Exhibit 4.16


 


EXECUTION COPY


 


FIFTH AMENDED AND RESTATED SERIES 1999-1 SUPPLEMENT, dated as of April
13, 2006 (as amended, modified, restated or supplemented from time to time in
accordance with the terms hereof, this “Series Supplement”) between
National Car Rental Financing Limited Partnership, a special purpose limited
partnership established under the laws of Delaware (the “Issuer”) and
The Bank of New York, a New York banking corporation, as trustee (together with
its successors in trust under the Base Indenture referred to below, the “Trustee”),
to the Fifth Amended and Restated Base Indenture, dated as of April 13, 2006,
between the Issuer and the Trustee (as amended, modified, restated or
supplemented from time to time, exclusive of Series Supplements, the “Base
Indenture”).


 


PRELIMINARY STATEMENT


 


WHEREAS,
the Issuer and the Trustee are parties to a Fourth Amended and Restated Series
1999-1 Supplement, dated as of March 4, 2005 (as amended prior to the date
hereof, the “Existing Series 1999-1 Supplement”), to the Base Indenture;


 


WHEREAS,
the parties to the Existing Series 1999-1 Supplement desire to amend and
restate the Existing Series 1999-1 Supplement in its entirety;


 


WHEREAS,
Section 6.8 of the Existing Series 1999-1 Supplement provides that the Existing
Series 1999-1 Supplement may be amended in accordance with the terms of the
Base Indenture;


 


WHEREAS,
Section 12.2 of the Base Indenture permits the Issuer and the Trustee with the
consent of any applicable Enhancement Provider and the Requisite Investors, and
upon satisfaction of the Rating Agency Confirmation Condition with respect to
each affected Series of Notes, to enter into one or more indentures
supplemental to the Base Indenture;


 


NOW,
THEREFORE, the parties hereto agree that the Existing Series 1999-1 Supplement
shall be and hereby is amended and restated in its entirety to read as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base Indenture
and this Series Supplement and such Series of Notes shall be designated
generally as Variable Funding Rental Car Asset Backed Notes, Series 1999-1.


 


The
proceeds from the sale of the Series 1999-1 Notes (as defined herein) and the
proceeds from any Increase (as defined herein) shall be deposited in the Collection
Account and shall be available to the Issuer and used to (i) acquire Eligible
Vehicles or refinance Eligible Vehicles then owned by the Issuer, for leasing
under the


 

















 


Lease, (ii) finance or refinance Eligible Receivables hereunder and
(iii) make payments in reduction of the Invested Amount of other Series of
Notes.


 


The
Series 1999-1 Notes are a non-Segregated Series of Notes (as more fully
described in the Base Indenture). Accordingly, all references in this Series
Supplement to “all” Series of Notes (and all references in this Series
Supplement to terms defined in the Base Indenture that contain references to “all”
Series of Notes) shall refer to all Series of Notes other than Segregated
Series of Notes. In addition, the Series 1999-1 Notes are hereby designated as
a Series of Group I Notes, and this Series Supplement is hereby designated as a
Group I Supplement. No other Series of Notes will be permitted to be designated
as Group I Notes.


 


ARTICLE I


 


DEFINITIONS


 


(a)           All capitalized terms not otherwise
defined herein are defined in the Definitions List attached to the Base
Indenture as Schedule 1 thereto, as amended, modified, restated or
supplemented from time to time in accordance with the terms of the Base
Indenture (exclusive of any Series Supplements). All Article, Section or
Subsection references herein shall refer to Articles, Sections or Subsections
of the Base Indenture, except as otherwise provided herein. Unless otherwise
stated herein, as the context otherwise requires or if such term is otherwise
defined in the Base Indenture, each capitalized term used or defined herein
shall relate only to the Series 1999-1 Notes and not to any other Series of
Notes issued by the Issuer, All references herein to the Series 1999-1
Supplement” shall mean the Base Indenture, as supplemented hereby.


 


(b)           The following words and phrases shall
have the following meanings with respect to the Series 1999-1 Notes and the
definitions of such terms are applicable to the singular as well as the plural
form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:


 


“ARG
Agreements” means the ARG Indenture and any other agreements relating to
the issuance of any series of ARG Notes to which ARG is a party.


 


“ARG
Amortization Event” means any one of the events with respect to any series
of the ARG Notes described in Section 9.1 of the ARG Indenture.


 


“ARG
Committed Purchaser” means a special purpose company that has committed to
purchase a series of ARG Notes from ARG from time to time and that finances
such purchases with, among other things, the proceeds of commercial paper notes
issued by such special purpose company.


 


“ARG
Mandatory Prepayment Amount” means, on any Business Day, the aggregate
outstanding principal amount of the ARG Notes of any series with respect to
which an ARG Amortization Event shall have occurred and is continuing.


 


2

















 


“ARG
Noteholder” means a Person in whose name an ARG Note is registered in
accordance with the ARG Indenture.


 


“ARG
Notes” means any one of the series of Rental Car Asset Backed Notes issued
by ARG pursuant to the ARG Base Indenture that are secured by collateral that
includes, among other things, a security interest in all of ARG’s right, title
and interest in the Series 1999-1 Notes.


 


“ARG
Revolving Period Termination Date” means the first day on which the
principal amount of each series of ARG Notes outstanding is amortizing in
accordance with the applicable ARG Non-Segregated Series Supplement and no ARG
Noteholder is obligated to make further investments in its ARG Notes under the
applicable ARG Non-Segregated Series Supplement or otherwise.


 


“Base
Indenture” is defined in the preamble.


 


“Decrease”
has the meaning specified in Section 2.2 of this Series Supplement.


 


“Deficiency
Amount” has the meaning specified in Section 3.3(a) of this Series
Supplement.


 


“Increase”
has the meaning specified in Section 2.1(a) of this Series Supplement.


 


“Issuer’s
Share” has the meaning specified in the ARG Base Indenture.


 


“Monthly
Total Principal Allocation” means for any Related Month the sum of all
Series 1999-1 Principal Allocations with respect to such Related Month.


 


“Original
Series 1999-1 Demand Note” means the demand note made by ANC Rental
Corporation to National Car Rental System, Inc. and assigned by National Car
Rental System, Inc. to the Issuer which was payable by ANC Rental Corporation
upon the Issuer’s demand.


 


“Outstanding”
means with respect to the Series 1999-1 Notes, all Series 1999-1 Notes
theretofore authenticated and delivered under the Indenture, except (a)
Series 1999-1 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 1999-1 Notes which have not been presented for payment
but funds for the payment of which are on deposit in the Series 1999-1
Collection Account and are available for payment of such Series 1999-1 Notes,
and Series 1999-1 Notes which are considered paid pursuant to Section 8.1
of the Base Indenture, or (c) Series 1999-1 Notes in exchange for or in lieu of
which other Series 1999-1 Notes have been authenticated and delivered pursuant
to the Indenture unless proof satisfactory to the Trustee is presented that any
such Series 1999-1 Notes are held by a purchaser for value.


 


3

















 


“Rating
Agencies” means, with respect to the Series 1999-1 Notes, Standard &
Poor’s, Moody’s and any other nationally recognized rating agency rating any
series of ARG Notes at the request of ARG or rating any commercial paper notes
issued by an ARG Committed Purchaser.


 


“Record
Date” means, with respect to each Distribution Date, the Business Day
immediately preceding such Distribution Date.


 


“Repurchase
Amount” means, on the Repurchase Date, an amount equal to the Series 1999-1
Invested Amount, plus (i) all accrued and unpaid interest on the Series 1999-1
Notes for the period from and including the immediately preceding Distribution
Date to and excluding the Repurchase Date calculated at the Series 1999-1 Note
Rate, (ii) the Series Monthly Servicing Fee calculated for the period from and
including the immediately preceding Distribution Date to and excluding the
Repurchase Date and (iii) without duplication, any other Series 1999-1 Accrued
Amounts then due and payable.


 


“Repurchase
Date” has the meaning specified in Section 6.1 of this Series Supplement.


 


“Series
1999-1 Accrued Amounts” means, on any date of determination, the sum of (i)
accrued and unpaid interest on the Series 1999-1 Notes as of such date, (ii)
the accrued and unpaid Series Monthly Servicing Fee with respect to the Series
1999-1 Notes payable by the Issuer pursuant to Section 26.1 of the Lease on
such date and (iii) the product of (A) the Carrying Charges (other than the
Series Monthly Servicing Fee payable with respect to any Series) payable on
such date times (B) the Series 1999-1 Percentage as of the immediately
preceding Distribution Date.


 


“Series
1999-1 Accrued Interest Account” has the meaning specified in Section
3.1(b) of this Series Supplement.


 


“Series
1999-1 Additional Account Collateral” has the meaning specified in Section
3.1(d) of this Series Supplement.


 


“Series
1999-1 Affiliate Issuer Liquidation Event” means any one of the events with
respect to any series of the ARG Notes defined as a “Series ARG Liquidation
Event” with respect to such series in the related ARG Non-Segregated Series
Supplement.


 


“Series
1999-1 Aggregate Asset Amount” means, as of any date of determination, the
product of (a) the Series 1999-1 Group I Percentage as of such date and (b) the
Aggregate Asset Amount as of such date.


 


“Series
1999-1 Closing Date” means February 26, 1999.


 


4

















 


“Series
1999-1 Collection Account” has the meaning specified in Section  3.1(b)
of this Series Supplement.


 


“Series
1999-1 Custody Revocation Trigger Event” means the occurrence and
continuation of (i) a Liquidation Event of Default, (ii) a Series 1999-1
Limited Liquidation Event of Default, (iii) a Series 1999-1 Affiliate Issuer
Liquidation Event, (iv) an ARG Amortization Event which with passage of time
would become a Series 1999-1 Affiliate Issuer Liquidation Event, which has
continued uncured for 15 days, or (v) a breach of the covenants set forth in
clause (iv) of Section 24.11 of the Lease, which breach has continued uncured
for 30 days after receipt by the Servicer of written notice thereof.


 


“Series
1999-1 Demand Note” means the demand note made by Vanguard to the Issuer
which is payable by Vanguard upon the Issuer’s demand, substantially in the
form of Exhibit B.


 


“Series
1999-1 Deposit Date” has the meaning specified in Section 3.2 of
this Series Supplement.


 


“Series
1999-1 Enhancement Amount” means, as of any date of determination, the
Series 1999-1 Overcollateralization Amount as of such date.


 


“Series
1999-1 Enhancement Deficiency” means, on any date of determination, the
amount by which the Series 1999-1 Enhancement Amount is 1ess than the Series
1999-1 Required Enhancement Amount as of such date.


 


“Series
1999-1 Excess Collection Account” has the meaning specified in Section
3.1(b) of this Series Supplement.


 


“Series
1999-1 Group I Percentage” means, as of any date of determination, a
fraction, expressed as a percentage, the numerator of which is the Series
1999-1 Invested Amount as of such date and the denominator of which is the
aggregate Invested Amount of all Series of Group I Notes Outstanding as of such
date.


 


“Series
1999-1 Initial Invested Amount” means $1,546,000,824.


 


“Series
1999-1 Interest Period” means a period commencing on and including a
Distribution Date and ending on and including the day preceding the next
succeeding Distribution Date; provided, however, that the initial
Series 1999-1 Interest Period shall commence on and include the Series 1999-1
Closing Date and end on and include March 21,1999.


 


“Series
1999-1 Invested Amount” means, (i) when used with respect to any date prior
to October 14, 2003, an amount equal to (a) the Series 1999-1 Initial Invested
Amount minus (b) the amount of principal payments made pursuant to Section
3.4 of this Series Supplement to the Series 1999-1 Noteholder on or prior
to such date


 


5

















 


plus (c) any
Increases in the Series 1999-1 Invested Amount pursuant to Section 2.1
of this Series Supplement on or prior to such date, and (ii) when used with
respect to any date on or subsequent to October 14, 2003, an amount equal to
(a) $0 minus (b) the amount of principal payments made pursuant to Section
3.4 of this Series Supplement to the Series 1999-1 Noteholder on or prior
to such date, but on or subsequent to October 14, 2003, plus (c) any
Increases in the Series 1999-1 Invested Amount pursuant to Section 2.1
of this Series Supplement on or prior to such date, but on or subsequent to
October 14, 2003; provided that, on October 14, 2003, for all purposes
including, without limitation, the calculation of the Series 1999-1 Invested
Amount pursuant to clause (ii) of this definition, there shall be an
Increase in the Series 1999-1 Invested Amount in the amount of $69,480,015.78.


 


“Series
1999-1 Invested Percentage” means on any date of determination:


 


(a)           when used with respect to Principal
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be equal to the sum of the
Series 1999-1 Invested Amount and the Series 1999-1 Overcollateralization
Amount, determined during the Series 1999-1 Revolving Period at the close of
business on the immediately preceding Business Day, or, during the Series
1999-1 Rapid Amortization Period, at the close of business on the last day of
the Series 1999-1 Revolving Period, and the denominator of which shall be the
greater of (I) the Aggregate Asset Amount determined during the Series 1999-1
Revolving Period as of such date of determination or, during the Series 1999-1
Rapid Amortization Period, at the close of business on the last day of the
Series 1999-1 Revolving Period, and (II) as of the same date as in clause
(I), the sum of the numerators used to determine invested percentages for
allocations with respect to Principal Collections (for all Series of Group I Notes
and all classes of such Series of Group I Notes); and


 


(b)           when used with respect to Interest
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be the Series 1999-1 Accrued
Amounts on such date of determination, and the denominator of which shall be
the aggregate Accrued Amounts with respect to all Series of Group I Notes on such
date of determination.


 


“Series
1999-1 Limited Liquidation Event of Default” means, so long as such event
or condition continues, any Series 1999-1 Affiliate Issuer Liquidation Event or
any event or condition of the type specified in clause (a), (b), (c),
(d), (g)(i) or (h) of Article IV of this Series
Supplement that continues for thirty (30) days (without double counting the
cure period, if any, provided therein); provided, however that
any Series 1999-1 Affiliate Issuer Liquidation Event or event or condition of
the type specified in clause (a), (b), (c), (d), (g)(i)
or (h) of Section 4.1 of this Series Supplement shall not
constitute a Series 1999-1 Limited Liquidation Event of Default if within such
thirty (30) day period, such Series 1999-1 Affiliate Issuer Liquidation Event
or Amortization Event, as the case may be, shall have been cured, and, after
such cure is provided for, the Series 1999-1 Rating Agency Confirmation
Condition shall have been satisfied with respect to such cure.


 


6

















 


“Series
1999-1 Maximum Invested Amount” means $3,000,000,000 as such amount may be
increased or reduced from time to time pursuant to a written agreement between
the Issuer and ARG.


 


“Series
1999-1 Noteholder” means ARG, as registered holder of the Series 1999-1
Notes.


 


“Series
1999-1 Note Rate” means, with respect to any Series 1999-1 Interest Period,
the interest rate equal to the sum of (a) 1/12 of the Additional Spread
Percentage as of the first day of such Series 1999-1 Interest Period and (b)
the percentage equivalent of a fraction, (i) the numerator of which is equal to
the sum of (x) the product of (A) the sum of (1) the aggregate amount of
interest payable by ARG on the ARG Notes in respect of such Series 1999-1 Interest
Period on the next succeeding Distribution Date (excluding any amounts
previously paid pursuant to Section 3.3(c) of this Series Supplement),
(2) all unpaid fees, costs, expenses and indemnities payable by ARG on or prior
to such Distribution Date pursuant to the ARG Indenture and any of the other
ARG Agreements (including any amounts payable by ARG to any Person providing
credit enhancement for any ARG Notes), (3) all unreimbursed out-of-pocket costs
and expenses (including reasonable attorneys’ fees and legal expenses) incurred
by ARG in connection with the administration, enforcement, waiver or amendment
of the ARG Indenture and any of the other ARG Agreements on or prior to such
Distribution Date and (4) all other operating expenses of ARG (including any
management fees) and (B) the Issuer’s Share as of the first day of such Series
1999-1 Interest Period and (y) all unreimbursed out-of-pocket costs and
expenses (including reasonable attorneys’ fees and legal expenses) incurred by
ARG in connection with the administration, enforcement, waiver or amendment of
any Related Document prior to such Distribution Date and (ii) the denominator
of which is equal to the average daily Series 1999-1 Invested Amount during
such Series 1999-1 Interest Period; provided, however, that the
Series 1999-1 Note Rate will in no event be higher than the maximum rate
permitted by applicable law.


 


“Series
1999-1 Notes” means any one of the Series 1999-1 Variable Funding Rental
Car Asset Backed Notes, executed by the Issuer and authenticated and delivered
by or on behalf of the Trustee, substantially in the form of Exhibit A.


 


“Series
1999-1 Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of the Series 1999-1 Aggregate Asset Amount
over the Series 1999-1 Invested Amount as of such date.


 


“Series
1999-1 Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 1999-1 Invested
Amount as of such date and the denominator of which is the aggregate Invested
Amount of each Series of Notes outstanding as of such date.


 


“Series
1999-1 Principal Allocation” has the meaning specified in Section
3.2(a)(ii) of this Series Supplement.


 


7

















 


“Series
1999-1 Rapid Amortization Period” means the period beginning at the close
of business on the Business Day immediately preceding the day on which a
Termination Event is deemed to have occurred and ending upon the earliest to
occur of (i) the date on which the Series 1999-1 Notes are fully paid, (ii) the
Series 1999-1 Termination Date and (iii) the termination of the Indenture.


 


“Series
1999-1 Rating Agency Confirmation and Consent Condition” means, with
respect to the Series 1999-1 Notes and any action, that (i) each Rating Agency
shall have notified the Trustee, ARG and the ARG Trustee in writing that such
action will not result in a reduction or withdrawal of the rating of any series
of ARG Notes (without regard to the presence of any insurance policy
guaranteeing the payment of principal of, or interest on, any such series of
ARG Notes) or the rating of any commercial paper notes issued by an ARG
Committed Purchaser and (ii) ARG shall have consented in writing to such
action.


 


“Series
1999-1 Rating Agency Confirmation Condition” means, with respect to the
Series 1999-1 Notes and any action, that each Rating Agency shall have notified
the Trustee, ARG and the ARG Trustee in writing that such action will not
result in a reduction or withdrawal of the rating of any series of ARG Notes
(without regard to the presence of any insurance policy guaranteeing the
payment of principal of, or interest on, any such series of ARG Notes) or the
rating of any commercial paper notes issued by an ARG Committed Purchaser.


 


“Series
1999-1 Required Enhancement Amount” means, as of any date of determination,
the Series 1999-1 Required Overcollateralization Amount on such date.


 


“Series
1999-1 Required Noteholders” means the ARG Trustee acting at the direction
of the requisite percentage of the ARG Noteholders in accordance with the ARG
Indenture.


 


“Series
1999-1 Required Overcollateralization Amount” means, as of any date of
determination, the product of (x) 0.50% and (y) the Series 1999-1 Invested
Amount as of such date.


 


“Series
1999-1 Revolving Period” means the period from and including the Series
1999-1 Closing Date to the commencement of the Series 1999-1 Rapid Amortization
Period.


 


“Series
1999-1 Servicing Fee Percentage” means 0.50% per annum.


 


“Series 1999-1 Termination Date” means the first Distribution Date that is 60
or more months after the ARG Revolving Period Termination Date.


 


“Series
Supplement” has the meaning set forth in the preamble.


 


8

















 


“Termination
Event” means the earlier to occur of (a) the day on which an Amortization
Event is deemed to have occurred with respect to the Series 1999-1 Notes and
(b) the ARG Revolving Period Termination Date.


 


ARTICLE II


 


INITIAL ISSUANCE AND
INCREASES AND DECREASES OF 

PRINCIPAL AMOUNT OF SERIES 1999-1 NOTES


 


Section
2.1             Procedure for
Increasing the Series 1999-1 Invested Amount.


 


(a)           Subject to satisfaction of the
conditions precedent set forth in subsection (b) of this Section 2.1, (i) on the Series 1999-1
Closing Date, the Issuer may issue Series 1999-1 Notes in the initial principal
amount equal to the Series 1999-1 Initial Invested Amount and (ii) on any
Business Day during the Series 1999-1 Revolving Period, the Issuer may increase
the Series 1999-1 Invested Amount (each such increase referred to herein as an “Increase”)
in order to, upon request by a Lessee (or the Servicer, on its behalf), acquire
Eligible Vehicles or refinance Eligible Vehicles then owned by the Issuer, in
each case, for leasing under the Lease or to finance or refinance Eligible Receivables
hereunder. The Issuer may effect an Increase, upon receipt of confirmation from
ARG of the availability of funds under the ARG Indenture in an amount equal to such
Increase, by issuing, at par, additional principal amounts of the Series 1999-1
Notes. Proceeds from the initial issuance of the Series 1999-1 Notes and from
any Increase shall be deposited into the Series 1999-1 Collection Account and
allocated in accordance with Article III hereof. Upon each Increase, the
Trustee shall, or shall cause the Registrar to, indicate in the Note Register
such Increase.


 


(b)           The initial Series 1999-1 Notes will
be issued on the Series 1999-1 Closing Date and the Series 1999-1 Invested
Amount may be increased on any Business Day during the Series 1999-1 Revolving
Period, in each case pursuant to subsection (a) above, only upon
satisfaction of each of the following conditions (as evidenced by an Officer’s
Certificate delivered by the Issuer to the Trustee) with respect to such
initial issuance and each proposed Increase:


 


(i)            the amount of such
issuance or Increase shall be equal to or greater than $100,000;


 


(ii)           after giving effect
to such issuance or Increase, the Series 1999-1 Invested Amount shall not
exceed the Series 1999-1 Maximum Invested Amount;


 


(iii)          after giving effect
to such issuance or Increase and the application of the proceeds thereof, no
Series 1999-1 Enhancement Deficiency shall exist;


 


9

















 


(iv)          after giving effect
to such issuance or Increase and the application of the proceeds thereof, the
amount of the Series 1999-1 Demand Note shall not be less than the amount
referred to in Section 6.4 of this Series Supplement at such time.


 


(v)           no Amortization
Event or Potential Amortization Event with respect to the Series 1999-1 Notes,
Liquidation Event of Default or Series 1999-1 Limited Liquidation Event of
Default with respect to the Series 1999-1 Notes shall have occurred or be
continuing;


 


(vi)          such issuance or
Increase and the application of the proceeds thereof shall not result in the
occurrence of (1) an Amortization Event, a Liquidation Event of Default or a
Series 1999-1 Limited Liquidation Event of Default, or (2) an event or
occurrence, which, with the passing of time or the giving of notice thereof, or
both, would become an Amortization Event, a Liquidation Event of Default or a
Series 1999-1 Limited Liquidation Event of Default;


 


(vii)         such issuance or
Increase and the application of the proceeds thereof shall not result in the
occurrence of an ARG Amortization Event with respect to any series of ARG Notes
or an event or occurrence, which, with the passing of time or the giving of
notice thereof, or both, would become an ARG Amortization Event with respect to
any series of ARG Notes;


 


(viii)        all conditions
precedent to the acquisition or refinancing of additional Vehicles or the
financing of Eligible Receivables hereunder shall have been satisfied;


 


(ix)           the Master
Collateral Agent shall have previously received executed counterparts of the
Assignment Agreements related to the assignment of rights under each
Manufacturer Program under which Program Vehicles designated in the applicable
Vehicle Order will be or have been purchased and are proposed to be included in
the Aggregate Asset Amount, duly executed by the applicable Lessee, the Issuer,
the Master Collateral Agent and each applicable Manufacturer;


 


(x)            the Master
Collateral Agent shall have previously received a copy of each Manufacturer
Program under which Program Vehicles designated in the applicable Vehicle Order
will be or have been purchased and are proposed to be included in the Aggregate
Asset Amount and an Officer’s Certificate duly executed by an Authorized
Officer of the applicable Lessee certifying that each such copy is true,
correct and complete as of such date;


 


(xi)           notice of such
Increase shall have been delivered to ARG and the Trustee;


 


10

















 


(xii)          all representations
and warranties set forth in Article 7 of the Base Indenture and Section 23 of
the Lease shall be true and correct (in all material respects to the extent any
such representations and warranties do not incorporate a materiality limitation
in their terms) on such date (except to the extent such representations and
warranties relate to an earlier date, in which case, such representations and
warranties shall be true and correct as of such earlier date);


 


(xiii)         (1) on the Series
1999-1 Closing Date, the Lessees shall have delivered to the Trustee the
original Counterpart No. 1 of the Lease (as set forth on the cover page and
signature page of the Lease) and (2) on the date of any Increase the Trustee
shall have in its possession the original of Counterpart No. 1 of the Lease (as
set forth on the cover page and signature page of the Lease); and


 


(xiv)        if any portion of the
proceeds thereof are to be applied to refinance Eligible Receivables or
Eligible Vehicles owned by the Issuer hereunder, the Issuer or a Lessee shall
have prepared or shall have caused to be prepared a Refinanced Vehicle Schedule
concerning such Eligible Receivables or Eligible Vehicles and delivered or
caused to be delivered such Refinanced Vehicle Schedule to the Master
Collateral Agent and the Trustee.


 


Section
2.2             Procedure for
Decreasing the Series 1999-1 Invested Amount. (i) On any Business Day, the
Issuer may elect to decrease the Series 1999-1 Invested Amount and, in any
event, shall decrease the Series 1999-1 Invested Amount in an amount equal to
the funds remaining on deposit in the Series 1999-1 Excess Collection Account
at 5:00 p.m. (New York City time) on such Business Day (each such decrease
referred to as a “Decrease”) by withdrawing from the Series 1999-1
Excess Collection Account and distributing to the Series 1999-1 Noteholder in
respect of principal ox the Series 1999-1 Notes, an amount equal to the amount
of such Decrease in accordance with Section 3.4(b). Upon each Decrease,
the Trustee shall, or shall cause the Registrar to indicate in the Note
Register such Decrease in accordance with a written direction from the Issuer.
The amount of any Decrease shall not exceed the amount on deposit in the Series
1999-1 Excess Collection Account and available for distribution to the Series
1999-1 Noteholder in respect of principal of the Series 1999-1 Notes.


 


ARTICLE III


 


SERIES 1999-1 ALLOCATIONS


 


With
respect to the Series 1999-1 Notes only, the following shall apply:


 


Section 3.1             Establishment
of Series 1999-1 Collection Account. Series 1999-1 Accrued Interest Account and
Series 1999-1 Excess Collection Account.


 


11

















 


(a)           All Collections allocable to the
Series 1999-1 Notes shall be allocated to the Collection Account.


 


(b)           The Trustee will also create or
establish a segregated trust accounts, in each case for the benefit of the
Series 1999-1 Noteholder, the Series 1999-1 Collection Account (such account,
the “Series 1999-1 Collection Account”), the Series 1999-1 Accrued
Interest Account (such account, the “Series 1999-1 Accrued Interest Account”)
and the Series 1999-1 Excess Collection Account (such account, the “Series 1999-1
Excess Collection Account”). If the Trustee establishes the Series 1999-1 Collection
Account, the Series 1999-1 Accrued Interest Account and/or the Series 1999-1 Excess
Collection Account as segregated trust accounts, the Series 1999-1 Collection Account,
the Series 1999-1 Accrued Interest Account and/or the Series 1999-1 Excess Collection
Account, as the case may be, shall be established and maintained by the Trustee
as segregated trust accounts in the name of the Trustee for the benefit of the Series
1999-1 Noteholder. Each such account shall be maintained (i) with a Qualified Institution
or (ii) as a segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as trustee
for funds deposited in such account; provided, that, if such account is
not a segregated trust account and is maintained with a Qualified Institution
and at any time such Qualified Institution fails to satisfy the definition of
Qualified Institution, then the Trustee shall, within 10 days of such
reduction, establish a new segregated trust account with a new Qualified
Institution or a new segregated trust account with the corporate trust department
of a depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in such account. If a new Series 1999-1
Collection Account, Series 1999-1 Accrued Interest Account or Series 1999-1
Excess Collection Account is established pursuant to the preceding sentence,
the Trustee shall transfer all cash and investments from the previously
existing non-qualifying account into the newly established account. Initially,
each of the Series 1999-1 Collection Account, the Series 1999-1 Accrued
Interest Account and the Series 1999-1 Excess Collection Account will be
established as a segregated trust account with The Bank of New York. The Issuer
shall instruct the institution maintaining the Collection Account, the Series
1999-1 Collection Account, the Series 1999-1 Accrued Interest Account and/or
the Series 1999-1 Excess Collection Account, as the case may be, to invest
funds on deposit in each such account at all times in Permitted Investments
selected by the Issuer (by standing instructions or otherwise); provided,
however, that investments of amounts allocated to the Series 1999-1
Excess Collection Account shall mature no later than the Business Day following
the date on which such funds were invested and investments of all other amounts
on deposit in the Collection Account, the Series 1999-1 Accrued Interest Account
or the Series 1999-1 Collection Account shall mature not later than the
Business Day prior to the Distribution Date following the date on which such
funds were so invested, except for any Permitted Investment held in the
Collection Account which is in an investment made by the Trustee, in which
event such investment may mature on such Distribution Date so long as such
funds shall be available for withdrawal on or prior to such Distribution Date.
All such Permitted Investments will be credited to the related segregated trust
account and any such Permitted Investments that constitute (i) Physical


 


12

















 


Property
(and that is not a United States Security Entitlement or Security Entitlement)
or Uncertificated Securities (and that is not a United States Security
Entitlement or Security Entitlement) shall be delivered to the Trustee in
accordance with the definition of “Delivery” and shall be held by the Trustee
pending maturity or disposition and (ii) United States Security Entitlements or
Security Entitlements shall be Controlled by the Trustee pending maturity or
disposition. The Trustee shall, at the expense of the Issuer, take such action
as is requested of it to maintain the Trustee’s security interest in the
Permitted Investments credited to the Collection Account, the Series 1999-1
Collection Account, the Series 1999-1 Accrual Interest Account and/or the
Series 1999-1 Excess Collection Account, as the case may be. In the absence of
written investment instructions hereunder, funds on deposit in the Collection
Account, the Series 1999-1 Collection Account, the Series 1999-1 Accrued
Interest Account and/or the Series 1999-1 Excess Collection Account, as the
case may be, shall remain uninvested. Neither the Issuer nor the Trustee shall
dispose of (or permit the disposal of) any Permitted Investments prior to the
maturity thereof to the extent such disposal would result in a loss of the
purchase price of such Permitted Investment.


 


(c)           Earnings from the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and the Series
1999-1 Excess Collection Account. All interest and earnings (net of losses
and investment expenses) paid on funds on deposit in each of the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and the Series
1999-1 Excess Collection Account shall be deemed to be on deposit therein and
available for distribution.


 


(d)           Series 1999-1 Collection Account,
Series 1999-1 Accrued Interest Account and Series 1999-1 Excess Collection
Account Constitute Additional Collateral for Series 1999-1 Notes. In order
to secure and provide for the repayment and payment of the amounts owing by the
Issuer hereunder, with respect to each of the Series 1999-1 Collection Account,
the Series 1999-1 Accrued Interest Account and/or the Series 1999-1 Excess
Collection Account which is established as a segregated trust account, the
Issuer hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 1999-1
Noteholders, all of the Issuer’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series
1999-1 Collection Account, the Series 1999-1 Accrued Interest Account and the
Series 1999-1 Excess Collection Account, including any security entitlement
hereto; (ii) all funds on deposit in, as the case may be, each of the Series
1999-1 Collection Account, the Series 1999-1 Accrued Interest Account and the
Series 1999-1 Excess Collection Account from time to time; (iii) all
certificates and instruments, if any representing or evidencing any or all of
the Series 1999-1 Collection Account, the Series 1999-1 Accrued Interest
Account or the Series 1999-1 Excess Collection Account, as the case may be, or
the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 1999-1 Collection
Account, the Series 1999-1 Accrued Interest Account or the Series 1999-1 Excess
Collection Account, as the case may be, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest,


 


13

















 


dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 1999-1 Collection Account, the Series 1999-1 Accrued Interest
Account or the Series 1999-1 Excess Collection Account, as the case may be, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through (vi)
are referred to, collectively, as the “Series 1999-1 Additional Account
Collateral”). If any of the Series 1999-1 Collection Account, the Series
1999-1 Accrued Interest Account or the Series 1999-1 Excess Collection Account
is a segregated trust account, the Trustee, for the benefit of the Series
1999-1 Noteholders, shall possess all right, title and interest in all funds on
deposit from time to time in such trust account and in all proceeds thereof,
and shall be the only person authorized to originate entitlement orders in
respect of each such account. The Series 1999-1 Additional Account Collateral
shall be under the sole dominion and control of the Trustee, for the benefit of
the Series 1999-1 Noteholders. The Issuer hereby authorizes each of the Trustee
and the Surety Provider (as defined in the ARG Indenture), and appoints each of
the Trustee and the Surety Provider as its agent and attorney in fact, to file
any such financing statement or continuation statement in order to perfect or
maintain the first-priority Lien created by this Indenture in the Collateral,
but neither party shall be obligated to so file. Notwithstanding any other
provision in the Indenture to the contrary, the Surety Provider shall be
responsible for all losses incurred by any Series 1999-1 Noteholder resulting
from action taken by the Surety Provider under this Section 3.1(d).


 


Section 3.2             Allocations
with Respect to the Series 1999-1 Notes. The proceeds from the issuance of
the Series 1999-1 Notes will be deposited into the Collection Account. On the
Series 1999-1 Closing Date and each Business Day on which proceeds from any
Increase or Collections are deposited into the Collection Account (each such
date, a “Series 1999-1 Deposit Date”), the Servicer will direct the
Trustee in writing to allocate all amounts deposited into the Collection
Account in accordance with the provisions of this Section 3.2:


 


(a)           Allocations of Collections During
the Series 1999-1 Revolving Period. During the Series 1999-1 Revolving
Period, the Servicer will direct the Trustee in writing to allocate, prior to
12:00 noon (New York City time) on each Series 1999-l Deposit Date, all amounts
deposited into the Collection Account as set forth below:


 


(i)            allocate to the
Series 1999-1 Collection Account an amount equal to the Series 1999-1 Invested
Percentage (as of such day) of the aggregate amount of Interest Collections on
such day. All such amounts allocated to the Series 1999-1 Collection Account
shall be further allocated to the Series 1999-1 Accrued Interest Account; and


 


(ii)           allocate to the
Series 1999-1 Excess Collection Account an amount equal to the sum of (A) the
Series 1999-1 Invested Percentage (as of such day) of the aggregate amount of
Principal Collections on such day (for any such
day, the “Series 1999-1 Principal Allocation”) plus (B) the proceeds
from the


 


14

















 


issuance
of the Series 1999-1 Notes and from any Increase, which amounts may be applied
to make a Decrease in accordance with Sections 2.2 and 3.4(b).


 


(b)           Allocations of Collections During
the Series 1999-1 Rapid Amortization Period. With respect to the Series
1999-1 Rapid Amortization Period, the Servicer will direct the Trustee in
writing to allocate, prior to 12:00 noon (New York City time) on any Series
1999-1 Deposit Date, all amounts deposited into the Collection Account as set
forth below:


 


(i)            allocate to the
Series 1999-1 Collection Account an amount determined as set forth in Section
3.2(a)(i) above for such day, which amount shall be further allocated to
the Series 1999-1 Accrued Interest Account; and


 


(ii)           allocate to the
Series 1999-1 Collection Account an amount equal to the Series 1999-1 Principal
Allocation for such day, which amount shall be used to make principal payments
in respect of the Series 1999-1 Notes until the Series 1999-1 Invested Amount
has been reduced to zero.


 


(c)           Series 1999-1 Excess Collection
Account. Amounts allocated to the Series 1999-1 Excess Collection Account
on any Series 1999-1 Deposit Date will be first used to pay the ARG
Mandatory Prepayment Amount pursuant to Section 3.4(c) of this Series
Supplement, second, used to pay the principal amount of any other Series
of Notes that are then required to be paid under the Base Indenture, as
supplemented by the Series Supplement relating to such Series of Notes, third,
used, at the option of the Issuer, to make a Decrease in accordance with Sections
2.2 and 3.4(b) of this Series Supplement, fourth, at the
option of the Issuer, released to the Issuer and used by the Issuer to refinance
Eligible Receivables or to acquire or refinance Eligible Vehicles hereunder or for
any other purpose, in each case, only to the extent that no Series 1999-1
Enhancement Deficiency would result from, or exist after, the release of such
funds to the Issuer and fifth, used to make a mandatory Decrease in
accordance with Sections 2.2 and 3.4(b) of this Series
Supplement. The Issuer may transfer funds to the Trustee for deposit in the Series
1999-1 Excess Collection Account on any Business Day. Upon receipt of any such
funds, the Trustee shall deposit them in the Series 1999-1 Excess Collection Account.
Upon the occurrence of a Termination Event, funds allocated to the Series 1999-1
Excess Collection Account will be allocated as Principal Collections by the Trustee
to the Series 1999-1 Collection Account and applied to reduce the Series 1999-1
Invested Amount on the immediately succeeding Distribution Date. Prior to
refinancing Eligible Receivables with funds released from the Series 1999-1
Excess Collection Account, the Issuer shall prepare or cause to be prepared a
Refinanced Vehicle Schedule concerning such Eligible Receivables and deliver or
cause to be delivered such Refinanced Vehicle Schedule to the Master Collateral
Agent and the Trustee.


 


Section 3.3             Payments
To Series 1999-1 Noteholder.


 


On
each Determination Date, as provided below, the Servicer shall instruct the
Trustee in writing to withdraw, and on the following Distribution Date the
Trustee,


 


15

















 


acting in accordance with such instructions, shall withdraw the amounts
required to be withdrawn from the Collection Account pursuant to Section
3.3(a) and (b) below in respect of all funds available from Interest
Collections processed since the preceding Distribution Date and allocated to
the Series 1999-1 Noteholder (less any portion thereof paid to the Series
1999-1 Noteholder during such period pursuant to Section 3.3(c) below).


 


(a)           Note Interest with respect to the
Series 1999-1 Notes. On each Determination Date, the Servicer shall
instruct the Trustee in writing as to the amount to be withdrawn and paid
pursuant to this Section 3.3(a) from amounts allocated to the Series
1999-1 Accrued Interest Account to the extent funds are anticipated to be
available from Interest Collections allocable to the Series 1999-1 Notes
processed from but not including the preceding Distribution Date through and
including the succeeding Distribution Date in respect of (x) first, an amount
equal to interest accrued on the Series 1999-1 Notes during the Series 1999-1
Interest Period ending on the day preceding such succeeding Distribution Date
which will be equal to the product of (i) the Series 1999-1 Note Rate for such
Series 1999-1 Interest Period and (ii) the average daily Series 1999-1 Invested
Amount during such Series 1999-1 Interest Period, and (y) then, an amount equal
to the amount of any unpaid Deficiency Amounts, as of the preceding
Distribution Date (together with any accrued interest on such Deficiency
Amounts). If the amount available to pay the amounts described in clauses
(x) and (y) of the preceding sentence of this Section 3.3(a)
is insufficient to pay such amounts on any Distribution Date, payments of
interest to the Series 1999-1 Noteholder will be reduced by the amount of such deficiency.
The amount, if any, of such deficiency on any Distribution Date shall be referred
to as the “Deficiency Amount.” Interest shall accrue on the Deficiency
Amount for each Series 1999-1 Interest Period at the Series 1999-1 Note Rate
for such Series 1999-1 Interest Period, On the following Distribution Date, the
Trustee shall, as instructed above, withdraw an amount equal to the accrued
interest on the Series 1999-1 Notes (as determined above) and the Deficiency
Amount, if any (together with accrued interest thereon), from the Series 1999-1
Accrued Interest Account and pay such amounts to the Series 1999-1 Noteholder
in accordance with Section 6.1 of the Base Indenture. If the Deficiency
Amount (together with interest thereon) is not paid in full within five (5) Business
Days, an Amortization Event with respect to the Series 1999-1 Notes snail occur
in accordance with clause (b) of Section 4.1 of this Series
Supplement.


 


(b)           Balance. On each Distribution
Date, the Servicer shall instruct the Trustee in writing to pay the balance
(after making the payments required in Section 3.3(a) of this Series
Supplement), if any, of the Interest Collections allocated to the Series 1999-1
Noteholder since the preceding Distribution Date (less any portion thereof paid
to the Series 1999-1 Noteholder during such period pursuant to Section
3.3(c) below) as follows:


 


(i)            on each
Distribution Date during the Series 1999-1 Revolving Period, (1) first, to the
Servicer, in an amount equal to the Series Monthly Servicing Fee with respect
to the Series 1999-1 Notes payable by the
Issuer pursuant to Section 26.1 of the Lease on such Distribution Date, (2)
second,


 


16

















 


to
the Trustee, in an amount equal to the Series 1999-1 Percentage as of the
immediately preceding Distribution Date of the Trustee’s fees for the Series
1999-1 Interest Period ending on such current Distribution Date, (3) third, to
pay any Carrying Charges (other than Carrying Charges provided for above) to
the Persons to whom such amounts are owed, in an amount equal to the Series
1999-1 Percentage as of the immediately preceding Distribution Date of such
Carrying Charges (other than Carrying Charges provided for above) for such
Series 1999-1 Interest Period and (4) fourth, the balance, if any, shall be
withdrawn by the Trustee from the Series 1999-1 Collection Account and paid to
the Issuer; and


 


(ii)           on each
Distribution Date during the Series 1999-1 Rapid Amortization Period, (1)
first, to the Trustee, in an amount equal to the Series 1999-1 Percentage as of
the immediately preceding Distribution Date of the Trustee’s fees for the
Series 1999-1 Interest Period ending on such current Distribution Date, (2)
second, to the Servicer, in an amount equal to the Series Monthly Servicing Fee
with respect to the Series 1999-1 Notes payable by the Issuer
pursuant to Section 26.1 of the Lease on such Distribution Date, (3) third, to
pay any Carrying Charges (other than Carrying Charges provided for above) to
the Persons to whom such amounts are owed, in an amount equal to the Series
1999-1 Percentage as of the immediately preceding Distribution Date of such
Carrying Charges (other than Carrying Charges provided for above) for such
Series 1999-1 Interest Period and (4) fourth, the balance, if any, shall be
applied to reduce the Series 1999-1 Invested Amount on such current
Distribution Date in accordance with Section 3.4 of this Series
Supplement.


 


(c)           Interest Payments during Series
1999-1 Interest Period. On any Business Day during a Series 1999-1 Interest
Period, the Servicer may instruct the Trustee in writing to withdraw, and on
such Business Day the Trustee, acting in accordance with such instructions,
shall withdraw, an amount equal to the lesser of (i) the product of the Issuer’s
Share on such Business Day and the amount of interest payable on such Business
Day in respect of interest on the ARG Notes of any series and (ii) the
aggregate amount of Interest Collections processed since the preceding
Distribution Date and allocated to the Series 1999-1 Noteholder (less any
portion thereof previously paid to the Series 1999-1 Noteholder during such
period pursuant to this Section 3.3(c)) and shall pay such amounts to the Series 1999-1 Noteholder in
accordance with Section 6.1 of the Base Indenture.


 


Section 3.4             Payment
of Note Principal.


 


(a)           Commencing on the first Determination
Date after the commencement of the Series 1999-1 Rapid Amortization Period and
on each Determination Date thereafter, the Servicer shall instruct the Trustee
in writing as to the amount allocated to the Series 1999-1 Notes during the Related
Month pursuant to Section 3.2(b)(ii) of this Series Supplement and, as
applicable, allocated pursuant to the last sentence of Section 3.2(c) of
this Series Supplement. On the Distribution Date following each such
Determination Date, the Trustee shall withdraw the amount allocated to the
Series 1999-1


 


17

















 


Notes during the Related Month pursuant to Section 3.2(b)(ii) of
this Series Supplement and, as applicable, allocated pursuant to the last
sentence of Section 3.2(c) of this Series Supplement, from the
Collection Account and, in accordance with Section 6.1 of he Base
Indenture, pay such amount to the Series 1999-1 Noteholder, to the extent
necessary to pay the Series 1999-1 Invested Amount during the Series 1999-1
Rapid Amortization Period. The entire principal amount of all Outstanding
Series 1999-1 Notes shall be due and payable on the Series 1999-1 Termination
Date.


 


(b)           On any Business Day during the Series
1999-1 Revolving Period on which a Decrease pursuant to Section 2.2 of
this Series Supplement is being made, the Trustee shall withdraw from the
Collection Account in accordance with the written instructions of the Servicer
an amount equal to the lesser of (i) the funds then allocated to the Series
1999-1 Excess Collection Account (including proceeds from any Increase and any
amounts allocated to the Series 1999-1 Excess Collection Account pursuant to Section
3.2(c) of this Series Supplement), after giving effect to any payment of
the ARG Mandatory Prepayment Amount on such Business Day, and (ii) the amount
of such Decrease, and pay such amount to the Series 1999-1 Noteholder.


 


(c)           On any Business Day on which funds
are available pursuant to Section 3.2(c) of this Series Supplement to
pay any ARG Mandatory Prepayment Amount, the Trustee shall withdraw from the
Collection Account in accordance with the written instructions of the Servicer
an amount equal to the lesser of (i) the funds then allocated to the Series
1999-1 Excess Collection Account (including proceeds from any Increase and any
amounts deposited by the Issuer in the Series 1999-1 Excess Collection Account
pursuant to Section 3.2(c) of this Series Supplement) and (ii) the
amount of such ARG Mandatory Prepayment Amount, and pay such amount to the
Series 1999-1 Noteholder.


 


Section 3.5             The
Servicer’s Failure to Instruct the Trustee to Make a Deposit or Payment.


 


If
the Servicer fails to give notice or instructions to make any payment from or
deposit into the Collection Account, the Series 1999-1 Collection Account, the
Series 1999-1 Accrued Interest Account or the Series 1999-1 Excess Collection
Account required to be given by the Servicer, at the time specified in the
Indenture or any other Related Document (including applicable grace periods),
the Trustee, to the extent that it has all of the necessary information to make
such a payment or deposit, shall make such payment or deposit into or from the
Collection Account, the Series 1999-1 Collection Account, the Series 1999-1
Accrued Interest Account or the Series 1999-1 Excess Collection Account without
such notice or instruction from the Servicer, provided that the
Servicer, upon request of the Trustee, promptly provides the Trustee with all
information necessary to allow the Trustee to make such a payment or deposit.
When any payment or deposit hereunder or under any other Related Document is
required to be made by the Trustee at or prior to a specified time, the
Servicer shall deliver any applicable written instructions with respect thereto
reasonably in advance of such specified time.


 


18

















 


ARTICLE IV


 


AMORTIZATION EVENTS


 


Section 4.1             Amortization
Events.


 


In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, the following shall be Amortization Events with respect to the
Series 1999-l Notes and shall constitute the Amortization Events set forth in
Section 9.1(f) of the Base Indenture with respect to the Series 1999-1 Notes:


 


(a)           a Series 1999-1 Enhancement Deficiency
shall occur and continue for at least two (2) Business Days;


 


(b)           the Issuer defaults in the payment of
any interest on, or other amount payable in respect of, the Series 1999-1 Notes
when the same becomes due and payable and such default continues for a period
of five (5) Business Days;


 


(c)           the Issuer defaults in the payment of
any principal of the Series 1999-1 Notes when the same becomes due and payable
and such default continues for a period of one (1) Business Day;


 


(d)           all principal of and interest on the
Series 1999-1 Notes is not paid in full on or before the Series 1999-1
Termination Date;


 


(e)           the Issuer fails to comply with any
of its other agreements or covenants in, or provisions of, the Series 1999-1
Notes or the Indenture and the failure to so comply materially and adversely
affects the interests of the Series 1999-1 Noteholder and continues to
materially and adversely affect the interests of the Series 1999-1 Noteholder
for a period of forty-five (45) days after the earlier of (i) the date on which
the Issuer obtains knowledge thereof or (ii) the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
the Issuer by the Trustee or to the Issuer and the Trustee by the ARG Trustee
or the Series 1999-1 Required Noteholders;


 


(f)            any representation made by the
Issuer in the Indenture or any Related Document is false and such false
representation materially and adversely affects the interests of the Series
1999-1 Noteholder and such false representation is not cured for a period of
forty-five (45) days after the earlier of (i) the date on which the Issuer obtains
knowledge thereof or (ii) the date that written notice thereof is given to the
Issuer by the Trustee or to the Issuer and the Trustee by the ARG Trustee or
the Series 1999-1 Required Noteholders;


 


(g)           (i) any Lease Event of Default
described in Section 17.1. l(i) or 17.1.5 of any Leasing Company Lease shall
occur, whether or not subsequently waived


 


19

















 


by the Issuer, or (ii) any other Lease Event of Default under any
Leasing Company Lease shall occur, whether or not subsequently waived by the
Issuer;


 


(h)           the Lease is terminated for any
reason; or


 


(i)            any of the Related Documents (other
than any Related Document relating solely to another Series of Notes) or any
material portion thereof shall not be in full force and effect, enforceable in
accordance with its terms (other than any Related Document that has been
terminated in accordance with its terms or any Manufacturer Program which is
not in full force and effect or unenforceable, in its entirety or with respect
to any material portion solely as a result of the occurrence of an Event of
Bankruptcy with respect to the related Manufacturer) or the Issuer, any Lessee
or he Servicer shall so assert in writing.


 


In the case of (i) any event described in clause (a), (b),
(c), (d), (g)(i), or (h) above, an Amortization
Event with respect to the Series 1999-1 Notes shall immediately occur without
any notice or other action on the part of the Trustee or any Series 1999-1
Noteholder or (ii) any event described in clause (e), (ii),
(g)(ii) or (i) above, either the Trustee, by written notice to
the Issuer, or the Series 1999-1 Required Noteholders, by written notice to the
Issuer and the Trustee, may declare that an Amortization Event has occurred
with respect to the Series 1999-1 Notes as of the date of the notice. An
Amortization Event described in clause (e), (f), (g)(ii),
or (i) above shall be subject to waiver in accordance with Section 9.4
of the Base Indenture. An Amortization Event described in clause (a), (b), (c),
(d), (g), (i), or (h) shall be subject to waiver by
all of the Series 1999-1 Noteholders.


 


Section 4.2             Rights
of the Trustee upon Affiliate Issuer Liquidation Event.


 


Upon
the occurrence of an Affiliate Issuer Liquidation Event, the Trustee, acting at
the direction of the ARG Trustee, shall cause the Issuer or the Lessees to
return Program Vehicles to the related Manufacturers (so long as a Manufacturer
Event of Default has not occurred and is continuing with respect to the related
Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to
be sold to third parties in an amount sufficient to pay the ARG Mandatory
Prepayment Amount, taking into account the availability of proceeds of Vehicles
being disposed of under the Leasing Company Leases, plus any interest on the
Series 1999-1 Notes relating thereto, and to the extent that any Manufacturer
fails to accept any such Program Vehicles under the terms of the applicable
Manufacturer Program (or if a Manufacturer Event of Default has occurred and is
continuing with respect to the related Manufacturer), shall cause the Issuer or
the Lessees to liquidate such Program Vehicles in accordance with the rights of
the Issuer under the Lease; provided, however, that the Trustee
and the Issuer (or the Lessees) shall select the Program Vehicles to be
returned to the related Manufacturers and the Non-Program Vehicles to be sold
to third parties in a manner that does not adversely affect in any material
respect the interests of the Noteholders of any Series of Notes or any
Enhancement Provider.


 


20

















 


ARTICLE V


 


FORM OF SERIES 1999-1 NOTES


 


The
Series 1999-1 Notes will be issued in fully registered form without interest
coupons, substantially in the form set forth in Exhibit A hereto, and
will be sold to ARG and shall be duly executed by the Issuer and authenticated
by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Other than the pledge of the Series 1999-1 Notes by ARG to the ARG
Trustee or otherwise in accordance with the ARG Indenture, the Series 1999-1
Notes will not be permitted to be transferred, assigned, exchanged or otherwise
pledged or conveyed by ARG. The Series 1999-1 Note shall bear a face amount
equal to the Series 1999-1 Maximum Invested Amount, and shall be initially
issued in a principal amount equal to the Series 1999-1 Initial Invested
Amount. The Trustee shall, or shall cause the Note Registrar to record any
Increases or Decreases with respect to the Series 1999-1 Invested Amount such
that the principal amount of the Series 1999-1 Notes Outstanding accurately
reflects all such Increases and Decreases in accordance with Article II hereof.


 


ARTICLE VI


 


GENERAL


 


Section 6.1             Optional
Repurchase. The Series 1999-1 Notes shall be subject to repurchase by the
Issuer at its option in accordance with Section 6.2 of the Base
Indenture, with no less than two Business Days’ prior written notice to the
Series 1999-1 Noteholder on any Business Day (the “Repurchase Date”).
The repurchase price for the Series 1999-1 Notes shall equal the Repurchase
Amount on the Repurchase Date


 


Section 6.2             Information.
(a) The Issuer shall cause the Servicer to prepare or cause to be prepared all
reports and statements required to be prepared and delivered by ARG pursuant to
the ARG Non-Segregated Series Supplements and shall cause the Servicer to
furnish or cause to be furnished all such reports and statements at the times
and to the Persons specified in the ARG Non-Segregated Series Supplements.


 


(b)           For purposes of the Non-Program
Vehicle Report required to be delivered under the Lease, such report shall be
prepared by a firm of nationally recognized independent accountants who shall
perform certain agreed upon procedures as are specified in the ARG
Non-Segregated Series Supplements.


 


Section 6.3             Exhibits.
The following exhibits attached hereto supplement the exhibits included in the
Indenture.


 


Exhibit
A: Form of Variable Funding Note 


Exhibit
B: Form of Series 1999-1 Demand Note


 


21

















 


Section 6.4             Series
1999-1 Demand Note. Other than pursuant to a demand thereon, the Issuer
shall not reduce the amount of the Series 1999-1 Demand Note or forgive amounts
payable thereunder so that the outstanding principal amount of the Series
1999-1 Demand Note after such reduction or forgiveness is less than an amount
equal to 5.0% of the Series 1999-1 Invested Amount; provided, however
that if the Issuer has first delivered to the Trustee an Opinion of Counsel
that reduction or forgiveness of amounts owing under the Series 1999-1 Demand
Note to an amount less than 5.0% of the Series 1999-1 Invested Amount will not
have an adverse effect on the tax characterization of the Series 1999-1 Notes
or any series of ARG Notes, the Issuer may reduce the amount of the Series
1999-1 Demand Note or forgive amounts payable thereunder to an amount less than
5.0% of the Series 1999-1 Invested Amount. The Issuer shall not distribute me
proceeds of any payment made in respect of the principal amount of the Series
1999-1 Demand Note to the owners of its partnership interests, nor shall the
Issuer lend any of such proceeds to Vanguard or any Affiliate of Vanguard under
the Subordinated Note or otherwise unless, after giving effect to such
distribution or loan, the outstanding principal amount of the Series 1999-1
Demand Note is at least equal to 5.0% of the Series 1999-1 Invested Amount (or
such lesser percentage permitted under the immediately preceding sentence). The
Issuer may enter into that certain Receivables Trust Agreement dated as of the
date hereof with The Bank of New York (Delaware) with respect to the Series
1999-1 Demand Note and the Subordinated Note.


 


Section 6.5             Ratification
of Base Indenture. As supplemented by this Series Supplement, the Base
Indenture is in all respects ratified and confirmed and the Base Indenture as
so supplemented by this Series Supplement shall be read, taken, and construed
as one and the same instrument.


 


Section 6.6             Counterparts.
This Series Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.


 


Section 6.7             Governing
Law. This Series Supplement and all matters arising out of or in any manner
relating to this Series Supplement shall be construed in accordance with the
law of the State of New York, and the obligations, rights and remedies of the
parties hereto shall be determined in accordance with such law.


 


Section 6.8             Amendments.
This Series Supplement may be modified or amended from time to time in
accordance with the terms of the Base Indenture; provided that no
consent of the Series 1999-1 Required Noteholders shall be required for any
change in the Series 1999-1 Maximum Invested Amount.


 


Section 6.9             Notice
to Rating Agencies. The Trustee shall provide to each Rating Agency a copy
of each notice delivered to, or required to be provided by, the Trustee
pursuant to this Series Supplement or any other Related Document.


 


 


 


22

















 


IN
WITNESS WHEREOF, the Issuer and the Trustee have caused this Series Supplement
to be duly executed by their respective officers hereunto duly authorized as of
the day and year first above written.


 


	
   

  	
  NATIONAL CAR RENTAL
  FINANCING 

  LIMITED PARTNERSHIP, 

  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NATIONAL CAR RENTAL
  FINANCING 

  
	
   

  	
  CORPORATION,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jill A. Gordon

  
	
   

  	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, 

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Bobko

  
	
   

  	
   

  	
  Name: John Bobko

  
	
   

  	
   

  	
  Title:Vice President

  
				



 


[Fifth
Amended and Restated National Car Rental Financing Limited Partnership Series
1999-1 Supplement]