Exhibit 4.4


 


EXECUTION COPY


 


 


ARG FUNDING
CORP.,


 


as Issuer


 


and


 


THE BANK OF
NEW YORK,


 


as Trustee


 


 


THIRD AMENDED
AND RESTATED SERIES 2004-1 SUPPLEMENT


 


dated as of April
13, 2006


 


to


 


FOURTH
AMENDED AND RESTATED BASE INDENTURE


 


dated as
of  April 13, 2006


 


 


Up to
$100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes, Class
A-1

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-2

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes, Class
A-3

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-4

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-5

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-6

Up to $100,000,000 Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-7


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ADDITIONAL ISSUANCES OF SERIES 2004-1 NOTES

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Procedure for Issuing Additional Series 2004-1 Notes

  	
  57

  
	
  Section 2.2

  	
  Optional Redemptions and Prepayments during the
  Series 2004-1 Revolving Period

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SERIES 2004-1 ALLOCATIONS

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Establishment and Administration of Series 2004-1
  Collection Account, Series 2004-1 Accrued Interest Account and Series 2004-1
  Excess Collection Account

  	
  58

  
	
  Section 3.2

  	
  Allocations with Respect to the Series 2004-1 Notes

  	
  62

  
	
  Section 3.3

  	
  Interest; Distribution Dates

  	
  66

  
	
  Section 3.4

  	
  Payment of Note Interest, Auction Agent Fees,
  Broker- Dealer Fees, Surety Provider Fee and Surety Provider Reimbursement
  Amounts

  	
  71

  
	
  Section 3.5

  	
  Payment of Note Principal

  	
  71

  
	
  Section 3.6

  	
  Servicer’s Failure to Instruct the Trustee to Make a
  Deposit or Payment

  	
  76

  
	
  Section 3.7

  	
  Series 2004-1 Reserve Account

  	
  76

  
	
  Section 3.8

  	
  Series 2004-1 Letters of Credit and Series 2004-1
  Cash Collateral Account

  	
  79

  
	
  Section 3.9

  	
  Series 2004-1 Distribution Account

  	
  83

  
	
  Section 3.10

  	
  Series 2004-1 Demand Note and Series 2004-1 Interest
  Rate Cap Constitute Additional Collateral for Series 2004-1 Notes

  	
  85

  
	
  Section 3.11

  	
  Series 2004-1 Interest Rate Caps

  	
  85

  
	
  Section 3.12

  	
  Calculation of Maximum Auction Rate and Overdue Rate

  	
  87

  
	
  Section 3.13

  	
  Designation of Special Auction Rate Periods

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AMORTIZATION EVENTS

  	
  89

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  [RESERVED]

  	
  92

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  [RESERVED]

  	
  92

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  FORM OF SERIES 2004-1 NOTES

  	
  92

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Restricted Global Series 2004-1 Notes

  	
  92

  
					



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  TERMINATION OF SERIES SUPPLEMENT

  	
  83

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Termination of Series Supplement

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  GENERAL

  	
  83

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Optional Redemption of Series 2004-1 Notes

  	
  83

  
	
  Section 9.2

  	
  Mandatory Redemption of Series 2004-1 Notes

  	
  83

  
	
  Section 9.3

  	
  Notice of Redemption of Series 2004-1 Notes

  	
  84

  
	
  Section 9.4

  	
  [RESERVED]

  	
  84

  
	
  Section 9.5

  	
  Information

  	
  84

  
	
  Section 9.6

  	
  Series 2004-1 Demand Note

  	
  88

  
	
  Section 9.7

  	
  Disposition Agent Agreement

  	
  88

  
	
  Section 9.8

  	
  Agreements Relating to LKE Program

  	
  88

  
	
  Section 9.9

  	
  Exhibits

  	
  89

  
	
  Section 9.10

  	
  Ratification of Base Indenture

  	
  90

  
	
  Section 9.11

  	
  Notice to Surety Provider and Rating Agencies

  	
  90

  
	
  Section 9.12

  	
  Surety Provider Deemed Noteholder and Secured Party

  	
  90

  
	
  Section 9.13

  	
  Third Party Beneficiary

  	
  90

  
	
  Section 9.14

  	
  Prior Notice by Trustee to Surety Provider

  	
  91

  
	
  Section 9.15

  	
  Subrogation

  	
  91

  
	
  Section 9.16

  	
  Counterparts

  	
  92

  
	
  Section 9.17

  	
  Governing Law

  	
  92

  
	
  Section 9.18

  	
  Amendments

  	
  92

  
				



 


ii

















 


THIRD AMENDED AND RESTATED SERIES 2004-1 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 ARG Funding Corp., a special purpose corporation established under the
laws of Delaware (“ARG”), 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 Fourth Amended and
Restated Base Indenture, dated as of April 13, 2005, between ARG and the
Trustee (as further amended, modified, restated or supplemented from time to
time, exclusive of Series Supplements, the “Base Indenture”).


 


PRELIMINARY
STATEMENT


 


WHEREAS,
pursuant to Sections 2.2 and 12.1 of the Base Indenture, the parties hereto have
entered into that certain Series 2004-1 Supplement, dated as of February 19,
2004 (as amended and restated as of March 4, 2005 and August 17, 2005, and as
further amended to date, the “Existing Series 2004-1 Supplement”);


 


WHEREAS,
Section 9.18 of the Existing Series 2004-1 Supplement permits the Existing
Series 2004-1 Supplement to be amended in accordance with the terms of the Base
Indenture;


 


WHEREAS,
Section 12.2 of the Base Indenture permits ARG and the Trustee, with the
consent of the Rating Agencies, any applicable Enhancement Provider and the
Required Noteholders to enter into one or more indentures supplemental to the
Existing Series 2004-1 Supplement; 


 


WHEREAS,
the parties hereto desire to amend and restate the Existing Series 2004-1
Supplement in its entirety.


 


NOW, THEREFORE, the parties hereto agree that the
Existing Series 2004-1 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 “Series 2004-1 Rental Car Asset Backed
Auction Rate Notes”.  The Series 2004-1 Notes (as defined
herein) shall be issued in seven classes: 
(i) the first of which shall be designated as the Series 2004-1 Rental
Car Asset Backed Auction Rate Notes, Class A-1, and referred to herein as the
“Class A-1 Notes”, (ii) the second of which shall be designated as the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-2, and referred to
herein as the “Class A-2 Notes”, (iii) the third of which shall be designated
as the Series 2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-3, and
referred to herein as the “Class A-3 Notes”, (iv) the fourth of which shall be
designated as the Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-4, and referred to herein as the “Class A-4 Notes”, (v) the fifth of
which shall be designated


 

















 


as the
Series 2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-5, and
referred to herein as the “Class A-5 Notes”, (vi) the sixth of which shall be
designated as the Series 2004-1 Rental Car Asset Backed Auction Rate Notes,
Class A-6, and referred to herein as the “Class A-6 Notes”, and (vii) the
seventh of which shall be designated as the Series 2004-1 Rental Car Asset
Backed Auction Rate Notes, Class A-7, and referred to herein as the “Class A-7
Notes”.  The Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the
Class A-6 Notes and the Class A-7 Notes are collectively referred to herein as
the “Series 2004-1 Notes”. 


 


The Series 2004-1 Notes shall be issued
in minimum denominations of $50,000 and integral multiples of $50,000 in excess
thereof.


 


The net proceeds from the sale of the Series 2004-1
Notes and the net proceeds from any Increase (as defined herein) shall be
deposited in the Collection Account and used to fund increases in the principal
amounts of the Leasing Company Notes and/or to reduce the principal amount of
other Series of Notes.


 


The Series 2004-1 Notes are a non-Segregated Series of
Notes (as more fully described in the Base Indenture) sharing in the
Collateral.  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 2004-1 Notes are hereby designated as a Series of Group I
Notes and this Series Supplement is hereby designated as a Group I
Supplement.  The Series 2004-1 Notes do
not have any rights in any collateral granted to the Trustee other than the
Collateral.


 


ARTICLE I



DEFINITIONS


 


(a)           All capitalized terms not otherwise
defined herein are defined in the Definitions List attached to the Base
Indenture as Schedule I 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 2004-1 Notes and not to
any other Series of Notes issued by ARG. 
All references herein to the “Series 2004-1 Supplement” shall mean the
Base Indenture, as supplemented hereby. 
For the avoidance of doubt, for purposes of calculating the “Required
Aggregate Asset Amount” as defined in the Base Indenture, the “Series 2004-1
Adjusted Invested Amount” definition shall be used in lieu of the “Series
2004-1 Invested Amount” definition.


 


2

















 


(b)           The following words and phrases shall
have the following meanings with respect to the Series 2004-1 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:


 


“Additional Class A-1 Notes” means any additional
Class A-1 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-2 Notes” means any additional
Class A-2 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-3 Notes” means any additional
Class A-3 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-4 Notes” means any additional
Class A-4 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-5 Notes” means any additional
Class A-5 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-6 Notes” means any additional
Class A-6 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Class A-7 Notes” means any additional
Class A-7 Notes issued or proposed to be issued after the Series 2004-1 Closing
Date in accordance with Section 2.1 of this Series Supplement.


 


“Additional Series 2004-1 Notes” means,
collectively, the Additional Class A-1 Notes, the Additional Class A-2 Notes,
the Additional Class A-3 Notes, the Additional Class A-4 Notes, the Additional
Class A-5 Notes, the Additional Class A-6 Notes and the Additional Class A-7
Notes.


 


“Adjusted Aggregate Asset Amount” means, as of
any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the
amount of cash and Permitted Investments on deposit in the Series 2004-1
Collection Account and available
for reduction of the Series 2004-1 Invested Amount and (2) the amount of cash
and Permitted Investments on deposit in the
Series 2004-1 Excess Collection Account, in each case on such day. 


 


3

















 


“Agent” means (i) with respect to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-6 Notes and the
Class A-7 Notes, Lehman Brothers Inc., in its capacity as agent under the
Distribution Agreement with respect to the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class A-6 Notes and the Class A-7 Notes, and
(ii) with respect to the Class A-4 Notes and the Class A-5 Notes, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as agent under
the Distribution Agreement with respect to the Class A-4 Notes and the Class
A-5 Notes.


 


“Aggregate Asset Amount Deficiency” means, as of
any date of determination, the amount by which the Required Aggregate Asset
Amount as of such date exceeds the Aggregate Asset Amount as of such date.


 


“Applicable
Percentage” means, on any date of determination with respect to the Series 2004-1 Notes of any Class, the
percentage determined as set forth below based on the prevailing rating of the
Series 2004-1 Notes in effect at the
close of business on the Business Day immediately preceding such date of
determination:


 


	
  Prevailing Rating

  	
   

  	
  Applicable Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “AAA”/“Aaa”

  	
   

  	
  1.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “AA”/“Aa”

  	
   

  	
  1.75%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “A”/“A”

  	
   

  	
  2.25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “BBB”/“Baa”

  	
   

  	
  2.45%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Below “BBB”/“Baa”

  	
   

  	
  3.50%

  	
   

  



 


For purposes of this definition, the “prevailing
rating” of the Series 2004-1 Notes
will be:


 


(a)           “AAA”/“Aaa”, if the Series 2004-1
Notes have a rating of “AAA” by Standard & Poor’s and a rating of “Aaa” by
Moody’s;


 


(b)           if not “AAA”/ “Aaa”, then “AA”/“Aa”
if the Series 2004-1 Notes have a rating of “AA-” or better by Standard &
Poor’s and a rating of “Aa3” or better by Moody’s;


 


(c)           if not “AAA”/ “Aaa” or “AA”/“Aa”,
then “A”/ “A” if the Series 2004-1 Notes have a rating of “A-” or better by
Standard & Poor’s and a rating of “A3” or better by Moody’s;


 


(d)           if not “AAA”/“Aaa”, “AA”/“Aa” or “A”/“A”,
then “BBB”/“Baa” if the Series 2004-1 Notes have a rating of “BBB-” or better
by Standard & Poor’s and a rating of “Baa3” or better by Moody’s; and


 


4

















 


(e)           if not “AAA”/“Aaa”, “AA”/“Aa”, “A”/“A”
or “BBB”/“Baa”, then below “BBB”/“Baa”, whether or not the Series 2004-1 Notes
are rated by any rating agency.


 


“Auction Agent” means the Initial Auction Agent
unless and until a Substitute Auction Agent Agreement becomes effective, after
which “Auction Agent” shall mean the Substitute Auction Agent.


 


“Auction Agent Agreement” means the Initial
Auction Agent Agreement unless and until a Substitute Auction Agent Agreement
is entered into, after which “Auction Agent Agreement” shall mean such
Substitute Auction Agent Agreement.


 


“Auction
Agent Fee” means the fee payable
to the Auction Agent as set forth in Section 6.4(b) of the Auction Agent
Agreement.


 


“Auction Date” means, with respect to the Series 2004-1 Notes of any
Class, the Business Day immediately preceding the first day of each Auction
Rate Period therefor, other than:


 


(a)           each Auction Rate Period commencing
after such Series 2004-1 Notes are no longer represented by one or more
Restricted Global Notes;


 


(b)           each Auction Rate Period commencing
after the occurrence and during the continuance of a Surety Default; or


 


(c)           any Auction Rate Period commencing
less than two Business Days after the cure of a Surety Default.


 


“Auction Procedures” means, the
procedures set forth in Appendix A to this Series Supplement by which each
Auction Rate is determined.


 


“Auction Rate” means, with respect to
the Series 2004-1 Notes of any Class and any Auction Rate Period therefor, each
per annum rate of interest that results from the implementation of the Auction
Procedures with respect to the Series
2004-1 Notes of such Class on the Auction Date immediately preceding
such Auction Rate Period, which rate is determined as described in Section
2.1.1(c)(ii) of the Auction Procedures.


 


“Auction
Rate Period” means, for the Series 2004-1 Notes of any Class, the Initial
Auction Rate Period therefor and any Subsequent Auction Rate Period therefor,
including any Special Auction Rate Period therefor.


 


“Broker-Dealer”
means (i) with respect to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-6 Notes and the
Class A-7 Notes, Lehman Brothers Inc. and each successor or assign
permitted pursuant to the terms of the Broker-Dealer Agreement with respect to
the Class A-1 Notes, the Class A-2 Notes,
the Class A-


 


5

















 


3 Notes, the Class A-6 Notes and the Class A-7 Notes and any other financial institution
party to a Broker-Dealer Agreement with respect to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-6
Notes and the Class A-7 Notes and (ii) with respect to the Class A-4 Notes and the Class A-5 Notes, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and each successor or assign permitted pursuant to the
terms of the Broker-Dealer Agreement with respect to the Class A-4 Notes and the Class A-5 Notes
and any other financial institution party to a Broker-Dealer Agreement with
respect to the Class A-4 Notes and the Class
A-5 Notes.


 


“Broker-Dealer
Agreement” means, with respect to the Series 2004-1 Notes of any Class,
each agreement between the Auction Agent and a Broker-Dealer with respect to
the Series 2004-1 Notes of such Class, pursuant to which such Broker-Dealer has
agreed to participate in Note Auctions as set forth in the Auction Procedures,
as such agreement may be from time to time amended or supplemented.


 


“Broker-Dealer Fee” means the fees payable to
each Broker-Dealer as set forth in the Broker-Dealer Agreements.


 


“Business
Day” means any day other than (i) a Saturday, Sunday or other day on which
banks are authorized or required by law to be closed in New York City, New
York, or Chicago, Illinois, (ii) a day on which the Auction Agent is authorized
or required by law to be closed and (iii) a day on which the New York Stock
Exchange is closed.


 


“Certificate of Lease Deficit Demand” means a
certificate in the form of Annex A to a Series 2004-1 Letter of Credit.


 


“Certificate of Termination Date Demand” means a
certificate in the form of Annex D to a Series 2004-1 Letter of Credit.


 


“Certificate of Termination Demand” means a
certificate in the form of Annex C to a Series 2004-1 Letter of Credit.


 


“Certificate of Unpaid Demand Note Demand” means
a certificate in the form of Annex B to a Series 2004-1 Letter of
Credit.


 


“Class A-1 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $18,333.33 and (b) for any other
Distribution Date with respect to the Class A-1 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes ending on
the day preceding such Distribution Date, the sum of an amount equal to the
product of (l) the Class A-1 Note Rate for such Interest Period, (2) the Class
A-1 Outstanding Principal Amount on the first day of such Interest Period, and
(3) a fraction, the numerator of which is the number of days in such Interest
Period and the denominator of which is 360, and (ii) an amount equal to the
amount of any unpaid Series 2004-1 Deficiency Amounts with respect to the Class
A-1 Notes, as of the preceding Distribution


 


6

















 


Date with respect to such Class A-1 Notes (together with
any accrued interest on such Series 2004-1 Deficiency Amounts).


 


“Class A-1 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007 Program Distribution Date, the first Principal Distribution Date with
respect to the Class A-1 Notes occurring on or after the First Potential Series
2004-1 Redemption Date occurring in August 2009.


 


“Class A-1 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007
Program Distribution Date, the first Principal Distribution Date with respect to
the Class A-1 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2010, or (ii) if a Series 2004-1 Cap
Extension Event does not occur on or prior to the August 2007 Program
Distribution Date, the first Principal Distribution Date with respect to the
Class A-1 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2008, as applicable.


 


“Class A-1 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-1 Notes, which is
$100,000,000.


 


“Class A-1 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-1 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-1 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-1 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-1 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-1 Notes, 1.10% per annum, and for
any subsequent Auction
Rate Period for the Class A-1 Notes, the rate per annum at which interest is
payable on the Class A-1 Notes for such Interest Period as determined in
accordance with Section 3.3(c) of this Series Supplement. 


 


“Class A-1 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-1, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-1 hereto.  Definitive Class A-1
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-1 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-1
Initial Invested Amount minus (b) the aggregate principal amount of Class A-1
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-1 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


7

















 


“Class A-1 Periodic Interest” means, with respect
to any Interest Period for the Class A-1 Notes, an amount equal to the product
of (A) the Class A-1 Invested Amount on the first day of such Interest Period,
(B) the Class A-1 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-2 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $24,266.67 and (b) for any other
Distribution Date with respect to the Class A-2 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-2 Note Rate for such Interest Period, (2) the
Class A-2 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-2 Notes, as of the preceding Distribution Date with respect to
such Class A-2 Notes (together with any accrued interest on such Series 2004-1
Deficiency Amounts).


 


“Class A-2 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007 Program Distribution Date, the first Principal Distribution Date with
respect to the Class A-2 Notes occurring on or after the First Potential Series
2004-1 Redemption Date occurring in August 2009.


 


“Class A-2 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007  Program Distribution Date, the first
Principal Distribution Date with respect to the Class A-2 Notes occurring on or
after the First Potential Series 2004-1 Redemption Date occurring in August
2010, or (ii) if a Series 2004-1 Cap Extension Event does not occur on or prior
to the August 2007 Program Distribution Date, the first Principal Distribution
Date with respect to the Class A-2 Notes occurring on or after the First
Potential Series 2004-1 Redemption Date occurring in August 2008, as
applicable.


 


“Class A-2 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-2 Notes, which is
$60,000,000.


 


“Class A-2 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-2 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-2 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-2 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-2 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-2 Notes, 1.12% per annum, and for
any subsequent Auction
Rate Period for the Class A-2 Notes, the rate per annum at which interest is
payable on the


 


8

















 


Class
A-2 Notes for such Interest Period as determined in accordance with Section
3.3(c) of this Series Supplement.


 


“Class A-2 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-2, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-2 hereto.  Definitive Class A-2 Notes
shall have such insertions and deletions as are necessary to give effect to the
provisions of Section 2.18 of the Base Indenture.


 


“Class A-2 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-2
Initial Invested Amount minus (b) the aggregate principal amount of Class A-2
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-2 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


“Class A-2 Periodic Interest” means, with respect
to any Interest Period for the Class A-2 Notes, an amount equal to the product
of (A) the Class A-2 Invested Amount on the first day of such Interest Period,
(B) the Class A-2 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-3 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $37,333.33 and (b) for any other
Distribution Date with respect to the Class A-3 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-3 Note Rate for such Interest Period, (2) the
Class A-3 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-3 Notes, as of the preceding Distribution Date with respect to
such Class A-3 Notes (together with any accrued interest on such Series 2004-1
Deficiency Amounts).


 


“Class A-3 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007  Program Distribution Date, the
first Principal Distribution Date with respect to the Class A-3 Notes occurring
on or after the First Potential Series 2004-1 Redemption Date occurring in
August 2009.


 


“Class A-3 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007  Program Distribution Date, the first
Principal Distribution Date with respect to the Class A-3 Notes occurring on or
after the First Potential Series 2004-1 Redemption Date occurring in August
2010, or (ii) if a Series 2004-1 Cap Extension Event does not occur on or prior
to the August 2007 Program Distribution Date, the first Principal Distribution
Date with respect to the Class


 


9

















 


A-3 Notes occurring on or after the First Potential
Series 2004-1 Redemption Date occurring in August 2008, as applicable.


 


“Class A-3 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-3 Notes, which is
$60,000,000.


 


“Class A-3 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-3 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-3 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-3 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-3 Note Rate” means with respect to the
Auction Rate Interest Period for the Class A-3 Notes, 1.12% per annum, and for
any subsequent Auction
Rate Period for the Class A-3 Notes, the rate per annum at which interest is
payable on the Class A-3 Notes for such Interest Period as determined in
accordance with Section 3.3(c) of this Series Supplement. 


 


“Class A-3 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-3, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-3 hereto.  Definitive Class A-3
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-3 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-3
Initial Invested Amount minus (b) the aggregate principal amount of Class A-3
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2 of
this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-3 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


“Class A-3 Periodic Interest” means, with respect
to any Interest Period for the Class A-3 Notes, an amount equal to the product
of (A) the Class A-3 Invested Amount on the first day of such Interest Period,
(B) the Class A-3 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-4 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $50,400.00 and (b) for any other
Distribution Date with respect to the Class A-4 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-4 Note Rate for such Interest Period, (2) the
Class A-4 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-4 Notes, as of the preceding Distribution


 


10

















 


Date with respect to such Class A-4 Notes (together with
any accrued interest on such Series 2004-1 Deficiency Amounts).


 


“Class A-4 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007 Program Distribution Date, the first Principal Distribution Date with
respect to the Class A-4 Notes occurring on or after the First Potential Series
2004-1 Redemption Date occurring in August 2009.


 


“Class A-4 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007
Program Distribution Date, the first Principal Distribution Date with respect
to the Class A-4 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2010, or (ii) if a Series 2004-1 Cap
Extension Event does not occur on or prior to the August 2007 Program
Distribution Date, the first Principal Distribution Date with respect to the
Class A-4 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2008, as applicable.


 


“Class A-4 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-4 Notes, which is
$60,000,000.


 


“Class A-4 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-4 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-4 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-4 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-4 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-4 Notes, 1.12% per annum, and for
any subsequent Auction
Rate Period for the Class A-4 Notes, the rate per annum at which interest is
payable on the Class A-4 Notes for such Interest Period as determined in
accordance with Section 3.3(c)of this Series Supplement. 


 


“Class A-4 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-4, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-4 hereto.  Definitive Class A-4
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-4 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-4
Initial Invested Amount minus (b) the aggregate principal amount of Class A-4
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-4 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


11

















 


“Class A-4 Periodic Interest” means, with respect
to any Interest Period for the Class A-4 Notes, an amount equal to the product
of (A) the Class A-4 Invested Amount on the first day of such Interest Period,
(B) the Class A-4 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-5 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $63,466.67 and (b) for any other
Distribution Date with respect to the Class A-5 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-5 Note Rate for such Interest Period, (2) the
Class A-5 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-5 Notes, as of the preceding Distribution Date with respect to
such Class A-5 Notes (together with any accrued interest on such Series 2004-1
Deficiency Amounts).


 


“Class A-5 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007  Program Distribution Date, the
first Principal Distribution Date with respect to the Class A-5 Notes occurring
on or after the First Potential Series 2004-1 Redemption Date occurring in
August 2009.


 


“Class A-5 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007
Program Distribution Date, the first Principal Distribution Date with respect
to the Class A-5 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2010, or (ii) if a Series 2004-1 Cap
Extension Event does not occur on or prior to the August 2007 Program
Distribution Date, the first Principal Distribution Date with respect to the
Class A-5 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2008, as applicable.


 


“Class A-5 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-5 Notes, which is
$60,000,000.


 


“Class A-5 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-5 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-5 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-5 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-5 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-5 Notes, 1.12% per annum, and for
any subsequent Auction
Rate Period for the Class A-5 Notes, the rate per annum at which interest is
payable on the


 


12

















 


Class
A-5 Notes for such Interest Period as determined in accordance with Section
3.3(c)of this Series Supplement. 


 


“Class A-5 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-5, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-5 hereto.  Definitive Class A-5
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-5 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-5
Initial Invested Amount minus (b) the aggregate principal amount of Class A-5
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any Additional
Class A-5 Notes issued after the Series 2004-1 Closing Date and on or prior to
such date.


 


“Class A-5 Periodic Interest” means, with respect
to any Interest Period for the Class A-5 Notes, an amount equal to the product
of (A) the Class A-5 Invested Amount on the first day of such Interest Period,
(B) the Class A-5 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-6 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $90,400.00 and (b) for any other
Distribution Date with respect to the Class A-6 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-6 Note Rate for such Interest Period, (2) the
Class A-6 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-6 Notes, as of the preceding Distribution Date with respect to
such Class A-6 Notes (together with any accrued interest on such Series 2004-1
Deficiency Amounts).


 


“Class A-6 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007  Program Distribution Date, the
first Principal Distribution Date with respect to the Class A-6 Notes occurring
on or after the First Potential Series 2004-1 Redemption Date occurring in
August 2009.


 


“Class A-6 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007
Program Distribution Date, the first Principal Distribution Date with respect
to the Class A-6 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2010, or (ii) if a Series 2004-1 Cap
Extension Event does not occur on or prior to the August 2007 Program
Distribution Date, the first Principal Distribution Date with respect to the
Class


 


13

















 


A-6 Notes occurring on or after the First Potential
Series 2004-1 Redemption Date occurring in August 2008, as applicable.


 


“Class A-6 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-6 Notes, which is
$60,000,000.


 


“Class A-6 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-6 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-6 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-6 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-6 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-6 Notes, 1.13% per annum, and for
any subsequent Auction
Rate Period for the Class A-6 Notes, the rate per annum at which interest is
payable on the Class A-6 Notes for such Interest Period as determined in
accordance with Section 3.3(c)of this Series Supplement. 


 


“Class A-6 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-6, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-6 hereto.  Definitive Class A-6
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-6 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-6
Initial Invested Amount minus (b) the aggregate principal amount of Class A-6
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-6 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


“Class A-6 Periodic Interest” means, with respect
to any Interest Period for the Class A-6 Notes, an amount equal to the product
of (A) the Class A-6 Invested Amount on the first day of such Interest Period,
(B) the Class A-6 Note Rate for such Interest Period and (C) the number of days
in such Interest Period divided by 360.


 


“Class A-7 Adjusted Periodic Interest” means (a)
for the Initial Distribution Date, $260,527.78 and (b) for any other
Distribution Date with respect to the Class A-7 Notes, the sum of (i) for the
Interest Period with respect to such Series 2004-1 Notes
ending on the day preceding such Distribution Date, the sum of an amount equal
to the product of (l) the Class A-7 Note Rate for such Interest Period, (2) the
Class A-7 Outstanding Principal Amount on the first day of such Interest
Period, and (3) a fraction, the numerator of which is the number of days in
such Interest Period and the denominator of which is 360, and (ii) an amount
equal to the amount of any unpaid Series 2004-1 Deficiency Amounts with respect
to the Class A-7 Notes, as of the preceding Distribution


 


14

















 


Date with respect to such Class A-7 Notes (together with
any accrued interest on such Series 2004-1 Deficiency Amounts).


 


“Class A-7 Expected Final Distribution Date”
means if a Series 2004-1 Cap Extension Event occurs on or prior to the August
2007 Program Distribution Date, the first Principal Distribution Date with
respect to the Class A-7 Notes occurring on or after the First Potential Series
2004-1 Redemption Date occurring in August 2009.


 


“Class A-7 Final Distribution Date” means (i) if
a Series 2004-1 Cap Extension Event occurs on or prior to the August 2007
Program Distribution Date, the first Principal Distribution Date with respect
to the Class A-7 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2010, or (ii) if a Series 2004-1 Cap
Extension Event does not occur on or prior to the August 2007 Program
Distribution Date, the first Principal Distribution Date with respect to the
Class A-7 Notes occurring on or after the First Potential Series 2004-1
Redemption Date occurring in August 2008, as applicable.


 


“Class A-7 Initial Invested Amount” means the
aggregate initial principal amount of the Class A-7 Notes, which is
$100,000,000.


 


“Class A-7 Invested Amount” means, when used with
respect to any date, an amount equal to (a) the Class A-7 Outstanding Principal
Amount plus (b) the
sum of (i) the aggregate principal amount of any Class A-7 Notes redeemed with
the proceeds of a demand on the Surety Bond on or prior to such date and (ii)
the aggregate principal amount of Class A-7 Notes the redemption of which shall
have been rescinded for any reason.


 


“Class A-7 Note Rate” means with respect to the
Initial Auction Rate Period for the Class A-7 Notes, 1.13% per annum, and for
any subsequent Auction
Rate Period for the Class A-7 Notes, the rate per annum at which interest is
payable on the Class A-7 Notes for such Interest Period as determined in
accordance with Section 3.3(c)of this Series Supplement. 


 


“Class A-7 Notes” means any one of the Series
2004-1 Rental Car Asset Backed Auction Rate Notes, Class A-7, executed by ARG
and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit
A-7 hereto.  Definitive Class A-7
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-7 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-7
Initial Invested Amount minus (b) the aggregate principal amount of Class A-7
Notes which shall have been redeemed pursuant to Section 9.1 or 9.2
of this Series Supplement on or prior to such date plus (c) the aggregate principal amount of any
Additional Class A-7 Notes issued after the Series 2004-1 Closing Date and on
or prior to such date.


 


15

















 


 “Class A-7
Periodic Interest” means, with respect to any Interest Period for the Class
A-7 Notes, an amount equal to the product of (A) the Class A-7 Invested Amount
on the first day of such Interest Period, (B) the Class A-7 Note Rate for such
Interest Period and (C) the number of days in such Interest Period divided by
360.


 


“Class
Invested Amount” means, with respect to the Series 2004-1 Notes of any
Class, the Class A-1 Invested Amount, the Class A-2 Invested Amount, the Class
A-3 Invested Amount, the Class A-4 Invested Amount, the Class A-5 Invested
Amount, the Class A-6 Invested Amount or the Class A-7 Invested Amount, as the
case may be. 


 


“Class Percentage” means, with respect to the
Series 2004-1 Notes of any Class, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Class Invested Amount
of the Series 2004-1 Notes of such Class and the denominator of which is the
aggregate Invested Amounts of each Series of Group I Notes outstanding as of
such date.


 


“Consolidated
Net Income” means, for any period, the net income (loss) of Worldwide and
its consolidated Subsidiaries determined in accordance with GAAP as in effect
on the date hereof and without giving effect to subsequently promulgated GAAP
or any changes in the manner in which GAAP would be applied.


 


“Determination
Date” means the third Business Day prior to each Program Distribution Date.


 


“Disposition Agent Unpaid Fee Amount” has the
meaning specified in Section 3.7(f)  of this Series Supplement.


 


“Disposition Proceeds” means the net proceeds (other
than (i) the portion of the Repurchase Price payable by the Manufacturer
pursuant to a Manufacturer Program or (ii) with respect to Series 2004-1
Non-Program Vehicles, the portion of the net proceeds payable by any Lessee
pursuant to the applicable Lease) from the sale or disposition of a Vehicle to
any Person, whether at an auction or otherwise.


 


“Distribution
Agreement” means, with respect to the Series 2004-1 Notes of any Class, the
agreement among ARG, Vanguard Holdings and an
Agent pursuant to which such Agent agrees, subject to the terms and
conditions thereof, to solicit bids to purchase Additional Series 2004-1 Notes
of such Class.


 


“Distribution
Date” with respect to the Series 2004-1 Notes of each Class has the meaning
set forth in Section 3.3(a) of this Series Supplement.


 


“Distribution
Date Statement” means the statement to be provided to the Trustee pursuant
to Section 9.5(a) of this Series Supplement.


 


“Existing Series 2004-1 Noteholder” of the Series 2004-1 Notes of any Class
means a Person who has signed and delivered to the Broker-Dealer with respect
to


 


16

















 


the
Series 2004-1 Notes of such Class or the Agent with respect to the Series
2004-1 Notes of such Class, as applicable, a Purchaser’s Letter and is listed
as the beneficial owner of the Series 2004-1 Notes of such Class in the
Existing Series 2004-1 Noteholder Registry of such Class.


 


“Existing
Series 2004-1 Noteholder Registry” means the register in respect of the
Series 2004-1 Notes of each Class maintained by the Auction Agent pursuant to
Section 2.2(c) of the Auction Agent Agreement.


 


“Expected
Final Distribution Date” means with
respect to the Series 2004-1 Notes of any Class, the Class A-1 Expected Final
Distribution Date, the Class A-2 Expected Final Distribution Date, the Class
A-3 Expected Final Distribution Date, the Class A-4 Expected Final Distribution
Date, the Class A-5 Expected Final Distribution Date, the Class A-6 Expected
Final Distribution Date or the Class A-7 Expected Final Distribution Date, as
applicable.


 


“Fair Market Value” means, with respect to any
Vehicle as of any date of determination, the wholesale market value of such
Vehicle as specified in the Related Month’s Lease Guide, for the model class
and model year of such Vehicle based on the average equipment and the average
mileage of each vehicle of such model class and model year; provided,
that if the Lease Guide is not being published or the Lease Guide is being
published but such Vehicle is not included therein, the Finance Guide at the
beginning of the model year shall be used to estimate the wholesale market
value of the Vehicle, based on the Vehicle’s model class and model year or the
closest model class and model year thereto and a vehicle condition of “average”
(as defined in the Finance Guide); provided, further, that if the
Finance Guide is not being published or the Finance Guide is being published
but such Vehicle is not included therein, the wholesale market value of such
Vehicle shall be based on an independent third-party data source, and
determined in accordance with a methodology, with respect to which the Series
2004-1 Rating Agency Confirmation and Consent Condition shall have been
satisfied; provided, further, that if no such third-party data source
or methodology shall have been so approved or any such third-party source or
methodology is not available, the wholesale market value of such Vehicle shall
be the Capitalized Cost of such Vehicle less depreciation charges at a rate
equal to the Vanguard Historical Depreciation Rate as of such date of the
Capitalized Cost of such Vehicle since the date of such Vehicle’s purchase.


 


“Fair Market Value Average” means, as of any
Determination Date, the percentage equivalent of a fraction, the numerator of which
is the average of the sum of the respective Fair Market Values of each Series
2004-1 Non-Program Vehicle (including, for the avoidance of doubt, any Series
2004-1 Non-Program Vehicle that was a Series 2004-1 Program Vehicle but was
redesignated as a Series 2004-1 Non-Program Vehicle as a result of a
Manufacturer Event of Default, effective as of the second Determination Date
following such redesignation, but only for so long as such Series 2004-1
Non-Program Vehicle is designated as a Series 2004-1 Non-Program Vehicle, but


 


17

















 


excluding Series 2004-1 Ineligible Program Vehicles) subject
to the Leases as of such Determination Date and the two Determination Dates
precedent thereto and the denominator of which is the average of the aggregate
Net Book Value of each Series 2004-1 Non-Program Vehicle (including, for the
avoidance of doubt, any Series 2004-1 Non-Program Vehicle that was a Series
2004-1 Program Vehicle but was redesignated as a Series 2004-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, effective as of the
second Determination Date following such redesignation, but only for so long as
such Series 2004-1 Non-Program Vehicle is designated as a Series 2004-1
Non-Program Vehicle, but excluding Series 2004-1 Ineligible Program Vehicles) subject
to the Leases as of such Determination Date and the two Determination Dates
precedent thereto; provided that for purposes of determining the Net
Book Value of any Series 2004-1 Program Vehicle that was redesignated as a
Series 2004-1 Non-Program Vehicle as a result of a Manufacturer Event of
Default, notwithstanding the definition of Net Book Value set forth in the Base
Indenture, Net Book Value shall be determined, for purposes of calculating the
Fair Market Value and Fair Market Value Average, by applying the Depreciation
Schedule (and applicable Depreciation Charges) established for such Series 2004-1
Non-Program Vehicle when such Series 2004-1 Non-Program Vehicle was
redesignated in accordance with the provisions of the applicable Lease.


 


“Final Distribution Date” means with respect to
the Series 2004-1 Notes of any Class, the Class A-1 Final Distribution Date,
the Class A-2 Final Distribution Date, the Class A-3 Final Distribution Date,
the Class A-4 Final Distribution Date, the Class A-5 Final Distribution Date,
the Class A-6 Final Distribution Date or the Class A-7 Final Distribution Date,
as applicable.


 


“First Potential Series 2004-1 Redemption Date”
means the fifth Business Day after the Determination Date in each calendar
month.


 


“GM
Freeze Vehicle Amount” means, as of any
date of determination (x) (1) on which a Series 2004-1 Optional Incremental GM
Enhancement Period is not in effect and (2) either (A) in any period during which
no Manufacturer Event of Default with respect to GM has occurred and is
continuing or (B) which is less than 31 days after the occurrence of a
Specified Manufacturer Event of Default with respect to GM that is continuing, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to the extent that such amounts are
included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all GM Freeze
Vehicles that are Eligible Vehicles as of such date and not turned in to GM
pursuant to its Manufacturer Program, or not otherwise sold or deemed to be
sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from GM under its Manufacturer Program with respect to Eligible
Vehicles that were GM Freeze Vehicles (other than Exchanged Vehicles) (as of
the applicable Disposition Date) and turned in to GM pursuant to such
Manufacturer Program and the aggregate of all Eligible Receivables owned by a
Leasing Company, financed under the related Leasing Company Indenture and owed
by GM with respect to a GM Freeze Vehicle under and in accordance with its


 


18

















 


Manufacturer Program, plus (iii) with regard to
Eligible Vehicles that were GM Freeze Vehicles (as of the applicable
Disposition Date) that have been turned in to GM, or otherwise sold, any
Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable as of such date under the Leases, plus (iv)
with regard to Eligible Vehicles that were GM Freeze Vehicles (as of the
applicable Disposition Date) that have been turned in to GM, or otherwise sold,
any accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that were GM Freeze Vehicles (net of amounts set forth in clauses
(ii) and (iii) above), plus (v) if such date of determination is during the
period from and including a Determination Date to but excluding the next
Program Distribution Date, any accrued and unpaid Monthly Base Rent under the
Leases with respect to such Eligible Vehicles that were GM Freeze Vehicles that
have not been turned in to GM or otherwise sold, as of such date of
determination and (y) (1) on which a Series
2004-1 Optional Incremental GM Enhancement Period is in effect, (2) in
any period during which a Manufacturer Event of Default other than a Specified
Manufacturer Event of Default with respect to GM has occurred and is
continuing, or (3) which is at least 31
days after the occurrence of a Specified Manufacturer Event of Default with
respect to GM that is continuing, zero.


 


“GM
Freeze Vehicle Percentage” means, as of
any date of determination, the percentage equivalent of a fraction, the numerator
of which is the GM Freeze Vehicle Amount as of such date and the denominator of
which is the Aggregate Asset Amount as of such date.


 


“GM
Program Vehicle Amount” means, as of any date of determination (a) on which GM is a Series 2004-1 Eligible Program
Manufacturer, an amount equal to the
sum, rounded to the nearest $100,000, of the following amounts to the extent
that such amounts are included in the definition of “Aggregate Asset Amount”
for such date:  (i) the Net Book Value of
all Series 2004-1 Program Vehicles that are Eligible Vehicles as of such date
that were manufactured by GM and were not turned in to GM pursuant to its
Manufacturer Program, if any, or delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable by a
Leasing Company as of such date (other than Excluded Payments) from GM under
Manufacturer Programs with respect to Eligible Vehicles (other than Exchanged
Vehicles) (as of the applicable disposition date) that were manufactured by GM,
and that were turned in to GM pursuant to any such Manufacturer Program or
delivered for Auction pursuant to any Manufacturer Program and the aggregate of
all Eligible Receivables owned by a Leasing Company, financed under the related
Leasing Company Indenture and owed by GM in respect of Eligible Vehicles under
and in accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2004-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by GM and that have been delivered for
Auction, all amounts receivable (other than amounts specified in clause (ii)
above) from any person or entity in connection with the Auction of such
Eligible Vehicles as of such date, (iv) with regard to Eligible Vehicles that
were Series 2004-1 Program Vehicles (as of the applicable disposition date)
that were manufactured by GM and that have been


 


19

















 


turned in to the Manufacturer, delivered for Auction or
otherwise sold, any Casualty Payments or Termination Payments with respect to
such Eligible Vehicles due and payable as of such date under the Leases, (v)
with regard to Eligible Vehicles that were Series 2004-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by GM and that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clauses (ii), (iii)
and (iv) above),
and (vi) if such date of determination is during the period from and including
a Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles and that have not been turned in to GM for Auction or
otherwise sold, as of such date of determination, or (b) on which GM is not a
Series 2004-1 Eligible Program Manufacturer, zero. 


 


“Hyundai” means Hyundai Motor America
Corporation, a California corporation, and its successors.


 


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


 


“Initial Auction Agent” means The Bank of New
York, a New York banking corporation, and its permitted successors and assigns.


 


“Initial Auction Agent Agreement” means the
Auction Agent Agreement, dated as of February 19, 2004, between ARG and the
Initial Auction Agent, including any amendment thereof or supplement thereto.


 


“Initial
Auction Rate Period” means, for any Class of Series 2004-1 Notes, the
period from and including the Series 2004-1 Closing Date to but excluding the
Initial Distribution Date with respect to such Class of Series 2004-1 Notes.


 


“Initial
Distribution Date” means (i) with respect to the Class A-1 Notes, February
25, 2004, (ii) with respect to the Class A-2 Notes, March 3, 2004, (iii) with
respect to the Class A-3 Notes, March 10, 2004, (iv) with respect to the Class
A-4 Notes, March 17, 2004, (v) with respect to the Class A-5 Notes, March 24,
2004, (vi) with respect to the Class A-6 Notes, April 7, 2004 and (vii) with
respect to the Class A-7 Notes, May 12, 2004.


 


“Initial
Interest Period” means, for the Series 2004-1 Notes of any Class, the
period from and including the Series 2004-1 Closing Date to but excluding the
Initial Distribution Date with respect to such Class of Series 2004-1 Notes.


 


“Initial
Rapid Principal Determination Date” has the meaning specified in Section
3.5(a) of this Series Supplement.


 


20

















 


“Initial
Scheduled Principal Determination Date” has the meaning specified in Section
3.5(a) of this Series Supplement.


 


“Insurance Agreement” means the Insurance
Agreement, dated as February 19, 2004, among the Surety Provider, the Trustee
and ARG, as amended, modified, restated or supplemented from time to time in
accordance with the terms thereof.


 


“Insured Principal Deficit Amount” means, with
respect to any Program Distribution Date, the excess, if any, of (i) the Series 2004-1 Outstanding Principal Amount measured as of such Program
Distribution Date over (ii) the sum on such Program Distribution Date of (A)
the Series 2004-1 Aggregate Asset Amount, (B) the amount of cash and Permitted
Investments on deposit in the Series 2004-1 Excess Collection Account, (C) the
Series 2004-1 Available Reserve Account Amount, (D) the Series 2004-1 Letter of
Credit Amount and (E) the amount on deposit in the Series 2004-1 Distribution Account
and allocated to effect a redemption of the Series 2004-1 Notes of any Class.


 


“Interest
Period” means for any Class of Series 2004-1 Notes, the period from and
including one Distribution Date with respect to such Class of Series 2004-1
Notes to but excluding the next succeeding Distribution Date with respect to
such Class of Series 2004-1 Notes.


 


“Kia” means Kia Motors America, Inc., a
California corporation, and its successors.


 


“Lease Deficit Disbursement” means an amount
drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of Lease
Deficit Demand.


 


“Lease Payment Deficit Notice” has the meaning
specified in Section 3.2(g) of this Series Supplement.


 


“LIBOR” means, on any date of determination for
any Auction Rate Period:


 


(a)           subject to clause (b) below,


 


(i)            for any Standard Auction Rate Period
or any Special Auction Rate Period of fewer than 14 Rate Period Days, the
offered rates for deposits in U.S. dollars for a seven-day period which appears
on Telerate Page 3750 at approximately 11:00 a.m., London time, on such date,
or if such date is not a date on which dealings in U.S. dollars are transacted
in the London interbank market, then on the next preceding day on which such
dealings were transacted in such market; 


 


21

















 


(ii)           for any Special Auction Rate Period
of 14 or more but fewer than 21 Rate Period Days, such rate for deposits in
U.S. dollars for a 14-day period on such date, or if such date is not a date on
which dealings in U.S. dollars are transacted in the London interbank market,
then on the next preceding day on which such dealings were transacted in such
market;


 


(iii)          for any Standard Auction Rate Period
or Special Auction Rate Period of 21 or more but fewer than 49 Rate Period
Days, such rate for deposits in U.S. dollars for a one-month period on such
date, or if such date is not a date on which dealings in U.S. dollars are
transacted in the London interbank market, then on the next preceding day on
which such dealings were transacted in such market;


 


(iv)          for any Special Auction Rate Period of
49 or more but fewer than 70 Rate Period Days, such rates for deposits in U.S.
dollars for a two-month period on such date, or if such date is not a date on
which dealings in U.S. dollars are transacted in the London interbank market,
then on the next preceding day on which such dealings were transacted in such
market;


 


(v)           for any Special Auction Rate Period
of 70 or more but fewer than 85 Rate Period Days, the arithmetic average of such
rates for deposits in U.S. dollars for two and three-month periods on such
date, or if such date is not a date on which dealings in U.S. dollars are
transacted in the London interbank market, then on the next preceding day on
which such dealings were transacted in such market; or


 


(vi)          for any Standard Auction Rate Period
or Special Auction Rate Period of 85 or more but fewer than 92 Rate Period
Days, such rate for deposits in U.S. dollars for a three-month period on such
date, or if such date is not a date on which dealings in U.S. dollars are
transacted in the London interbank market, then on the next preceding day on
which such dealings were transacted in such market.


 


(b)           If on any date
of determination (i) no rate appears on the Telerate Page 3750 as specified in clause
(a) above, the arithmetic average of the offered quotations of four major
banks in the London interbank market, selected by the Auction Agent, for
deposits in U.S. dollars for the respective periods specified in clause (a)
above to prime banks in the London interbank market at approximately 11:00
a.m., London time, on such date and in a principal amount of not less than
$1,000,000 that is representative of a single transaction in such market at
such time, unless fewer than two such quotations are provided, in which case,
the arithmetic average of the rates quoted at approximately 11:00 a.m., New
York City time, on the date next preceding such date by three major banks in
New York City selected by the Auction Agent for loans in U.S. dollars to
leading European banks in a principal amount equal to an amount of not less
than $1,000,000 that is representative of a single transaction in such market
at such time.


 


22

















 


“Maximum Auction Rate” means, on any date of determination for any
Auction Rate Period for the Series 2004-1 Notes of any Class, the interest rate
per annum equal to the lower of:


 


(a)           the sum of LIBOR for a Standard
Auction Rate Period for the Series 2004-1 Notes of such Class on such date plus
the Applicable Percentage on such date, unless such Auction Rate Period is
proposed to be a Special Auction Rate Period pursuant to Section 3.13 of
this Series Supplement, in which case the sum of LIBOR for such Special Auction
Rate Period and the Applicable Percentage on such date; and


 


(b)           the maximum rate on such date
permitted by applicable law.


 


“Mazda” means Mazda Motor of America, Inc.


 


“MCA Unpaid Fee Amount” has the meaning specified
in Section 3.7(f)  of this Series Supplement.


 


“Measurement
Month” means, as of any date of determination, each calendar month, or the
smallest number of consecutive calendar months, preceding such date, in which
at least the lesser of the following (a) and (b) were sold at auction
(excluding salvage sales): (a) the greater of (x) the number of Series 2004-1
Non-Program Vehicles (including, for the
avoidance of doubt, any Series 2004-1 Non-Program Vehicle that was a Series
2004-1 Program Vehicle but was redesignated as a Series 2004-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, commencing in the
calendar month in which such redesignation occurs, but only for so long as such
Series 2004-1 Non-Program Vehicle is designated as a Series 2004-1 Non-Program
Vehicle, and excluding Series 2004-1 Ineligible Program Vehicles) that
constitute one twelfth of the number of the Series 2004-1 Non-Program Vehicles (including, for the avoidance of doubt, any Series
2004-1 Non-Program Vehicle that was a Series 2004-1 Program Vehicle but was
redesignated as a Series 2004-1 Non-Program Vehicle as a result of a
Manufacturer Event of Default, commencing in the calendar month in which such
redesignation occurs, but only for so long as such Series 2004-1 Non-Program Vehicle
is designated as a Series 2004-1 Non-Program Vehicle, and excluding Series
2004-1 Ineligible Program Vehicles) as of the last day of such calendar
month or consecutive calendar months and (y) 500, and (b) 2,000 Series 2004-1
Non-Program Vehicles (including, for the
avoidance of doubt, any Series 2004-1 Non-Program Vehicle that was a Series
2004-1 Program Vehicle but was redesignated as a Series 2004-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, commencing in the
calendar month in which such redesignation occurs, but only for so long as such
Series 2004-1 Non-Program Vehicle is designated as a Series 2004-1 Non-Program
Vehicle, and excluding Series 2004-1 Ineligible Program Vehicles) were
sold at auction during such calendar month or consecutive calendar months; provided, however, that no calendar month included in a
Measurement Month shall be included in any other Measurement Month.


 


23

















 


“Measurement Month Average” means, with respect
to any Measurement Month, the lesser of (a) the percentage equivalent of a
fraction, the numerator of which is the aggregate amount of Disposition
Proceeds and Termination Payments paid or payable in respect of all Series
2004-1 Non-Program Vehicles (including, for the avoidance of
doubt, any Series 2004-1 Non-Program Vehicle that was a Series 2004-1 Program
Vehicle but was redesignated as a Series 2004-1 Non-Program Vehicle as a result
of a Manufacturer Event of Default, commencing in the calendar month in which
such redesignation occurs, but only for so long as such Series 2004-1
Non-Program Vehicle is designated as a Series 2004-1 Non-Program Vehicle, and
excluding Series 2004-1 Ineligible Program Vehicles) (excluding salvage sales) that are sold at
auction or otherwise during such Measurement Month and the two Measurement
Months preceding such Measurement Month, and the denominator of which is the
aggregate Net Book Value of all such Series 2004-1 Non-Program Vehicles (including, for the avoidance of doubt, any Series
2004-1 Non-Program Vehicle that was a Series 2004-1 Program Vehicle but was
redesignated as a Series 2004-1 Non-Program Vehicle as a result of a
Manufacturer Event of Default, commencing in the calendar month in which such
redesignation occurs, but only for so long as such Series 2004-1 Non-Program Vehicle
is designated as a Series 2004-1 Non-Program Vehicle, and excluding Series
2004-1 Ineligible Program Vehicles) (excluding
salvage sales) that are sold at auction or otherwise during such Measurement
Month and the two Measurement Months preceding such Measurement Month, measured
as of the dates of their respective sales and (b) 100%; provided, that
for purposes of determining the Net Book Value of any Series 2004-1 Program
Vehicle that was redesignated as a Series 20054-1 Non-Program Vehicle as a
result of a Manufacturer Event of Default, notwithstanding the definition of
Net Book Value set forth in the Base Indenture, Net Book Value shall be
determined, for purposes of calculating the Measurement Month Average, by
applying the Depreciation Schedule (and applicable Depreciation Charges) established
for such Series 2004-1 Non-Program Vehicle when such Series 2004-1 Non-Program
Vehicle was redesignated in accordance with the provisions of the applicable
Lease.


 


“Monthly
Variable Rent” has the meaning specified in Section 9 of each Annex.


 


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


 


“Nissan” means, collectively, Nissan North
America, Inc., a California corporation, and Nissan Motor Corporation in
Hawaii, Ltd., a Hawaii corporation.


 


“Note
Auction” means the periodic
implementation of the Auction Procedures.


 


“Note Rate” means, with respect to the Series
2004-1 Notes of any Class, the Class A-1 Note Rate, the Class A-2 Note Rate,
the Class A-3 Note Rate, the Class A-4 Note Rate, the Class A-5 Note Rate, the
Class A-6 Note Rate or the Class A-7 Note Rate, as applicable.


 


24

















 


“Outstanding” means with respect to the Series
2004-1 Notes, all Series 2004-1 Notes theretofore authenticated and delivered
under the Indenture, except (a) Series 2004-1 Notes theretofore
cancelled or delivered to the Registrar for cancellation, (b) Series 2004-1
Notes which have not been presented for payment but funds for the payment of
which are on deposit in the Series 2004-1 Distribution Account and are
available for payment of such Series 2004-1 Notes, and Series 2004-1 Notes
which are considered paid pursuant to Section 8.1 of the
Base Indenture, or (c) Series 2004-1 Notes in exchange for or in lieu of other
Series 2004-1 Notes which have been authenticated and delivered pursuant to the
Indenture unless proof satisfactory to the Trustee is presented that any such
Series 2004-1 Notes are held by a purchaser for value; provided, however,
that for purposes of the Auction Procedures on any Auction Date (i) Series
2004-1 Notes as to which ARG or any Person known to the Auction Agent to be an
Affiliate of ARG shall be the Existing Series 2004-1 Noteholder shall be
disregarded and deemed not to be Outstanding and (ii) any Series 2004-1 Notes
referred to in clause (b) above shall be deemed to be Outstanding.


 


“Overdue
Rate” means, as of the first day of any Subsequent Auction Rate Period with
respect to any Class of Series 2004-1 Notes, the interest rate per annum equal
to the Maximum Auction Rate for such Subsequent Auction Rate Period calculated
on the basis that the prevailing rating of the Series 2004-1 Notes is assumed
to be Below “BBB/Baa”.


 


“Past Due Rent Payment” has the meaning specified
in Section 2.2(d)
of this Series Supplement.


 


“Preference Amount” has the meaning specified in
the Insurance Agreement.


 


“Pre-Preference Period Demand Note Payments”
means, as of any date of determination, the aggregate amount of all proceeds of
demands made on the Series 2004-1 Demand Note included in the Series 2004-1
Demand Note Payment Amount as of the Series 2004-1 Letter of Credit Termination
Date that were paid by Vanguard more than one year before such date of
determination; provided, however, that if an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition
thereof, without the lapse of a period of 60 consecutive days) with respect to
Vanguard occurs during such one year period, (x) the Pre-Preference Period
Demand Note Payments as of any date during the period from and including the
date of the occurrence of such Event of Bankruptcy to and including the
conclusion or dismissal of the proceedings giving rise to such Event of
Bankruptcy without continuing jurisdiction by the court in such proceedings
shall equal the Pre-Preference Period Demand Note Payments as of the date of
such occurrence and (y) the Pre-Preference Period Demand Note Payments as of
any date after the conclusion or dismissal of such proceedings shall equal the
Series 2004-1 Demand Note Payment Amount as of the date of the conclusion or
dismissal of such proceedings.


 


25

















 


“Principal Deficit Amount” means, with respect to
any Program Distribution Date, the excess, if any, of (i) the Series 2004-1
Adjusted Invested Amount on such Program Distribution Date, over (ii) the
Series 2004-1 Aggregate Asset Amount on such Program Distribution Date; provided,
however, the Principal Deficit Amount on any date that is prior to the
last Final Distribution Date with respect to the Series 2004-1 Notes of any
Class occurring during the period commencing on and including the date of the
filing by any Lessee of a petition for relief under Chapter 11 of the
Bankruptcy Code to but excluding the date on which such Lessee shall have
resumed making all payments of Monthly Variable Rent required to be made under
the Lease to which such Lessee is a party, shall mean the excess, if any, of
(x) the Series 2004-1 Adjusted Invested Amount on such date over (y) the sum of
(1) the Series 2004-1 Aggregate Asset Amount on such date and (2) the lesser of
(a) the Series 2004-1 Liquidity Amount on such date and (b) the Series 2004-1
Required Liquidity Amount on such date.


 


“Principal Distribution Date” means, with respect
to the Series 2004-1 Notes of any Class, each Distribution Date with respect to
such Class of Series 2004-1 Notes falling on the day after the last day of each
Auction Rate Period for such Class of Series 2004-1 Notes.


 


“Pro Rata Share” means, with respect to any
Series 2004-1 Letter of Credit Provider as of any date, the fraction (expressed
as a percentage) obtained by dividing (A) the available amount under such
Series 2004-1 Letter of Credit Provider’s Series 2004-1 Letter of Credit as of
such date by (B) an amount equal to the aggregate available amount under all
Series 2004-1 Letters of Credit, as of such date; provided, that only
for purposes of calculating the Pro Rata Share with respect to any Series
2004-1 Letter of Credit Provider as of any date, if such Series 2004-1 Letter
of Credit Provider has not complied with its obligation to pay the Trustee the
amount of any draw under its Series 2004-1 Letter of Credit made prior to such
date, the available amount under such Series 2004-1 Letter of Credit Provider’s
Series 2004-1 Letter of Credit as of such date shall be treated as reduced (for
calculation purposes only) by the amount of such unpaid demand and shall not be
reinstated for purposes of such calculation unless and until the date as of
which such Series 2004-1 Letter of Credit Provider has paid such amount to the
Trustee and been reimbursed by any of the Lessees for such amount (provided
that the foregoing calculation shall not in any manner reduce the undersigned’s
actual liability in respect of any failure to pay any demand under its Series
2004-1 Letter of Credit).


 


“Program Distribution Date” means the 20th
day of each calendar month, or if such day is not a Business Day, the next
succeeding Business Day, commencing March 22, 2004.


 


“Purchaser’s
Letter” means a letter addressed and delivered to ARG, the Trustee, an
Agent, a Broker-Dealer, and each other Person required by the Broker-Dealer
Agreements in substantially the form set forth in Exhibit E to each
Broker-Dealer Agreement.


 


26

















 


“Qualified
Interest Rate Cap Provider” means an Interest Rate Cap Provider that (A)
(i) has a short-term senior and unsecured debt rating of at least “A-1” from
Standard & Poor’s and (ii) has a long-term senior and unsecured debt rating
of at least “A” or a counterparty rating of “AAA”, in each case, from Standard
& Poor’s, (B) (i) has a short-term senior unsecured debt rating of “P-1”
from Moody’s and a long-term senior unsecured debt rating of at least “A1” from
Moody’s or (ii) has a counterparty rating of “Aaa” from Moody’s and has
collateralized its obligations under the Interest Rate Cap, and each Rating
Agency has reaffirmed the ratings of the Series 2004-1 Notes, without giving
effect to the Surety Bond and (C) is acceptable to the Surety Provider.


 


“Rapid
Amortization Special Auction Rate Period” has the meaning specified in Section
3.13(a)(ii) of this Series Supplement.


 


“Rate
Period Days” means for any Auction Rate Period the actual number of days
that would constitute such Auction Rate Period but for the application of Section
3.13(b) of this Series Supplement.


 


“Rating Agencies” means, with respect to the
Series 2004-1 Notes, Standard & Poor’s, Moody’s and any other nationally
recognized rating agency rating the Series 2004-1 Notes at the request of ARG.


 


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


 


“Required Noteholders” means, with respect to the
Series 2004-1 Notes subject to Section 9.12 of this Series Supplement,
Series 2004-1 Noteholders holding more than 50% of the Series 2004-1 Invested
Amount (excluding any Series 2004-1 Notes held by ARG or any Affiliate of ARG).


 


“Required Stockholders’
Equity” means (A) as of any date during the period of
time commencing on the date hereof and ending on the date immediately
preceding the date that audited financial statements of Worldwide are issued
for fiscal year 2006, zero, (B) as of any
date during the period of time commencing on the date that audited
financial statements of Worldwide are issued for fiscal year 2006 and ending on the date immediately preceding the
date that audited financial statements of Worldwide are issued for fiscal year
2007, $85,000,000 and (C) as of any date thereafter, the lesser of (i) the sum
of (a) $85,000,000 and (b) 50% of the Consolidated Net Income of
Worldwide for each fiscal year, commencing with fiscal year 2007, for which
audited financial statements have been issued as of such date and (ii) $150,000,000.


 


“Restricted Global Class A-1 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Class A-2 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


27

















 


“Restricted Global Class A-3 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Class A-4 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Class A-5 Note” has the meaning
specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Class A-6 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Class A-7 Note” has the
meaning specified in Section 7.1 of this Series Supplement.


 


“Restricted Global Notes” has the meaning
specified in Section 7.1 of this Series Supplement.


 


“Restrictive
Action” has the meaning specified in clause (c) of Article IV
of this Series Supplement.


 


“Scheduled Amortization Period” means if a Series
2004-1 Cap Extension Event has occurred, the period commencing at the close of business on
January 31, 2009 (or, if such day is not a Business Day, the Business Day
immediately preceding such day) and continuing to the earlier of (i) the date on which the Series 2004-1 Notes are
redeemed in full, the Surety Provider
has been paid all amounts due it under the Insurance Agreement and (ii) the
commencement of the Series 2004-1 Rapid Amortization Period.


 


“Series 2004-1 Accrued Amounts” means, on any
date of determination, the sum of (i) accrued and unpaid interest payable on
the Series 2004-1 Notes as of such date, (ii) the Surety Provider Fee, if any,
payable by ARG as of such date, (iii) any other amounts due as of such date to
the Surety Provider pursuant to the Insurance Agreement (other than
unreimbursed principal draws under the Surety Bond), (iv) the Auction Agent Fee payable as of such date,
(v) the Broker-Dealer Fees payable as of such date and (iv) the product of (A) the Carrying Charges payable on such date
and (B) the Series 2004-1 Percentage as of the immediately preceding Series
2004-1 Determination Date.


 


“Series 2004-1 Accrued Interest Account” has the
meaning specified in Section 3.1(b) of this Series Supplement.


 


“Series 2004-1 Additional Account Collateral” has
the meaning specified in Section 3.1(g) of this Series Supplement.


 


“Series
2004-1 Adjusted Invested Amount” means, as of any date of determination,
the excess, if any, of (A) the Series 2004-1 Invested Amount as of such


 


28

















 


date
over (B) the sum of (1) the amount of cash and Permitted Investments on deposit
in the Series 2004-1 Excess Collection Account and (2) the amount of cash and
Permitted Investments on deposit in the Series 2004-1 Collection Account and
available for reduction of the Series 2004-1 Invested Amount, in each case, as
of such date.


 


“Series 2004-1 Adjusted Periodic Interest” means
the Class A-1 Adjusted Periodic Interest, the Class A-2 Adjusted Periodic
Interest, the Class A-3 Adjusted Periodic Interest, the Class A-4 Adjusted
Periodic Interest, the Class A-5 Adjusted Periodic Interest, the Class A-6
Adjusted Periodic Interest or the Class A-7 Adjusted Periodic Interest, as
applicable.


 


“Series 2004-1 Aggregate Asset Amount” means, as
of any date of determination, the product of (a) the Series 2004-1 Invested
Percentage as of such date and (b) the Aggregate Asset Amount as of such date.


 


“Series
2004-1 Aggregate Asset Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Series
2004-1 Required Aggregate Asset Amount as of such date, and the denominator of
which is equal to the Required Aggregate Asset Amount as of such date.


 


“Series 2004-1 Aggregate
Kia/Hyundai/Suzuki/Volkswagen Amount” means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles and Series 2004-1 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Kia, Hyundai, Suzuki
or Volkswagen and not turned in to Kia, Hyundai, Suzuki or Volkswagen, as the
case may be, pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program, if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Kia, Hyundai, Suzuki or Volkswagen under Manufacturer Programs
with respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the applicable
disposition date) that were manufactured by Kia, Hyundai, Suzuki or Volkswagen,
as the case may be, and turned in to such Manufacturers pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any such Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by Kia,
Hyundai, Suzuki or Volkswagen under and in accordance with a Manufacturer
Program, (iii) with regard to Eligible Vehicles (as of the applicable
disposition date) that were manufactured by Kia, Hyundai, Suzuki or Volkswagen
that have been delivered for Auction pursuant to a Manufacturer Program with
Kia, Hyundai, Suzuki or Volkswagen, as the case may be, all amounts receivable
(other than amounts specified in clause (ii) above) from any person or
entity in connection with the Auction of such Eligible Vehicles as of such
date, (iv) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles or Series 2004-1 Non-Program Vehicles (as of the


 


29

















 


applicable disposition date), in each case, that were
manufactured by Kia, Hyundai, Suzuki or Volkswagen that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any Casualty
Payments or Termination Payments with respect to such Eligible Vehicles due and
payable as of such date under the Leases, (v) with regard to Eligible Vehicles
that were Series 2004-1 Program Vehicles or Series 2004-1 Non-Program Vehicles
(as of the applicable disposition date), in each case, that were manufactured
by Kia, Hyundai, Suzuki or Volkswagen that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clauses (ii), (iii) and (iv)
above), and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series 2004-1 ARG Liquidation Event” means, so
long as such event or condition continues, (i) the occurrence of an Event of
Bankruptcy with respect to ARG, any Leasing Company, the general partner of any
Leasing Company, any Lessee, Vanguard Holdings or the Intermediary or (ii) any
event or condition of the type specified in clauses (a) through (l),
(o), (p), (r) and (s) 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 event or condition of the type specified in clauses (a) through
(i), (l), (o), (p), (r) and (s) of Article
IV of this Series Supplement shall not constitute a Series 2004-1 ARG
Liquidation Event if within such thirty (30) day period, such Amortization
Event shall have been cured, and, after such cure is provided for, the Trustee
shall have received the
written consent of Required Noteholders, waiving the occurrence of such Series
2004-1 ARG Liquidation Event.


 


“Series 2004-1 Available Cash Collateral Account
Amount” means, as of any date of determination, the amount on deposit in
the Series 2004-1 Cash Collateral Account (after giving effect to any deposits
thereto and withdrawals and releases therefrom on such date).


 


“Series 2004-1 Available Reserve Account Amount”
means, as of any date of determination, the amount on deposit in the Series
2004-1 Reserve Account (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date).


 


“Series 2004-1 Bankrupt Manufacturer” means, as
of any day, each Manufacturer for which an Event of Bankruptcy has occurred; provided
that any such Manufacturer for which an Event of Bankruptcy has occurred shall
cease to constitute a Series
2004-1 Bankrupt Manufacturer when it has
satisfied the Series 2004-1 Confirmation Condition with respect to such Event
of Bankruptcy.


 


30

















 


“Series
2004-1 Cap Extension Event” means either (i) the extension of the term of
each Series 2004-1 Interest Rate Cap to or beyond the August 2010 Program
Distribution Date or (ii) the purchase of one or more replacement Series 2004-1
Interest Rate Caps from a Qualified Interest Rate Cap Provider with an
aggregate notional amount equal to at least $700,000,000, a strike rate equal
to at most 5.0% per annum (or such higher rate up to 7.0% per annum as may be
consented to in writing by the Surety Provider, with written notice and a copy
of such replacement Series 2004-1 Interest Rate Cap delivered to the Rating
Agencies) and a termination date no earlier than the August 2010 Program
Distribution Date.


 


“Series 2004-1 Cash Collateral Account” has the
meaning specified in Section 3.8(f) of this Series Supplement.


 


“Series 2004-1 Cash Collateral Account Collateral”
has the meaning specified in Section 3.8(a) of this Series Supplement.


 


“Series 2004-1 Cash Collateral Account Surplus”
means, with respect to any Distribution Date, the lesser of (a) the Series
2004-1 Available Cash Collateral Account Amount and (b) the least of (A) the
excess, if any, of the Series 2004-1 Liquidity Amount over the Series 2004-1
Required Liquidity Amount on such Distribution Date (after giving effect to any
withdrawal from the Series 2004-1 Reserve Account on such Distribution Date)
and (B) the excess, if any, of the Series 2004-1 Enhancement Amount over the
Series 2004-1 Required Enhancement Amount on such Distribution Date (after
giving effect to any withdrawal from the Series 2004-1 Reserve Account on such
Distribution Date); provided, however, that, on any date after
the Series 2004-1 Letter of Credit Termination Date, the Series 2004-1 Cash
Collateral Account Surplus shall mean the excess, if any, of (x) the Series
2004-1 Available Cash Collateral Account Amount over (y) the Series 2004-1 Demand
Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of
such date.


 


“Series 2004-1 Cash Collateral Percentage” means,
as of any date of determination, the percentage equivalent of a fraction, the
numerator of which is the Series 2004-1 Available Cash Collateral Account
Amount as of such date and the denominator of which is the Series 2004-1 Letter
of Credit Liquidity Amount as of such date.


 


“Series 2004-1 Closing Date” means February 19,
2004.


 


“Series
2004-1 Collateral” means the Collateral, each Series 2004-1 Letter of
Credit, the Series 2004-1 Demand Note, the Series 2004-1 Interest Rate Cap, the
Series 2004-1 Excess Collection Account Collateral, the Series 2004-1
Additional Account Collateral, the Series 2004-1 Cash Collateral Account
Collateral, the Series 2004-1 Distribution Account Collateral and the Series
2004-1 Reserve Account Collateral.


 


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“Series 2004-1 Collection Account” has the
meaning specified in Section 3.1(b) of this Series Supplement.


 


“Series 2004-1 Confirmation Condition” with
respect to any Series 2004-1 Bankrupt Manufacturer means a condition that is
satisfied when the bankruptcy court having jurisdiction over the Series 2004-1
Bankrupt Manufacturer issues an order, for so long as that order remains in
effect, approving: (i) the assumption of the Series 2004-1 Bankrupt
Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by
the Series 2004-1 Bankrupt Manufacturer or the trustee in bankruptcy of the
Series 2004-1 Bankrupt Manufacturer, as applicable, under Section 365 of the
Bankruptcy Code, provided that at the time of the assumption, all amounts due
from the Series 2004-1 Bankrupt Manufacturer under the Manufacturer Program
have been paid and all other defaults by the Series 2004-1 Bankrupt
Manufacturer under the Manufacturer Program have been cured or (ii) the
execution, delivery and performance by the Series 2004-1 Bankrupt Manufacturer
of a new post-petition Series 2004-1 Eligible Manufacturer Program (and the
related Assignment Agreements) on the same terms and covering the same Vehicles
as the Series 2004-1 Bankrupt Manufacturer’s Manufacturer Program (and the
related Assignment Agreements) in effect on the date the Series 2004-1 Bankrupt
Manufacturer suffered an event of bankruptcy, provided that at the time of the
execution and delivery of the new post-petition Series 2004-1 Eligible
Manufacturer Program, all amounts due and payable by the Series 2004-1 Bankrupt
Manufacturer under the previous Series 2004-1 Eligible Manufacturer Program
have been paid and all other defaults by the Series 2004-1 Bankrupt
Manufacturer under the previous Series 2004-1 Eligible Manufacturer Program
have been cured.


 


“Series 2004-1 Defaulted Manufacturer” means a Manufacturer with respect to whom
a Manufacturer Event of Default has occurred and is continuing; provided
that for the avoidance of doubt a Manufacturer that is a Series 2004-1
Defaulted Manufacturer solely as a result of being a Series 2004-1 Bankrupt
Manufacturer shall cease to constitute a Series 2004-1 Defaulted Manufacturer
when it has satisfied the Series 2004-1 Confirmation Condition.


 


“Series 2004-1 Defaulted Manufacturer Vehicle Amount”
means, as of any date of determination, with respect to each Series 2004-1
Defaulted Manufacturer as of such date, and solely for so long as such
Manufacturer is a Series 2004-1 Defaulted Manufacturer, an amount equal to the
sum, rounded to the nearest $100,000, of the following amounts to the extent
that such amounts are included in the definition of “Aggregate Asset Amount”
for such date:  (i) the Net Book Value of
all Series 2004-1 Program Vehicles and Series 2004-1 Non-Program Vehicles, in
each case that are Eligible Vehicles as of such date that were manufactured by
such Series 2004-1 Defaulted Manufacturer and not turned in to such Series
2004-1 Defaulted Manufacturer pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from such Series 2004-1


 


32

















 


Defaulted Manufacturer under Manufacturer Programs with
respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the
applicable disposition date) that were manufactured by such Series 2004-1
Defaulted Manufacturer and turned in to such Series 2004-1 Defaulted
Manufacturer pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by such Series 2004-1 Defaulted Manufacturer under
and accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2004-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by such Series 2004-1 Defaulted
Manufacturer that have been delivered for Auction, all amounts receivable
(other than amounts specified in clause (ii) above) from any person or
entity in connection with the Auction of such Eligible Vehicles as of such
date, (iv) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles or Series 2004-1 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by such Series 2004-1
Defaulted Manufacturer that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any Casualty Payments or Termination Payments
with respect to such Eligible Vehicles due and payable as of such date under
the Leases, (v) with regard to Eligible Vehicles that were Series 2004-1
Program Vehicles or Series 2004-1 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by such Series 2004-1
Defaulted Manufacturer that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent under
the Leases with respect to such Eligible Vehicles (net of amounts set forth in clauses
(ii), (iii) and (iv) above), and (vi) if such date of determination is during the
period from and including a Determination Date to but excluding the next
Program Distribution Date, any accrued and unpaid Monthly Base Rent under the
Leases with respect to such Eligible Vehicles that have not been turned in to
the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series
2004-1 Deficiency Amount” has the meaning specified in Section 3.3(j)
of this Series Supplement.


 


“Series 2004-1 Demand Note” means the demand note
made by Vanguard to ARG in the aggregate principal amount of $3,500,000, substantially
in the form of Exhibit B to this Series Supplement, as amended, modified
or restated from time to time.


 


“Series 2004-1 Demand Note Payment Amount” means,
as of the Series 2004-1 Letter of Credit Termination Date, the aggregate amount
of all proceeds of demands made on the Series 2004-1 Demand Note pursuant to Section
3.5(b) or (c) of this Series Supplement that were deposited into the
Series 2004-1 Distribution Account and paid to the Series 2004-1 Noteholders
during the one year period ending on the Series 2004-1 Letter of Credit
Termination Date; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to Vanguard shall have occurred during such one
year period, the Series 2004-1 Demand Note


 


33

















 


Payment Amount as of the Series 2004-1 Letter of Credit
Termination Date shall equal the Series 2004-1 Demand Note Payment Amount as if
it were calculated as of the date of such occurrence.


 


“Series 2004-1 Deposit Date” has the meaning
specified in Section 3.2 of this Series Supplement.


 


“Series
2004-1 Determination Date” means, with respect to the Series 2004-1 Notes
of any Class, the date three Business Days prior to each Distribution Date for
the Series 2004-1 Notes of such Class.


 


“Series 2004-1 Distribution Account” has the
meaning specified in Section 3.9(a) of this Series Supplement.


 


“Series 2004-1 Distribution Account Collateral”
has the meaning specified in Section 3.9(d) of this Series Supplement.


 


“Series 2004-1 Eligible Letter of Credit Provider”
means (a) a commercial bank having total assets in excess of $500,000,000, (b)
a finance company, insurance company or other financial institution that in the
ordinary course of business issues letters of credit and has total assets in
excess of $200,000,000, and with respect to which providing or becoming an
assignee of the obligations of a Series 2004-1 Letter of Credit Provider would
not constitute a prohibited transaction under Section 406 of ERISA or Section
4975 of the Code, or (c) any other financial institution, in each case,
satisfactory to ARG and the Surety Provider and having, at the time of the
issuance of the related Series 2004-1 Letter of Credit, a long-term debt rating
of at least “A” from Standard & Poor’s and at least “Al” from Moody’s and a
short-term debt rating of “P-1” from Moody’s.


 


“Series 2004-1 Eligible Manufacturer Program”
means, at any time, a Manufacturer Program that is in full force and effect
with a Series 2004-1 Eligible Program Manufacturer; provided that with
respect to a Series 2004-1 Eligible Program Manufacturer that has experienced a
Manufacturer Event of Default due to the occurrence of an Event of Bankruptcy
with respect to such Series 2004-1 Eligible Program Manufacturer, prior to the
Manufacturer Program of such Series 2004-1 Eligible Program Manufacturer
constituting a “Series 2004-1 Eligible Manufacturer Program” hereunder
following the cessation of such Manufacturer Event of Default, such
Manufacturer shall be, or solely to the extent such Manufacturer’s parent
provides a guaranty of such Manufacturer’s obligations, such Manufacturer’s
parent, shall be rated at least “BBB” by Standard & Poor’s and “Baa2” by
Moody’s; provided, further, that with respect to any new
Manufacturer Program (including a new model year Manufacturer Program of a
Series 2004-1 Eligible Program Manufacturer and a Manufacturer Program of a new
Manufacturer) that is proposed for consideration after the date hereof as a
Series 2004-1 Eligible Manufacturer Program, prior to such new Manufacturer
Program constituting a “Series 2004-1 Eligible Manufacturer Program” hereunder,
ARG shall have satisfied the


 


34

















 


Series 2004-1 Rating Agency Confirmation and Consent
Condition with respect to such Series 2004-1 Eligible Manufacturer Program; and
provided, further, that, if there is a material change to a
Manufacturer Program during a model year, ARG shall have satisfied the Series
2004-1 Rating Agency Confirmation and Consent Condition with respect to such
change prior to such Manufacturer Program, as changed, constituting a “Series
2004-1 Eligible Manufacturer Program.”


 


“Series 2004-1 Eligible Non-Program Manufacturer”
means (a) each Manufacturer listed on Exhibit C-1 to this Series
Supplement, and (b) any other Manufacturer with respect to which ARG has
satisfied the Series 2004-1 Rating Agency Confirmation and Consent Condition.


 


“Series 2004-1 Eligible Program Manufacturer”
means (a) any of (i) a Manufacturer who is listed on Exhibit C-2 to this
Series Supplement; provided that (w) Hyundai shall be excluded from
the definition of Series 2004-1 Eligible Program Manufacturer for so long as
Hyundai is not rated at least “BBB-” by Standard
& Poor’s and at least “Baa3” by Moody’s, but only until such time as
Hyundai is rated at least “BBB-” by Standard & Poor’s and at least “Baa3”
from Moody’s; (x) Kia shall be excluded from the definition of Series
2004-1 Eligible Program Manufacturer for so long as Kia is not rated at least
“BBB-” by Standard & Poor’s and at
least “Baa3” by Moody’s, but only until such time as Kia is rated at least
“BBB-” by Standard & Poor’s and at least “Baa3” from Moody’s; (y) Suzuki
shall be excluded from the definition of Series 2004-1 Eligible Program
Manufacturer for so long as Suzuki is not rated at least “BBB-” by Standard & Poor’s and at least “Baa3” by
Moody’s, but only until such time as Suzuki is rated at least “BBB-” by
Standard & Poor’s and at least “Baa3” from Moody’s and (z) Volkswagen
shall be excluded from the definition of Series 2004-1 Eligible Program
Manufacturer for so long as Volkswagen is not rated at least “BBB-” by Standard & Poor’s and at least “Baa3” by
Moody’s, but only until such time as Volswagen is rated at least “BBB-” by
Standard & Poor’s and at least “Baa3” from Moody’s; provided  further
that upon the withdrawal of the rating of any such Manufacturer described in
clauses (w) through (z) above by a Rating Agency or upon the downgrade of any
such Manufacturer described in clauses (w) through (z) above by a Rating Agency
to a rating that would require exclusion of such Manufacturer described in
clauses (w) through (z) above from this definition, for purposes of this
definition and each instance in which this definition is used in this Series
Supplement, such Manufacturer shall be deemed to be rated “BBB-” and/or “Baa3”,
as applicable, by the Rating Agency which downgraded such Manufacturer for a
period of 30 days following the date of such downgrade, (ii) a Manufacturer who, at the time that the Manufacturer Program to
which such Manufacturer is a party is proposed for consideration as a Series
2004-1 Eligible Manufacturer Program, is rated, or solely to the extent such
parent provides a guaranty of such Manufacturer’s obligations under such
Manufacturer Program, whose parent is rated at least “BBB” by Standard &
Poor’s and at least “Baa3” by Moody’s and who is then acceptable to the Surety
Provider (who has agreed not to unreasonably withhold its acceptance of any
such Manufacturer) or (iii) with respect to which ARG has satisfied the Series
2004-1 Rating Agency Confirmation and Consent Condition, (b) who has a


 


35

















 


Manufacturer Program and (c) who has not experienced a
Manufacturer Event of Default that is continuing.


 


“Series 2004-1 Enhancement Amount” means, as of
any date of determination, the sum of (i) the Series 2004-1 Overcollateralization
Amount, (ii) the Series 2004-1 Letter of Credit Amount, and (iii) the Series
2004-1 Available Reserve Account Amount.


 


“Series 2004-1 Enhancement Deficiency” means, as
of any date of determination, the amount by which the Series 2004-1 Enhancement
Amount is less than the 2004-1 Required Enhancement Amount as of such date.


 


“Series 2004-1 Excess Collection Account” has the
meaning specified in Section 3.1(b) of this Series Supplement.


 


“Series 2004-1 Excess Collection Account Collateral”
has the meaning specified in Section 3.1(f) of this Series Supplement.


 


“Series
2004-1 GM Program Vehicle Percentage” 
means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of
which is the GM Program Vehicle Amount as of such date and the denominator of
which is the Aggregate Asset Amount as of such date.


 


“Series 2004-1 Hyundai Amount” means, as of any
date of determination, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles and Series 2004-1 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Hyundai and not
turned in to Hyundai pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from Hyundai under Manufacturer Programs with
respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the
applicable disposition date) that were manufactured by Hyundai and turned in to
Hyundai pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Hyundai under and accordance with a Manufacturer
Program, (iii) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles (as of the applicable disposition date) that were manufactured by
Hyundai that have been delivered for Auction, all amounts receivable (other
than amounts specified in clause (ii) above) from any person or entity
in connection with the Auction of such Eligible Vehicles as of such date, (iv)
with regard to Eligible Vehicles that were Series 2004-1 Program Vehicles or
Series 2004-1 Non-Program Vehicles (as of the applicable disposition date), in
each case that were


 


36

















 


manufactured by Hyundai that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (v) with regard to Eligible Vehicles that were Series 2004-1
Program Vehicles or Series 2004-1 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by Hyundai that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clauses (ii), (iii)
and (iv) above),
and (vi) if such date of determination is during the period from and including
a Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series
2004-1 Ineligible Program Vehicle” means an Eligible Vehicle that is a
Program Vehicle but that is not subject to a Series 2004-1 Eligible
Manufacturer Program.


 


“Series 2004-1 Interest Rate Cap” means the rate
cap transaction agreement, dated as of February 19, 2004, between ARG and CDC
Financial Products Inc., substantially in the form of Exhibit H to this
Series Supplement, and each other rate cap transaction agreement substantially
in the form of Exhibit H to this Series Supplement or such other rate
cap transaction agreement entered into by ARG with a Qualified Interest Rate
Cap Provider, subject to satisfaction of the Series 2004-1 Rating Agency
Confirmation and Consent Condition, in each case with a strike rate equal to no
more than 5.0% per annum (or such higher rate up to 7.0% per annum as may be consented to in
writing by the Surety Provider, with written notice and a copy of such
replacement Series 2004-1 Interest Rate Cap delivered to the Rating Agencies)) and an aggregate notional amount equal to at
least $700,000,000.


 


“Series 2004-1 Interest Rate Cap Proceeds” means
all amounts received by the Trustee from each Series 2004-1 Interest Rate Cap
Provider from time to time under its Series 2004-1 Interest Rate Cap (including
amounts received from a guarantor or from collateral securing the obligations
of such Series 2004-1 Interest Rate Cap Provider under its Series 2004-1
Interest Rate Cap).


 


“Series 2004-1 Interest Rate Cap Provider” has
the meaning specified in Section 3.11(a) of this Series Supplement.


 


“Series 2004-1 Invested Amount” means the sum of
the Class A-1 Invested Amount, the Class A-2 Invested Amount, the Class A-3
Invested Amount, the Class A-4 Invested Amount, the Class A-5 Invested Amount,
the Class A-6 Invested Amount and the Class A-7 Invested Amount.


 


37

















 


“Series 2004-1 Invested Percentage” means, as of
any date of determination:


 


(i)            when
used with respect to Principal Collections, the percentage equivalent of a
fraction (which percentage shall never exceed 100%), the numerator of which is
equal to the Series 2004-1 Required Aggregate Asset Amount, determined during
the Series 2004-1 Revolving Period as of the open of business on such date of
determination, or, during the Scheduled Amortization Period and the Series
2004-1 Rapid Amortization Period, as of the end of the Series 2004-1 Revolving
Period, and the denominator of which, with respect to all Series of Group I
Notes, is the greater of (I) the Aggregate Asset Amount as of the open of business
on such date of determination, and (II) as of the open of business on the same
date as in clause (I), the Required Aggregate Asset Amount; and


 


(ii)           when
used with respect to Interest Collections, the percentage equivalent of a
fraction (which percentage shall never exceed 100%), the numerator of which is
the Series 2004-1 Accrued Amounts on such date of determination, and the
denominator of which is, with respect to all Series of Group I Notes, the
aggregate Accrued Amounts with respect to all Series of Notes on such date of
determination.


 


“Series 2004-1 Kia Amount” means, as of any date
of determination, an amount equal to the sum, rounded to the nearest $100,000,
of the following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles and Series 2004-1 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Kia and not turned
in to Kia pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Kia under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) (as of the applicable disposition
date) that were manufactured by Kia and turned in to Kia pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by Kia
under and accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2004-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by Kia that have been delivered for
Auction, all amounts receivable (other than amounts specified in clause (ii)
above) from any person or entity in connection with the Auction of such
Eligible Vehicles as of such date, (iv) with regard to Eligible Vehicles that
were Series 2004-1 Program Vehicles or Series 2004-1 Non-Program Vehicles (as
of the applicable disposition date), in each case that were manufactured by Kia
that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any Casualty


 


38

















 


Payments or Termination Payments with respect to such
Eligible Vehicles due and payable as of such date under the Leases, (v) with
regard to Eligible Vehicles that were Series 2004-1 Program Vehicles or Series
2004-1 Non-Program Vehicles (as of the applicable disposition date), in each
case that were manufactured by Kia that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clauses (ii), (iii) and (iv)
above), and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series 2004-1 Lease Interest Payment Deficit”
means on any Distribution Date an amount equal to the excess, if any, of (a)
the aggregate amount of Interest Collections which pursuant to Section 3.2 of this Series Supplement would have been allocated to the Series 2004-1
Accrued Interest Account if all payments of Monthly Variable Rent required to
have been made under the Leases from and excluding the immediately preceding
Distribution Date to and including such Distribution Date were made in full
over (b) the aggregate amount of Interest Collections which pursuant to Section
3.2 of this Series Supplement have
been allocated to the Series 2004-1 Accrued Interest Account from and excluding
the immediately preceding Distribution Date to and including such Distribution
Date.


 


“Series 2004-1 Lease Payment Deficit” means
either a Series 2004-1 Lease Interest Payment Deficit or a Series 2004-1 Lease
Principal Payment Deficit.


 


“Series 2004-1 Lease Principal Payment Carryover
Deficit” means (a) for the initial Program Distribution Date, zero and (b)
for any other Program Distribution Date, the excess, if any, of (x) the Series
2004-1 Lease Principal Payment Deficit, if any, on the preceding Program
Distribution Date over (y) the amount deposited in the Series 2004-1
Distribution Account on such preceding Program Distribution Date on account of
such Series 2004-1 Lease Principal Payment Deficit.


 


“Series 2004-1 Lease Principal Payment Deficit”
means on any Program Distribution Date the sum of (a) the Series 2004-1 Monthly
Lease Principal Payment Deficit for such Program Distribution Date and (b) the
Series 2004-1 Lease Principal Payment Carryover Deficit for such Program
Distribution Date.


 


“Series 2004-1 Letter of Credit” means an
irrevocable letter of credit, if any, substantially in the form of Exhibit D
to this Series Supplement issued by a Series 2004-1 Eligible Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2004-1
Noteholders in form and substance satisfactory to the Surety Provider.


 


“Series 2004-1 Letter of Credit Amount” means, as
of any date of determination, the lesser of (a) the sum of (i) the aggregate
amount available to be drawn


 


39

















 


on such date under each Series 2004-1 Letter of Credit,
as specified therein, and (ii) if the Series 2004-1 Cash Collateral Account has
been established and funded pursuant to Section 3.8 of this Series
Supplement, the Series 2004-1 Available Cash Collateral Account Amount on such
date and (b) the outstanding principal amount of the Series 2004-1 Demand Note
on such date.


 


“Series 2004-1 Letter of Credit Expiration Date”
means, with respect to any Series 2004-1 Letter of Credit, the expiration date
set forth in such Series 2004-1 Letter of Credit, as such date may be extended
in accordance with the terms of such Series 2004-1 Letter of Credit.


 


“Series 2004-1 Letter of Credit Liquidity Amount”
means, as of any date of determination, the sum of (a) the aggregate amount
available to be drawn on such date under each Series 2004-1 Letter of Credit,
as specified therein, and (b) if the Series 2004-1 Cash Collateral Account has
been established and funded pursuant to Section 3.8 of this Series
Supplement, the Series 2004-1 Available Cash Collateral Account Amount on such
date.


 


“Series 2004-1 Letter of Credit Provider” means
the issuer of a Series 2004-1 Letter of Credit.


 


“Series 2004-1 Letter of Credit Termination Date”
means the first to occur of (a) the date on which the Series 2004-1 Notes are
fully paid and the Surety Provider has been paid all Surety Provider Fees and
all other Surety Provider Reimbursement Amounts then due; (b) the Series 2004-1
Termination Date; and (c) such earlier date consented to by the Surety Provider
and the Rating Agencies which consent by the Surety Provider shall be in
writing.


 


“Series 2004-1 Liquidity Amount” means, as of any
date of determination, the sum of (a) the amount available to be drawn under
the Series 2004-1 Letter of Credit, (b) if the Series 2004-1 Cash Collateral
Account has been established and funded pursuant to Section 3.8 of this
Series Supplement, the Series 2004-1 Available Cash Collateral Account Amount
on such date and (c) the Series 2004-1 Available Reserve Account Amount on such
date.


 


“Series 2004-1 Liquidity Deficiency” means, as of
any date of determination, the amount by which the Series 2004-1 Liquidity
Amount is less than the 2004-1 Required Liquidity Amount as of such date.


 


“Series 2004-1 Maximum Aggregate
Kia/Hyundai/Suzuki/Volkswagen Vehicle Amount” means, as of any day, an
amount equal to 25% of the Adjusted Aggregate Asset Amount on such day.


 


“Series 2004-1 Maximum Aggregate Mazda/Nissan Program
Vehicle Amount” means, as of any day, an amount equal to (a) if each of
Mazda and Nissan is rated at least “BBB” by Standard & Poor’s and “Baa3” by
Moody’s, 10% of the Adjusted


 


40

















 


Aggregate Asset Amount as of such day and (b) if each of
Mazda and Nissan is not rated at least “BBB” by Standard & Poor’s and
“Baa3” by Moody’s, 2% of the Adjusted Aggregate Asset Amount as of such day.


 


“Series 2004-1 Maximum Amount” means any of
Series 2004-1 Maximum Non-Eligible Manufacturer Amount, the Series 2004-1
Maximum Non-Program Vehicle Amount, the Series 2004-1 Maximum Aggregate
Mazda/Nissan Program Vehicle Amount, each Series 2004-1 Maximum Defaulted
Manufacturer Vehicle Amount, the Series 2004-1 Maximum Kia Amount, the Series
2004-1 Maximum Hyundai Amount, the Series 2004-1 Maximum Suzuki Amount, the
Series 2004-1 Maximum Volkswagen Amount or the Series 2004-1 Maximum Aggregate
Kia/Hyundai/Suzuki/Volkswagen VehicleAmount.


 


“Series 2004-1 Maximum Defaulted Manufacturer Vehicle
Amount” means, as of any date of determination, with respect to each Series
2004-1 Defaulted Manufacturer, solely for so long as such Manufacturer is a
Series 2004-1 Defaulted Manufacturer, an amount equal to the product of (x) a
fraction expressed as a percentage, the numerator of which is the Series 2004-1
Defaulted Manufacturer Vehicle Amount, on the day such Manufacturer became a
Series 2004-1 Defaulted Manufacturer and the denominator of which is the
Adjusted Aggregate Asset Amount as of such day on which such Manufacturer
became a Series 2004-1 Defaulted Manufacturer and (y) the Adjusted Aggregate
Asset Amount as of such date of determination; provided that for the
avoidance of doubt, there will be no Series 2004-1 Maximum Defaulted
Manufacturer Vehicle Amount with respect to a Manufacturer on any date on which
such Manufacturer is not a Series 2004-1 Defaulted Manufacturer.


 


“Series 2004-1 Maximum Hyundai Amount” means, as
of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on
such day.


 


“Series 2004-1 Maximum Kia Amount” means, as of
any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such
day.


 


“Series 2004-1 Maximum Invested Amount” means,
with respect to each Class of Series 2004-1 Notes, $100,000,000.


 


“Series 2004-1 Maximum Non-Eligible Manufacturer
Amount” means, as of any day, an amount equal to 0% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2004-1 Maximum Non-Program Vehicle Amount”
means, as of any day, an amount equal to the Series 2004-1 Maximum Non-Program
Vehicle Percentage of the Adjusted Aggregate Asset Amount on such day.


 


“Series 2004-1 Maximum Non-Program Vehicle Percentage”
means 30% or such other percentage (initially as of the date hereof 15%) as may
be agreed to in


 


41

















 


writing by ARG and the Surety Provider on or after the
Series 2004-1 Closing Date, with prompt written notice thereof delivered by ARG
to the Trustee.


 


“Series 2004-1 Maximum Suzuki Amount” means, as
of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on
such day.


 


“Series 2004-1 Maximum Volkswagen Amount” means,
as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on
such day.


 


“Series 2004-1 Mazda Program Vehicle Amount”
means, as of any date of determination, an amount equal to the sum, rounded to
the nearest $100,000, of the following amounts to the extent that such amounts
are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by Mazda and not turned in to Mazda pursuant to its Manufacturer
Program, if any, or delivered for Auction pursuant to its Manufacturer Program,
if any, or not otherwise sold or deemed to be sold under the related Leasing
Company Related Documents, (ii) all amounts receivable by a Leasing Company as
of such date (other than Excluded Payments) from Mazda under Manufacturer
Programs with respect to Eligible Vehicles (other than Exchanged Vehicles) (as
of the applicable disposition date) that were manufactured by Mazda and turned
in to Mazda pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Mazda under and in accordance with a Manufacturer
Program, (iii) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles (as of the applicable disposition date) that were manufactured by
Mazda that have been delivered for Auction, all amounts receivable (other than
amounts specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, (iv)
with regard to Eligible Vehicles that were Series 2004-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by Mazda that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable as of such date under the Leases, (v) with regard to
Eligible Vehicles that were Series 2004-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by Mazda that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clauses (ii), (iii)
and (iv) above),
and (vi) if such date of determination is during the period from and including
a Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series 2004-1 Minimum Invested Amount” means
$5,000,000.


 


42

















 


“Series 2004-1 Monthly Lease Principal Payment
Deficit” means on any Program Distribution Date an amount equal to the
excess, if any, of (a) the aggregate amount of Principal Collections which
pursuant to Section 3.2 of this Series Supplement would have been allocated to the Series 2004-1 Collection Account if all
payments required to have been made under the Leases from and excluding the
preceding Program Distribution Date to and including such Program Distribution
Date were made in full over (b)  the
aggregate amount of Principal Collections which pursuant to Section 3.2
of this Series Supplement have been allocated to the Series 2004-1 Collection
Account (without giving effect to any amounts deposited into the Series 2004-1
Accrued Interest Account pursuant to the proviso to Section 2.2(c)(ii)
of this Series Supplement) from and excluding the preceding Program
Distribution Date to and including such Program Distribution Date.


 


“Series 2004-1 Nissan Program Vehicle Amount”
means, as of any date of determination, an amount equal to the sum, rounded to
the nearest $100,000, of the following amounts to the extent that such amounts
are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by Nissan and not turned in to Nissan pursuant to its Manufacturer
Program, if any, not delivered for Auction pursuant to its Manufacturer Program
if any, or not otherwise sold or deemed to be sold under the related Leasing
Company Related Documents, (ii) all amounts receivable by a Leasing Company as
of such date (other than Excluded Payments) from Nissan under Manufacturer
Programs with respect to Eligible Vehicles (other than Exchanged Vehicles) (as
of the applicable disposition date) that were manufactured by Nissan and turned
in to Nissan pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Nissan under and accordance with a Manufacturer
Program, (iii) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles (as of the applicable disposition date) that were manufactured by
Nissan that have been delivered for Auction, all amounts receivable (other than
amounts specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, (iv)
with regard to Eligible Vehicles that were Series 2004-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by Nissan that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable as of such date under the Leases, (v) with regard to
Eligible Vehicles that were Series 2004-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by Nissan that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clauses (ii), (iii)
and (iv) above),
and (vi) if such date of determination is during the period from and including
a Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base


 


43

















 


Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series 2004-1 Non-Eligible Manufacturer Amount”
means, as of any date of determination, an amount equal to the sum, rounded to
the nearest $100,000, of the following amounts to the extent that such amounts
are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Vehicles that
are Eligible Vehicles as of such date that were manufactured by Manufacturers
other than Series 2004-1 Eligible Program Manufacturers or Series 2004-1 Eligible
Non-Program Manufacturers and not turned in to the Manufacturer thereof
pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed
to be sold under the related Leasing Company Related Documents, (ii) with
regard to Eligible Vehicles (as of the applicable disposition date) that were
manufactured by Manufacturers other than Series 2004-1 Eligible Program
Manufacturers or Series 2004-1 Eligible Non-Program Manufacturers that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable on such date under the Leases, (iii) with regard to
Eligible Vehicles (as of the applicable disposition date) that were
manufactured by Manufacturers other than Series 2004-1 Eligible Program
Manufacturers or Series 2004-1 Eligible Non-Program Manufacturers that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clause (ii) above), and (iv) if such date of determination
is during the period from and including a Determination Date to but excluding
the next Program Distribution Date, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series 2004-1 Non-Program Vehicle” means a
Vehicle that is not subject to a Series 2004-1 Eligible Manufacturer Program,
including, without limitation Vehicles subject to a Manufacturer Program that
fails to meet the definition of Series 2004-1 Eligible Manufacturer Program as
a result of the occurrence and continuation of a Manufacturer Event of Default
with respect to the related Manufacturer.


 


“Series 2004-1 Non-Program Vehicle Amount” means,
as of any date of determination, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to the extent that such amounts are
included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Non-Program Vehicles that are Eligible Vehicles as of such date and not turned
in to the Manufacturer thereof pursuant to its Manufacturer Program, if any,
not delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related Documents,
(ii) with regard to Eligible Vehicles that were Series 2004-1 Non-Program
Vehicles (as of the applicable disposition date) that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any Casualty
Payments or Termination Payments with respect to such


 


44

















 


Eligible Vehicles due and payable as of such date under
the Leases, (iii) with regard to Eligible Vehicles that were Series 2004-1
Non-Program Vehicles (as of the applicable disposition date) that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clause (ii) above), and (iv) if such date of determination
is during the period from and including a Determination Date to but excluding
the next Program Distribution Date, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series 2004-1 Non-Program Vehicle Percentage”
means, as of any date of determination, the sum of (i) the percentage
equivalent of a fraction, the numerator of which is the Series 2004-1
Non-Program Vehicle Amount as of such date and the denominator of which is
equal to the Aggregate Asset Amount as of such date and (ii) the Specified
BBB-/Baa3 Vehicle Percentage Excess as of such date; provided that upon
the occurrence of a Specified Manufacturer Event of Default with respect to any
Manufacturer, such Specified Manufacturer Event of Default will be deemed not
to have occurred for purposes of calculating the Series 2004-1 Non-Program
Vehicle Percentage for a period of thirty (30) days following the occurrence of
such Specified Manufacturer Event of Default.


 


“Series 2004-1 Noteholder” means the person in
whose name a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note,
Class A-5 Note, Class A-6 Note or Class A-7 Note, as the context may require,
is registered in the Note Register.


 


“Series 2004-1 Notes” means, collectively, the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the Class A-5 Notes, the Class A-6 Notes and the Class A-7 Notes.


 


“Series
2004-1 Optional Incremental GM Enhancement Percentage” means (i) as of any
date of determination during a Series 2004-1 Optional Incremental GM
Enhancement Period, 30% and (ii) as of any other date of determination, zero.


 


“Series
2004-1 Optional Incremental GM Enhancement Period” means any period (a)
during which the senior unsecured debt of GM is rated less than “BBB-” by
Standard & Poor’s and (b) commencing on a date designated by the Servicer
in a writing delivered to the Surety Provider indicating that ARG has elected
to implement the Series 2004-1 Optional Incremental GM Enhancement Period and
ending on a date designated in a writing delivered to the Surety Provider
indicating that ARG has elected to terminate such Series 2004-1 Optional
Incremental GM Enhancement Period, provided that, for the avoidance of doubt,
any election to commence or end a Series 2004-1 Optional Incremental GM
Enhancement Period shall be made by the Servicer on behalf of ARG in its sole
and absolute discretion and neither ARG nor the Servicer shall be under any
obligation to commence or maintain a Series 2004-1 Optional Incremental GM
Enhancement Period.


 


45

















 


“Series 2004-1 Outstanding Principal Amount”
means the sum of the Class A-1 Outstanding Principal Amount, the Class A-2
Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the
Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal
Amount, the Class A-6 Outstanding Principal Amount and the Class A-7
Outstanding Principal Amount.


 


“Series 2004-1 Overcollateralization Amount”
means, as of any date, (A) on which no Aggregate Asset Amount Deficiency
exists, the Series 2004-1 Required Overcollateralization Amount as of such date
or (B) on which an Aggregate Asset Amount Deficiency exists, the excess, if
any, of the Series 2004-1 Aggregate Asset Amount over the Series 2004-1
Adjusted Invested Amount as of such date.


 


“Series 2004-1 Past Due Rent Payment” has the
meaning specified in Section 2.2(d) of this Series Supplement.


 


“Series 2004-1 Percentage” means, as of any date
of determination, the percentage equivalent of a fraction, the numerator of
which is the Series 2004-1 Invested Amount as of such date and the denominator
of which is the sum of the Invested Amounts for all Series of Notes as of such
date.


 


“Series 2004-1 Periodic Interest” means, with
respect to the Series 2004-1 Notes of any Class, the Class A-1 Periodic
Interest, the Class A-2 Periodic Interest, the Class A-3 Periodic Interest, the
Class A-4 Periodic Interest, the Class A-5 Periodic Interest, the Class A-6
Periodic Interest or the Class A-7 Periodic Interest, as applicable.


 


“Series 2004-1 Principal Allocation” has the
meaning specified in Section 3.2(a)(ii) of this Series Supplement.


 


“Series 2004-1 Program Vehicle” means a Vehicle
subject to a Series 2004-1 Eligible Manufacturer Program.


 


“Series 2004-1 Program Vehicle Amount” means, as
of any date of determination, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to the extent that such amount are
included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles that are Eligible Vehicles as of such date and not turned in
to the Manufacturer thereof pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from Manufacturers under Manufacturer Programs
with respect to Eligible Vehicles that were Series 2004-1 Program Vehicles
(other than Exchanged Vehicles) (as of the applicable Disposition Date) and
turned in to such Manufacturers pursuant to any such Manufacturer Program or
delivered for Auction pursuant to any Manufacturer Program and the aggregate of
all Eligible Receivables owned by a Leasing Company, financed under the related
Leasing Company Indenture and owed by Series 2004-1 Eligible Program


 


46

















 


Manufacturers under and in accordance with a
Manufacturer Program, (iii) with regard to Eligible Vehicles that were Series
2004-1 Program Vehicles (as of the applicable Disposition Date) that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, all
amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, (iv) with regard to Eligible Vehicles that were
Series 2004-1 Program Vehicles (as of the applicable Disposition Date) that
have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due and payable as of such date under the Leases, (v) with
regard to Eligible Vehicles that were Series 2004-1 Program Vehicles (as of the
applicable Disposition Date) that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base
Rent under the Leases with respect to such Eligible Vehicles (net of amounts
set forth in clauses (ii), (iii) and (iv) above), and (vi) if such date of determination
is during the period from and including a Determination Date to but excluding
the next Program Distribution Date, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series 2004-1 Program Vehicle Percentage” means,
as of any date of determination, the result of (i) the percentage equivalent of
a fraction, the numerator of which is the excess, if any, of the Series 2004-1
Program Vehicle Amount over the sum of (x) the GM Freeze Vehicle Amount as of
such date and (y)
during a Series 2004-1 Optional Incremental GM Enhancement Period, the GM
Program Vehicle Amount as of such date, and
the denominator of which is equal to the Aggregate Asset Amount as of such date minus (ii) the Specified BBB-/Baa3
Vehicle Percentage Excess as of such date; provided that upon the
occurrence of a Specified Manufacturer Event of Default with respect to any
Manufacturer, such Specified Manufacturer Event of Default will be deemed not
to have occurred for purposes of calculating the Series 2004-1 Program Vehicle
Percentage for a period of thirty (30) days following the occurrence of such
Specified Manufacturer Event of Default.


 


“Series 2004-1 Rapid Amortization Period” means
the period beginning at the close of business on the Business Day immediately
preceding the day on which an Amortization Event is deemed to have occurred
with respect to the Series 2004-1 Notes and ending upon the earliest to occur
of (i) the date on which the Series 2004-1 Notes are redeemed in full and the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts then due, (ii) the Series 2004-1 Termination
Date and (iii) the termination of the Indenture.


 


“Series 2004-1 Rating Agency Confirmation and Consent
Condition” means, with respect to the Series 2004-1 Notes of each Class and
any action, that (i) each Rating Agency shall have notified ARG, the Surety
Provider and the Trustee in writing that such action will not result in a
reduction or withdrawal of the ratings (in respect of each Class of Series
2004-1 Notes, both with and without regard to the presence of the


 


47

















 


Surety Bond in effect immediately before the taking of
such action) of the Series 2004-1 Notes of each Class and (ii) the Surety
Provider shall have consented in writing to
such action.


 


“Series 2004-1 Rating Agency Confirmation Condition”
means, with respect to the Series 2004-1 Notes of each Class and any action,
including the issuance of an additional Series of Notes, that each Rating
Agency shall have notified ARG, the Surety Provider and the Trustee in writing
that such action will not result in a reduction or withdrawal of the ratings
(in respect of each Class of Series 2004-1 Notes, both with and without regard
to the presence of the Surety Bond in effect immediately before the taking of
such action) of the Series 2004-1 Notes of each Class.


 


“Series 2004-1 Reimbursement Agreement” means any
and each agreement providing for the reimbursement of a Series 2004-1 Letter of
Credit Provider for draws under its Series 2004-1 Letter of Credit.


 


“Series
2004-1 Related Month” means, with respect to any Principal Distribution
Date with respect to the Series 2004-1 Notes of any Class on which Series
2004-1 Notes of such Class are required to be redeemed pursuant to Section
3.5(a) of this Series Supplement, the calendar month immediately preceding
the most recent First Potential Series 2004-1 Redemption Date; provided
that if the preceding Principal Distribution Date on which Series 2004-1 Notes
of such Class were redeemed occurred prior to the First Potential Series 2004-1
Redemption Date occurring in the calendar month immediately preceding the most
recent First Potential Series 2004-1 Redemption Date, “Series 2004-1 Related
Month” shall mean the calendar month immediately preceding the most recent
First Potential Series 2004-1 Redemption Date, the calendar month prior to the
month in which such preceding Principal Distribution Date occurred and any
intervening calendar month; provided, further that with respect
to the initial Principal Distribution Date with respect to the Series 2004-1
Notes of any Class on which the Series 2004-1 Notes of such Class are required
to be redeemed pursuant to Section 3.5(a) of this Series Supplement,
“Series 2004-1 Related Month” shall mean the calendar month immediately prior
to the month in which the Initial Scheduled Principal Determination Date or
Initial Rapid Principal Determination Date occurred, as the case may be, and
each calendar month thereafter ending prior to the calendar month in which the
First Potential Series 2004-1 Redemption Date immediately preceding such
initial Principal Distribution Date shall have occurred.


 


“Series
2004-1 Required Aggregate Asset Amount” means, as of any date of
determination, the sum of (a) the Series 2004-1 Adjusted Invested Amount and
(b) the Series 2004-1 Required Overcollateralization Amount, in each case, as
of such date.


 


“Series
2004-1 Required Enhancement Amount” means, as of any date of determination,
the sum of (i) the product of (x) the Series 2004-1 Required Enhancement
Percentage as of such date and (y) the Series 2004-1 Adjusted Invested Amount
as of such date and (ii) the Series 2004-1 Required Enhancement Incremental
Amount as of


 


48

















 


such
date; provided, however, that, as of any date of determination
after the occurrence of a Series 2004-1 ARG Liquidation Event, the Series
2004-1 Required Enhancement Amount shall equal the lesser of (x) the Series
2004-1 Adjusted Invested Amount as of such date and (y) the sum of (1) the
product of the Series 2004-1 Required Enhancement Percentage as of such date of
determination and the Series 2004-1 Adjusted Invested Amount as of the date of
the occurrence of such Series 2004-1 ARG Liquidation Event and (2) the Series
2004-1 Required Enhancement Incremental Amount as of such date of
determination.


 


“Series
2004-1 Required Enhancement Incremental Amount” means as of any date, the
product of (A) the Series 2004-1 Aggregate Asset Percentage as of the
immediately preceding Business Day and (B) the sum (without double counting) of
(1) the excess, if any, of the Series 2004-1 Non-Program Vehicle Amount
(excluding from the calculation thereof, to the extent that a Manufacturer
Event of Default has occurred with respect to any Series 2004-1 Eligible
Program Manufacturer, the Net Book Value of the Vehicles (other than Series
2004-1 Non-Program Vehicles manufactured by any such Series 2004-1 Eligible
Program Manufacturer as of the date of the occurrence of such Manufacturer
Event of Default) manufactured by each such Series 2004-1 Eligible Program
Manufacturer for which a Manufacturer Event of Default has occurred and
acquired prior to such Manufacturer Event of Default having been cured, and any
amounts related to such Vehicles included in the definition of Series 2004-1
Non-Program Vehicle Amount) over the Series 2004-1 Maximum Non-Program Vehicle
Amount as of such immediately preceding Business Day, (2) the excess, if any,
of the Series 2004-1 Non-Eligible Manufacturer Amount over the Series 2004-1
Maximum Non-Eligible Manufacturer Amount as of such immediately preceding
Business Day, (3) the excess, if any, of the sum of (i) the Series 2004-1 Mazda
Program Vehicle Amount as of such immediately preceding Business Day and (ii)
the Series 2004-1 Nissan Program Vehicle Amount as of such immediately
preceding Business Day over the Series 2004-1 Maximum Aggregate Mazda/Nissan
Program Vehicle Amount as of such immediately preceding Business Day, (4) the
excess, if any, of the Series 2004-1 Aggregate Kia/Hyundai/Suzuki/Volkswagen
Amount as of such immediately preceding Business Day, over the Series 2004-1
Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle Amount as of such
immediately preceding Business Day, (5) the excess, if any, of the Series
2004-1 Defaulted Manufacturer
Vehicle Amount with respect to each Series 2004-1 Defaulted Manufacturer over
the Series 2004-1 Maximum Defaulted Manufacturer
Vehicle Amount with respect to such Series 2004-1 Defaulted Manufacturer as of such
immediately preceding Business Day, (6) the excess, if any, of the Series
2004-1 Kia Amount over the Series 2004-1 Maximum Kia Amount as of such
immediately preceding Business Day, (7) the excess, if any, of the Series
2004-1 Suzuki Amount over the Series 2004-1 Maximum Suzuki Amount as of such
immediately preceding Business Day, (8) the excess, if any, of the Series
2004-1 Hyundai Amount over the Series 2004-1 Maximum Hyundai Amount as of such
immediately preceding Business Day and (9) the excess, if any, of the Series
2004-1 Volkswagen Amount over the Series 2004-1 Maximum Volkswagen Amount as of
such immediately preceding Business Day.


 


49

















 


“Series
2004-1 Required Enhancement Percentage” means, as of any date of
determination, a percentage calculated with respect to the preceding day equal
to the sum of (i) the product of (A) 17.75% and (B) the Series 2004-1 Program
Vehicle Percentage as of such preceding day, (ii) the product of (A) the Series
2004-1 Required Non-Program Enhancement Percentage as of such preceding day and
(B) the Series 2004-1 Non-Program Vehicle Percentage as of such preceding day,
(iii) the product of (A) 10.00% and (B) the GM Freeze Vehicle Percentage as of
such preceding day and (iv) the product of (A) the Series 2004-1 Optional
Incremental GM Enhancement Percentage as of such preceding day and (B) the
Series 2004-1 GM Program Vehicle Percentage as of such preceding day.


 


“Series 2004-1 Required Liquidity Amount” means,
as of any date of determination, an amount equal to 5.50% of the Series 2004-1
Adjusted Invested Amount on such date.


 


“Series
2004-1 Required Non-Program Enhancement Percentage” means, as of any date
of determination, the sum of (a) 30.00% and (b) an amount (not less than zero)
equal to 100% minus the lesser of (x) the lowest Measurement Month Average of
any full Measurement Month within the preceding twelve calendar months (or such
fewer number of calendar months as have elapsed since the Series 2004-1 Closing
Date) and (y) the lowest Fair Market Value Average as of any Determination Date
within the preceding twelve calendar months (or such fewer number of calendar
months as have elapsed since the Series 2004-1 Closing Date).


 


“Series 2004-1 Required Overcollateralization Amount”
means, as of any date of determination, the excess, if any, of (a) the Series
2004-1 Required Enhancement Amount over (b) the sum of (i) the Series 2004-1
Available Reserve Account Amount as of such date and (ii) the Series 2004-1
Letter of Credit Amount as of such date.


 


“Series 2004-1 Required Reserve Account Amount”
means, with respect to any date of determination, an amount equal to the
greater of (a) the excess, if any, of the Series 2004-1 Required Liquidity
Amount on such date over the Series 2004-1 Liquidity Amount (excluding
therefrom the Series 2004-1 Available Reserve Account Amount) on such date and
(b) the excess, if any, of the Series 2004-1 Required Enhancement Amount over
the Series 2004-1 Enhancement Amount (excluding therefrom the Series 2004-1
Available Reserve Account Amount) on such date.


 


“Series 2004-1 Reserve Account” has the meaning
specified in Section 3.7 (a) of this Series Supplement.


 


“Series 2004-1 Reserve Account Collateral” has
the meaning specified in Section 3.7(d) of this Series Supplement.


 


“Series 2004-1 Reserve Account Surplus” means,
with respect to any date of determination, the excess, if any, of the Series
2004-1 Available Reserve Account Amount over the Series 2004-1 Required Reserve
Account Amount on such date.


 


50

















 


“Series 2004-1 Revolving Period” means the period
from and including the Series 2004-1 Closing Date to the earlier of (i) the
commencement of the Scheduled Amortization Period and (ii) the commencement of
any Series 2004-1 Rapid Amortization Period.


 


“Series 2004-1 Suzuki Amount” means, as of any
date of determination, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles and Series 2004-1 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Suzuki and not
turned in to Suzuki pursuant to its Manufacturer Program, if any, not delivered
for Auction pursuant to its Manufacturer Program if any, or not otherwise sold
or deemed to be sold under the related Leasing Company Related Documents, (ii)
all amounts receivable by a Leasing Company as of such date (other than
Excluded Payments) from Suzuki under Manufacturer Programs with respect to
Eligible Vehicles (other than Exchanged Vehicles) (as of the applicable
disposition date) that were manufactured by Suzuki and turned in to Suzuki
pursuant to any such Manufacturer Program or delivered for Auction pursuant to
any Manufacturer Program and the aggregate of all Eligible Receivables owned by
a Leasing Company, financed under the related Leasing Company Indenture and
owed by Suzuki under and accordance with a Manufacturer Program, (iii) with
regard to Eligible Vehicles that were Series 2004-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by Suzuki that have been
delivered for Auction, all amounts receivable (other than amounts specified in clause
(ii) above) from any person or entity in connection with the Auction of
such Eligible Vehicles as of such date, (iv) with regard to Eligible Vehicles
that were Series 2004-1 Program Vehicles or Series 2004-1 Non-Program Vehicles
(as of the applicable disposition date), in each case that were manufactured by
Suzuki that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any Casualty Payments or Termination Payments with respect to
such Eligible Vehicles due and payable as of such date under the Leases, (v)
with regard to Eligible Vehicles that were Series 2004-1 Program Vehicles or
Series 2004-1 Non-Program Vehicles (as of the applicable disposition date), in
each case that were manufactured by Suzuki that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clauses (ii), (iii) and (iv)
above), and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series 2004-1 Termination Date” means the latest
occurring Final Distribution Date.


 


“Series 2004-1 Volkswagen Amount” means, as of
any date of determination, an amount equal to the sum, rounded to the nearest
$100,000, of the


 


51

















 


following amounts to the extent that such amounts are
included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles and Series 2004-1 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Volkswagen and not
turned in to Volkswagen pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from Volkswagen under Manufacturer Programs with
respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the
applicable disposition date) that were manufactured by Volkswagen and turned in
to Volkswagen pursuant to any such Manufacturer Program or delivered for
Auction pursuant to any Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Volkswagen under and accordance with a
Manufacturer Program, (iii) with regard to Eligible Vehicles that were Series
2004-1 Program Vehicles (as of the applicable disposition date) that were
manufactured by Volkswagen that have been delivered for Auction, all amounts
receivable (other than amounts specified in clause (ii) above) from any
person or entity in connection with the Auction of such Eligible Vehicles as of
such date, (iv) with regard to Eligible Vehicles that were Series 2004-1
Program Vehicles or Series 2004-1 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by Volkswagen that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable as of such date under the Leases, (v) with regard to
Eligible Vehicles that were Series 2004-1 Program Vehicles or Series 2004-1
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Volkswagen that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base
Rent under the Leases with respect to such Eligible Vehicles (net of amounts
set forth in clauses (ii), (iii) and (iv) above), and (vi) if such date of determination
is during the period from and including a Determination Date to but excluding
the next Program Distribution Date, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


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


 


“Servicer” means Vanguard.


 


“Shadow
Rating” means the rating of the Series 2004-1 Notes by Standard &
Poor’s or Moody’s, as applicable, without giving effect to the Surety Bond.


 


“Special
Auction Rate Period” means a Subsequent Auction Rate Period designated
pursuant to Section 3.13 of this Series Supplement that consists of a
specified number of Rate Period Days not fewer than seven and not more than 91
and evenly


 


52

















 


divisible
by seven, subject to adjustment as
provided in Section 3.13(b) of this Series Supplement.


 


“Specified BBB-/Baa3 Amount” means, as of any
date of determination, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2004-1
Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by a Specified BBB-/Baa3 Manufacturer as of such date and not turned
in to such Specified BBB-/Baa3 Manufacturer as of such date pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable by a
Leasing Company as of such date (other than Excluded Payments) from a Specified
BBB-/Baa3 Manufacturer as of such date under Manufacturer Programs with respect
to Eligible Vehicles (other than Exchanged Vehicles) (as of the applicable disposition
date) that were manufactured by such Specified BBB-/Baa3 Manufacturer as of
such date and turned in to such Specified BBB-/Baa3 Manufacturer pursuant to
any such Manufacturer Program or delivered for Auction pursuant to any
Manufacturer Program and the aggregate of all Eligible Receivables owned by a
Leasing Company, financed under the related Leasing Company Indenture and owed
by such Specified BBB-/Baa3 Manufacturer under and accordance with a
Manufacturer Program, (iii) with regard to Eligible Vehicles that were Series
2004-1 Program Vehicles (as of the applicable disposition date) that were
manufactured by a Specified BBB-/Baa3 Manufacturer as of such date that have
been delivered for Auction, all amounts receivable (other than amounts specified
in clause (ii) above) from any person or entity in connection with the
Auction of such Eligible Vehicles as of such date, (iv) with regard to Eligible
Vehicles that were Series 2004-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by a Specified BBB-/Baa3 Manufacturer
as of such date that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, any Casualty Payments or Termination Payments with
respect to such Eligible Vehicles due and payable as of such date under the
Leases, (v) with regard to Eligible Vehicles that were Series 2004-1 Program
Vehicles (as of the applicable disposition date) manufactured by a Specified
BBB-/Baa3 Manufacturer as of such date that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clauses (ii), (iii) and (iv)
above), and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Specified
BBB-/Baa3 Manufacturer” means, as of any day, (i) Hyundai to the extent
that Hyundai is rated at least “BBB-” by Standard
& Poor’s and at least “Baa3” by Moody’s, but Hyundai is not rated at least
“BBB” by Standard & Poor’s and


 


53

















 


at least “Baa2” by Moody’s; (ii) Kia to the extent that Kia is rated at least
“BBB-” by Standard & Poor’s and at
least “Baa3” by Moody’s, but Kia is not rated at least “BBB” by Standard &
Poor’s and at least “Baa2” by Moody’s; (iii) Suzuki to the extent that
Suzuki is rated at least “BBB-” by Standard
& Poor’s and at least “Baa3” by Moody’s, but Suzuki is not rated at least
“BBB” by Standard & Poor’s and at least “Baa2” by Moody’s or (iv)
Volkswagen to the extent that Volkswagen
is rated at least “BBB-” by Standard
& Poor’s and at least “Baa3” by Moody’s, but Volkswagen is not rated at
least “BBB” by Standard & Poor’s and at least “Baa2” by Moody’s; provided
that upon the downgrade of any such Manufacturer by a Rating Agency to a rating
that would require inclusion of such Manufacturer in this definition, for
purposes of this definition and each instance in which this definition is used
in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB”
and/or “Baa2”, as applicable, by the Rating Agency which downgraded such
Manufacturer for a period of 30 days following the date of such downgrade.


 


“Specified
BBB-/Baa3 Vehicle Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Specified
BBB-/Baa3 Amount as of such date and the denominator of which is the Aggregate
Asset Amount as of such date.


 


“Specified
BBB-/Baa3 Vehicle Percentage Excess” means, as of any date of
determination, the excess, if any, of the Specified BBB-/Baa3 Vehicle
Percentage as of such date over 10%.


 


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


 


“Standard
Auction Rate Period” means, (i) with respect to the Class A-1 Notes, any
Auction Rate Period consisting of 7 Rate Period Days, (ii) with respect to the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5
Notes, any Auction Rate Period consisting of 28 Rate Period Days, and (iii)
with respect to the Class A-6 Notes and the Class A-7 Notes, any Auction Rate
Period consisting of 91 Rate Period Days; provided that the Standard
Auction Rate Period for the Class A-6 Notes and the Class A-7 Notes for each
Subsequent Auction Rate Period for the Class A-6 Notes and the Class A-7 Notes
following the Rapid Amortization Special Auction Rate Period shall be any
Auction Rate Period consisting of 28 Rate Period Days.


 


“Stockholders’ Equity” means, as of
any date of determination, the sum, without duplication, of (A) the product of
(x) the number of shares outstanding of each class of common stock and
preferred stock of Worldwide as of such date and (y) the par value per share of
each such respective class of common stock or preferred stock, plus (B)
additional paid-in-capital of Worldwide and its consolidated Subsidiaries as of
such date, plus (C) retained earnings (or less accumulated deficits) of
Worldwide and its consolidated Subsidiaries as of such date, plus (D)
accumulated other comprehensive income and amortized stock-based compensation
as of such date, plus (E) all amounts


 


54

















 


classified under mandatorily redeemable securities
on the balance sheet of Worldwide and its consolidated Subsidiaries, each
determined on a consolidated basis in accordance with GAAP as in effect on the
date hereof and without giving effect to subsequently promulgated GAAP or any
changes in the manner in which GAAP would be applied, but excluding for these
purposes the book value of any loan made by Worldwide and its consolidated
Subsidiaries to Cerberus Capital Management, L.P. or any of its Affiliates
(other than Worldwide or its consolidated Subsidiaries).


 


“Subsequent
Auction Rate Period” means, for the Series 2004-1 Notes of any Class, the
period from and including the Initial Distribution Date with respect to the
Series 2004-1 Notes of such Class to but excluding the next Distribution Date
with respect to the Series 2004-1 Notes of such Class and each period
thereafter from and including one Distribution Date with respect to the Series
2004-1 Notes of such Class to but excluding the next succeeding Distribution
Date with respect to the Series 2004-1 Notes of such Class; provided
that if any Subsequent Auction Rate Period for the Series 2004-1 Notes of such
Class is also a Standard Auction Rate Period consisting of more than 28 Rate
Period Days or a Special Auction Rate Period consisting of more than 28 Rate
Period Days, then such term shall mean the period commencing on the first day
of such Standard Auction Rate Period or Special Auction Rate Period and ending
on the last day of the last Interest Period thereof.


 


“Substitute Auction Agent” means the Person with
whom ARG enters into a Substitute Auction Agent Agreement.


 


“Substitute Auction Agent Agreement” means an
auction agent agreement approved by the Surety Provider containing terms
substantially similar to the terms of the Initial Auction Agent Agreement,
whereby a Person having the qualifications required by Section 2.1.5 of the
Auction Procedures agrees with ARG to perform the duties of the Auction Agent
under this Series Supplement (including Appendix A hereto).


 


“Supermajority Noteholders” means, with respect to
the Series 2004-1 Notes, Series 2004-1 Noteholders holding 66-2/3 % or more of
the Series 2004-1 Invested Amount (excluding any Series 2004-1 Notes held by
ARG or any Affiliate of ARG).


 


“Surety Bond” means the Note Guaranty Insurance
Policy No. AB0738BE, dated February 19, 2004, issued by the Surety Provider.


 


“Surety Default” means (i) any failure by the
Surety Provider to pay a demand for payment in accordance with the requirements
of the Surety Bond and such failure shall not have been cured or (ii) the
occurrence of an Event of Bankruptcy with respect to the Surety Provider.


 


“Surety Provider” means Ambac Assurance
Corporation, a Wisconsin stock insurance company.


 


55

















 


“Surety Provider Fee” has the meaning set forth
in the Insurance Agreement.


 


“Surety Provider Reimbursement Amounts” means, as
of any date of determination, (i) an amount equal to the aggregate of any
amounts due as of such date to the Surety Provider pursuant to the Insurance
Agreement in respect of unreimbursed draws under the Surety Bond, including
interest thereon determined in accordance with the Insurance Agreement, and
(ii) an amount equal to the aggregate of any other amounts due as of such date
to the Surety Provider pursuant to the Insurance Agreement (other than the
Surety Provider Fee).


 


“Suzuki” means American Suzuki Motor Corporation,
a California corporation, and its successors.


 


“Telerate Page 3750” means the display page so
designated on the Moneyline Telerate Service or any other page that may replace
that page on that service for the purpose of displaying comparable rates or
prices.


 


“Termination Date Disbursement” means an amount
drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of
Termination Date Demand.


 


“Termination Disbursement” means an amount drawn
under a Series 2004-1 Letter of Credit pursuant to a Certificate of Termination
Demand.


 


“Unpaid Demand Note Disbursement” means an amount
drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of
Unpaid Demand Note Demand.


 


“Unpaid Fee Amounts” has the meaning specified in
Section 3.7(f) of this Series Supplement.


 


“Vanguard” means Vanguard Car Rental USA Inc., a
Delaware corporation.


 


“Volkswagen” means Volkswagen of America, Inc., a
New Jersey corporation, and its successors.


 


“Worldwide”
means Worldwide Excellerated Leasing Ltd., a Bermuda corporation.


 


56

















 


ARTICLE II


 


ADDITIONAL ISSUANCES OF SERIES
2004-1 NOTES


 


Section 2.1             Procedure
for Issuing Additional Series 2004-1 Notes.


 


(a)           Subject to satisfaction of the
conditions precedent set forth in subsection (b) of this Section 2.1
(in the case of subsection (b)(vi) of this Section 2.1, as
evidenced by an Officer’s Certificate of the applicable Leasing Company
delivered to the Trustee), if the outstanding principal amount of the Series
2004-1 Notes of any Class is less than the Series 2004-1 Maximum Invested
Amount on any Principal Distribution Date for such Class of Series 2004-1 Notes
during the Series 2004-1 Revolving Period ARG may issue Additional Series
2004-1 Notes of such Class which have not been previously optionally redeemed
in full pursuant to Section 9.1 of this Series Supplement (the issuance
of such Additional Series 2004-1 Notes, an “Increase”) upon written
notice to the Trustee, the Agent with respect to such Class of Series 2004-1
Notes and the Auction Agent, such notice to be provided at least seven Business
Days prior to such Principal Distribution Date. 
Proceeds from any Increase shall be deposited into the Collection
Account and allocated in accordance with Article III hereof.


 


(b)           Additional Series 2004-1 Notes of any
Class which have not been previously optionally redeemed in full pursuant to Section
9.1 of this Series Supplement may be issued on any Principal Distribution
Date with respect to the Series 2004-1 Notes of such Class during the Series
2004-1 Revolving Period only upon satisfaction of each of the following
conditions with respect thereto:


 


(i)            the
amount of such Increase shall be equal to or greater than $5,000,000 and an
integral multiple of $50,000;


 


(ii)           after
giving effect to such Increase, the Invested Amount of the Series 2004-1 Notes
of such Class shall not exceed the Series 2004-1 Maximum Invested Amount;


 


(iii)          after
giving effect to such Increase and the application of the proceeds thereof, no
Series 2004-1 Enhancement Deficiency, Series 2004-1 Liquidity Deficiency or
Aggregate Asset Amount Deficiency shall exist;


 


(iv)          after
giving effect to such Increase and the application of the proceeds thereof, the
amount on deposit in the Series 2004-1 Reserve Account shall be equal to or
greater than the Series 2004-1 Required Reserve Account Amount; 


 


(v)           no
event or occurrence which with the passage of time or the giving of notice
thereof or both would become an Amortization Event shall have occurred and be
continuing and such Increase shall not result in the occurrence of (1) an
Amortization Event or (2) an event or occurrence, that, with


 


57

















 


the passing of time or the giving of notice thereof,
or both, would become an Amortization Event;


 


(vi)          all conditions precedent to the
increase in principal amount of the applicable Leasing Company Note under the
related Leasing Company Indenture shall have been satisfied;


 


(vii)         all representations and warranties set
forth in Article 7 of the Base Indenture 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 relate to an earlier date); and


 


(viii)        all conditions precedent to the sale of
such Additional Series 2004-1 Notes set forth in the applicable Distribution
Agreement shall have been satisfied.


 


Section 2.2             Optional
Redemptions and Prepayments during the Series 2004-1 Revolving Period.  In connection with any optional redemption of
the Series 2004-1 Notes of any Class pursuant to and in accordance with Section
9.1 of this Series Supplement, ARG shall withdraw funds from the Series
2004-1 Excess Collection Account and Series 2004-1 Accrued Interest Account and
deposit such funds in the Series 2004-1 Distribution Account for application of
such funds to the redemption of the Series 2004-1  Notes of such Class; provided, however,
that ARG shall only be permitted to redeem Series 2004-1 Notes pursuant to
Section 9.1 of this Series Supplement, if after giving effect to such
redemption, either (i) such Class of Series 2004-1 Notes shall have been
redeemed in full or (ii) the Class Invested Amount of such Class of Series
2004-1 Notes equals or exceeds the Series 2004-1 Minimum Invested Amount.  The amount of any such redemption must be in
minimum denominations of $50,000 and integral multiples of $50,000 in excess
thereof, and shall not exceed the amount on deposit in the Series 2004-1 Excess
Collection Account and available for distribution to the holders of the Class
of Series 2004-1 Notes being redeemed.


 


ARTICLE III



SERIES 2004-1 ALLOCATIONS


 


With respect to the Series 2004-1 Notes only, the
following shall apply:


 


Section 3.1             Establishment
and Administration of Series 2004-1 Collection Account, Series 2004-1 Accrued
Interest Account and Series 2004-1 Excess Collection Account.


 


(a)           Allocation
of Collections.  All Collections
allocable to the Series 2004-1 Notes pursuant to Section 3.2 of this
Series Supplement shall be allocated to the Collection Account.


 


58

















 


(b)           Creation
of Accounts.  The Trustee will
establish as a segregated trust account, for the benefit of the Series 2004-1
Noteholders and the Surety Provider, the Series 2004-1 Excess Collection
Account (such account, the “Series 2004-1 Excess Collection Account”).  The Trustee will also create or establish as
segregated trust accounts, in each case for the benefit of the Series 2004-1
Noteholders and the Surety Provider, the Series 2004-1 Collection Account (such
account, the “Series 2004-1 Collection Account”) and the Series 2004-1
Accrued Interest Account (such account, the “Series 2004-1 Accrued Interest
Account”).


 


(c)           Establishment
of the Series 2004-1 Collection Account, the Series 2004-1 Accrued Interest
Account and the Series 2004-1 Excess Collection Account.  The Series 2004-1 Excess Collection Account,
the Series 2004-1 Collection Account and the Series 2004-1 Accrued Interest
Account shall be established and maintained by the Trustee as segregated trust
accounts in the name of the Trustee for the benefit of the Series 2004-1
Noteholders and the Surety Provider, each account bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2004-1 Noteholders and the Surety Provider.  Each such account shall be maintained 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 maintained with a Qualified Institution and at any time such
Qualified Institution fails to satisfy the definition of Qualified Institution,
then the Trustee shall, within 10 Business Days of the date such Qualified
Institution first fails to satisfy the definition of Qualified Institution,
establish a new segregated trust account with the corporate trust department of
a depository institution or trust company that is a Qualified Institution
having corporate trust powers and acting as trustee for funds deposited in such
account.  If a new Series 2004-1
Collection Account, Series 2004-1 Accrued Interest Account or Series 2004-1
Excess Collection Account is established, 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 2004-1 Collection Account, the Series 2004-1 Accrued
Interest Account and the Series 2004-1 Excess Collection Account will be
established as a segregated trust account with The Bank of New York.


 


(d)           Administration
of the Series 2004-1 Collection Account, the Series 2004-1 Accrued Interest
Account and the Series 2004-1 Excess Collection Account.  ARG may instruct (by standing instructions or
otherwise) the institution maintaining the Series 2004-1 Excess Collection
Account, the Series 2004-1 Collection Account and/or the Series 2004-1 Accrued
Interest Account, as the case may be, to invest funds on deposit in each such
account from time to time in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day
immediately prior to the Distribution Date for any Class of Series 2004-1 Notes
next following the date on which such funds were received, unless any Permitted
Investment held in any such account is held with the Paying Agent, in which
case 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 in


 


59

















 


respect of each such account will be credited to such account and any
such Permitted Investments that constitute (i) Physical Property (and that is
not either a United States Security Entitlement or a Security Entitlement) or
Uncertificated Securities (and not United States Security Entitlements) shall
be delivered to the Trustee in accordance with the definition of “Delivery” and
shall be held by the Trustee pending maturity or disposition and (ii) United
States Security Entitlements or Security Entitlements shall be Controlled by
the Trustee pending maturity or disposition. 
The Trustee shall, at the expense of ARG, take such action as is
requested of it to maintain the Trustee’s security interest in the Permitted
Investments credited to the Series 2004-1 Collection Account, the Series 2004-1
Accrued Interest Account and the Series 2004-1 Excess Collection Account.  ARG shall not direct the Trustee to dispose
of (or permit the disposal of) any Permitted Investments prior to the maturity
thereof to the extent such disposal would result in a loss of the purchase
price of such Permitted Investments.  In
the absence of written investment instructions hereunder, funds on deposit in
any of the Series 2004-1 Collection Account, the Series 2004-1 Accrued Interest
Account and the Series 2004-1 Excess Collection Account shall remain
uninvested.


 


(e)           Earnings
from the Series 2004-1 Collection Account, the Series 2004-1 Accrued Interest
Account and the Series 2004-1 Excess Collection Account.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in each of the Series 2004-1
Collection Account, the Series 2004-1 Accrued Interest Account and the Series
2004-1 Excess Collection Account shall be deemed to be on deposit therein and
available for distribution.


 


(f)            Series
2004-1 Excess Collection Account Constitutes Additional Collateral for Series
2004-1 Notes.  In order to secure and
provide for the repayment and payment of the ARG Obligations with respect to
the Series 2004-1 Notes, ARG hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit of the
Series 2004-1 Noteholders and the Surety Provider, all of ARG’s right, title
and interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Series 2004-1 Excess
Collection Account, including any security entitlement thereto; (ii) all funds
on deposit in the Series 2004-1 Excess Collection Account from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any
or all of the Series 2004-1 Excess Collection Account 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 2004-1 Excess Collection Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2004-1 Excess
Collection Account, 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
2004-1 Excess Collection Account Collateral”).  The Trustee, for the benefit of the Series
2004-1 Noteholders and the Surety Provider, shall possess all right, title and
interest in all funds on deposit from time to time


 


60

















 


in the Series 2004-1 Excess Collection Account and in all proceeds
thereof and shall be the only person authorized to originate entitlement orders
in respect of the Series 2004-1 Excess Collection Account.  The Series 2004-1 Excess Collection Account
Collateral shall be under the sole dominion and control of the Trustee, for the
benefit of the Series 2004-1 Noteholders and the Surety Provider.


 


(g)           Series
2004-1 Collection Account and Series 2004-1 Accrued Interest Account Constitute
Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the
payment of the ARG Obligations with respect to the Series 2004-1 Notes, ARG
hereby grants a security interest in and assigns, pledges, grants, transfers
and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders
and the Surety Provider, all of ARG’s right, title and interest in and to the
following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Collection Account and
the Series 2004-1 Accrued Interest Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2004-1 Collection Account and
the Series 2004-1 Accrued Interest Account, from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2004-1 Collection Account and the Series 2004-1 Accrued Interest
Account, 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
2004-1 Collection Account and the Series 2004-1 Accrued Interest Account,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2004-1
Collection Account and the Series 2004-1 Accrued Interest Account, 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 2004-1 Additional Account
Collateral”).  The Trustee, for the
benefit of the Series 2004-1 Noteholders and the Surety Provider, shall possess
all right, title and interest in all funds on deposit from time to time in the
Series 2004-1 Collection Account and the Series 2004-1 Accrued Interest 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 2004-1 Additional Account
Collateral shall be under the sole dominion and control of the Trustee, for the
benefit of the Series 2004-1 Noteholders and the Surety Provider.


 


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ARTICLE
10.



THE TRUSTEE


 


Section 10.1.          Duties
of the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.2.          Rights
of the Trustee.


 


Except as otherwise provided
by Section 10.1:


 


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


 


70

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


71

















 


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


 


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


 


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


 


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


 


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


 


Section 10.3.          Individual
Rights of the Trustee.


 


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


 


Section 10.4.          Notice
of Amortization Events and Potential Amortization Events


 


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


 


Section 10.5.          Compensation.


 


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


 


72

















 


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


 


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


 


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


 


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


 


Section 10.6.          Replacement
of the Trustee.


 


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


 


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


 


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


 


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


 


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


 


(iv)          the Trustee becomes incapable of
acting.


 


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


 


73

















 


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


 


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


 


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


 


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


 


Section 10.7.          Successor
Trustee by Merger, etc.


 


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


 


Section 10.8.          Eligibility
Disqualification.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.10.        Representations
and Warranties of Trustee.


 


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


 


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


 


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


 


76

















 


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


 


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


 


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


 


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


 


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


 


Section 10.11.        ARG
Indemnification of the Trustee.


 


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


 


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


 


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


 


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ARTICLE
11.



DISCHARGE OF INDENTURE


 


Section 11.1.          Termination
of ARG’s Obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 11.2.          Application
of Trust Money.


 


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


 


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


 


Section 11.3.          Repayment
to ARG.


 


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


 


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


 


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


 


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ARTICLE
12.



AMENDMENTS


 


Section 12.1.          Without
Consent of the Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 12.2.          With
Consent of the Noteholders.


 


Except as provided in Sections
9.4 and 12.1:


 


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


 


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


 


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


 


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


 


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


 


(f)            Notwithstanding the foregoing:


 


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


 


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


 


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


 


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


 


Section 12.3.          Supplements.


 


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


 


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Section 12.4.          Revocation
and Effect of Consents.


 


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


 


Section 12.5.          Notation
on or Exchange of Notes.


 


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


 


Section 12.6.          The
Trustee to Sign Amendments, etc.


 


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


 


ARTICLE
13.



MISCELLANEOUS


 


Section 13.1.          Notices.


 


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


 


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If to ARG:


 


ARG Funding Corp.

6929 North Lakewood Avenue 

Suite 100, Mod 1.2 202

Tulsa, Oklahoma 74117


 


Attn:  David J. Mryglot 

Phone:  (918) 401-6471

Fax:  (918) 401-6012


 


If to the Trustee:


 


The Bank of New York

101 Barclay Street, Floor 8 West

New York, NY 10286


 


Attn:  Corporate Trust Administration – Asset Backed

Securities Unit


Phone:  (212) 815-4389

Fax:  (212) 815-2493


 


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


 


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


 


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


 


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


 


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


 


85

















 


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


 


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


 


Section 13.2.          Communication
by Noteholders With Other Noteholders.


 


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


 


Section 13.3.          Certificate
and Opinion as to Conditions Precedent.


 


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


 


Section 13.4.          Statements
Required in Certificate.


 


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


 


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


 


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


 


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


 


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


 


Section 13.5.          Rules
by the Trustee.


 


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


 


Section 13.6.          No
Recourse Against Others.


 


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


 


Section 13.7.          Duplicate
Originals.


 


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


 


Section 13.8.          Benefits
of Indenture.


 


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


 


Section 13.9.          Payment
on Business Day.


 


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


 


Section 13.10.        Governing
Law.


 


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


 


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Section 13.11.        Successors.


 


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


 


Section 13.12.        Severability.


 


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


 


Section 13.13.        Counterpart
Originals.


 


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


 


Section 13.14.        Table
of Contents, Headings, etc.


 


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


 


Section 13.15.        Termination;
Collateral.


 


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


 


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


 


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


 


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


 


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


 


Section 13.17.        No
Recourse.


 


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


 


89

















 


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


 


Section 13.18.        Waiver
of Set-Off.


 


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


 


Section 13.19.        Certain
Reports to the Trustee.


 


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


 


Section 13.20.        Disposition
Agent Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  ARG FUNDING CORP.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jill A
  Gordon

  
	
   

  	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/John Bobko

  
	
   

  	
   

  	
  Name: John Bobko

  
	
   

  	
   

  	
  Title: Vice President