contracts, leases and other arrangements may be amended, supplemented,
restated, extended or otherwise modified from time to time in accordance with
the terms thereof and (b) with respect to a Receivables Purchaser Beneficiary,
any and all agreements, instruments and contracts evidencing or related to the
sale of Vehicle Repurchase Rights to such Receivables Purchaser Beneficiary, in
any such case, as such agreements, instruments, and contracts, are identified
in the Beneficiary Supplement with respect to such Receivables Purchaser
Beneficiary and as such agreements, instruments, and contracts, may be amended,
supplemented, restated, extended or otherwise modified from time to time in
accordance with the terms thereof.


“Financing
Source” means each person or entity that (i) (A) has advanced funds, or is
a trustee for any person or entity that has advanced funds, to a Lessor Grantor
or Lessee Grantor (or in the case of Alamo Leasing, the Intermediary on behalf
of Alamo Leasing) to (1) be used by such Lessor Grantor (or in the case of
Alamo Leasing, the Intermediary on behalf of Alamo Leasing) or Lessee Grantor
to purchase, finance or refinance Vehicles that are currently owned, or will be
owned upon purchase, by such Lessor Grantor or Lessee Grantor or (2) finance or
refinance Eligible Receivables and related security or (B) solely with respect
to a Manufacturer, has otherwise extended credit to a Lessor Grantor or Lessee
Grantor in connection with the purchase of Vehicles; and (ii) has been
designated as a Financing Source pursuant to a Financing Source and Beneficiary
Supplement.


 


8

















 


“Financing
Source and Beneficiary Supplement” means a supplement to this Agreement,
substantially in the form of Exhibit A-1 hereto.


“Fleet Report”
means the monthly report substantially in the form of Exhibit C hereto required
to be delivered by the Master Servicer to the Master Collateral Agent pursuant
to Section 2.4(a).


“Fourth Amended
and Restated Agreement” has the meaning set forth in the preamble hereto.


“GM Freeze
Agreement” means that certain agreement among General Motors Corporation,
Vanguard and certain other parties, dated July 16, 2003, pursuant to which
General Motors Corporation has agreed, among other things, to make certain
concessions with respect to the terms under which it will repurchase Vehicles
under its Manufacturer Program, as such agreement has been amended as of the date
hereof and may be further amended, restated, modified or supplemented from time
to time.


“Grantor”
means any Lessee Grantor or Lessor Grantor.


“Grantor
Supplement” means a supplement to this Agreement, substantially in the form
of Exhibit B hereto.


“Guaranteed
Depreciation Program” means a guaranteed depreciation program pursuant to
which a Manufacturer has agreed with any of the Lessee Grantors or Lessor
Grantors to (a) cause certain Vehicles manufactured by it or one of its
Affiliates that are turned back during the specified Repurchase Period to be
sold at Auction by an auction dealer, (b) cause the proceeds of any such sale
to be paid to any of the Lessee Grantors or Lessor Grantors, as applicable, by
such auction dealer after such sale and (c) pay to any of the Lessee Grantors
or Lessor Grantors, as applicable, the excess, if any, of the guaranteed
payment amount with respect to any such Vehicles calculated as of the
disposition date or turnback date thereof (as defined or otherwise specified in
the Financing Documents of the related Financing Source) in accordance with the
provisions of such guaranteed depreciation program over the amount paid to any
such Lessee Grantor or Lessor Grantor, as applicable, by an auction dealer
pursuant to clause (b) above.


“Incumbency
Certificate” has the meaning set forth in Section 3.5.


“Independent
Public Accountants” means any firm of nationally recognized independent
public accountants reasonably acceptable to a Record Beneficiary and a
disputing Beneficiary in connection with a Reassignment Claim.


“Ineligible
Asset Amount” with respect to any applicable Financing Source, shall have
the meaning specified in the Financing Documents of such Financing Source.


 


9

















 


“Initial Fleet”
with respect to any applicable Financing Source, shall have the meaning
specified in the Financing Documents of such Financing Source.


“Intermediary”
means the Person satisfying the requirements for a “qualified intermediary”
within the meaning of Section 1031 of the Code and the treasury regulations
thereunder and acting pursuant to the Master Exchange Agreement, which
initially shall be Car for a Car, Corp., a Delaware corporation.


“Investment
Letters” has the meaning set forth in Section 2.5(f).


“Joint Master
Collateral Accounts” has the meaning set forth in Section 2.5(a)(I).  Each Joint Master Collateral Account shall
constitute a Joint Collection Account under the Master Exchange Agreement.


“Lease”
means a Master Motor Vehicle Lease and Servicing Agreement (inclusive of any
annexes thereto), under which a Lessor Grantor is the lessor and/or one or more
Lessee Grantors is the lessee, that constitutes security for the obligations
owing to a Financing Source, as the same may be amended, supplemented, or
otherwise modified from time to time in accordance with the terms thereof.


“Lessee Grantor
Master Collateral” has the meaning set forth in Section 2.1(a).


“Lessee
Grantors” has the meaning set forth in the preamble hereto.


“Lessor Grantor
Base Indenture” means any base indenture between a Lessor Grantor and a
trustee, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, exclusive of Series Supplements
creating a new series of rental car asset backed notes.


“Lessor Grantor
Master Collateral” has the meaning set forth in Section 2.1(b).


“Lessor
Grantors” has the meaning set forth in the preamble hereto.


“Limited
Liquidation Event of Default” with respect to any applicable Financing
Source, shall have the meaning, if any, specified in the Financing Documents of
such Financing Source.


“Liquidation
Event of Default” with respect to any applicable Financing Source, shall
have the meaning, if any, specified in the Financing Documents of such
Financing Source.


“LKE Program”
is defined in the recitals to the Master Exchange Agreement.


 


10

















 


“LKE
Reallocation Trigger Event” means (i) a
QI Parent Downgrade Event has occurred and continued through 45 consecutive
days, (ii) an Event of Bankruptcy has occurred with respect to the Intermediary
or (iii) the LKE Program is no longer in effect, as determined by the Master
Servicer or Alamo Leasing in their sole discretion, unless in the case of clauses
(i) or (ii) above (a) the Intermediary has been replaced, subject
with respect to each Lender (as defined in the Master Exchange Agreement), to
any restrictions to such replacement set forth in the Financing Documents of
such Lender or (b) the Rating Agency Confirmation Condition with respect
to each Lender has been satisfied with respect to any alternative arrangement
relating to the Intermediary following the occurrence of an LKE Reallocation
Trigger Event.


“Lockbox”
means a post office box maintained in the sole name of the Master Collateral
Agent and with respect to which the Master Collateral Agent is the “box
customer” within the meaning of Exhibit G hereto.


“Manufacturer”
means a manufacturer of passenger automobiles and/or light trucks.


“Manufacturer
Program” means any Repurchase Program or Guaranteed Depreciation Program.


“Master
Collateral” means the Unpledged Master Collateral and the Pledged Master
Collateral.


“Master
Collateral Accounts” has the meaning set forth in Section 2.5(a).


“Master
Collateral Agent” has the meaning set forth in the preamble hereto, and
includes any successor to Citibank, N.A., in its capacity as Master Collateral
Agent, in accordance with the terms hereof.


“Master
Exchange Agreement” means the Amended and Restated Master Exchange
Agreement, dated as of April 13, 2006 among the Intermediary, Alamo Leasing and
Vanguard as the same may amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms; provided, however that
the Master Exchange Agreement does not constitute an Exchange Agreement.


“Master Exchanged Vehicle Repurchase Rights” means, with respect
to Relinquished Property that arose from a Vehicle subject to a Manufacturer
Program, all right, title and interest of Alamo Leasing in, to and under each
Manufacturer Program associated with such Relinquished Property, solely to the
extent such right, title and interest relate to such Relinquished Property,
including any amendments thereof and all monies due and to become due in
respect of such Relinquished Property under or in connection with such
Manufacturer Program, whether payable as Vehicle repurchase prices, auction
sales proceeds, fees, expenses, costs, indemnities, insurance recoveries,
damages for breach of the Manufacturer Program or otherwise and all rights to
compel performance and otherwise exercise remedies thereunder.


 


11

















 


“Master Exchange Financing Agreement” means an agreement entered
into between the Intermediary acting in its capacity as the qualified
intermediary of Alamo Leasing and the Master Exchange Lender pursuant to which
the Master Exchange Lender agrees to finance the purchase of Replacement
Property by the Intermediary on behalf of Alamo Leasing, which financing is
non-recourse to Alamo Leasing and the Intermediary and is secured by Master
Exchanged Vehicle Repurchase Rights arising from time to time; provided
that any such Master Exchange Financing Agreement will not become effective
with respect to the Related Vehicles of a Financing Source and Beneficiary until
satisfaction of (x) the Rating Agency Confirmation Condition with respect to such
Financing Source and Beneficiary and any consents required under the Financing
Documents related to such Financing Source and Beneficiary and (y) any other
conditions with respect to entry into such Master Exchange Financing Agreement
specified in the Related Financing Document for such Financing Source and
Beneficiary.


“Master Exchange Lender” means a provider of financing to the
Intermediary acting in its capacity as the qualified intermediary of Alamo
Leasing for the purchase of Replacement Property.


“Master
Servicer” means Vanguard, in its capacity as master servicer hereunder, and
any successor thereto in such capacity, and, to the extent that the Master
Collateral Agent shall have assumed any duties and obligations of the Master
Servicer pursuant to this Agreement, “Master Servicer” shall, to such extent,
include the Master Collateral Agent.


“Moody’s”
means Moody’s Investors Service, Inc.


“Net Book Value”
means, at any time with respect to each Related Vehicle, such Vehicle’s
Capitalized Cost minus the aggregate Depreciation Charges, if any, accrued for
such Vehicle through the last day of the Related Month, as more specifically
calculated in accordance with the Financing Documents for the related Financing
Source.


“New Lockboxes”
has the meaning set forth in Section 2.6(b).


“NFLP”
means National Car Rental Financing Limited Partnership, a Delaware limited
partnership, and its successors and assigns in accordance with the terms
hereof.


“Notes”
means any of the Rental Car Asset Backed Notes issued by NFLP, Alamo Leasing,
or another Lessor Grantor pursuant to its Lessor Grantor Base Indenture and the
related Series Supplement.


“Non-Qualified
Funds” is defined in Section 1.1 of the Master Exchange Agreement.


 


12

















 


“Original
Amended and Restated Agreement” has the meaning set forth in the preamble
hereto.


“Permitted
Investments” means negotiable instruments or securities represented by
instruments in bearer or registered or in book entry form which evidence (i)
obligations the full and timely payment of which is to be made by or is fully
guaranteed by the United States of America; (ii) demand deposits, time deposits
in, or certificates of deposit issued by, any depositary institution or trust
company incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by Federal or State
banking or depositary institution authorities; provided, however, that at the
time of the investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits, if any, or long-term unsecured
debt obligations (other than such obligation whose rating is based on
collateral or on the credit of a Person other than such institution or trust
company) of such depositary institution or trust company shall have a credit
rating from Standard & Poor’s of A-1+ and from Moody’s of P-1, in the case of
certificates of deposit or short-term deposits, or a rating from Standard &
Poor’s not lower than AA- or from Moody’s not lower than Aaa, in the case of
long-term unsecured debt obligations; (iii) commercial paper having, at
the time of the investment or contractual commitment to invest therein, a
rating from Standard & Poor’s of A-1+ and from Moody’s of P-1; (iv) demand
deposits or time deposits which are fully insured by the Federal Deposit
Insurance Corporation; (v) bankers’ acceptances issued by any depositary
institution or trust company described in clause (ii) above; (vi)
investments in money market funds rated AAm or AAmG by Standard & Poor’s or
otherwise approved in writing by Standard & Poor’s and otherwise approved
in writing by Moody’s; (vii) Eurodollar time deposits having a credit rating
from Standard & Poor’s of A-1+ and from Moody’s of P-1; (viii) repurchase
agreements involving any of the Permitted Investments described in clauses
(i) and (vii) above and the certificates of deposit described in clause
(ii) above which are entered into with a depository institution or trust
company, having a commercial paper or short-term certificate of deposit rating
of A-1+ by Standard & Poor’s and P-1 by Moody’s; and (ix) any other
instruments or securities, if the Rating Agencies confirm in writing that such
investment in such instruments or securities will not adversely affect any
ratings with respect to any Series of Notes or, if such Series of Notes are not
rated, the applicable Beneficiary shall have consented.


“Pledged Master
Collateral” has the meaning set forth in Section 2.1(b).


“Post LKE
Reallocation Master Collateral Accounts” has the meaning set forth in Section
2.5(a)(II).


“pro rata”
means, at any date of determination as to any interest or amount with respect
to (i) any Beneficiary (other than a Receivables Purchaser Beneficiary), a
fraction the numerator of which is the then aggregate indebtedness and other accrued
monetary obligations of each of the Lessee Grantors and each of the Lessor Grantors
(or in the case of Alamo Leasing, the Intermediary acting on behalf of Alamo
Leasing), as applicable, then owing to the Financing Source and relating to
such Beneficiary as 


 


13

















specified in a Financing Source and Beneficiary Supplement or (ii) any Receivables
Purchaser Beneficiary, a fraction the numerator of which is the then aggregate
outstanding amount of the Manufacturer Receivables purchased by such Receivables
Purchaser Beneficiary through such date of determination and in each case the
denominator of which is the sum of the then aggregate indebtedness and other
accrued monetary obligations of each of the Lessee Grantors and each of the
Lessor Grantors, as applicable, then owing to all Financing Sources as
specified under all Financing Source and Beneficiary Supplements and the then aggregate
outstanding amount of the Manufacturer Receivables purchased by all such Receivables
Purchaser Beneficiaries through such date of determination; provided, however,
that if a Beneficiary must return any amount paid with respect to such
obligations for any reason, such returned amounts shall be reinstated as
obligations for purposes of the foregoing calculation.


“QI Beneficiary”
means each Beneficiary acting on behalf of a Financing Source that has advanced
the Intermediary funds the repayment of which is secured by Master Exchanged
Vehicle Repurchase Rights under a Master Exchange Financing Agreement and has
been designated as a QI Beneficiary pursuant to a Financing Source and
Beneficiary Supplement.


“QI Parent
Downgrade Event” shall mean, on any date of determination, either (i)
JPMorgan Chase Bank, N.A. (or any entity that is a successor to JPMorgan Chase
Bank, N.A. as the ultimate parent of the Intermediary) shall have a short-term
credit rating of below “A-1+” from S&P or below “P-1” from Moody’s or (ii)
if at any time JPMorgan Chase Bank, N.A. (or any entity that is a successor
to  JPMorgan Chase Bank, N.A. as the
ultimate parent of the Intermediary) does not have a short-term credit rating,
JPMorgan Chase Bank, N.A. (or any entity that is a successor to JPMorgan Chase
Bank, N.A. as the ultimate parent of the Intermediary) shall have a long-term
credit rating of below “AA-” from S&P or below “Aa3” from Moody’s.


“Qualified
Institution” means a depositary institution or trust company (which may
include the Master Collateral Agent) organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia;
provided, however, that at all times such depositary institution
or trust company is a member of the Federal Deposit Insurance Corporation and
has a short-term debt rating of A-1+ by Standard & Poor’s and P-1 by Moody’s.


“Qualified
Intermediary” means, with respect to a Financing Source, a party,
designated in an Exchange Agreement as an intermediary for exchanges of
Vehicles by the related Lessor Grantor or Lessee Grantor pursuant to such
Exchange Agreement.


“Rating
Agencies” means any rating agency, to the extent such agency, at the
request of any of the Lessee Grantors or any of the Lessor Grantors pursuant to
the applicable Financing Documents, is then rating the outstanding securities
or indebtedness of any Financing Source.


 


14

















“Rating Agency
Confirmation Condition” with respect to any Financing Source, shall have
the meaning, if any, specified in the Financing Documents of such Financing
Source.


“Reassignment”
has the meaning set forth in Section 2.2.


“Reassignment
Claim” has the meaning set forth in Section 2.2.


“Reassignment
Report has the meaning set forth in Section 2.2.


“Receivables
Pledgee Beneficiary” means each Beneficiary acting on behalf of a Financing
Source that has advanced a Lessee Grantor or a Lessor Grantor funds the
repayment of which is secured by Vehicle Repurchase Rights that constitute
Unpledged Master Collateral and has been designated as a Receivables Pledgee
Beneficiary pursuant to a Financing Source and Beneficiary Supplement.


“Receivables
Purchaser Beneficiary” means each person or entity that has purchased
Vehicle Repurchase Rights from a Lessee Grantor or a Lessor Grantor (or the
Intermediary on behalf of Alamo Leasing) and has been designated as a
Receivables Purchaser Beneficiary pursuant to a Beneficiary Supplement.


“Record
Beneficiary” has the meaning set forth in Section 2.2.


“Redesignation
Report” has the meaning set forth in Section 2.3.


“Refinanced
Vehicles” with respect to any applicable Financing Source, shall have the
meaning specified in the Financing Documents of such Financing Source.


“Refinanced
Vehicle Schedule” with respect to any applicable Financing Source, shall
have the meaning, if any, specified in the Financing Documents of such
Financing Source.


“Related
Beneficiary” means, with respect to each Financing Source designated
pursuant to a Financing Source and Beneficiary Supplement, the Beneficiary
designated as such in such Financing Source and Beneficiary Supplement or, if
no Beneficiary is designated, such Financing Source.


“Related
Financing Source” means, with respect to each Beneficiary designated
pursuant to a Financing Source and Beneficiary Supplement, the Financing Source
designated as such in such Financing Source and Beneficiary Supplement.


“Related Lease”
means, with respect to a Financing Source or Beneficiary, each Lease specified
as a Financing Document in the Financing Source and Beneficiary Supplement
designating such Financing Source or Beneficiary as such.


“Related Master
Collateral” means, (a) with respect to each Beneficiary designated as such
pursuant to a Financing Source and Beneficiary Supplement, except 


 


15

















for QI Beneficiaries,
Receivables Purchaser Beneficiaries or Receivables Pledgee Beneficiaries, all
Related Vehicles with respect to such Beneficiary and all Pledged Master Collateral relating to such
Related Vehicles, including, but not limited to, the following:


(i)            all
rights under each Manufacturer Program associated with such Related Vehicles to
the extent such rights relate to such Related Vehicles, including any
amendments thereof and all monies due and to become due in respect of such
Related Vehicles under or in connection with each such Manufacturer Program
whether payable as Vehicle repurchase prices, auction sales proceeds,
guaranteed depreciation payments, fees, expenses, costs, indemnities, insurance
recoveries, damages for breach of the Manufacturer Program or otherwise and all
rights to compel performance and otherwise exercise remedies thereunder;


(ii)           the
Post LKE Reallocation Master Collateral Accounts and all funds from time to
time deposited or held therein;


(iii)          all
investments of funds on deposit in the Post LKE Reallocation Master Collateral
Accounts, and all certificates, instruments and documents related to such
investments;


(iv)          Eligible
Receivables financed or refinanced by a Lessor Grantor with proceeds obtained
from the Related Financing Source;


(v)           all
sale or other disposition proceeds payable by any Person in respect of the disposition
of such Related Vehicles;


(vi)          all
payments under insurance policies (whether or not the Master Collateral Agent
is named as the loss payee thereof) or any warranty payable by reason of loss
or damage to, or otherwise with respect to, any of such Related Vehicles;


(vii)         the
Master Exchange Agreement and the Escrow Agreement, including any amendments
thereof, all monies due and to become due in respect of the Related Vehicles
thereunder, whether amounts payable by the Intermediary to, or on behalf of,
any Lessor Grantor from the accounts maintained pursuant to this Agreement, the
Master Exchange Agreement and the Escrow Agreement or payable as damages for
breach of the Master Exchange Agreement, the Escrow Agreement or otherwise, and
all other property payable by the Intermediary to, or on behalf of, any Lessor
Grantor thereunder and all rights to compel performance and otherwise exercise
remedies thereunder; provided, however, that in the case of any
funds held in any of the accounts maintained pursuant to this Agreement, the
Master Exchange Agreement and the Escrow Agreement that constitute Relinquished



 


16

















Property
Proceeds, such funds shall not constitute Related Master Collateral until such
funds become Non-Qualified Funds; and


(viii)        any
and all products and proceeds of any of the foregoing;


provided that, in no event shall any of the
foregoing include any right, title or interest in Relinquished Property Rights,
Excluded Payments or Unpledged Master Collateral, and in the case of
Relinquished Property Rights and Unpledged Master Collateral from the time such
Relinquished Property Rights or Unpledged Master Collateral become Relinquished
Property Rights or Unpledged Master Collateral as a result of the assignment of
such Relinquished Property Rights to the Intermediary or the pledge or sale of
such Unpledged Master Collateral to the related Receivables Purchaser
Beneficiary, Receivables Pledgee Beneficiary or QI Beneficiary, as applicable;


(b) with respect to each Receivables
Purchaser Beneficiary designated as such pursuant to a Beneficiary Supplement,
all Vehicle Repurchase Rights purchased by such Receivables Purchaser
Beneficiary and any and all products and proceeds thereof, but solely to the
extent that the proceeds of such Vehicle Repurchase Rights are being deposited
into the Master Collateral Account;


(c) with respect to each
QI Beneficiary designated as such pursuant to a Financing Source and
Beneficiary Supplement, all Master Exchanged Vehicle Repurchase Rights securing
advances made by the Related Financing Source pursuant to the Master Exchange
Financing Agreement to which it is a party and any and all products and
proceeds thereof; and


(d) with respect to each Receivables
Pledgee Beneficiary designated as such pursuant to a Financing Source and
Beneficiary Supplement, all Vehicle Repurchase Rights securing advances made by
the Related Financing Source and any and all products and proceeds thereof.


“Related Month”
means, with respect to any date, the most recently ended calendar month.


“Related
Vehicles” means, with respect to any Beneficiary designated as such
pursuant to a Financing Source and Beneficiary Supplement, (a) all Vehicles
owned by a Lessor Grantor or Lessee Grantor, as applicable, and purchased,
financed or refinanced, in whole or in part, by such Lessor Grantor or Lessee
Grantor with proceeds obtained from the Related Financing Source or a
Manufacturer providing credit for the purchase of Vehicles and (b) all other
Vehicles owned by such Lessor Grantor or Lessee Grantor and leased under the
Related Lease (including all redesignations, substitutions, replacements and
exchanges with respect to such Vehicles and all Reassignments made for the
benefit of such Beneficiary), including, in each case, all Certificates of
Title with respect thereto.


 


17

















“Relinquished
Property Proceeds” is defined in Section 1.1 of the Master Exchange
Agreement.


“Relinquished
Property Rights” means, with respect to each Relinquished Vehicle, the
related Relinquished Property Proceeds, together with respect to each
Relinquished Vehicle that is subject to a Manufacturer Program, all right,
title and interest of Alamo Leasing in, to and under each Manufacturer Program
associated with any Relinquished Vehicles, to the extent such right, title and
interest relates to such Relinquished Vehicles, including any amendments
thereof.


“Relinquished
Vehicle” means a Vehicle that is “Relinquished Property” under and as
defined in Section 1.1 of the Master Exchange Agreement, and with
respect to which, Alamo Leasing has directed the Intermediary to sell such
Vehicle on the date such vehicle becomes Relinquished Property.


“Replacement
Property” is defined in Section 1.1 of the Master Exchange
Agreement.


“Replacement
Vehicle” means an Eligible Vehicle (i) which is owned by a Lessor Grantor
or Lessee Grantor, (ii) which has been delivered to a Lessor Grantor or a
Lessee Grantor as provided in or pursuant to the Related Lease, (iii) with
respect to which the Master Collateral Agent is noted as the first lienholder
on the Certificate of Title therefor, (iv) which is subject to no Liens other
than the Lien of the Master Collateral Agent and (v) which (a) has been
acquired pursuant to an Exchange Agreement as a Replacement Vehicle for a
Designated Vehicle or Designated Vehicles and (b) has been designated on the
Master Servicer’s computer system as a Related Vehicle with respect to the
Beneficiary to which the related Designated Vehicle or Designated Vehicles are
designated.


“Repurchase
Period” means, with respect to any Vehicle covered by a Manufacturer
Program, the period during which such Vehicle may be turned in to the
Manufacturer thereof or its agent or designee for repurchase or sale at Auction
pursuant to the applicable Manufacturer Program.


“Repurchase
Program” means a program pursuant to which a Manufacturer has agreed with
any of the Lessee Grantors or any of the Lessor Grantors to repurchase certain
Vehicles manufactured by it or one of its Affiliates during the specified
Repurchase Period (and with respect to the program offered by General Motors
Corporation, as such program is modified by
the GM Freeze Agreement with respect to its 2004, 2005 and 2006 model
year Vehicles).


“Required Asset
Amount” with respect to any applicable Financing Source, shall have the
meaning, if any, specified in the Financing Documents of such Financing Source.


 


18

















“Required
Enhancement Amount” with respect to any applicable Financing Source, shall
have the meaning, if any, specified in the Financing Documents of such
Financing Source.


“Second Amended
and Restated Agreement” has the meaning set forth in the preamble hereto.


“Series of
Notes” means any of the series of Rental Car Asset Backed Notes issued by
any Lessor Grantor pursuant to any Lessor Grantor Base Indenture and the
related Series Supplement.


“Series
Supplement” means a supplement to any of the Lessor Grantor Base Indentures
complying (to the extent applicable) with the terms of such Lessor Grantor Base
Indenture.


“Seventh
Amended and Restated Agreement” has the meaning set forth in the preamble
hereto.


“Sixth Amended
and Restated Agreement” has the meaning set forth in the preamble hereto.


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.


“Sub-Servicer”
has the meaning set forth in Section 3.6.


“Third Amended
and Restated Agreement” has the meaning set forth in the preamble hereto.


“Trustee”
means, initially, The Bank of New York, as trustee under the applicable Lessor
Grantor Base Indenture and any related Series Supplement, or any successor
trustee thereunder, and any other entity appointed as trustee under a Lessor
Grantor Base Indenture and the related Series Supplement.


“Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time
to time in the specified jurisdiction.


“Unpledged
Master Collateral” means all Vehicle Repurchase Rights (i) purchased by a Receivables
Purchaser Beneficiary (from the time such Vehicle Repurchase Rights are so
purchased and the existing lien of the Master Collateral Agent is released
pursuant to Section 2.7(d) hereof), but solely to the extent that the
proceeds of such Vehicle Repurchase Rights payable by the related Manufacturer are
required to be deposited into the Master Collateral Account or (ii) pledged to
a Financing Source or its Related Beneficiary (and expressly not pledged to the
Master Collateral Agent) pursuant to a Master Exchange Financing Agreement or
otherwise (from the time such Vehicle Repurchase Rights are so pledged and the
existing lien of the Master Collateral Agent is released pursuant to Section
2.7(d) hereof), but solely to the extent that the proceeds of 


 


19

















such Vehicle Repurchase Rights payable by the related Manufacturer are
required to be deposited into the Master Collateral Account and, in each case
any and all products and proceeds of any of the foregoing.


“Vanguard”
means Vanguard Car Rental USA Inc., a Delaware corporation, and its successors
and assigns in accordance with the terms hereof.


“Vehicle”
means each passenger automobile or light truck owned by any of the Lessee
Grantors or any of the Lessor Grantors and purchased, financed or refinanced by
any of the Lessee Grantors or any of the Lessor Grantors with proceeds obtained
from a Financing Source (or from a Manufacturer providing credit for the
purchase of Vehicles) and all other Vehicles owned by such Lessee Grantor or
Lessor Grantor and leased under a Lease (including all redesignations,
substitutions, replacements and exchanges with respect to such Vehicles and all
Reassignments made for the benefit of any Beneficiary), together, in each case,
with any replacement parts and repairs thereto.


“Vehicle Order”
with respect to any applicable Financing Source, shall have the meaning, if
any, specified in the Financing Documents of such Financing Source.


“Vehicle
Repurchase Rights” means, with respect to a Vehicle subject to a
Manufacturer Program, all right, title and interest of a Grantor Lessor or
Grantor Lessee in, to and under each Manufacturer Program associated with such
Vehicle, solely to the extent such right, title and interest relate to such
Vehicle, including any amendments thereof and all monies due and to become due
in respect of such Vehicle under or in connection with such Manufacturer
Program, whether payable as Vehicle repurchase prices, auction sales proceeds,
fees, expenses, costs, indemnities, insurance recoveries, damages for breach of
the Manufacturer Program or otherwise and all rights to compel performance and
otherwise exercise remedies thereunder; provided that for the avoidance
of doubt, Master Exchanged Vehicle Repurchase Rights shall constitute Vehicle
Repurchase Rights for all purposes hereunder and Exchanged Vehicle Repurchase
Rights shall not constitute Vehicle Repurchase Rights.


“Weekly VIN
Report” has the meaning set forth in Section 2.4(b).


“Weekly VIN
Reporting Calculation Date” means the first Friday of each
calendar month occurring on or after the 6th day of such calendar month, and
each of the two following Fridays of such calendar month.


“Weekly VIN
Vehicle Report Date” means the 12th calendar day following each Weekly VIN
Reporting Calculation Date, or if such day is not a Business Day, the next
succeeding Business Day.


SECTION 1.2                 Interpretation
and Construction.  Unless the context
of this Agreement otherwise clearly requires, references to the plural include
the singular, to 


 


20

















the singular
include the plural and to the part include the whole.  The words “hereof”, “herein”, “hereunder” and
similar terms in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. 
Unless otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but
excluding”.  Sections and other headings
contained in this Agreement are for reference purposes only and shall not
control or effect the construction of this Agreement or the interpretation
hereof in any respect.  Section,
subsection and exhibit references are to this Agreement unless otherwise
specified.  As used in this Agreement,
the masculine, feminine or neuter gender shall each be deemed to include the
others whenever the context so indicates. 
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 Agreement when interpreting or otherwise determining
the context of any provision of this Agreement.


 


 


ARTICLE
II



MASTER COLLATERAL AGENT AS LIENHOLDER

FOR CERTAIN BENEFICIARIES


SECTION 2.1                 Security
Interest.


(a)           Grant by the Lessee Grantors.  As security for the payment of the respective
obligations from time to time owing by each of the Lessee Grantors under the
Financing Documents with respect to each Financing Source (and the Related
Beneficiary, as assignee thereof), each of the Lessee Grantors hereby grants,
pledges and assigns to the Master Collateral Agent for the benefit of each
Financing Source (and the Related Beneficiary, as assignee thereof), to the
extent of the Related Master Collateral with respect to such Related Beneficiary,
a continuing, first priority security interest in all right, title and interest
of such Lessee Grantor in, to and under the following, whether now owned or
subsequently acquired or arising (the “Lessee Grantor Master Collateral”):


(i)            all
Vehicles owned by such Lessee Grantor and all Certificates of Title with
respect thereto;


(ii)           the
Post LKE Reallocation Master Collateral Accounts and all funds from time to
time deposited or held therein;


(iii)          all
investments of funds on deposit in the Post LKE Reallocation Master Collateral
Accounts, and all certificates, instruments and documents related to such
investments;


(iv)          all
rights under each Manufacturer Program associated with the Vehicles referred to
in clause (i) above owned by such Lessee Grantor 


 


21

















 


 


to
the extent such rights relate to such Vehicles, including any amendments
thereof and all monies due and to become due in respect of such Vehicles under
or in connection with each such Manufacturer Program whether payable as Vehicle
repurchase prices, auction sales proceeds, guaranteed depreciation payments,
fees, expenses, costs, indemnities, insurance recoveries, damages for breach of
the Manufacturer Program or otherwise and all rights to compel performance and
otherwise exercise remedies thereunder;


(v)           Eligible
Receivables financed or refinanced by a Lessee Grantor under a Lease;


(vi)          all
sale or other disposition proceeds payable by any Person in respect of the
disposition of the Vehicles referred to in clause (i) above owned by
such Lessee Grantor including, without limitation, auction proceeds;


(vii)         all
payments under insurance policies (whether or not the Master Collateral Agent
is named as the loss payee thereof) or any warranty payable by reason of loss
or damage to, or otherwise with respect to, any of the Vehicles referred to in clause
(i) above owned by such Lessee Grantor;


(viii)        the
Master Exchange Agreement and the Escrow Agreement, including any amendments
thereof, all monies due and to become due to such Lessee Grantor in respect of
the Related Vehicles thereunder, whether amounts payable by the Intermediary
to, or on behalf of, such Lessee Grantor from the accounts maintained pursuant
to this Agreement, the Master Exchange Agreement and the Escrow Agreement or
payable as damages for breach of the Master Exchange Agreement, the Escrow
Agreement or otherwise, and all other property payable by the Intermediary to,
or on behalf of, such Lessee Grantor thereunder and all rights to compel
performance and otherwise exercise remedies thereunder; provided, however,
that in the case of any funds held in any of the accounts maintained pursuant
to this Agreement, the Master Exchange Agreement and the Escrow Agreement that
constitute Relinquished Property Proceeds, such funds shall not constitute
Lessee Grantor Master Collateral until such funds become Non-Qualified Funds;
and


(ix)           any
and all products and proceeds of any of the foregoing;


provided that, in no event shall any of the foregoing include
any right, title or interest in Relinquished Property Rights, Excluded Payments
or Unpledged Master Collateral, and in the case of Relinquished Property Rights
and Unpledged Master Collateral from the time such Relinquished Property Rights
or Unpledged Master Collateral become Relinquished Property Rights or Unpledged
Master Collateral as a result of the 


 


 


22

















 


assignment of such Relinquished Property Rights to the Intermediary or the
pledge or sale of such Unpledged Master Collateral to the related Receivables
Purchaser Beneficiary, Receivables Pledgee Beneficiary or QI Beneficiary, as
applicable.


 


(b)           Grant by the Lessor Grantors.  As security for the payment of the respective
obligations from time to time owing by the Lessor Grantors under the Financing
Documents with respect to each Financing Source (and the Related Beneficiary,
as assignee thereof) under the Financing Documents with respect to such
Financing Source, each of the Lessor Grantors hereby grants, pledges and
assigns to the Master Collateral Agent for the benefit of each Financing Source
(and the Related Beneficiary, as assignee thereof), to the extent of the
Related Master Collateral with respect to such Related Beneficiary, a
continuing, first priority security interest in all right, title and interest
of such Lessor Grantor in, to and under the following, whether now owned or
subsequently acquired or arising (the “Lessor Grantor Master Collateral”
and together with the Lessee Grantor Master Collateral, the “Pledged Master Collateral”):


(i)            all
Vehicles owned by such Lessor Grantor and all Certificates of Title with
respect thereto;


(ii)           the
Post LKE Reallocation Master Collateral Accounts and all funds from time to
time deposited or held therein;


(iii)          all
investments of funds on deposit in the Post LKE Reallocation Master Collateral
Accounts, and all certificates, instruments and documents related to such
investments;


(iv)          all
rights under each Manufacturer Program (including, for the avoidance of doubt,
the GM Freeze Agreement) associated with the Vehicles referred to in clause
(i) above owned by any Lessor Grantor to the extent such rights relate to
such Vehicles, including any amendments thereof and all monies due and to
become due in respect of such Vehicles under or in connection with each such
Manufacturer Program whether payable as Vehicle repurchase prices, auction
sales proceeds, guaranteed depreciation payments, fees, expenses, costs,
indemnities, insurance recoveries, damages for breach of the Manufacturer
Program or otherwise and all rights to compel performance and otherwise
exercise remedies thereunder;


(v)           Eligible
Receivables financed or refinanced by a Lessor Grantor with proceeds obtained
from a Financing Source;


(vi)          all
sale or other disposition proceeds payable by any Person in respect of the
disposition of the Vehicles referred to in clause (i) above owned by
such Lessor Grantor including, without limitation, auction proceeds;


 


23

















 


(vii)         all
payments under insurance policies (whether or not the Master Collateral Agent
is named as the loss payee thereof) or any warranty payable by reason of loss
or damage to, or otherwise with respect to, any of the Vehicles referred to in clause
(i) above owned by such Lessor Grantor;


(viii)        the
Master Exchange Agreement and the Escrow Agreement, including any amendments
thereof, all monies due and to become due to such Lessor Grantor in respect of
the Related Vehicles thereunder, whether amounts payable by the Intermediary
to, or on behalf of, such Lessor Grantor from the accounts maintained pursuant
to this Agreement, the Master Exchange Agreement and the Escrow Agreement or
payable as damages for breach of the Master Exchange Agreement, the Escrow
Agreement or otherwise, and all other property payable by the Intermediary to,
or on behalf of, such Lessor Grantor thereunder and all rights to compel performance
and otherwise exercise remedies thereunder; provided, however,
that in the case of any funds held in any of the accounts maintained pursuant
to this Agreement, the Master Exchange Agreement and the Escrow Agreement that
constitute Relinquished Property Proceeds, such funds shall not constitute
Lessor Grantor Master Collateral until such funds become Non-Qualified Funds;
and


(ix)           any
and all products and proceeds of any of the foregoing;


and (a) NFLP hereby confirms its grant, pledge and
assignment pursuant to the Original Amended and Restated Agreement and the
Second Amended and Restated Agreement and (b) to the extent not covered by clause
(a) above, each of the Lessor Grantors hereby confirms its grant, pledge
and assignment pursuant to the Third Amended and Restated Agreement, the Fourth
Amended and Restated Agreement, the Fifth Amended and Restated Agreement, the
Sixth Amended and Restated Agreement and the Seventh Amended and Restated
Agreement but solely to the extent of such Lessor Grantor Master Collateral
specified above; provided that, in no event shall any of the foregoing
include any right, title or interest in Relinquished Property Rights, Excluded
Payments or Unpledged Master Collateral, and in the case of Relinquished
Property Rights and Unpledged Master Collateral from the time such Relinquished
Property Rights or Unpledged Master Collateral become Relinquished Property
Rights or Unpledged Master Collateral as a result of the assignment of such
Relinquished Property Rights to the Intermediary or the pledge or sale of such
Unpledged Master Collateral to the related Receivables Purchaser Beneficiary,
Receivables Pledgee Beneficiary or QI Beneficiary, as applicable.


                                Notwithstanding anything to the
contrary contained in this Agreement, the pledge and security interest granted
by (x) NFLP hereunder is an extension of the pledge and security interest
granted under the Original Amended and Restated Agreement, the Second Amended
and Restated Agreement, the Third Amended and Restated Agreement, the Fourth
Amended and Restated Agreement, the Fifth Amended and Restated 


 


24

















Agreement, the Sixth
Amended and Restated Agreement and the Seventh Amended and Restated Agreement,
but solely to the extent of the Pledged Master Collateral defined herein and (y)
Alamo Leasing hereunder is an extension of the pledge and security interest
granted under the Third Amended and Restated Agreement, the Fourth Amended and
Restated Agreement, the Fifth Amended and Restated Agreement, the Sixth Amended
and Restated Agreement and the Seventh Amended and Restated Agreement, but
solely to the extent of the Pledged Master Collateral defined herein.


                                Notwithstanding anything to the
contrary contained in this Agreement, the Master Exchange Agreement, or any
Financing Document, the Pledged Master Collateral shall not include, and each Lessor
Grantor does not hereby pledge, assign, convey, deliver, transfer, or set over
to the Master Collateral Agent or the Related Beneficiary, any security
interest, lien, or other encumbrance in any Relinquished Property Rights, and
the Pledged Master
Collateral shall not include any such Relinquished Property Rights until such
time as each Lessor Grantor is permitted to do so consistent with the
limitations on the rights of a party to receive, pledge, borrow, or otherwise
obtain the benefits of money or other property set forth in the “safe harbor”
provisions of the Code and Section 1.1031(k)-1(g)(6) of the Treasury
Regulations promulgated thereunder.


                                Each of Vanguard, the Lessee
Grantors, the Lessor Grantors, each Financing Source and each Beneficiary (other
than the Receivables Purchaser Beneficiaries, the Receivables Pledgee
Beneficiaries and the QI Beneficiaries) hereby authorizes, and each of the Receivables
Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI
Beneficiaries hereby consents to, the Master Collateral Agent to be named as
the first lienholder on the Certificates of Title for the Vehicles (or, with
respect to any Vehicles in an Initial Fleet, as applicable, to be the assignee
of the first lienholder on the Certificates of Title), in a representative
capacity, as Master Collateral Agent for the Beneficiaries (other than the Receivables
Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI
Beneficiaries).  The Master Collateral
Agent agrees that all of its right, title and interest in and to the portion of
the Master Collateral constituting Related Master Collateral with respect to
each Beneficiary shall be solely for the benefit of the related Financing
Source (and such Beneficiary, as assignee thereof) or Receivables Purchaser
Beneficiary, QI Beneficiary or Receivables Pledgee Beneficiary, as applicable.


Each Financing
Source and each Beneficiary (other than the Receivables Purchaser Beneficiaries,
the Receivables Pledgee Beneficiaries and the QI Beneficiaries) hereby directs,
and each of the Receivables Purchaser Beneficiaries, the Receivables Pledgee
Beneficiaries and the QI Beneficiaries hereby consents to, the Master
Collateral Agent to execute and deliver as of the date set forth therein in its
capacity as Master Collateral Agent hereunder each Assignment Agreement
hereafter entered into by any of the Lessee Grantors or Lessor Grantors.


(c)           Each
of the Lessor Grantor and the Lessee
Grantors:


 


25

















 


(i)            shall file, or cause to be filed, such
financing statements and file, or cause to be filed, such continuation
statements, all in such manner and in such places as may be required by
law to preserve, maintain and perfect the security interest of the Master
Collateral Agent in the Lessor Grantor Master Collateral and the Lessee Grantor
Master Collateral;


(ii)           shall deliver (or cause to be delivered)
to the Master Collateral Agent file-stamped copies of, or filing receipts for,
any financing statements and continuation statements filed as provided above,
as soon as available following such filing;


(iii)          authorizes the Master Collateral Agent or
its agents to file such financing statements and continuation statements and to
file such other financing statements and continuation statements as the Master
Collateral Agent may deem advisable in connection with the security interest
granted by each Lessor Grantor and Lessee Grantor pursuant to this Section
2.1; provided, that the Master Collateral Agent shall have no
obligation to determine the advisability of any such filing;


(iv)          shall not change its name, identity or
organizational structure in any manner that would make any financing statement
or continuation statement filed in accordance with clause (i) above
seriously misleading within the meaning of Section 9-506(c) or Section 9-508(b) of the Uniform Commercial Code, unless it
shall have given the Master Collateral Agent at least five days’ prior
written notice thereof and shall have promptly filed appropriate amendments to
all previously filed financing statements or continuation statements;


(v)           shall have an obligation to give the
Master Collateral Agent at least 60 days’ prior written notice of any change in
the jurisdiction in which it is organized if, as a result of such relocation,
the applicable provisions of the Uniform Commercial Code would require the
filing of any amendment of any previously filed financing statement or
continuation statement or of any new financing statement and shall promptly
file any such amendment or new financing statement.


SECTION 2.2                 Designation of Beneficiaries.  Any party which from time to time is
designated as a Beneficiary pursuant to a Financing Source and Beneficiary
Supplement will be the Beneficiary hereunder with respect to its Related
Vehicles and all other Related Master Collateral.  The designation of Related Vehicles with
respect to each Beneficiary on the Master Servicer’s computer system as
evidenced by the most recently delivered Designation Report shall be considered
prima facie evidence of such Beneficiary’s rights with respect to such Related
Vehicles and the Related Master Collateral and shall create a rebuttable
presumption as to the accuracy of such designation.  If at any time a Beneficiary reasonably
believes that any designation 


 


26

















 


of the Related
Vehicles with respect to such Beneficiary by the Master Servicer is incorrect,
it may dispute such designation by delivering a written notice to the Master
Collateral Agent and the Master Servicer setting forth its claim (each, a “Reassignment
Claim”) as to the correct designation of its Related Vehicles (any such
designation that is changed by the Master Servicer in accordance with the
provisions of this Section 2.2, a “Reassignment”); provided,
however, that no Reassignment Claim may be filed with respect to a
Related Vehicle after the date on which the disposition proceeds of such
Related Vehicle have been paid to or at the direction of the applicable
Beneficiary designated on the Master Servicer’s computer system.  The Master Collateral Agent, promptly upon
receipt of such Reassignment Claim, shall distribute a copy thereof to each of
the Lessee Grantors and the Lessor Grantors. 
If no other Financing Source or Beneficiary is shown in the Master
Servicer’s computer system as being the Related Financing Source or Related
Beneficiary for any Vehicle subject to a Reassignment Claim, the Master
Servicer shall effect such Reassignment, unless, within ten (10) Business Days
of the delivery of such Reassignment Claim by a Beneficiary to the Master
Collateral Agent, such Beneficiary shall notify the Master Collateral Agent and
the Master Servicer in writing that it has withdrawn such Reassignment
Claim.  If another Financing Source or
Beneficiary is shown in the Master Servicer’s computer system as being the
Related Financing Source or Related Beneficiary for a Vehicle subject to a
Reassignment Claim, then the Master Servicer shall promptly notify the Master
Collateral Agent who shall promptly notify such other Financing Source and
Beneficiary of the Reassignment Claim.  Each such
Financing Source and Beneficiary, within ten (10) Business Days of receipt of
such notice from the Master Collateral Agent, shall notify the Master
Collateral Agent in writing as to whether it consents to the disputing
Beneficiary’s Reassignment.  If the
Master Collateral Agent receives written notice from each such Beneficiary and
Financing Source containing its consent to the disputing Beneficiary’s
Reassignment within the period set forth above, it shall promptly notify the
Master Servicer, and the Master Servicer shall effect such Reassignment.  If the Master Collateral Agent does not
receive written notice from each such Beneficiary and Financing Source
containing its consent to the disputing Beneficiary’s Reassignment within the
period set forth above, it shall so notify the disputing Beneficiary and the
Master Servicer.  Absent the consent of
the Financing Source and Beneficiary shown in the Master Servicer’s computer
system as the Related Financing Source and Related Beneficiary (the “Record
Beneficiary”) with respect to a Vehicle subject to a Reassignment Claim,
the Master Servicer shall not effect such Reassignment (unless it receives a
Reassignment Report on or prior to the last day of the applicable Dispute
Period as set forth below).  Prior to the
distribution to a Beneficiary of proceeds in respect of the disposition of a
Related Vehicle with respect to such Beneficiary, the sole method by which a
disputing Beneficiary may successfully rebut the presumption of accuracy of the
designation of the Record Beneficiary of the Vehicle subject to the
Reassignment Claim shown in the Master Servicer’s computer system is to provide
to the Master Collateral Agent, the Master Servicer and such other Financing
Source and Beneficiary,
within 120 days of the date on which it filed the applicable Reassignment Claim
(the “Dispute Period”), a report of Independent
Public Accountants hired by the Record Beneficiary with respect to a Vehicle
subject to a Reassignment Claim and by the 


 


27

















disputing Beneficiary to the effect that such Independent Public
Accountants have performed the procedures set forth in such report (which
procedures shall be agreed upon at the time of the hiring of the Independent
Public Accountants and must be reasonably satisfactory to each of the Record
Beneficiary and the disputing Beneficiary) and, based on such procedures, have
concluded that the correct Beneficiary with respect to such Vehicle is the
disputing Beneficiary (each
such report, a “Reassignment Report”). 
If a Reassignment Report is received by the Master Collateral Agent on
or before the last day of the Dispute Period with respect to a Vehicle that is
the subject of a Reassignment Claim, (i) if such Vehicle has not been disposed
of, the Master Servicer will effect the Reassignment and (ii) if such Vehicle
has been disposed of, the Master Collateral Agent will release the disposition
proceeds for the benefit of the Beneficiary shown as the correct Beneficiary in
the Reassignment Report in accordance with the terms of this Agreement and the
Master Exchange Agreement (and the Master Servicer shall instruct the Master
Collateral Agent as to the terms of the Master Exchange Agreement).  If a Reassignment Report is not received by
the Master Collateral Agent on or before the last day of the Dispute Period
with respect to a Vehicle that is the subject of a Reassignment Claim, the
Master Servicer will not effect the Reassignment and, if such Vehicle has been
disposed of, the Master Collateral Agent will release the disposition proceeds
thereof to the Beneficiary shown as the Beneficiary in the Designation Report
most recently delivered prior to the disposition.  The existence of an outstanding Reassignment
Claim in respect of any Vehicle shall not interfere with the right, if any, of the
Record Beneficiary with respect to such Vehicle, as shown in the Master
Servicer’s computer system and evidenced in the most recently delivered
Designation Report, to direct the Master Collateral Agent to dispose of such
Vehicle in accordance with the Financing Documents with respect to such
Beneficiary and, notwithstanding Section 4.4(i) and (j), the
Master Collateral Agent shall comply with such direction without delay; provided,
however, that if
with respect to the disputing Beneficiary, a Default shall exist under the
Financing Documents related to such Beneficiary and the Master Collateral Agent
has been notified of such Default, then the Master Collateral Agent
shall retain the disposition proceeds of any such Vehicle in a Master
Collateral Account until the earlier of (i) the date on which such Reassignment
Claim shall have been resolved and (ii) the last day of the Dispute
Period.  Each Beneficiary expressly
agrees that it will not challenge, dispute or interfere with the right of
another Beneficiary to dispose of, or direct the Master Collateral Agent to
dispose of, its Related Vehicles as shown in the Master Servicer’s computer
system and evidenced in the most recently delivered Designation Report, even if such Beneficiary reasonably
believes that the designation of its Related Vehicles in such Designation
Report is incorrect.  After the
distribution to a Beneficiary of proceeds in respect of the disposition of a
Related Vehicle with respect to such Beneficiary, a disputing Beneficiary may
pursue any right or remedy available to it under applicable law or in equity.


                                Any
party which from time to time is designated as a Beneficiary pursuant to a
Beneficiary Supplement will be the Beneficiary hereunder with respect to its
Related Master Collateral.


 


 


28






 










Each Beneficiary
(other than the Receivables Purchaser Beneficiaries, Receivables Pledgee
Beneficiaries and the QI Beneficiaries) shall be entitled to the benefits of
this Agreement only with respect to its Related Vehicles and Related Master
Collateral and each Receivables Purchaser Beneficiary, Receivables Pledgee
Beneficiary and QI Beneficiary shall be entitled to the benefits of this
Agreement only with respect to its Related Master Collateral.  No Beneficiary shall have any interest in (i)
any Vehicle which is not a Related Vehicle as to such Beneficiary, (ii) any
funds in any Master Collateral Accounts that are proceeds of any Vehicle which
is not a Related Vehicle as to such Beneficiary, except that each Receivables
Purchaser Beneficiary, Receivables Pledgee Beneficiary and QI Beneficiary will
have an interest in its Related Master Collateral consisting of Vehicle
Repurchase Rights or the products or proceeds thereof even though it never had
an interest in the Related Vehicle, (iii) rights under any Manufacturer Program
with respect to any Vehicle which is not a Related Vehicle as to such
Beneficiary except that each Receivables Purchaser Beneficiary, Receivables
Pledgee Beneficiary and QI Beneficiary will have an interest in its Related
Master Collateral consisting of Vehicle Repurchase Rights or the products or
proceeds thereof even though it never had an interest in the Related Vehicle or
(iv) any other Master Collateral which is not Related Master Collateral as to
such Beneficiary (including any rights under the Master Exchange Agreement with
respect to any Relinquished Vehicle which was not a Related Vehicle as to such
Beneficiary), in each case regardless of the time, order, manner or nature of
attachment or perfection of security interests in Vehicles (including the
giving of, or failure to give, any purchase money security interest or other
notice, or the order of filing financing statements), or any provision of the
Uniform Commercial Code, the federal Bankruptcy Code, or other applicable law.  For the avoidance of doubt, (i) from the date of the
sale of any Vehicle Repurchase Rights to a Receivables Purchaser Beneficiary,
such Receivables Purchaser Beneficiary shall be the Beneficiary with respect to
such Vehicle Repurchase Rights, notwithstanding the fact that such Receivables
Purchaser Beneficiary was never the Beneficiary with respect to the Vehicles
that gave rise to such Vehicle Repurchase Rights, (ii) from the date of the
pledge of any Master Exchanged Vehicle Repurchase Rights to a QI Beneficiary or
its Related Financing Source, if any, such QI Beneficiary shall be the
Beneficiary with respect to such Master Exchanged Vehicle Repurchase Rights,
notwithstanding the fact that such QI Beneficiary was never the Beneficiary
with respect to the Vehicles that gave rise to such Master Exchanged Vehicle
Repurchase Rights and (iii) from the date of the pledge of any Vehicle
Repurchase Rights to a Receivables Pledgee Beneficiary or its Related Financing
Source, if any, such Receivables Pledgee Beneficiary shall be the Beneficiary
with respect to such pledged Vehicle Repurchase Rights, notwithstanding the
fact that such Receivables Pledgee Beneficiary was never the Beneficiary with
respect to the Vehicles that gave rise to such pledged Vehicle Repurchase Rights.


SECTION 2.3                 Redesignation
of Beneficiaries.  Each of the Lessee
Grantors and the Lessor Grantors, from time to time, may (i) finance additional
Vehicles (and, to the extent provided in the related Financing Documents,
Eligible Receivables and related Vehicle Repurchase Rights), with proceeds from
a Financing Source, and/or (ii) refinance Vehicles then owned by it (and, to
the extent provided in the related Financing


 


29

















Documents,
Eligible Receivables and related Vehicle Repurchase Rights) and financed by a
Financing Source with proceeds from a different Financing Source (including
without limitation, a QI Beneficiary or a Receivables Pledgee Beneficiary or
their Related Financing Source) and/or (iii) sell Vehicle Repurchase Rights. In
connection therewith, upon satisfaction of the applicable conditions described
in this Section 2.3, the Master Servicer shall designate on its computer system
(x) (i) the Financing Source, if applicable, the proceeds of which are used to finance or
refinance such Vehicles and/or such Eligible Receivables and/or related Vehicle
Repurchase Rights and (ii) the Beneficiary with respect to such Vehicles and/or
Eligible Receivables and/or related Vehicle Repurchase Rights and (y) the
Receivables Purchaser Beneficiary with respect to any sold Vehicle Repurchase
Rights. In the case of a refinancing of Vehicles and/or Eligible Receivables
and/or related Vehicle Repurchase Rights, upon repayment in full of all amounts
owing to the old Financing Source in respect of such Vehicles and/or such
Eligible Receivables and/or such related Vehicle Repurchase Rights under the
Related Financing Documents or, in the case of a refinancing of Vehicle
Repurchase Rights, payment in full of the amounts to be advanced against such
Vehicle Repurchase Rights by the new Financing Source, and satisfaction of all
conditions specified in such Related Financing Documents for the release of
such Vehicles and/or Eligible Receivables and/or related Vehicle Repurchase
Rights (I) such Vehicles and/or such Eligible Receivables and/or such related Vehicle Repurchase
Rights, as the case may be, shall constitute Related Vehicles and/or Eligible
Receivables and/or
related Vehicle Repurchase Rights of the Beneficiary related
to such new Financing Source, and (II) such Vehicles and/or such Eligible Receivables and/or such
related Vehicle Repurchase Rights, as the case may be, shall cease to be
Related Vehicles and/or Eligible Receivables and/or related Vehicle Repurchase Rights
of the Beneficiary related to the old Financing Source.  In the case of a sale of Vehicle Repurchase
Rights to a Receivables Purchaser Beneficiary, upon payment in full of the
purchase price of such Vehicle Repurchase Rights and satisfaction of all conditions
specified in the Related Financing Documents for the release of such Vehicle
Repurchase Rights (I) such Vehicle Repurchase Rights shall constitute Vehicle Repurchase Rights of such
Receivables Purchaser Beneficiary, and (II) such Vehicle Repurchase Rights shall cease to be Vehicle
Repurchase Rights of the Beneficiary related to the old Financing Source.  Notwithstanding the foregoing, in connection
with a refinancing of Related Vehicles and/or Eligible Receivables (excluding
Vehicle Repurchase Rights), in each case with respect to a Beneficiary, the right of the Master
Servicer to designate Vehicles (and, to the extent provided in the related
Financing Documents, Eligible Receivables (excluding Vehicle Repurchase
Rights)) that will cease to be Related Vehicles and/or Eligible Receivables
(excluding Vehicle Repurchase Rights) with respect to such Beneficiary shall be
subject to the conditions that immediately after giving effect to such
designation:


(a)           no Default shall exist under the
Financing Documents related to such Beneficiary or result from such
redesignation (provided, however, that the Master Servicer shall
have the right to make such redesignation for the purpose of curing such
Default); and


 


30

















(b)           such Beneficiary shall continue to
have designated to it Related Vehicles (and, to the extent provided in the
Financing Documents of such Beneficiary, Eligible Receivables and other
eligible collateral) with a collateral value (as determined under the
Financing Documents relating to the Financing Source with respect to such
Beneficiary) not less than the collateral value required in such Financing
Documents to support the outstanding loans or securities issued under such
Financing Documents.


Each designation or
redesignation by the Master Servicer shall automatically constitute a
representation and warranty by the Master Servicer for the benefit of each
related Beneficiary that the conditions in this Section 2.3 have been
met and that all Related Vehicles of a Beneficiary meet the eligibility
criteria set forth in the relevant Financing Documents and that, in the case of
refinanced Vehicles and/or Eligible Receivables or sold or pledged Vehicle Repurchase Rights, the loans or
securities of the original Financing Source with respect to such refinanced
Vehicles and/or Eligible Receivables or sold or pledged Vehicle Repurchase Rights have been
repaid in full or (x) are otherwise fully secured with eligible collateral (as
determined under the Financing Documents with respect to such original
Financing Source) or (y) in the case of a sale or pledge of Vehicle Repurchase
Rights, are secured with eligible collateral (as determined under the Financing
Documents with respect to such original Financing Source) with a value after
giving effect to such sale or pledge not less than that required under such
Financing Documents to effect such sale or pledge of Vehicle Repurchase
Rights.  Such Vehicles shall be
redesignated at their Net Book Value and such Eligible Receivables or Vehicle
Repurchase Rights shall be redesignated at their outstanding face amount.  Except as provided in Section 2.5(b),
no Beneficiary shall have any interest in any Vehicle or other Master
Collateral for which it is no longer the Beneficiary hereunder, it being
understood that, subject to the satisfaction of the conditions set forth in
this Section 2.3 and satisfaction of all conditions specified in the
related Financing Documents for the release of such Vehicle from the Related
Lease or the release
of such Eligible Receivables or Vehicle Repurchase Rights from the related
Financing Documents, any such redesignation shall constitute a release by such
Beneficiary of any interest therein.


If a redesignation
of any Vehicle or Eligible Receivables or Vehicle Repurchase Rights pursuant to
this Section 2.3 shall occur on any day, the Master Servicer shall
furnish or cause to be furnished to the Master Collateral Agent on the next
succeeding Business Day a report identifying (i) each Vehicle, identified by
the vehicle identification number with respect to such Vehicle, so redesignated
and the Eligible Receivables or Vehicle Repurchase Rights, in each case
identified by the VIN with respect to the Vehicles giving rise to such Eligible
Receivables or Vehicle Repurchase Rights, the Manufacturer of such Vehicle
giving rise to such Eligible Receivables or Vehicle Repurchase Rights, the face
amount of such Eligible Receivables or Vehicle Repurchase Rights and the amount
of days, if any, such Eligible Receivables or Vehicle Repurchase Rights are
past due, (ii) the Beneficiary with respect to such Vehicle or Eligible
Receivables or Vehicle Repurchase Rights prior to the redesignation and (iii)
the Beneficiary with respect to such Vehicle or Eligible Receivables or Vehicle
Repurchase Rights after giving effect to such redesignation (such report, a “Redesignation
Report”).


 


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SECTION 2.4                 Master
Servicer’s Reports.  (a)  Master Servicer’s Fleet Report.  On or prior to the twelfth day of each
calendar month (or if the 12th such day is not a Business Day the next
succeeding Business Day), the Master Servicer shall furnish or cause to be
furnished to the Master Collateral Agent a report (which may be on diskette,
magnetic tape or other electronic medium reasonably acceptable to the Master
Collateral Agent) substantially in the form of Exhibit C (each such
report, a “Fleet Report”) showing for each Beneficiary as of the last
day of the immediately preceding calendar month (i) the Related Vehicles
designated to such Beneficiary identified by the vehicle identification numbers
with respect to such Related Vehicles and, if the Eligible Receivables or
Vehicle Repurchase Rights with respect to any Vehicle that was a Related Vehicle
on the previous Fleet Report have been redesignated to a Beneficiary other than
the Beneficiary with respect to the Related Vehicle, the Eligible Receivables
and Vehicle Repurchase Rights designated to such new Beneficiary, (ii) whether
such Related Vehicles are owned by Vanguard, any other Lessee Grantor, NFLP,
Alamo Leasing or any other Lessor Grantor, (iii) the Capitalized Cost and Net
Book Value of such Related Vehicles (calculated in accordance with the
Financing Documents relating to the applicable Financing Source) and (iv) the state in which each Vehicle is
titled.  The Master Collateral Agent
shall make the Fleet Report available for inspection by any Beneficiary at the
Corporate Trust Office, during normal business hours, upon such Beneficiary’s prior
written request.


                                (b)           Weekly VIN Report.  The Master Servicer shall furnish or cause to
be furnished to the Master Collateral Agent and to each Beneficiary (other than
the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries
and the QI Beneficiaries) a report on the Weekly VIN Report Date (which may be
on diskette, magnetic tape or other electronic medium reasonably acceptable to
the Master Collateral Agent) substantially in the form of Exhibit H
(each such report, a “Weekly VIN Report”) showing for each Beneficiary,
as of the immediately preceding Weekly VIN Reporting Calculation Date, the
Related Vehicles with respect to each Beneficiary, as shown on the Master
Servicer’s computer system, identified by the vehicle identification number
with respect to each such Related Vehicle. 
In addition, after the occurrence of a Liquidation Event of Default or a
Limited Liquidation Event of Default with respect to any Financing Source, if
the Master Collateral Agent, acting at the direction of the Related
Beneficiary, requests a Weekly VIN Report, the Master Servicer shall furnish or
cause to be furnished to the Master Collateral Agent and to such Beneficiary a
report within two Business Days of such request, substantially in the form of Exhibit
H showing, with respect to such Beneficiary, as of the most recent day that
the Master Servicer in its reasonable best efforts can report but in any event
no earlier than the 12th day prior to the date of the delivery of such report,
(i) the Related Vehicles designated to such Beneficiary identified by the
vehicle identification numbers with respect to such Related Vehicles and, if
the Eligible Receivables or Vehicle Repurchase Rights with respect to any
Vehicle that was a Related Vehicle on the previous Fleet Report have been
redesignated to a Beneficiary other than the Beneficiary with respect to the
Related Vehicle, the Eligible Receivables and Vehicle Repurchase Rights
designated to such new Beneficiary, (ii) whether such Related Vehicles are
owned by Vanguard, any other Lessee Grantor, NFLP, Alamo 


 


 


32

















 


Leasing or any other Lessor Grantor, (iii)
the Capitalized Cost and Net Book Value of such Related Vehicles (calculated in
accordance with the Financing Documents relating to the applicable Financing
Source) and (iv) the state in which each
Vehicle is titled, which report shall be deemed to be a Weekly VIN Report for
all purposes hereunder.


 


SECTION 2.5                 Master
Collateral Accounts.


(a)           (I) The Master Collateral Agent shall
establish and maintain, or cause to be established and maintained, the accounts
identified on Exhibit F (collectively, the “Joint Master Collateral Accounts”),
in the joint name of Master Collateral Agent and the Intermediary, which accounts
shall be titled “Citibank, N.A., as Master Collateral Agent, and Car for a Car,
Corp., as Qualified Intermediary, for Alamo Financing L.P.”.  The Joint Master Collateral Accounts shall be
maintained (i) with a Qualified Institution or (ii) as segregated trust
accounts with the corporate trust department of a depository institution or
trust company having corporate trust powers, provided that, if such
accounts are not segregated trust accounts and are maintained with a Qualified
Institution and at any time such Qualified Institution fails to satisfy the
definition of Qualified Institution, then the Master Collateral Agent shall,
within 10 Business Days of such failure, establish new Joint Master Collateral
Accounts with a new Qualified Institution or new segregated trust accounts with
the corporate trust department of a depository institution or trust company
having corporate trust powers and acting as trustee for funds deposited in such
Joint Master Collateral Accounts.  In
connection with the establishment of new Joint Master Collateral Accounts
pursuant to the preceding sentence, the Master Collateral Agent and the
Intermediary shall transfer into the new Joint Master Collateral Accounts all
funds from the non-qualifying Joint Master Collateral Accounts.  Initially, the Joint Master Collateral
Accounts will be established with the Master Collateral Agent.  The Master Collateral Agent hereby covenants
and agrees that, unless otherwise expressly provided for herein, it will not
create, incur, assume or permit to exist any lien upon the Joint Master
Collateral Accounts or any funds on deposit therein.


                                                (II)  The Master Collateral Agent shall establish
and maintain for the benefit of the Beneficiaries, or cause to be established
and maintained, the accounts identified on Exhibit F (collectively, the “Post
LKE Reallocation Master Collateral Accounts” and, together with the Joint
Master Collateral Accounts, the “Master Collateral Accounts”), in the
name of Master Collateral Agent, bearing a designation clearly indicating that
the funds deposited therein are held for the respective benefit of each
Beneficiary.  In the event that an LKE
Reallocation Trigger Event occurs as a result of an Event of Bankruptcy with
respect to the Intermediary or because the
LKE Program is no longer in effect (as determined by the Master Servicer or
Alamo Leasing in their sole discretion), then, promptly following
receipt by the Master Collateral Agent of notice from the Master Servicer of
such LKE Reallocation Trigger Event and for so long as such LKE Reallocation
Trigger Event continues, all funds which are on deposit or are deposited from
time to time into the Joint Master Collateral Account shall be promptly
transferred into a Post LKE Reallocation Master Collateral Account; provided,
however, that funds on deposit in a Joint Master Collateral Account will
not be transferred if, in the 


 


 


33

















 


Master Collateral Agent’s reasonable
judgment, they are subject to an automatic stay in bankruptcy or other legal
process preventing their withdrawal.  The
Post LKE Reallocation Master Collateral Accounts shall be maintained (i) with a
Qualified Institution or (ii) as segregated trust accounts with the corporate
trust department of a depository institution or trust company having corporate
trust powers, provided that, if such accounts are not segregated trust
accounts and are maintained with a Qualified Institution and at any time such
Qualified Institution fails to satisfy the definition of Qualified Institution,
then the Master Collateral Agent shall, within 10 Business Days of such
failure, establish new Post LKE Reallocation Master Collateral Accounts with a
new Qualified Institution or new segregated trust accounts with the corporate
trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in such Post LKE
Reallocation Master Collateral Accounts. 
In connection with the establishment of new Post LKE Reallocation Master
Collateral Accounts pursuant to the preceding sentence, the Master Collateral
Agent shall transfer into the new Post LKE Reallocation Master Collateral
Accounts all funds from the non-qualifying Post LKE Reallocation Master
Collateral Accounts.  The Master Servicer,
for so long as any such LKE Reallocation Trigger Event shall be continuing,
shall direct payments due under the Manufacturer Programs and (to the extent
required pursuant to Section 2.5(c) hereof) payments with respect to
other Master Collateral to be deposited directly into the Post LKE Reallocation
Master Collateral Accounts by the Manufacturers and related auction dealers, shall deposit into the Post LKE Reallocation Master Collateral
Accounts sale proceeds (including amounts paid to the Master Servicer by a
Manufacturer as a result of the Master Servicer’s sale of such Vehicle outside
such Manufacturer’s Manufacturer Program) and any other proceeds of the Pledged Master Collateral paid to the Master Servicer or a
Lessor Grantor or Lessee Grantor (whether as a result of a violation of the
provisions of Section 3.2(iii) or otherwise), by the second (2nd)
Business Day following the Master Servicer’s or such Lessor Grantor’s or such
Lessee Grantor’s receipt thereof and shall remit
proceeds of the Vehicle Repurchase Rights comprising the Related Master
Collateral of each Receivables Purchaser Beneficiary, Receivables Pledgee
Beneficiary or QI Beneficiary, as applicable, paid to the Master Servicer or a
Lessor Grantor or Lessee Grantor (whether as a result of a violation of the
provisions of Section 3.2(iii) or otherwise), by the second (2nd)
Business Day following the Master Servicer’s or such Lessor Grantor’s or such
Lessee Grantor’s receipt thereof, in accordance with the Financing Documents
for such Receivables Purchaser Beneficiary, Receivables Pledgee Beneficiary or
QI Beneficiary, as applicable.


 


(b)           A Lessee Grantor or a Lessor Grantor
may enter into an Exchange Agreement with respect to Vehicles owned by each of
them, respectively, an interest in which has been pledged hereunder; provided
that the conditions to effectiveness of any such Exchange Agreement with
respect to such Vehicles specified in the definition thereof shall have been
satisfied.  A Lessee Grantor or a Lessor
Grantor may designate certain Vehicles as Designated Vehicles to be exchanged,
pursuant to an Exchange Agreement, for one or more Replacement Vehicles.  Upon receiving either (i) the required
Replacement Vehicle or Replacement Vehicles as Pledged Master Collateral and confirming their
compliance with the requirements set forth in the definition of 


 


34

















“Replacement
Vehicle” by receipt of Vehicle Orders and a Refinanced Vehicle Schedule, if
any, covering such Replacement Vehicle or Replacement Vehicles, or (ii) written
confirmation from the Master Servicer, dated not more than seven (7) days prior
to the requested release date, to the effect that the release of the Master
Collateral Agent’s Lien on such Designated Vehicle and on any Exchanged Vehicle
Repurchase Rights and sales proceeds with respect thereto will not result in,
as applicable, (a) the Required Asset Amount (calculated on such date)
exceeding the Aggregate Asset Amount (calculated on such date, giving effect to
all increases in the Ineligible Asset Amount through such date) under the
applicable Financing Documents or (b) a Limited Liquidation Event of Default or
an event which, with the giving of notice, the passage of time or both, would
constitute a Limited Liquidation Event of Default with respect to the related
Series of Notes, the Master Collateral Agent shall release its Lien on the
related Designated Vehicle in accordance with Section 2.7, and such
Designated Vehicle shall become an Exchanged Vehicle.  All proceeds related to Exchanged Vehicles,
whether sale proceeds, amounts due under a Manufacturer Program, payments from
Manufacturers in respect of turned-back Exchange Vehicles sold at Auction or
any other proceeds, shall no longer be part of the Pledged Master Collateral
and shall not be required to be deposited into the Master Collateral Accounts.


(c)           Other than as set forth in the
following sentence, and, subject to the right, if any, of a Lessor Grantor or
Lessee Grantor, as set forth in the applicable Related Lease, to deposit
certain funds directly into the applicable Collection Account, the Master
Servicer, the Lessee Grantors and the Lessor Grantors, as applicable, shall
direct payments (i) representing amounts payable under Manufacturer Programs
(including payments under any Guaranteed Depreciation Program), (ii) relating
to the other Master Collateral and (iii) representing Relinquished Property
Proceeds to be deposited, for so long as no LKE Reallocation Trigger Event
shall have occurred and be continuing, into one or more of the Joint Master
Collateral Accounts and, so long as an LKE Reallocation Trigger Event shall
have occurred and be continuing, into one or more of the Post LKE Reallocation
Master Collateral Accounts, (and the Master Servicer hereby instructs the
Master Collateral Agent to deposit any such payments into the relevant Master
Collateral Accounts).  Subject to the
right, if any, of a Lessor Grantor or Lessee Grantor, as set forth in the
applicable Related Lease, to deposit certain funds directly into the applicable
Collection Account, by the second Business Day following its receipt thereof in
available funds, each of the Lessee Grantors or Lessor Grantors will deposit,
for so long as no LKE Reallocation Trigger Event shall have occurred and be
continuing, into one or more of the Joint Master Collateral Accounts and, so
long as an LKE Reallocation Trigger Event shall have occurred and be
continuing, into one or more of the Post LKE Reallocation Master Collateral
Accounts, proceeds received by any of the Lessee Grantors or Lessor Grantors
from (i) sales of Vehicles other than to or through a Manufacturer under its
Manufacturer Program (including any proceeds received from the sale or pledge
of Vehicle Repurchase Rights), (ii) sales of Vehicles at Auction, and (iii)
insurance proceeds and warranty payments received by any of the Lessee Grantors
or Lessor Grantors during any period when insurance proceeds are required to be
deposited in a Master Collateral Account under the applicable Financing Documents.  Each of the Lessee Grantors and 


 


35

















the Lessor
Grantors will designate the Master Collateral Agent as loss payee on its
physical damage and comprehensive insurance policies on the Vehicles and cause
the proceeds thereof to be paid directly to the Master Collateral Agent; provided,
however, that to the extent that Vanguard or any other Lessee Grantor is
entitled to such insurance proceeds in accordance with the provisions of the
Related Lease, upon request of the Master Servicer (and, if any Beneficiary has
directed the Master Collateral Agent to obtain evidence of such entitlement,
upon delivery of such evidence), such proceeds shall be paid by the Master
Collateral Agent to the Master Servicer. 
The Master Collateral Agent shall promptly notify the Master Servicer
when funds are deposited or are on deposit in the Master Collateral
Accounts.  For so long as no LKE
Reallocation Trigger Event shall have occurred and be continuing, funds (other
than Non-Qualified Funds) on deposit in any of the Joint Master Collateral
Accounts shall be allocated and applied in accordance with the terms of the
Master Exchange Agreement (and the Master Servicer shall instruct the Master
Collateral Agent as to such allocations and applications).  For so long as an LKE Reallocation Trigger
Event shall have occurred and be continuing and, with respect to Non-Qualified
Funds, whether or not an LKE Reallocation Trigger Event shall have occurred or
be continuing, the Master Servicer, promptly after receipt of notice from the
Master Collateral Agent that funds have been deposited in the Master Collateral
Accounts, but in no event more than seven (7) days after the receipt of funds
by any of the Lessee Grantors or Lessor Grantors or receipt of such notice from
the Master Collateral Agent, as the case may be, shall instruct the Master
Collateral Agent (and, for so long as no LKE Reallocation Trigger Event shall
have occurred and be continuing, in the event any such funds constitute Non-Qualified
Funds, the Intermediary and Alamo Leasing) in writing, which instructions may
be given by any employee of the Master Servicer as to whom an Authorized Agent
has notified the Master Collateral Agent, and, if applicable, the Intermediary
and Alamo Leasing, that such employee is authorized to deliver such
instructions (an “Authorized Employee”), and upon which instructions the
Master Collateral Agent, and, if applicable, the Intermediary and Alamo
Leasing, may conclusively rely, as to (i) the amount thereof that constitutes
Relinquished Property Proceeds and the amount thereof that constitutes
Non-Qualified Funds, (ii) the amount thereof which represents payments arising
from the Related Vehicles and Related Master Collateral of each Beneficiary and
(iii) upon the occurrence and during the continuance of a Default and as needed
under paragraph (d) below, the dollar amount thereof that is derived
from the Lessee Grantor Master Collateral and the Lessor Grantor Master
Collateral, respectively.  The Master
Collateral Agent shall, pursuant to and promptly after receipt of such
instructions from the Master Servicer, distribute or cause to be distributed to
each Beneficiary the Non-Qualified Funds and, after the occurrence of an LKE
Reallocation Trigger Event which is continuing, any other funds in the Master
Collateral Accounts representing payments arising from the Related Vehicles and
Related Master Collateral of such Beneficiary to an account previously
specified in writing by such Beneficiary to the Master Collateral Agent, provided,
however, that the Master Servicer shall not direct the Master Collateral
Agent to so remit an amount in respect of Lessee Grantor Master Collateral or
Lessor Grantor Master Collateral, as the case may be, that would exceed the
amount required to pay all amounts owing to such Beneficiary or to the
Financing Source related to such Beneficiary by each of the Lessee Grantors and



 


36

















the Lessor
Grantors, respectively; provided  further that at any time
following a Liquidation Event of Default or a Limited Liquidation Event of
Default with respect to a Financing Source, any amounts to be distributed by or
at the direction of the Master Collateral Agent to the Related Beneficiary
pursuant to this sentence shall be net of amounts owing to any Beneficiary
Agent of such Related Beneficiary in respect of which the Master Collateral
Agent shall have received a written invoice requesting payment accompanied by a
written certification from such Beneficiary Agent that it has requested payment
thereof from the Lessee Grantor or the Lessor Grantor responsible therefor and
has not received payment of such amounts when due from such Lessee Grantor or
Lessor Grantor.


(d)           At such time as no further distribution
from any of the Lessee Grantors or Lessor Grantors (as applicable) to any
Beneficiary, pursuant to the related Financing Documents, is required or will
be required to be made pursuant to paragraph (c), all remaining funds
allocated to such Beneficiaries in the Master Collateral Accounts shall be
distributed to each of the Lessee Grantors and the Lessor Grantors, as their
interests appear, upon the written direction of the Master Servicer  (and, in the event that any funds represent
Relinquished Property Proceeds, only to the extent permitted under the Master
Exchange Agreement).


(e)           If at any time the Master Collateral
Agent, the Master Servicer or any Beneficiary shall receive any funds to which
it is not entitled pursuant to the provisions of this Agreement, the Master
Servicer or such Beneficiary shall so advise the Master Collateral Agent (upon
which advice the Master Collateral Agent may conclusively rely) and the Master
Collateral Agent, such Beneficiary or the Master Servicer, as the case may be,
shall forthwith take reasonable steps to ensure that such funds are remitted to
the Person so entitled thereto, such remittance to be made promptly after
determination or advice thereof, as the case may be.


(f)            The Master Servicer and the
Intermediary may instruct (upon which instruction the Master Collateral Agent
may conclusively rely) the Master Collateral Agent to invest funds on deposit
in the Joint Master Collateral Accounts in Permitted Investments.  The Master Servicer may instruct (upon which
instruction the Master Collateral Agent may conclusively rely) the Master
Collateral Agent to invest funds on deposit in the Post LKE Reallocation Master
Collateral Accounts in Permitted Investments. 
Such investment instructions may be given by any employee of the Master
Servicer as to whom any of the Authorized Agents has notified the Master
Collateral Agent that such employee is authorized to deliver such
instructions.  If the Master Collateral
Agent does not receive instructions from the Master Servicer and, if
applicable, the Intermediary prior to 1:00 p.m. on any day as to the
distribution or investment of any funds in the Master Collateral Accounts then
the Master Collateral Agent shall invest such funds in Permitted Investments
pursuant to the letters (the “Investment Letters”) previously delivered
by the Master Servicer and, if applicable, the Intermediary to the Master
Collateral Agent.  All such investments
shall be redeemable or mature on the next Business Day.  The Master Collateral Agent shall not be
responsible for any losses incurred on any investments made pursuant to this paragraph
(f).


 


37

















 


(g)           Joint Master Collateral Accounts
Disputes.  If the Master Collateral
Agent receives notice pursuant to Section 4.2(c) of the Master Exchange
Agreement that the Intermediary has disapproved of any proposed transfer of
funds from any of the Joint Master Collateral Accounts, then the Master
Collateral Agent, upon written direction of the Master Servicer, and based
solely on the information contained in such direction, shall deliver a
certification to the Intermediary setting forth the amounts that should be so
transferred.


SECTION 2.6                 Certificates
of Title.


(a)           The Master Collateral Agent shall
serve as custodian for the Certificates of Title relating to the Related
Vehicles of each Beneficiary (other than the Receivables Purchaser
Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries);
provided that, unless such right is revoked as described in Section
2.6(c) in respect of the Certificates of Title relating to the Related
Vehicles of a Beneficiary, the Master Servicer shall act as custodian for the
Master Collateral Agent with respect to the Certificates of Title.  Until such time as the right of the Master
Servicer to act as custodian for the Certificates of Title relating to the
Related Vehicles of a Beneficiary shall be revoked and all Certificates of
Title for all such Related Vehicles shall have been delivered to the Master
Collateral Agent or its designee or agent, the Master Servicer shall cause each
of the Lessee Grantors to hold all of the Certificates of Title with respect to
Vehicles owned by any of the Lessor Grantors and leased by such Lessor Grantor
to any of the Lessee Grantors or owned by any of the Lessee Grantors and leased
from any of the Lessor Grantors in trust on behalf of the Master Servicer, in
the Master Servicer’s capacity as agent of, and custodian for, the Master
Collateral Agent.  The Master Servicer
shall cause each of the Lessee Grantors to (i) unless otherwise provided in the
applicable related Financing Documents, hold all such Certificates of Title
under lock and key, in a safe, fireproof location at one or more of the offices
specified in Exhibit D (as the same may be from time to time revised by
the Master Servicer on thirty (30) days prior written notice to the parties
hereto, and which lists all such locations); (ii) comply with all requirements
relating to such Certificates of Title contained in any related Financing
Document, including but not limited to, requirements relating to possession or
maintenance of the Certificates of Title and notation of ownership and
lienholder; and (iii) not release or surrender any Certificate of Title except
in accordance with this Agreement (and in any event not release or surrender
any of the Certificates of Title other than (A) Certificates of Title as to
which the security interest of the Master Collateral Agent has been released in
accordance with this Agreement or (B) Certificates of Title surrendered to the
Master Collateral Agent (or its designee) upon revocation of the right of the
Master Servicer to act as custodian therefor).


(b)           Except as provided in the applicable
Financing Documents, the Master Servicer shall cause the Certificates of Title
with respect to each Vehicle owned by any of the Lessee Grantors to show such
Lessee Grantor, and each Vehicle owned by any of the Lessor Grantors to show
such Lessor Grantor, as the registered owner and the Master Collateral Agent,
as agent, as the first lienholder, at the address referred to in the next
sentence.  On or prior to the date
hereof, the Master Collateral Agent has 


 


38

















established a
separate Lockbox for each of the Lessee Grantors and the related Lessor Grantor
to be used exclusively as the Master Collateral Agent’s address as first
lienholder noted on the Certificate of Title, to which each such Lockbox the
Master Collateral Agent shall have sole access at all times except for access
by the Master Servicer and each respective Sub-Servicer permitted hereby.  The Master Collateral Agent shall permit the
Master Servicer and each respective Sub-Servicer, if any, to have access to
each Lockbox at all times until such time as each Beneficiary (other than the
Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and
the QI Beneficiaries) shall have revoked such rights of access to the Lockboxes
in accordance with the terms and conditions of the applicable Financing
Documents.  If less than all of the
Beneficiaries (other than the Receivables Purchaser Beneficiaries, the
Receivables Pledgee Beneficiaries and the QI Beneficiaries) shall have revoked
the rights of the Master Servicer and the Sub-Servicers to access the
Lockboxes, the Master Servicer and the Sub-Servicers shall continue to have
access to the Lockboxes.  Within two (2)
Business Days of the receipt by the Master Collateral Agent of written
direction from each of the Beneficiaries (other than the Receivables Purchaser
Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries)
(a copy of which shall be sent simultaneously to the Master Servicer by each
such Beneficiary) revoking the Master Servicer’s and each Sub-Servicer’s rights
of access to the Lockboxes, the Master Collateral Agent shall take all
reasonable steps (i) to have the locks on the post office boxes constituting
the Lockboxes changed, (ii) to terminate the right of access of the Master
Servicer, each Sub-Servicer, if any, and the Lessee Grantors to the Lockboxes,
(iii) to terminate the ability of the Master Servicer, each Sub-Servicer, if
any, and the Lessee Grantors, and any employee or agent thereof, to pick up
mail addressed to such Lockboxes pursuant to “Caller Service” or any other
program by notifying the appropriate postal service personnel and (iv) if so
directed by all of the Beneficiaries, to cause mail addressed to such Lockboxes
to be forwarded to new Lockboxes to which the Master Servicer will not have access
opened by the Master Collateral Agent in the sole name of the Master Collateral
Agent in New York (the “New Lockboxes”). 
The Master Servicer agrees that following such revocation of the rights
of the Master Servicer and the Sub-Servicers to access the Lockboxes, if all of
the Beneficiaries (other than the Receivables Purchaser Beneficiaries, the
Receivables Pledgee Beneficiaries and the QI Beneficiaries) direct the Master
Collateral Agent to open the New Lockboxes, it will cause all applications submitted
thereafter for Certificates of Title for all Vehicles to list the New Lockboxes
as the address to which such Certificates of Title shall be mailed.


(c)           At the written direction of any
Beneficiary (other than a Receivables Purchaser Beneficiary, the Receivables
Pledgee Beneficiaries and the QI Beneficiaries) (such direction to be
substantially in the form of Exhibit K), if a Custody Revocation Trigger
Event under the Financing Documents relating to such Beneficiary shall occur
and be continuing, the Master Collateral Agent shall 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 such Beneficiary’s
Related Vehicles.  Any such revocation
shall be effective upon receipt of notice from the Master Collateral Agent
thereof by the Master Servicer.  In
connection with any such revocation by any such 


 


39

















Beneficiary, the
Master Servicer, each Sub-Servicer, if any, and each Lessee Grantor holding any
such Certificates of Title shall (A) surrender possession of such Certificates
of Title relating to such Beneficiary’s Related Vehicles, together with all
applications for Certificates of Title relating to such Beneficiary’s Related
Vehicles, to the Master Collateral Agent (or its designee) as promptly as is
reasonably practicable, but in any event (i) within ten (10) Business Days if
at the time of such revocation there are 75,000 or more Certificates of Title relating
to such Beneficiary’s Related Vehicles (including applications for Certificates
of Title) that are required to be delivered in connection with such revocation
or (ii) within  five (5) Business Days if
at the time of such revocation there are 74,999 or fewer Certificates of Title
relating to such Beneficiary’s Related Vehicles (including applications for
Certificates of Title) that are required to be delivered in connection with
such revocation and (B) deliver any additional Certificates of Title relating
to such Beneficiary’s Related Vehicles that are received in the Lockboxes
following such revocation to the Master Collateral Agent (or its designee)
within two (2) Business Days of receipt thereof.


(d)           Reserved.


(e)           After the right of the Master Servicer
to act as custodian has been revoked with respect to a Beneficiary’s Related
Vehicles as described in Section 2.6(c), the Master Collateral Agent or
its agent shall hold the Certificates of Title for each Related Vehicle of such
Beneficiary as custodian on behalf of such Beneficiary and shall comply with
any instructions given to the Master Collateral Agent by such Beneficiary with
respect to such Certificates of Title, including instructions relating to
maintenance and possession of such Certificates of Title and the notation of
the Lien of the Master Collateral Agent. 
In accordance with the provisions of Section 4.1(d), the Master
Collateral Agent may at any time delegate any of its duties relating to
maintenance and possession of the Certificates of Title.  All fees and expenses incurred by the Master
Collateral Agent in transferring such duties and all fees and expenses charged
or incurred by any such designee in performing such services shall be paid by
the Lessee Grantors and Vanguard in the same manner as other costs and expenses
of the Master Collateral Agent are payable by such parties as described in Section
4.8.


SECTION 2.7                 Release
of Collateral.


(a)           (i)            With
respect to any Designated Vehicle, upon receiving the required items specified
in clause (i) or (ii) of Section 2.5(b), and upon
satisfaction of the following conditions precedent immediately prior to the
release of the Master Collateral Agent’s security interest:  (i) such Designated Vehicles satisfy all the
requirements specified in clause (ii) of the definition of “Exchanged Vehicle”,
(ii) no Amortization Event, Liquidation Event of Default or Limited Liquidation
Event of Default has occurred and is continuing under the Financing Documents
of the related Financing Source, and (iii) all conditions precedent, if any,
specified in any Financing Document with respect to the release of the related
Beneficiary’s Lien on such Designated Vehicle have been satisfied, then the
Lien and security interest of the Master Collateral Agent on such a Designated
Vehicle and on any Exchanged Vehicle Repurchase Rights related 


 


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thereto and on any
sales proceeds with respect to Exchanged Vehicles will be automatically
released.


                                                (ii)           With respect to any Relinquished
Vehicle, upon satisfaction of the following conditions precedent immediately
prior to the release of the Master Collateral Agent’s security interest: (i) no
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default has occurred and is continuing under the Financing Documents of the
related Financing Source, and (ii) all conditions precedent, if any, specified
in any Financing Document (including without limitation the related Lessor
Grantor’s Base Indenture) with respect to the release of the related
Beneficiary’s Lien on such Relinquished Vehicle have been satisfied, then the
Lien and security interest of the Master Collateral Agent on such a
Relinquished Vehicle will be automatically released.


(b)           The Master Collateral Agent in
connection with its entry into each Financing Source and Beneficiary
Supplement, by its execution thereof, shall be deemed to have granted and shall
grant to the Master Servicer and each Lessee Grantor a separate power of
attorney with respect to each Beneficiary’s Related Vehicles, with full power
of substitution, to take any and all actions, in the name of the Master
Collateral Agent, (i) to note the Master Collateral Agent as the holder of a
first Lien on the Certificates of Title, and/or otherwise ensure that the first
Lien shown on any and all Certificates of Title (other than (to the extent so
permitted under the Financing Documents of the related Financing Source)
Certificates of Title relating to Vehicles in an Initial Fleet) is in the name
of the Master Collateral Agent, (ii) to release the Master Collateral Agent’s
Lien on any Certificate of Title in connection with the sale or disposition of
the related Vehicle permitted pursuant to the provisions of the Financing
Documents relating to such Vehicle; and (iii) to release the Master Collateral
Agent’s Lien on any Certificate of Title with respect to any Vehicle which is
not a Related Vehicle with respect to any Beneficiary.  Nothing in this Agreement shall be construed
as authorization from the Master Collateral Agent to the Master Servicer or any
Lessee Grantor to release any Lien on the Certificates of Title except upon
compliance with this Agreement and the related Financing Documents.


(c)           Each Beneficiary (other than the
Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and
the QI Beneficiaries) may cause the Master Collateral Agent to terminate the
power of attorney referred to in Section 2.7(b) (including the related
power granted under Section 2.8 or under a Financing Source and
Beneficiary Supplement) with respect to such Beneficiary after the occurrence,
and during the continuance, of a Custody Revocation Trigger Event under the
related Financing Documents by giving written notice (such notice to be substantially
in the form of Exhibit I) to such effect to the Master Servicer,
Vanguard and the Master Collateral Agent. 
In addition, if the right of the Master Servicer to act as custodian for
the Certificates of Title with respect to a Beneficiary’s Related Vehicles
shall be revoked as described in Section 2.6(c), the Master Collateral
Agent shall promptly terminate the power of attorney referred to in Sections
2.7(b) and 2.8 (including the related power granted under a
Financing Source and Beneficiary Supplement) with respect to such 


 


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Beneficiary by
delivering a written notice (such notice to be substantially in the form of Exhibit
L) to such effect to the Master Servicer and Vanguard.  After any such termination, the Master
Collateral Agent shall not release any Lien on such Beneficiary’s Related
Vehicles (at the direction of the Master Servicer or otherwise) unless such
Beneficiary shall consent in writing to such release.


                                The Master Servicer will, upon request
of the Master Collateral Agent, provide the Master Collateral Agent or any
applicable Beneficiary with a list of Vehicles as to which the Lien of the
Master Collateral Agent has been released during the Related Month.  In connection with any release permitted
under this Section 2.7, the Master Collateral Agent and each Beneficiary
agree to execute such further documents, if any, as may be reasonably requested
by the Master Servicer to effect such release.


(d)           With respect to any Vehicle
Repurchase Rights sold to a Receivables Purchaser Beneficiary or pledged to
secure an advance made by a Beneficiary (including, without limitation a QI
Beneficiary or a Receivables Pledgee Beneficiary) or its Related Financing
Source, upon receipt of the full proceeds from such sale or advance, and upon
satisfaction of the conditions precedent to such sale or advance specified in Section
2.3 hereof then the Lien and security interest of the Master Collateral
Agent on such Vehicle Repurchase Rights and all products and proceeds thereof
will be automatically released. 
Notwithstanding the release of the Master Collateral Agent’s lien on
such Vehicle Repurchase Rights and the proceeds thereof, the Master Collateral
Agent shall continue to act as the agent of (x) each Receivables Purchaser
Beneficiary purchasing such Vehicle Repurchase Rights, but solely to the extent
that the proceeds of such Vehicle Repurchase Rights are being deposited into
the Master Collateral Account and (y) each Beneficiary (including, without
limitation a QI Beneficiary or a Receivables Pledgee Beneficiary) to whom such
Vehicle Repurchase Rights have been pledged, with respect to all payments
required to be made pursuant to the Vehicle Repurchase Rights which shall be
deposited in the Master Collateral Account in respect of such Vehicle
Repurchase Rights, and the Master Collateral Agent shall distribute such funds
in accordance with instructions received from the Master Servicer and delivered
in accordance with the terms of this Agreement. The Master Servicer shall
notify the original Beneficiary in respect of Vehicle Repurchase Rights
redesignated upon a sale or pledge of such Vehicle Repurchase Rights if
payments in respect of such redesignated Vehicle Repurchase Rights which are
required to be paid into the Master Collateral Account are not received in the
Master Collateral Account within 100 days of the Due Date for such Vehicle
Repurchase Rights.


SECTION 2.8                 Power
of Attorney.  To further evidence
each power of attorney referred to in Section 2.7, the Master Collateral
Agent agrees that upon request of the Master Servicer it will execute a
separate power of attorney substantially in the form of Exhibit E.


SECTION 2.9                 Notice
of Liquidation Event of Default and Limited Liquidation Event of Default.  Upon the receipt of notice by the Master
Collateral Agent of the occurrence of a Liquidation Event of Default or a
Limited Liquidation Event of 


 


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Default with
respect to a Financing Source and its Related Beneficiary, the Master
Collateral Agent promptly shall forward a copy of such notice to each
Beneficiary.


SECTION 2.10               Additional
Reports.  For so long as the GM
Freeze Agreement shall be in effect and there are any Vehicles eligible under
the GM Freeze Agreement, the Master Servicer, within 10 days following the
commencement of a Freeze Period (as defined in the GM Freeze Agreement), shall
furnish or cause to be furnished to General Motors Corporation, at the address
set forth in the GM Freeze Agreement, a report (which may be on diskette,
magnetic tape or other electronic medium reasonably acceptable to General
Motors Corporation) showing the vehicle identification number and mileage of
each Vehicle eligible under the GM Freeze Agreement as of the first day of such
Freeze Period.


 


ARTICLE II


THE MASTER SERVICER


SECTION 3.1                 Acceptance of Appointment.  Each Financing Source and each Beneficiary
hereby directs the Master Collateral Agent to appoint Vanguard to act as
initial Master Servicer.  The Master
Collateral Agent, acting pursuant to such direction, hereby appoints Vanguard,
and Vanguard hereby agrees to act, as the initial Master Servicer under this
Agreement.


SECTION 3.2                 Master
Servicer Functions.  The Master
Servicer shall (together with the related Sub-Servicers, if any) service and
administer the Vehicles, and without limitation of the foregoing, the Master
Servicer shall: (i) except as provided in the Financing Documents, cause the
Master Collateral Agent to be shown as the first lienholder on all Certificates
of Title (other than (to the extent so permitted under the Financing Documents
of the related Financing Source) Certificates of Title relating to Vehicles in
an Initial Fleet), (ii) in accordance with the requirements of the Financing
Documents related to a Financing Source and as applicable thereunder, designate
Vehicles as Related Vehicles (and, to the extent provided in the related
Financing Documents, Eligible Receivables) on its computer system in accordance
with Sections 2.2 and 2.3 such that after giving effect thereto
each Beneficiary shall have designated to it as Related Vehicles on the
computer records of the Master Servicer all Vehicles that have been purchased,
financed or refinanced with funds provided from the Financing Source or as otherwise
provided in a Financing Source and Beneficiary Supplement with respect to such
Beneficiary, plus all other Vehicles leased under the Related Lease, such that
after giving effect thereto each Beneficiary shall have designated to it
Related Vehicles constituting Eligible Vehicles (and, to the extent provided in
the related Financing Documents, Eligible Receivables and other
eligible collateral)
with a collateral value (as determined under the relevant Financing Documents
relating to the Related Financing Source) not less than the collateral value
required in the Financing Documents of such Beneficiary to support the
outstanding loans or securities issued under such Financing Documents, (iii)
direct payments due under the Manufacturer Programs (to the 


 


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extent not
deposited directly into the Master Collateral Accounts) and, to the extent
required pursuant to Section 2.5(c) hereof, payments with respect to
other Master Collateral to be deposited directly by the Manufacturers and
related auction dealers, for so long as no LKE Reallocation Trigger Event shall
have occurred and be continuing, into the Joint Master Collateral Accounts, and
for so long as an LKE Reallocation Trigger Event shall have occurred and be
continuing, into the Post LKE Reallocation Master Collateral Accounts, in each
case in accordance with this Agreement except payments which are to be
deposited directly to the Group I Collection Account, if any, (iv) deposit, for
so long as no LKE Reallocation Trigger Event shall have occurred and be
continuing, into the Joint Master Collateral Accounts, and for so long as an
LKE Reallocation Trigger Event shall have occurred and be continuing, into the
Post LKE Reallocation Master Collateral Accounts, sale proceeds (including
amounts paid to the Master Servicer by a Manufacturer as a result of the Master
Servicer’s sale of such Vehicle outside such Manufacturer’s Manufacturer
Program) and any other proceeds of the Pledged Master Collateral paid to the Master
Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a
violation of the provisions of Section 3.2(iii) or otherwise), by the
second (2nd) Business Day following the Master Servicer’s or such Lessor
Grantor’s or such Lessee Grantor’s receipt thereof, (v) remit proceeds of the
Vehicle Repurchase Rights comprising the Related Master Collateral of each
Receivables Purchaser Beneficiary paid to the Master Servicer or a Lessor
Grantor or Lessee Grantor (whether as a result of a violation of the provisions
of Section 3.2(iii) or otherwise), by the second (2nd) Business Day
following the Master Servicer’s or such Lessor Grantor’s or such Lessee Grantor’s
receipt thereof, in accordance with the Financing Documents for such
Receivables Purchaser Beneficiary, (vi) remit proceeds of the Vehicle Repurchase
Rights pledged to a QI Beneficiary on behalf of a Master Exchange Lender under
a Master Exchange Financing Agreement or pledged to a Receivable Pledgee
Beneficiary under the Related Financing Documents that are paid to the Master
Servicer or a Lessor Grantor or Lessee Grantor (whether as a result of a
violation of the provisions of Section 3.2(iii) or otherwise), by the
second (2nd) Business Day following the Master Servicer’s or such Lessor
Grantor’s or such Lessee Grantor’s receipt thereof, in accordance with the
Financing Documents related to such QI Beneficiary or Receivables Pledgee
Beneficiary, (vii) to the extent provided under the applicable Financing
Documents, turn in Vehicles owned by the Lessee Grantors and the Lessor
Grantors and covered by Manufacturer Programs to the relevant Manufacturer
within the applicable repurchase period and comply with all of its obligations
under the Manufacturer Programs, (viii) furnish or cause to be furnished the
Master Servicer’s Fleet Report as provided in Section 2.4, (ix) furnish or cause to be furnished the
Master Servicer’s Weekly VIN Report as provided in Section 2.9, (x) furnish or cause to be furnished the
information required by Section 2.10, (xi) instruct the Master
Collateral Agent and the Intermediary, as applicable, to make distributions,
withdrawals and payments from the Master Collateral Accounts in accordance with
Section 2.5(c), 2.5(d), and 2.5(e), and, for so long as no
LKE Reallocation Trigger Event shall have occurred and be continuing, in
accordance with the Master Exchange Agreement, (xii) execute and deliver, for the benefit of
the Beneficiaries, any and all documents with respect to the Vehicles and the
Manufacturer Programs and, to the extent permitted under and in compliance with


 


44

















applicable law and
regulations, to commence enforcement proceedings with respect to such
Manufacturer Programs, (xiii) perform the functions described in Section 2.7,
(xiv) perform the functions of the Exchangor under the Master Exchange
Agreement and the Escrow Agreement, and (xv) otherwise administer and service
Vehicles in accordance with the Financing Documents.  The Master Servicer shall have full power and
authority, acting alone or through any party properly designated by it
hereunder (including, without limitation, the related Sub-Servicers, if any),
to do any and all things in connection with its servicing and administration
duties which it may deem necessary or desirable to accomplish such servicing
and administration duties and which does not materially adversely affect the
interests of any Beneficiary or the likelihood of repayment of the indebtedness
to the Financing Sources unless otherwise prohibited by applicable Financing
Documents.  Nothing in this Agreement
shall at any time prevent the Master Servicer from in good faith taking any
action to assure that its systems and records relating to the Vehicles and the
Financing Sources and Beneficiaries are at all times accurate.


SECTION 3.3                 The
Master Servicer Not to Resign. 
Without the prior written consent of the Master Collateral Agent, each
of the Beneficiaries and the Rating Agencies, the Master Servicer shall not
resign from the obligations and duties imposed on it hereunder.


SECTION 3.4                 Servicing Rights of Master
Collateral Agent.


(a)           If the Master Servicer shall fail to
perform any of its duties or obligations hereunder or under any Financing
Document with respect to any portion of a Beneficiary’s Related Master
Collateral, after written notice thereof to the Master Servicer and the
opportunity to cure such failure for a period of five (5) Business Days, (i)
the Master Collateral Agent, at the direction and at the expense of such
Beneficiary, shall take such action, or cause such action to be taken pursuant
to Section 4.1(d), to perform or cause to be performed such duties or
obligations with respect to such Related Master Collateral as shall be so
directed by such Beneficiary, whereupon the Master Collateral Agent shall have
full right and authority to take or cause to be taken such action so directed
and (ii) if such Beneficiary shall so direct, the Master Servicer’s right and
authority to perform any such duties or act as Master Servicer with respect to
such Beneficiary and its Related Master Collateral shall cease; provided,
in each case, that, such action or direction is permitted by the related
Financing Documents and this Agreement.


(b)           In the event that the Master
Collateral Agent is directed to take any action with respect to the Master
Collateral or perform any obligation of the Master Servicer pursuant to Section
3.4(a), the Master Servicer shall fully cooperate with the Master
Collateral Agent in any way requested by the Master Collateral Agent or the
applicable Beneficiary in order to assist the Master Collateral Agent in taking
any such action or performing any such duty.


 


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SECTION 3.5                 Incumbency
Certificate.  With the delivery of
this Agreement and from time to time thereafter, each of the Lessee Grantors,
each of the Lessor Grantors and the Master Servicer shall furnish to the Master
Collateral Agent a certificate (each, an “Incumbency Certificate”)
certifying as to the incumbency and specimen signatures of officers and
employees of the Lessee Grantors, the Lessor Grantors and the Master Servicer,
respectively (the “Authorized Agents”) authorized to act, and to give
instructions and notices, on behalf of each of the Lessee Grantors, the Lessor
Grantors and the Master Servicer, respectively, hereunder.  Until the Master Collateral Agent receives a
subsequent Incumbency Certificate, the Master Collateral Agent shall be
entitled to rely on the last such Incumbency Certificate delivered to it for
purposes of determining the Authorized Agents.


SECTION 3.6                 Sub-Servicers.  The Master Servicer may delegate to a lessee
under a Lease or another Affiliate of the Master Servicer (each such delegee,
in such capacity, a “Sub-Servicer”) the performance of the Master
Servicer’s obligations as Master Servicer in respect of Master Collateral (but
the Master Servicer shall remain fully liable for its obligations in respect of
such Master Collateral under this Agreement). 
In addition, the Master Servicer may delegate to the Custodian (under
and as defined in the Custody Agreement, dated as of November 30, 2004, by and
between Vanguard and SGS Automotive Services Inc. (as amended, restated,
supplemented or otherwise modified from time to time, the “Custody Agreement”))
the performance of certain of the Master Servicer’s obligations as Master
Servicer in respect of Master Collateral, to the extent specified in the
Custody Agreement (but the Master Servicer shall remain fully liable for its
obligations in respect of such Master Collateral under this Agreement).


SECTION 3.7                 Coding
Procedures Certificate.  With the
delivery of this Agreement and on each April 30 and October 31 thereafter, the
Master Servicer shall furnish to the Master Collateral Agent a certificate (each,
a “Coding Procedures Certificate”) describing the procedures used by the
Master Servicer to identify the Related Vehicles with respect to each
Beneficiary (other than the Receivables Purchaser Beneficiaries, the
Receivables Pledgee Beneficiaries and the QI 


 


46

















Beneficiaries) on
its computer system and certifying that the procedures described therein are
accurate in all material respects as of the date of such certificate.  The most recently delivered Coding Procedures
Certificate shall be deemed to update and amend Exhibit J hereto.  The Master Servicer may change the procedures
utilized by it to identify the Related Vehicles with respect to each
Beneficiary (other than the Receivables Purchaser Beneficiaries, the
Receivables Pledgee Beneficiaries and the QI Beneficiaries) on its computer
system from time to time in its sole discretion so long as such changes would
not cause the Master Servicer to be unable to correctly identify the Related
Vehicles with respect to each Beneficiary (other than the Receivables Purchaser
Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries);
provided that within fifteen (15) Business Days of making any change to
such procedures which in the Master Servicer’s sole discretion is deemed to be
material, the Master Servicer shall deliver an updated Coding Procedures
Certificate incorporating such changes to each of the Beneficiaries (other than
the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries
and the QI Beneficiaries), the Financing Sources, the Lessee Grantors, the
Lessor Grantors and the Master Collateral Agent.  Notwithstanding the provisions of Section
5.1, any such change to the procedures shall not require the consent of any
Beneficiary, any Financing Source, any Lessee Grantor, any Lessor Grantor or
the Master Collateral Agent or require any confirmation from any of the Rating
Agencies.


ARTICLE III


THE MASTER
COLLATERAL AGENT


SECTION 4.1                 Appointment.  (a) 
Each Financing Source and each Beneficiary, by its execution of this
Agreement, appoints the Master Collateral Agent as its Master Collateral Agent
under and for purposes of this Agreement. 
Each Financing Source and each Beneficiary authorizes the Master
Collateral Agent to act on behalf of such Financing Source and Beneficiary
under this Agreement and, in the absence of other written instructions from a
Beneficiary with respect to its Related Vehicles and/or Related Master
Collateral as may be received from time to time by the Master Collateral Agent
(with respect to which the Master Collateral Agent agrees that it will comply),
subject to the other provisions of this Article IV, to exercise such
powers hereunder as are specifically delegated to or required of the Master
Collateral Agent by the terms hereof and to exercise such powers as are
provided to each Financing Source and Beneficiary with respect to its Related
Vehicles and/or other Related Master Collateral under the related Financing
Documents and with such powers as may be reasonably incidental thereto; provided
that to the extent any Financing Source or Related Beneficiary appoints a
Beneficiary Agent to perform any of the duties of the Master Collateral Agent
hereunder with respect to its Related Vehicles or Related Master Collateral,
the Master Collateral Agent shall have no obligation to perform, and shall have
no liability in respect of, such duties with respect to the Related Vehicles or
Related Master Collateral, or, to the extent such duties include the disposition
of the Related Vehicles, with respect to custody of the Certificates of Title
in respect thereto, with respect to such Financing Source and such Related
Beneficiary; provided, however, that the Master Collateral Agent
shall fully cooperate with such Beneficiary Agent in any way reasonably
requested by such Beneficiary Agent or such Beneficiary in order to assist such
Beneficiary Agent in performing any such duty (including, without limitation,
granting such Beneficiary Agent a separate power of attorney with respect to
such duties, substantially in the form of Exhibit E).  In addition, the Master Collateral Agent
shall not be liable for any acts or omissions of such Beneficiary Agent in
connection with this Agreement or any power of attorney delivered pursuant
hereto.  The Master Collateral Agent is
hereby irrevocably appointed the true and lawful attorney-in-fact of each of
the Beneficiaries, in its name and stead, for such purposes as are necessary or
desirable to effectuate the provisions of this Agreement, including, without
limitation, in exercising remedies upon or otherwise dealing with the Master
Collateral.  Each such power of attorney
is irrevocable and coupled with an interest. 
The Master Collateral Agent may transfer any such power of attorney in
connection with any delegation of its duties pursuant to Section 4.1(d).


 


47

















 


(b)           If any Beneficiary represents to the
Master Collateral Agent that it has the right to act with respect to its Related
Master Collateral pursuant to its related Financing Documents, then the Master
Collateral Agent may conclusively rely upon such representation and shall
exercise any and all rights, remedies, powers and privileges available to such
Beneficiary with respect to its Related Master Collateral to the extent
and in the manner directed by such Beneficiary, at such Beneficiary’s expense
and subject to the other provisions of this Agreement (including without
limitation Section 4.4(g)), as permitted under the related Financing
Documents, including, without limitation, the transmission of notices of
default, repossession and sale of Related Vehicles, and the institution of
legal or administrative actions or proceedings. 
Each of the Lessee Grantors, the Lessor Grantors, the Beneficiaries and
the Financing Sources agrees that the Master Collateral Agent may exercise such
rights, remedies, powers and privileges in lieu of a Beneficiary in accordance
with the preceding sentence and agrees that the appropriate Lessee Grantor or
the appropriate Lessor Grantor shall reimburse the Master Collateral Agent for
such enforcement expenses only to the same extent that it would be obligated to
reimburse the applicable Beneficiary for such enforcement expenses pursuant to
the related Financing Documents.


(c)           Instructions given to the Master
Collateral Agent by any Beneficiary shall comply (and delivery of any such
instructions by a Beneficiary to the Master Collateral Agent shall be deemed to
be a representation and warranty by such Beneficiary that such instructions
comply) with the Financing Documents of such Beneficiary.


(d)           The Master Collateral Agent may at
any time delegate any duties or obligations hereunder (including, but not
limited to, any duties or obligations arising pursuant to Section 2.6(b),
2.6(c), 3.4, 4.1(a) or 4.1(b)) to any Person (i)
satisfying the requirements of Section 4.6 or (ii) approved by each
Beneficiary (or, in the case where a Beneficiary has individual rights and
remedies, approved by the applicable Beneficiary or Beneficiaries), in either
case who agrees to conduct such duties in accordance with the terms hereof; provided
that any delegation of duties or obligations of the Master Collateral Agent
provided for in Section 2.6(b) or 2.6(c) shall require the
consent of each Beneficiary (or, in the case where a Beneficiary has individual
rights and remedies, approved by the applicable Beneficiary or Beneficiaries)
(such consent not to be unreasonably withheld). 
For the avoidance of doubt, no Beneficiary may consent to, or approve
of, any such delegation with respect to the Related Master Collateral of any
other Beneficiary.  Any such delegation
shall not constitute a resignation within the meaning of Section 4.5,
and the Master Collateral Agent shall not be liable for the acts or omissions
of such Persons so long as such Persons are selected by the Master Collateral
Agent with reasonable care; provided that in any case where such
delegation is made at the direction of each Beneficiary (or, in the case where
a Beneficiary has individual rights and remedies, the applicable Beneficiary),
the Master Collateral Agent shall have no liability with respect to the
selection of such Persons (including the selection of Vanguard as Master
Servicer hereunder).  If any such
delegation occurs, notification thereof shall be given to the Master Servicer,
the Beneficiaries and the Rating Agencies.


 


48

















 


(e)           If, at any time when a Default exists
under the Financing Documents related to a Beneficiary, the Master Collateral
Agent shall default in its obligation to exercise, or such Beneficiary and the
Master Collateral Agent shall be unable to agree on indemnity or reimbursement
arrangements with respect to the exercise of, the rights, remedies, powers or
privileges of such Beneficiary with respect to its Related Master Collateral in
accordance with the direction of such Beneficiary (including any rights under Sections
2.6, 3.4 or 4.1(b)), the Master Collateral Agent shall, upon
the written request of such Beneficiary, assign to such Beneficiary the Master
Collateral Agent’s security interest in, and all of its other rights hereunder
relating to, the Related Master Collateral of such Beneficiary and shall, in
the case of a default by the Master Collateral Agent, at the Master Collateral
Agent’s expense, and, in any other event, at the expense of such Beneficiary,
execute those instruments and documents necessary to effectuate such assignment
(including, if necessary, the execution of documents necessary to change the
name of the first lienholder on Certificates of Title for such Beneficiary’s
Related Vehicles to such Beneficiary or its agent or assignee) and such
Beneficiary may thereafter direct that payments that would otherwise be paid into
the Master Collateral Accounts with respect to its Related Vehicles, Eligible
Receivables or Vehicle Repurchase Rights be paid to another account permitted
by the applicable Financing Documents.


(f)            The Master Collateral Agent, in its
individual capacity or in any other capacity, may be a Beneficiary hereunder
and as such shall be entitled to all of the protections and rights of a
Beneficiary under this Agreement without regard to its capacity as Master
Collateral Agent hereunder.


(g)           Upon receipt by the Master Collateral
Agent from a Manufacturer of any information pertaining to payments made by
such Manufacturer or an auction dealer to the Master Collateral Accounts in
connection with any Manufacturer Program, the Master Collateral Agent shall
promptly provide such information to the Master Servicer.


(h)           On the date hereof, certain
Beneficiaries have requested and directed that certain duties relating to the
Related Master Collateral of such Beneficiaries be performed by Remarketing
Services of America, Inc. (the “Disposition Agent”).  Either (i) upon the occurrence of a Limited
Liquidation Event of Default or a Liquidation Event of Default under the
Financing Documents relating to a Beneficiary, or (ii) subject to the
satisfaction of the Rating Agency Confirmation Condition with respect to each
affected Series of Notes, upon the occurrence of any event described under clauses
(i), (ii), (iii) or (iv) of Section 4.04(e) of
the Disposition Agent Agreement prior to the occurrence of a Limited
Liquidation Event of Default or a Liquidation Event of Default under the
Financing Documents relating to a Beneficiary that is a party to the
Disposition Agent Agreement, such Beneficiary may direct that certain specified
duties or obligations hereunder or under such Financing Documents relating to
its Related Master Collateral be delegated by the Master Collateral Agent to
one or more designees or disposition agents specified by such Beneficiary, and
the Master Collateral Agent shall delegate such duties in accordance with such
direction.  In addition, upon the
occurrence of a Limited 


 


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Liquidation Event
of Default or a Liquidation Event of Default under the Financing Documents
relating to a Beneficiary that is a party to the Disposition Agent Agreement,
such Beneficiary, as a Specified Beneficiary under the Disposition Agent
Agreement, may direct that certain specified duties or obligations under such
Disposition Agent Agreement be delegated by the Disposition Agent to designees
or other disposition agents specified by such Beneficiary.  The Master Collateral Agent shall fully
cooperate with such Beneficiary and with any such designees or disposition
agents in any way reasonably requested by any such designee or agent or such
Beneficiary in order to assist any such designee or disposition agent in
performing the duties and obligations of such designee or disposition agent
hereunder or under the Disposition Agent Agreement.  For the avoidance of doubt, no Beneficiary
may direct any such delegation with respect to the Related Master Collateral of
any other Beneficiary.  Any such
delegation shall not constitute a resignation or removal within the meaning of Section
4.5, and the Master Collateral Agent shall not be liable for the acts of
such Persons.  All fees and expenses
incurred by the Master Collateral Agent in transferring such duties and all
fees and expenses charged or incurred by any such designee or disposition agent
in performing such services shall be paid by the Lessee Grantors and Vanguard
in the same manner as other costs and expenses of the Master Collateral Agent
are payable by such parties as described in Section 4.8.


SECTION 4.2                 Representations.  The Master Collateral Agent hereby represents
and warrants that (i) it is a national banking association, duly organized,
validly existing and in good standing under the laws of the United States and
it has all requisite power and authority to enter into and perform its
obligations under this Agreement and (ii) the execution, delivery and
performance by it of this Agreement have been duly authorized by all necessary
corporate action on its part, and this Agreement is the legal, valid and
binding obligation of the Master Collateral Agent, enforceable against it in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, moratorium or similar laws affecting
creditors’ rights generally and by the application of equitable principles.


SECTION 4.3                 Exculpatory
Provisions.  The Master Collateral
Agent makes no representations as to the value or condition of the Master
Collateral or any part thereof, as to the status or designation of any Vehicle
as a Related Vehicle to any Beneficiary pursuant to Section 2.2, as to
the title of any of the Lessee Grantors or any of the Lessor Grantors thereto,
as to the protection afforded by this Agreement, as to any statements,
representations or warranties made by any Person (other than itself) in or in
connection with this Agreement or any Financing Document, as to the validity,
execution (except its own execution), enforceability (except enforceability
against itself), priority, perfection, legality or sufficiency of this
Agreement or any Financing Document or any documents or instruments referred to
herein or therein, or the sufficiency or effectiveness or perfection or
priority of any Lien on any collateral described in this Agreement, or as to
the validity or collectibility of any obligation contemplated by this
Agreement, and the Master Collateral Agent shall incur no liability or
responsibility in respect of any such matters. 
The Master Collateral Agent shall not be responsible for insuring the
Master 


 


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Collateral or for
the payment of taxes, charges, assessments or Liens upon the Master Collateral
or for perfecting or maintaining the perfection of its security interest in the
Master Collateral purported to be granted hereby or otherwise as to the
maintenance of the Master Collateral. 
Any reference herein to actual knowledge of the Master Collateral Agent
shall mean actual knowledge of an officer of the Master Collateral Agent
assigned to and working in its Corporate Trust Office or such other department
as the Master Collateral Agent may designate from time to time in a notice to
the Master Servicer, each of the Lessee Grantors, the Lessor Grantors and the
Beneficiaries.


SECTION 4.4                 Limitations
on Duties of the Master Collateral Agent. 
(a)  The Master Collateral Agent
undertakes to perform only the duties expressly set forth herein and no implied
duties shall be read into this Agreement. 
Nothing herein shall be deemed to constitute the Master Collateral Agent
a trustee or fiduciary for any Financing Source or any Beneficiary.


(b)           The Master Collateral Agent may
exercise the rights and powers granted to it by this Agreement, together with
such powers as are reasonably incidental thereto, but only pursuant to the
terms of this Agreement.


(c)           The Master Collateral Agent’s duty of
care shall be solely to deal with the Master Collateral as it would deal with
property of its own, and the Master Collateral Agent shall not be liable for
any error of judgment made in good faith by an officer thereof, or for any
action taken or omitted to be taken by it in accordance with this Agreement,
except to the extent caused by the gross negligence or willful misconduct of
the Master Collateral Agent.


(d)           The Master Collateral Agent shall
have no authority to grant, convey or assign the Certificates of Title or change
the notation of a security interest thereon or deal with the Certificates of
Title in any way except as expressly provided herein.


(e)           The Master Collateral Agent shall
have no liability or responsibility for (i) any release of Master Collateral by
the Master Servicer pursuant to Section 2.7, (ii) any act of the Master
Servicer taken in its own name or the name of the Master Collateral Agent, or
(iii) custody of any Certificates of Title not delivered to it or not received
in a Lockbox after the revocation of the Master Servicer’s access to the
Lockboxes and required to be held by it in connection with this Agreement.


(f)            The Master Collateral Agent shall
have no duty to calculate, compute or verify, and shall not be held in any
manner responsible for the content of the Master Servicer’s Fleet Report,
except to verify that the certificate filed therewith conforms to the form of Exhibit
C.


(g)           Except as required by the specific
terms of this Agreement, the Master Collateral Agent shall not be required to exercise
any discretion and shall have no duty to exercise or to refrain from exercising
any right, power, remedy or privilege 


 


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granted to it
hereby, or to take any affirmative action or refrain from taking any
affirmative action hereunder, unless directed to do so by Beneficiaries
specified herein as being entitled to direct the Master Collateral Agent
hereunder (and shall be fully protected in acting or refraining from acting
pursuant to or in accordance with such directions, which shall be binding on
each of the Financing Sources and Beneficiaries).  Notwithstanding anything herein to the
contrary, the Master Collateral Agent shall not be required to take any action
(a) that in its reasonable opinion is or may be contrary to law or to the terms
of this Agreement, any Financing Document or any other agreement or instrument
relating to the Master Collateral, or (b) which might or would in its
reasonable opinion subject it or any of its directors, officers, employees or
agents to personal or financial liability unless it is indemnified hereunder to
its satisfaction (and if any indemnity should become, in the determination of
the Master Collateral Agent, inadequate, the Master Collateral Agent may call
for additional indemnity and cease to act until such additional indemnity is
given).


(h)           Subject to Section 4.8(y), the
Master Collateral Agent may, in its sole discretion, retain counsel,
independent accountants and other experts selected by it and may act in reliance
upon the advice of such counsel, independent accountants and other experts
concerning all matters pertaining to the agencies hereby created and its duties
hereunder, and shall be held harmless and shall not be liable for any action
taken or omitted to be taken by it in good faith in reliance upon or in
accordance with the statements and advice of such counsel (or counsel to
Vanguard, any of the Lessee Grantors or Lessor Grantors), accountants and other
experts.


(i)            In the event that the Master Collateral
Agent receives conflicting instructions delivered in accordance with this
Agreement, the Master Collateral Agent shall have the right to seek
instructions concerning its duties and actions under this Agreement from any
court of competent jurisdiction, unless such conflict relates to a Reassignment
Claim, in which case such conflict shall be resolved in accordance with Section
2.2.  If the Master Collateral Agent
receives unclear or conflicting instructions, it shall be entitled to refrain
from taking action until clear or non-conflicting instructions are received,
but shall inform the instructing party or parties promptly of its decision to
refrain from taking such action, unless such conflict relates to a Reassignment
Claim, in which case such conflict shall be resolved in accordance with Section
2.2.  Without limiting the foregoing,
in the event that the Master Collateral Agent receives unclear or conflicting
instructions from Beneficiaries hereunder or there is any other disagreement
between the other parties hereto resulting in adverse claims and demands being
made in connection with all or part of the Master Collateral or, in the event
that the Master Collateral Agent in good faith is in doubt as to what action it
should take hereunder, the Master Collateral Agent shall be entitled to retain
the disputed Master Collateral until the Master Collateral Agent shall have
received (i) a final order of a court of competent jurisdiction directing
delivery of such Master Collateral or (ii) a written agreement executed by the
disputing parties directing delivery of such Master Collateral in which event
the Master Collateral Agent shall disburse such Master Collateral in accordance
with such order or agreement, unless such disagreement relates to a
Reassignment Claim, 


 


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in which case such
conflict shall be resolved in accordance with Section 2.2.  Upon request of the Master Collateral Agent,
any such court order shall be accompanied by a legal opinion by counsel for the
presenting party satisfactory to the Master Collateral Agent to the effect that
such order is final.  Expenses incurred
by the Master Collateral Agent under this paragraph shall be reimbursed
pursuant to Section 4.8.


(j)            The Master Collateral Agent shall
not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement, any
Financing Document or any other agreements or instruments relating to the
Master Collateral on the part of any party hereto or thereto or to inspect any
books and records relating to the Master Collateral other than as it determines
necessary in the fulfillment of its own obligations hereunder.  The Master Collateral Agent may conclusively
rely on the designation of Related Vehicles on the Master Servicer’s computer
system as reported in the most recent Designation Report unless it has received
a Reassignment Claim pursuant to Section 2.2 or a Redesignation Report
pursuant to Section 2.3.


(k)           The Master Collateral Agent shall be
entitled to rely on any communication, certificate, instrument, opinion,
report, notice, paper or other document reasonably believed by it to be genuine
and correct and to have been signed, given or sent by the proper Person or Persons.  The Master Collateral Agent shall be entitled
to assume that no Default shall have occurred and be continuing and that the
Master Collateral Accounts, and any funds on deposit in or to the credit of
such Master Collateral Accounts, are not subject to any writ, order, judgment,
warrant of attachment, execution or similar process (collectively, a “writ”),
unless (i) in the case of any writ, the Master Collateral Agent has actual
knowledge thereof or (ii) the Master Collateral Agent has received written notice
from the Master Servicer, any of the Lessor Grantors, any of the Lessee
Grantors, a Beneficiary or a Financing Source that such a Default has occurred
or such writ has been issued and, in each case, continues to be in effect,
which notice specifies the nature thereof.


(l)            The Master Collateral Agent, in its
individual capacity, may accept deposits from, lend money to and generally
engage in any kind of business with the Master Servicer, any of the Lessor
Grantors, any of the Lessee Grantors, any Financing Source, any
Receivables Purchaser Beneficiary, any QI Beneficiary, any Receivables Pledgee Beneficiary, any Manufacturer and their respective
Affiliates as if it were not the agent of the Beneficiaries or the Financing
Sources.


(m)          Any action or proceeding alleging any
breach by the Master Collateral Agent of duties under this Agreement shall be
prosecuted only in the courts of the State of New York, sitting in New York
County or in the United States District Court for the Southern District of New
York.


(n)           The Master Collateral Agent shall not
be accountable for the use or application by any person of disbursements
properly made by the Master Collateral Agent in conformity with the provisions
of this Agreement.


 


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(o)           The Master Collateral Agent may
exercise any of its duties hereunder by or through agents or employees.  The possession of the Master Collateral by
such agents or employees shall be deemed to be the possession of the Master
Collateral Agent.  No provision of this
Agreement shall require the Master Collateral Agent to expend or risk its own
funds or otherwise incur any financial or other liability in the performance of
any duties hereunder or in the exercise of any rights and powers hereunder
unless the Master Collateral Agent is provided with an indemnity from one or
more of the Beneficiaries or other Persons, satisfactory to the Master
Collateral Agent in its sole discretion.


(p)           The Master Collateral Agent shall
have no duty to calculate, compute or verify, and shall not be held in any
manner responsible for the content of the Master Servicer’s Weekly VIN Report,
except to verify that the certificate filed therewith conforms to the form of Exhibit
H.


(q)           The Master Collateral Agent shall
have no duty to review for accuracy, and shall not be held in any manner
responsible for the content or form of, the Coding Procedures Certificate.


(r)            The Master Collateral Agent shall
have no duty to review for accuracy, and shall not be held in any manner
responsible for the content or form of, the Redesignation Report.


SECTION 4.5                 Resignation
and Removal of Master Collateral Agent. 
(a)  The Master Collateral Agent
may, at any time with or without cause by giving sixty (60) days’ prior written
notice to the Master Servicer, each of the Lessor Grantors, each of the Lessee
Grantors and the Beneficiaries, resign and be discharged of its
responsibilities hereunder created, such resignation to become effective upon
the appointment by the Master Servicer and the Lessor Grantors of a successor
Master Collateral Agent with the approval of each Beneficiary, which approval
shall not be unreasonably withheld, and the acceptance of such appointment by
such successor Master Collateral Agent.  The
Master Servicer shall, promptly upon receipt of such notice from the Master
Collateral Agent, provide a copy of such notice to each Rating Agency.  The Master Collateral Agent may be removed by
the Master Servicer or any of the Lessor Grantors at any time (with or without
cause) upon thirty (30) days’ written notice by the Master Servicer or any of
the Lessor Grantors, as the case may be, to the Master Collateral Agent and
each of the Rating Agencies, and the approval by each Beneficiary of the
successor Master Collateral Agent appointed by the Master Servicer and the
Lessor Grantors; provided, however, that if either the Master
Servicer or any of the Lessor Grantors is in default (beyond all applicable
grace and cure periods) under this Agreement or any Financing Document, then so
long as such default continues, the right of the Master Servicer and the Lessor
Grantors to remove the Master Collateral Agent shall cease and then the Master
Collateral Agent may be removed (with or without cause) at the direction of
100% of the Beneficiaries upon thirty (30) days’ written notice to the Master
Servicer, each of the Lessor Grantors, each of the Lessee Grantors, the Master
Collateral Agent and each of the Rating Agencies; provided, further,
that no removal of 


 


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the Master
Collateral Agent shall be effective until the appointment of a successor Master
Collateral Agent selected and approved by 100% of the Beneficiaries and
acceptance of such appointment by such Master Collateral Agent.  Any removed Master Collateral Agent shall be
entitled to its reasonable fees and expenses to the date the successor Master
Collateral Agent assumes the Master Collateral Agent’s duties hereunder.  The indemnification of Section 4.10
shall survive the termination of the other provisions of this Agreement as to
the predecessor Master Collateral Agent. 
If no successor Master Collateral Agent shall be appointed and approved
within thirty (30) days from the date of the giving of the aforesaid notice of
resignation or within thirty (30) days from the date of such notice of removal,
the Master Collateral Agent, on behalf of the Master Servicer, each of the
Lessor Grantors, each of the Lessee Grantors, each Financing Source and each
Beneficiary may appoint, or petition a court of competent jurisdiction to
appoint, a successor Master Collateral Agent to act until such time, if any, as
a successor Master Collateral Agent shall be appointed as above provided.  Any successor Master Collateral Agent so
appointed by such court shall immediately upon its acceptance of such
appointment without further act supersede any predecessor Master Collateral
Agent.  Upon the appointment of a
successor Master Collateral Agent hereunder and its acceptance of such
appointment, the predecessor Master Collateral Agent shall be discharged of and
from any and all further obligations arising in connection with this Agreement.


(b)           The appointment, designation and
acceptance referred to in paragraph (a) shall, after any required filing, be full evidence of
the right and authority to make the same and of all the facts therein recited,
and this Agreement shall vest in such successor Master Collateral Agent,
without any further act, deed or conveyance, all of the estate and title of its
predecessors and upon such filing for record the successor Master Collateral
Agent shall become fully vested with all the estates, properties, rights,
powers, duties, authority and title of its predecessors; but any predecessor
Master Collateral Agent shall nevertheless, on payment of its charges and on
the written request of the Beneficiaries, the Master Servicer, any of the
Lessor Grantors, any of the Lessee Grantors or any successor Master Collateral
Agent empowered to act as such at the time any such request is made, execute and
deliver an instrument without recourse or representation transferring to such
successor all the estates, properties, rights, powers (including any powers of
attorney), duties, authority and title of such predecessor hereunder and shall
deliver all securities and moneys held by it to such successor Master
Collateral Agent.  Upon the appointment
of a successor Master Collateral Agent hereunder, the predecessor Master
Collateral Agent shall be discharged of and from any and all further
obligations arising in connection with this Agreement; provided, however,
that the predecessor Master Collateral Agent will serve as nominee lienholder
for the successor Master Collateral Agent.


SECTION 4.6                 Qualification
of Successors to Master Collateral Agent.  
Every successor to the Master Collateral Agent appointed pursuant to Section
4.5 shall be a bank or trust company in good standing and having power so
to act and incorporated under the laws of the United States or any State
thereof or the District of Columbia, and 


 


55

















shall also have
capital, surplus and undivided profits of not less than $100,000,000, if there
be such an institution with such capital, surplus and undivided profits
willing, qualified and able to accept the trust upon reasonable or customary
terms.  The Master Servicer shall give
the Rating Agencies written notice prior to any successor Master Collateral
Agent being appointed pursuant to Section 4.5.


SECTION 4.7                 Merger
of the Master Collateral Agent.  Any
corporation into which the Master Collateral Agent may be merged, or with which
it may be converted or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Master Collateral Agent, shall
be a party shall be the Master Collateral Agent under this Agreement without
the execution or filing of any paper or any further act on the part of the
parties hereto.  The Master Collateral
Agent shall give the Rating Agencies, the Master Servicer, each of the Lessor
Grantors, each of the Lessee Grantors, each Receivables Purchaser Beneficiary,
each QI Beneficiary, each Receivables Pledgee Beneficiary and the Master
Servicer prior written notice of any such merger, conversion or consolidation.


SECTION 4.8                 Compensation
and Expenses.   Each Lessee Grantor,
severally (and to the extent not paid by a Lessee Grantor, Vanguard), (i) with
respect to any Related Master Collateral as to which it is Grantor and (ii)
with respect to any Related Master Collateral as to which a Lessor Grantor is
Grantor if such Master Collateral relates to a Related Vehicle leased by such
Lessee Grantor from such Lessor Grantor, shall pay to the Master Collateral
Agent, from time to time (x) compensation for its services hereunder for
administering the Master Collateral as set forth in the fee letter dated as of
October 14, 2003, between Vanguard Car Rental USA Inc. and the Master
Collateral Agent, as such letter may be amended, modified or supplemented from
time to time, and (y) all reasonable out-of-pocket costs and expenses of the
Master Collateral Agent (including reasonable fees and expenses of counsel) (A)
arising in connection with the preparation, execution, delivery, or
modification of this Agreement and any agreements related hereto and/or the
enforcement of any of the provisions hereof or thereof or (B) incurred in
connection with the administration of the Master Collateral, the sale or other
disposition of Master Collateral pursuant to any Financing Document and/or the
preservation, protection or defense of the Master Collateral Agent’s rights
under this Agreement and in and to the Master Collateral.


SECTION 4.9                 Stamp,
Other Similar Taxes and Filing Fees. 
Each Lessee Grantor, severally (and to the extent not paid by a Lessee
Grantor, Vanguard), (i) with respect to any Related Master Collateral as to
which it is Grantor and (ii) with respect to any Related Master Collateral as
to which a Lessor Grantor is Grantor if such Master Collateral relates to a
Related Vehicle leased by such Lessee Grantor from such Lessor Grantor, shall
indemnify and hold harmless the Master Collateral Agent 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 Agreement or any Master Collateral.
Each Lessee Grantor, severally (and to the extent not paid by a Lessee Grantor,
Vanguard), (i) with respect to any Related Master Collateral as to which it is
Grantor and (ii) with respect to any 


 


56

















Related Master
Collateral as to which a Lessor Grantor is Grantor if such Master Collateral
relates to a Related Vehicle leased by such Lessee Grantor from such Lessor
Grantor, shall pay, or reimburse the Master Collateral Agent for, any and all
amounts in respect of, all search, filing, recording and registration fees,
taxes, excise taxes and other similar imposts payable in respect of the
execution, delivery, performance and/or enforcement of this Agreement.


SECTION 4.10               Indemnification.  (a) 
Each Lessee Grantor, severally (and to the extent not paid by a Lessee
Grantor, Vanguard), (i) with respect to any Related Master Collateral as to
which it is Grantor and (ii) with respect to any Related Master Collateral as
to which a Lessor Grantor is Grantor if such Master Collateral relates to a
Related Vehicle leased by such Lessee Grantor from such Lessor Grantor, shall
pay, and indemnify and hold the Master Collateral Agent and each of the
officers, employees, directors and agents thereof harmless from and against,
any and all liabilities (including liabilities for penalties and liabilities
arising or resulting from actions or suits), obligations, losses, judgments,
demands, damages, claims, costs or expenses of any kind or nature whatsoever
that may at any time be imposed on, incurred by, or asserted against, the
Master Collateral Agent or any such officers, employees, directors or agents in
any way relating to or arising out of the execution, delivery, amendment,
enforcement, performance and/or administration of this Agreement (and any
agreements related thereto including, without limitation, the Assignment
Agreements and any disposition agent agreement), including reasonable fees and
expenses of counsel and other experts, and shall reimburse each Beneficiary for
any payments made by such Beneficiary to the Master Collateral Agent or any
such officers, employees, directors or agents for any of the foregoing provided
that such payments were permitted to be made by such Beneficiary under the
related Financing Documents; provided, however, that, except as
may be otherwise mutually agreed, none of any Lessee Grantor or Vanguard shall
be liable for the payment of any portion of such liabilities (including
liabilities for penalties and liabilities arising or resulting from actions or
suits), obligations, losses, judgments, demands, damages, claims, costs or
expenses of the Master Collateral Agent or any such officers, employees,
directors or agents which are determined by a court of competent jurisdiction
in a final proceeding to have resulted from the gross negligence or willful
misconduct of the Master Collateral Agent or any such agent.


(b)           Each of the Beneficiaries agrees in
accordance with its pro rata portion of the Master Collateral, to indemnify and
hold the Master Collateral Agent and each of its officers, employees, directors
and agents harmless to the same extent as the Lessee Grantors (and to the
extent not paid by a Lessee Grantor, Vanguard) in accordance with the foregoing
paragraph but only to the extent that the Master Collateral Agent has not been
paid by the Lessee Grantors (and to the extent not paid by a Lessee Grantor,
Vanguard) pursuant to such paragraph; provided that the applicable
Trustee’s obligation to indemnify the Master Collateral Agent shall be limited
to actions taken by the Master Collateral Agent at the direction of such
Trustee under the related Lessor Grantor Base Indenture, it being understood
that the indemnification obligation of such 


 


57

















Trustee shall be
paid solely out of funds constituting servicing fees under such Lessor Grantor
Base Indenture and the related Series Supplements.


ARTICLE
II


MISCELLANEOUS


SECTION 5.1                 Amendments,
Supplements and Waivers.  This
Agreement may be amended, waived, terminated, supplemented or otherwise
modified pursuant to a writing executed by the Master Collateral Agent, each
Beneficiary, each Financing Source, each of the Lessor Grantors, each of the
Lessee Grantors and the Master Servicer; provided, however, that
(i) the consent of each Beneficiary and each Financing Source need not be
obtained in connection with the execution of a supplement or amendment that
only adds a Financing Source or Beneficiary as a party to this Agreement, (ii)
an amendment or supplement that does not affect the Related Master Collateral
of a Beneficiary or the rights of such Beneficiary may be executed without the
consent of such Beneficiary and the related Financing Source, if any (as evidenced by an Officer’s Certificate
of the Master Servicer), (iii) amendments or supplements entered into in
connection with the execution of an Exchange Agreement will not require the
consent of any Financing Source or any Beneficiary, but will be subject to such
consents and/or Rating Agency confirmations as may be required under each such
Financing Source’s and such Beneficiary’s related Financing Documents, (iv)
amendments or supplements entered into in connection with the Master Exchange
Agreement will not require the consent of any Financing Source or any
Beneficiary, but will be subject to such consents and/or Rating Agency
confirmations as may be required under each such Financing Source’s and such
Beneficiary’s related Financing Documents, and (v) an amendment may be executed
without the consent of a Beneficiary or a Financing Source if such amendment is
effected only to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein or which is
otherwise defective, or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or any other applicable Financing Document of such
Financing Source; provided, such action pursuant to this clause (v)
shall not adversely affect the interests of a Beneficiary or a Financing Source
in any material respect.  Additional
Financing Sources or Beneficiaries may from time to time become parties hereto
and Financing Sources or Beneficiaries hereunder by the execution of a
Financing Source and Beneficiary Supplement by such additional Financing Source
or Beneficiary, the Master Collateral Agent, the Master Servicer, each of the
Lessor Grantors and each of the Lessee Grantors.  Additional Receivables Purchaser
Beneficiaries may from time to time become parties hereto and Receivables
Purchaser Beneficiaries hereunder by the execution of a Beneficiary Supplement
by such additional Receivables Purchaser Beneficiary, the Master Collateral
Agent, the Master Servicer, each of the Lessor Grantors and each of the Lessee
Grantors.  Additional Lessee Grantors and additional Lessor
Grantors may from time to time become parties hereto by the execution and
delivery of a Grantor Supplement by such additional Lessee Grantor or Lessor
Grantor, 


 


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as the case may
be, the Master Collateral Agent, the Master Servicer and each of the Lessor
Grantors; provided that, the Rating Agency Confirmation Condition with
respect to each affected Series of Notes shall have been satisfied.  The Master Servicer shall give the Rating
Agencies and the Disposition Agent prior written notice of any amendment,
supplement, waiver or modification of this Agreement.  Upon execution of a Financing Source and
Beneficiary Supplement, a Beneficiary Supplement or a Grantor Supplement, the Master
Servicer shall furnish a copy thereof to the other parties hereto.


SECTION 5.2                 Notices.  All notices, amendments, waivers, consents
and other communications provided to any party hereto under this Agreement
shall be in writing and addressed, delivered or transmitted to such party at
its address or facsimile number set forth in clauses  (a), (b)
(c) or (d) below or at such other address or facsimile number as
may be designated by such party in a notice to the other parties.  Any notice, if mailed by certified or
registered mail and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given
when received; any notice, if transmitted by facsimile, shall be deemed given
when transmitted upon receipt of electronic confirmation of such, and shall be
addressed as follows:


(a)           if to the Master Servicer, any of the
Lessor Grantors, any of the Lessee Grantors (as of the date hereof) or the
Master Collateral Agent, at the address specified for such party on the
signature pages hereto;


(b)           if to any Beneficiary, Financing
Source or other Person specified in a Financing Source and Beneficiary
Supplement or Beneficiary
Supplement, at the address specified in such Financing Source and Beneficiary
Supplement or Beneficiary
Supplement; or


(c)           if to any additional Lessee Grantor
or Lessor Grantor specified in a Grantor Supplement, at the address specified
for such Lessee Grantor or Lessor Grantor in such Grantor Supplement.


(d)           if to the Disposition Agent, to
Remarketing Services of America, Inc., 6400 Main Street, Amherst, NY 14221,
Attn:  Andrew J. Shaevel, tel: (716)
564-4001, fax: (716) 564-4010, with a copy to Fiserv, Inc., 255 Fiserv Drive,
Brookfield, WI 53045-5815, Attn: Legal Department.


(e)           if to the Intermediary, to Car for a Car,
Corp., c/o J.P. Morgan Property Exchange Inc., 1001 Hingham Street, Suite 300,
Rockland, MA 02370, fax:  781-982-9558.


SECTION 5.3                 Headings.  Section, subsection and other headings used
in this Agreement are for convenience only and shall not affect the
construction of this Agreement.


SECTION 5.4                 Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining 


 


59

















provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


SECTION 5.5                 Counterparts.  This Agreement may be executed in separate
counterparts and by the different parties on different counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.


SECTION 5.6                 Conflicts
with Financing Documents; Reservation of Rights.  The parties agree that in the event of any
conflict between the provisions of this Agreement and the provisions of any
Financing Documents, the provisions of this Agreement shall control.  Except as expressly provided herein, nothing
contained in this Agreement is intended to affect or limit, in any way, the
rights that each of the Beneficiaries has insofar as the rights of such parties
and third parties are involved.  Except
as expressly provided herein, the Beneficiaries specifically reserve all their
respective rights against Vanguard, the Master Servicer, the Lessee Grantors,
the Lessor Grantors, any Financing Source and/or any third party.


SECTION 5.7                 Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective permitted successors and assigns. 
Nothing herein is intended or shall be construed to give any other
Person any right, remedy or claim under, to or in respect of this Agreement or
the Master Collateral.


SECTION 5.8                 Governing
Law.  THIS
AGREEMENT AND ALL
MATTERS ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


SECTION 5.9                 Effectiveness.  This Agreement shall become effective on the
execution and delivery hereof and shall remain in effect until no amounts are
owed to any Financing Source under any Financing Document and no Beneficiary or
Financing Source shall have any claim on the Master Collateral.


SECTION 5.10               Termination
of Beneficiary.  At any time when (a)
a Beneficiary shall not have any Related Vehicles or other Related Master
Collateral hereunder
and no amounts are then owing to the Related Financing Source, if any, under
its Financing Documents or to a Receivables Purchaser Beneficiary under its
Financing Documents and such Financing Documents have been terminated and are
of no further force or effect, or (b)(i) the Master Collateral Agent’s security
interest has been reassigned to a Beneficiary pursuant to Section 4.1(e)
and (ii) such Beneficiary has elected to terminate this Agreement in respect of
such Beneficiary, this Agreement shall terminate as to such Beneficiary upon
delivery by the applicable Beneficiary to the Master Collateral Agent of a
written notice acknowledging that the interest in favor of such Beneficiary
evidenced by the applicable Financing Source and Beneficiary 


 


60

















Supplement has
been terminated.  Each Beneficiary agrees
that when the conditions described in Section 5.10(a) or 5.10(b)
have been met to its satisfaction, it shall deliver such written notice to the
Master Collateral Agent.


SECTION 5.11               Termination
of this Agreement.  At any time that
there are no Beneficiaries and the Master Exchange Agreement is no longer
effective, the Master Servicer may terminate this Agreement upon notice to the
Master Collateral Agent, and the Master Collateral Agent shall take all actions
reasonably requested by the Master Servicer, at the Master Servicer’s expense,
to evidence the termination of this Agreement and the Master Collateral Agent’s
interest in the Master Collateral, including, without limitation, execute such
documents and instruments as the Master Servicer may reasonably request in
connection with such reassignment; provided, however, that Sections
4.3, 4.4(a), (c), and (e) through (p), 4.8,
and the indemnification set forth in Sections 4.9 and 4.10 shall
survive the termination of this Agreement.


SECTION 5.12               Assignment
by Financing Sources; Exercise of Rights by Third Parties.


(a)           Each Financing Source acknowledges
that it has assigned and does hereby assign to its related Beneficiary all of
its rights and interests under this Agreement and further acknowledges that its
related Beneficiary may exercise all of such Financing Source’s rights
hereunder.


(b)           The parties hereto agree that the rights
given to any Beneficiary hereunder may be exercised by any third party
designated by such Beneficiary.


SECTION 5.13               No
Bankruptcy Petition Against Lessor Grantors or Intermediary.  The Master Collateral Agent 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 debt security issued by a Lessor
Grantor, it will not institute against, or join with any other Person in
instituting against, such Lessor Grantor or the Intermediary, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any Federal or state bankruptcy or similar law; provided,
however, that nothing in this Section 5.13 shall constitute a
waiver of any right to indemnification, reimbursement or other payment from any
Financing Source or Beneficiary pursuant to this Agreement.  In the event that the Master Collateral Agent
takes action in violation of this Section 5.13, each affected Lessor
Grantor and the Intermediary agrees that it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such a petition by
the Master Collateral Agent against such Lessor Grantor or the Intermediary or
the commencement of such action and raise the defense that the Master
Collateral Agent 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; and if the Master Collateral Agent acts in
violation of this Section 5.13 it shall be liable for and pay the costs
and expenses of such Lessor Grantor and the Intermediary in connection
therewith.  The provisions of this Section



 


61

















5.13 shall survive the termination of this
Agreement, and the resignation or removal of the Master Collateral Agent.


SECTION 5.14               Jurisdiction;
Consent to Service of Process.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE MASTER SERVICER, ANY
LESSEE GRANTOR, ANY LESSOR GRANTOR, ANY FINANCING SOURCE OR ANY BENEFICIARY
WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT
PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW
YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE MASTER SERVICER, EACH
LESSEE GRANTOR, EACH LESSOR GRANTOR, EACH FINANCING SOURCE AND EACH BENEFICIARY
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.  THE MASTER SERVICER
DESIGNATES AND APPOINTS LORD SECURITIES, 2 WALL STREET, NEW YORK, NEW YORK
10005, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE MASTER
SERVICER AND EACH FINANCING SOURCE AND BENEFICIARY IN ITS RELATED FINANCING
SOURCE AND BENEFICIARY SUPPLEMENT SHALL HAVE APPOINTED A PERSON, IN EACH CASE
WHO HAVE IRREVOCABLY AGREED IN WRITING TO SERVE AS ITS AGENT TO RECEIVE ON ITS
BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED BY THE MASTER SERVICER, EACH FINANCING SOURCE
AND EACH BENEFICIARY TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  A COPY OF SUCH PROCESS SO SERVED SHALL BE
MAILED BY REGISTERED MAIL TO THE MASTER SERVICER, SUCH FINANCING SOURCE OR SUCH
BENEFICIARY SO SERVED AT ITS ADDRESS PROVIDED IN THE APPLICABLE SIGNATURE PAGE
HERETO, EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE
TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY THE MASTER
SERVICER, SUCH FINANCING SOURCE OR SUCH BENEFICIARY REFUSES TO ACCEPT SERVICE,
THE MASTER SERVICER, EACH FINANCING SOURCE AND EACH BENEFICIARY HEREBY AGREE THAT
SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHTS TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF
ANY FINANCING SOURCE OR BENEFICIARY TO BRING PROCEEDINGS AGAINST THE MASTER
SERVICER IN THE COURTS OF ANY OTHER JURISDICTION.


 


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SECTION 5.15               Waiver
of Jury Trial.  THE MASTER
COLLATERAL AGENT, EACH LESSOR GRANTOR, EACH LESSEE GRANTOR, EACH FINANCING
SOURCE, EACH BENEFICIARY AND THE MASTER SERVICER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE MASTER COLLATERAL AGENT, ANY
FINANCING SOURCE, ANY BENEFICIARY, ANY LESSOR GRANTOR, ANY LESSEE GRANTOR OR
THE MASTER SERVICER IN CONNECTION HEREWITH OR THEREWITH.  THE MASTER SERVICER ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MASTER COLLATERAL AGENT,
EACH FINANCING SOURCE, EACH BENEFICIARY, THE MASTER SERVICER, EACH LESSOR GRANTOR
AND EACH LESSEE GRANTOR ENTERING INTO THIS AGREEMENT.


SECTION 5.16               Insurance
Notification.  The Master Collateral
Agent shall, promptly upon its receipt of notification of any termination of or
proposed cancellation or nonrenewal of any insurance policies required to be
maintained under any of the Financing Documents, notify the Beneficiary with
respect to such Financing Documents of any such termination, proposed
cancellation or nonrenewal.


SECTION 5.17               Waiver
of Set-Off With Respect to the Lessor Grantors, the Lessee Grantors and
Vanguard.  Each of the Beneficiaries
hereby waives and relinquishes any right that it has or may have to set-off or
to exercise any banker’s lien or any right of attachment or garnishment with
respect to any funds at any time and from time to time on deposit in, or
otherwise to the credit of, any account and any claims of the Lessor Grantors,
the Lessee Grantors and Vanguard therein or with respect to any right to
payment from the Lessor Grantors, the Lessee Grantors and Vanguard, it being
understood, however, that nothing contained in this Section 5.17 shall,
or is intended to, derogate from the assignment and security interest granted
to any Beneficiary under the Financing Documents or the Master Collateral Agent
under this Agreement or impair any rights of the Beneficiaries or the Master
Collateral Agent hereunder or thereunder.


SECTION 5.18               Confidentiality.  Each party hereto (other than Vanguard, the
Lessor Grantors and the Lessee Grantors) agrees that it shall not disclose any
Confidential Information to any Person without the prior written consent of
Vanguard, the applicable Lessor Grantor or the applicable Lessee Grantor, as
the case may be, other than (a) to any Beneficiary, and then only on a
confidential basis, (b) as required by any law, rule or regulation or any
judicial process of which Vanguard, the 


 


63

















applicable Lessor
Grantor or the applicable Lessee Grantor, as the case may be, has knowledge; provided
that any party hereto may disclose Confidential Information as required by law,
rule or regulation or any judicial process of which Vanguard, the applicable
Lessor Grantor or the applicable Lessee Grantor, as the case may be, does not
have knowledge if such party is prohibited by law from disclosing such
requirement to Vanguard, the applicable Lessor Grantor or the applicable Lessee
Grantor, as the case may be, and (c) in the course of litigation with Vanguard,
any of the Lessor Grantors or any of the Lessee Grantors, as the case may be,
or any Beneficiary.


“Confidential
Information” means information that Vanguard, any of the Lessor Grantors or any
of the Lessee Grantors, as applicable, furnishes to a Beneficiary on a
confidential basis, but does not include any such information that is or
becomes generally available to the public other than as a result of a
disclosure by such Beneficiary or other Person to which such Beneficiary
delivered such information or that is or becomes available to such Beneficiary
from a source other than Vanguard, any of the Lessor Grantors or any of the
Lessee Grantors, as the case maybe, provided that such source is not (1) known
to such Beneficiary to be bound by a confidentiality agreement with Vanguard,
any of the Lessor Grantors or any of the Lessee Grantors, as the case may be,
or (2) known to such Beneficiary to be otherwise prohibited from transmitting
the information by a contractual, legal or fiduciary obligation.


Notwithstanding
any other provision herein, each party hereto (and each employee,
representative or other agent of each party hereto) may disclose to any and all
Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax
structure of the transaction contemplated by this Agreement and the other
documents relating to this transaction and all materials of any kind (including
opinions or other tax analysis) that are provided to such party relating to such U.S. tax
treatment and U.S. tax structure, other than any information for which
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.


SECTION 5.19               No Recourse.  No recourse shall be had for the payment of
any amount owing in respect of any fee, expense or indemnity hereunder or any
other obligation or claim arising out of or based upon this Agreement with
respect to any Financing Source and its Related Beneficiary or any Receivables
Purchaser Beneficiary against any limited partner of any Lessor Grantor or
against the capital or any other asset of the general partner of any Lessor
Grantor or any member thereof or against any stockholder, employee, officer,
director or incorporator of the general partner of any Lessor Grantor or any
such member.


 


64

















 


SECTION 5.20               Waiver
of Set-off.  The Master Collateral
Agent 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 by
the Master Collateral Agent to or for the credit or the account of any Lessor
Grantor, any Lessee Grantor, Vanguard or the Intermediary, against or on
account of any obligation or liability of any Lessor Grantor, any Lessee
Grantor, Vanguard or the Intermediary to the Master Collateral Agent; provided
that such waiver and agreement shall only be effective until one year and one
day after the latest maturing debt security issued by a Lessor Grantor is paid
in full.


[Remainder of Page Intentionally Blank]


 


 


65

















                IN WITNESS WHEREOF, each party hereto has executed
this Agreement or caused this Agreement to be duly executed by its officer
thereunto duly authorized as of the day and year first above written.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Master Servicer and as grantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J. Kennell

  
	
   

  	
   

  	
  Name:

  	
  Gerard J. Kennell

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6929 N. Lakewood Ave. Ste 100

  Tulsa, OK 74117

  
	
   

  	
   

  	
  Attention:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
  Telephone:

  	
  918-401-6471

  
	
   

  	
   

  	
  Facsimile:

  	
  918-401-6012

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CAR RENTAL FINANCING LIMITED
     PARTNERSHIP, as grantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NATIONAL CAR RENTAL FINANCING

  
	
   

  	
   

  	
  CORPORATION, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  
								



 

















	
   

  	
  ALAMO FINANCING
  L.P., as grantor

   

  
	
   

  	
  By:

  	
  ALAMO FINANCING
  L.L.C., its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  
	
   

  	
   

  	
  Name: Jill A.
  Gordon

  	
   

  	
   

  
	
   

  	
   

  	
  Title:Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  not in its
  individual capacity but

  
	
   

  	
  solely as Master
  Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miriam Y.
  Molina

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Miriam Y. Molina

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  388 Greenwich
  Street

  
	
   

  	
   

  	
   

  	
   

  	
  14th Floor

  
	
   

  	
   

  	
   

  	
   

  	
  New York, NY
  10013

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Agency and Trust
  Department

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  (212) 816-5648

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  (212) 816-5530