Exhibit 4.6


 


EXECUTION
COPY


 


ARG Funding Corp.,


 


as Issuer


 


and


 


The Bank of New York,


 


as Trustee


 


 


SECOND AMENDED AND RESTATED SERIES 2005-1
SUPPLEMENT


 


dated as of April 13, 2006


 


to


 


FOURTH AMENDED AND RESTATED BASE
INDENTURE


 


dated as of April 13, 2006


 


Variable Funding Rental Car Asset
Backed Notes


 


$250,000,000
Series 2005-1 4.02% Rental Car Asset Backed Notes, Class A-1

$1,000,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class
A-2

$350,000,000 Series 2005-1 4.29% Rental Car Asset Backed Notes, Class A-3

$200,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class
A-4


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  INITIAL ISSUANCE AND
  INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF SERIES 2004-4 NOTES

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Initial Issuance;
  Procedure for Increasing the Series 2004-4 Invested Amount

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 2.2

  	
  Procedure for Decreasing
  the Series 2004-4 Invested Amount

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SERIES 2004-4
  ALLOCATIONS

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Establishment and
  Administration of Series 2004-4 Collection Account, Series 2004-4
  Accrued Interest Account and Series 2004-4 Excess Collection Account

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 3.2

  	
  Allocations with Respect
  to the Series 2004-4 Notes

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 3.3

  	
  Distribution Dates

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 3.4

  	
  Payment of Note Interest;
  Surety Provider Fee and Surety Provider Reimbursement Amounts

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 3.5

  	
  Payment of Note Principal

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 3.6

  	
  Payment by Wire Transfer

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 3.7

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

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 3.8

  	
  Series 2004-4 Reserve
  Account

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 3.9

  	
  Series 2004-4 Letter
  of Credit and Series 2004-4 Cash Collateral Account

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 3.10

  	
  The Series 2004-4
  Demand Note and Series 2004-4 Interest Rate Cap

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 3.11

  	
  Series 2004-4
  Distribution Account

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 3.12

  	
  Appointment of Enhancement
  Agent

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AMORTIZATION EVENTS

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Amortization Events

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  [RESERVED]

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  FORM OF
  SERIES 2004-4 NOTES

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  TERMINATION OF
  SERIES SUPPLEMENT

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Termination of
  Series Supplement

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  GENERAL

  	
  59

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Optional Repurchase of
  Series 2004-4 Notes

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 8.2

  	
  Information

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 8.3

  	
  Series 2004-4 Demand
  Note

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 8.4

  	
  Disposition Agent
  Agreement

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 8.5

  	
  Agreements Relating to LKE
  Program.

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 8.6

  	
  Exhibits

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 8.7

  	
  Ratification of Base
  Indenture

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 8.8

  	
  Notice to Surety Provider
  and Rating Agencies

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 8.9

  	
  Surety Provider Deemed
  Noteholder and Secured Party

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 8.10

  	
  Third Party Beneficiary

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 8.11

  	
  Prior Notice by Trustee to
  Surety Provider

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 8.12

  	
  Subrogation

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 8.13

  	
  Counterparts

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 8.14

  	
  Governing Law

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 8.15

  	
  Amendments

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 8.16

  	
  Security Interest Opinion

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 8.17

  	
  Effectiveness of Amendment
  and Restatement

  	
  66

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A:

  	
  Form of Variable
  Funding Rental Car Asset Backed Note

  	
   

  
	
  Exhibit B-1:

  	
  Series 2004-4
  Eligible Non-Program Manufacturers

  	
   

  
	
  Exhibit B-2:

  	
  Series 2004-4
  Eligible Program Manufacturers

  	
   

  
	
  Exhibit C:

  	
  Form of Series 2004-4
  Letter of Credit

  	
   

  
	
  Exhibit D:

  	
  Form of Lease Payment
  Deficit Notice

  	
   

  
	
  Exhibit E:

  	
  Form of Monthly
  Noteholders’ Statements

  	
   

  
	
  Exhibit F:

  	
  Form of Demand Note

  	
   

  
	
  Exhibit G:

  	
  Form of Estimated
  Interest Adjustment Notice

  	
   

  
				



 


ii

















 


SECOND
AMENDED AND RESTATED SERIES 2004-4 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, in such capacity, the “Trustee”), and as
enhancement agent (in such capacity, the “Enhancement Agent”), to the
Fourth Amended and Restated Base Indenture, dated as of April 13, 2006,
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 Amended and Restated Series 2004-4
Supplement, dated as of March 4, 2005 (as amended to date, the “Existing
Series 2004-4 Supplement”);


 


WHEREAS,
Section 8.15 of the Existing Series 2004-4 Supplement permits
the Existing Series 2004-4 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 (such terms and other capitalized terms used but not
defined herein shall have the meaning specified in Schedule 1 to the Base
Indenture) to enter into one or more indentures supplemental to the Existing
Series 2004-4 Supplement;


 


WHEREAS,
the parties hereto desire to amend and restate the Existing Series 2004-4
Supplement in its entirety.


 


NOW,
THEREFORE, the parties hereto agree that the Existing Series 2004-4
Supplement shall be and hereby is amended and restated in its entirety to read
as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base
Indenture and this Series Supplement and such Series of Notes shall
be designated generally as “Variable Funding Rental Car Asset Backed Notes,
Series 2004-4” and are referred to herein as the “Series 2004-4
Notes”.


 


The
net proceeds from the sale of the Series 2004-4 Notes shall be deposited
in the Collection Account and used to fund increases in the principal amounts
of the Leasing Company Notes to the extent that the Leasing Companies have
requested funding thereunder and to make payments in reduction of the Invested
Amount of other Series of Group I Notes.


 

















 


The
Series 2004-4 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 2004-4 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 2004-4 Notes do not have
any rights in any collateral granted to the Trustee other than the
Series 2004-4 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) and the Series 2004-4 Note Purchase
Agreement; provided, however, that to the extent, if any, that a
capitalized term used but not defined herein has a meaning assigned to such
term in both the Definitions List attached to the Base Indenture as
Schedule I thereto and the Series 2004-4 Note Purchase Agreement then
the meaning given to such term in the Definitions List attached to the Base
Indenture as Schedule I shall apply. 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 2004-4 Notes and not to any other
Series of Notes issued by ARG. All references herein to the “Series 2004-4
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 2004-4 Adjusted
Invested Amount” definition shall be used in lieu of the “Series 2004-4 Invested
Amount” definition.


 


(b)                                 The following words and phrases shall have
the following meanings with respect to the Series 2004-4 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
Distribution Date” has the meaning specified in Section 3.3(h) of
this Series Supplement.


 


“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 2004-4 Collection Account and available for reduction of the Series
2004-4 Invested Amount and (2) the amount of cash and


 


2

















 


Permitted Investments on
deposit in the Series 2004-4 Excess Collection Account, in each case on
such day.


 


“Advances”
with respect to the Series 2004-4 Notes, has the meaning specified in
paragraph 2 of the recitals of the Series 2004-4 Note Purchase Agreement.


 


“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.


 


“Base
Rate Tranche” means that portion of the Series 2004-4 Invested Amount
purchased or maintained with Advances which bear interest by reference to the
Base Rate.


 


“Certificate
of Lease Deficit Demand” means a certificate in the form of Annex A
to a Series 2004-4 Letter of Credit.


 


“Certificate
of Termination Date Demand” means a certificate in the form of Annex
D to a Series 2004-4 Letter of Credit.


 


“Certificate
of Termination Demand” means a certificate in the form of Annex C
to a Series 2004-4 Letter of Credit.


 


“Certificate
of Unpaid Demand Note Demand” means a certificate in the form of Annex
B to a Series 2004-4 Letter of Credit.


 


“CP
Tranche” means that portion of the Series 2004-4 Invested Amount
purchased or maintained with Advances which bear interest by reference to the
CP Rate.


 


“Decrease”
means a Mandatory Decrease or a Voluntary Decrease, as applicable.


 


“Disposition
Agent Unpaid Fee Amount” has the meaning set forth in Section 3.8(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 2004-4 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.


 


“Enhancement
Agent” means The Bank of New York, or its permitted successors and assigns
under Section 3.12 hereof.


 


“Estimated
Interest” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


3

















 


“Estimated
Interest Adjustment Notice” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


“Estimated
Interest Period” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


“Eurodollar
Tranche” means that portion of the Series 2004-4 Invested Amount
purchased or maintained with Advances which bear interest by reference to the
Eurodollar Rate.


 


“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 2004-4 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 2004-4 Non-Program Vehicle (including, for
the avoidance of doubt, any Series 2004-4 Non-Program Vehicle that was a Series
2004-4 Program Vehicle but was redesignated as a Series 2004-4 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 2004-4 Non-Program Vehicle is designated as a Series 2004-4
Non-Program Vehicle, but excluding Series 2004-4 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 2004-4 Non-Program Vehicle (including,
for the avoidance of doubt, any Series 2004-4 Non-Program Vehicle that was a
Series 2004-4 Program Vehicle but was redesignated as a Series 2004-4
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


 


4

















 


so long as such Series 2004-4 Non-Program Vehicle is designated as a
Series 2004-4 Non-Program Vehicle, but excluding Series 2004-4 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 2004-4 Program Vehicle that was
redesignated as a Series 2004-4 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 2004-4 Non-Program Vehicle when such Series 2004-4
Non-Program Vehicle was redesignated in accordance with the provisions of the
applicable Lease.


 


“Final
Distribution Date” means October 20, 2008.


 


“GM Freeze Vehicle Amount”
means, as of any date of determination (x) 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 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 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) 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 (2) which is at least 31 days after the


 


5

















 


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.


 


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


 


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


 


“Insurance
Agreement” means the Insurance Agreement, dated as June 30, 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 Distribution Date, the excess,
if any, of (i) the Series 2004-4 Outstanding Principal Amount measured as of
such Distribution Date over (ii) the sum on such Distribution Date of (A) the
Series 2004-4 Aggregate Asset Amount, (B) the amount of cash and Permitted
Investments on deposit in the Series 2004-4 Excess Collection Account, (C) the
Series 2004-4 Available Reserve Account Amount, (D) the Series 2004-4 Letter of
Credit Amount and (E) the amount on deposit in the Series 2004-4 Distribution
Account and allocated to effect a redemption of the Series 2004-4 Notes.


 


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


 


“Lease
Deficit Disbursement” means an amount drawn under a Series 2004-4
Letter of Credit pursuant to a Certificate of Lease Deficit Demand.


 


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


 


“Mandatory
Decrease” has the meaning specified in Section 2.2(a) of
this Series Supplement.


 


“Mazda”
means Mazda Motor of America, Inc., a California corporation, and its
successors.


 


“MCA
Unpaid Fee Amount” has the meaning specified in Section 3.8(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


 


6

















 


salvage sales): (a) the
greater of (x) the number of Series 2004-4 Non-Program Vehicles
(including, for the avoidance of doubt, any Series 2004-4 Non-Program Vehicle
that was a Series 2004-4 Program Vehicle but was redesignated as a
Series 2004-4 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 2004-4 Non-Program Vehicle is
designated as a Series 2004-4 Non-Program Vehicle, and excluding
Series 2004-4 Ineligible Program Vehicles) that constitute one twelfth of
the number of the Series 2004-4 Non-Program Vehicles (including, for the
avoidance of doubt, any Series 2004-4 Non-Program Vehicle that was a
Series 2004-4 Program Vehicle but was redesignated as a Series 2004-4
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 2004-4 Non-Program Vehicle is designated as a
Series 2004-4 Non-Program Vehicle, and excluding Series 2004-4
Ineligible Program Vehicles) as of the last day of such calendar month or
consecutive calendar months and (y) 500, and (b) 2,000 Series 2004-4
Non-Program Vehicles (including, for the avoidance of doubt, any
Series 2004-4 Non-Program Vehicle that was a Series 2004-4 Program
Vehicle but was redesignated as a Series 2004-4 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 2004-4 Non-Program Vehicle is designated as a Series 2004-4
Non-Program Vehicle, and excluding Series 2004-4 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.


 


“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 2004-4 Non-Program Vehicles (including,
for the avoidance of doubt, any Series 2004-4 Non-Program Vehicle that was
a Series 2004-4 Program Vehicle but was redesignated as a
Series 2004-4 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 2004-4 Non-Program Vehicle is
designated as a Series 2004-4 Non-Program Vehicle, and excluding
Series 2004-4 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 Net Book Value of such Series 2004-4 Non-Program Vehicles
(including, for the avoidance of doubt, any Series 2004-4 Non-Program
Vehicle that was a Series 2004-4 Program Vehicle but was redesignated as a
Series 2004-4 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 2004-4 Non-Program Vehicle is
designated as a Series 2004-4 Non-Program Vehicle, and excluding
Series 2004-4 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


 


7

















 


as of the dates of their respective sales and (b) 100%; provided,
that for purposes of determining the Net Book Value of any Series 2004-4
Program Vehicle that was redesignated as a Series 2004-4 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 2004-4 Non-Program Vehicle when such Series 2004-4
Non-Program Vehicle was redesignated in accordance with the provisions of the
applicable Lease.


 


“Mitsubishi”
means Mitsubishi Motors Corp.


 


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


 


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


 


“Moody’s
Qualified Interest Rate Cap Provider” shall mean (i) at the time of
entering into the related Series 2004-4 Interest Rate Cap, a bank or other
financial institution having a short-term senior unsecured debt rating of at
least “P-1” from Moody’s and having a long-term senior unsecured debt rating of
at least “A1” from Moody’s and (ii) at any other time, (A) a bank or
other financial institution having a short-term unsecured senior debt rating of
at least “P-1” from Moody’s and having a long-term unsecured senior debt rating
of at least “A1” from Moody’s or (B) with satisfaction of the
Series 2004-4 Rating Agency Confirmation Condition, a counterparty rating
of “Aaa” from Moody’s, who has provided collateral for its obligations under
the related Series 2004-4 Interest Rate Cap which will be sufficient to
restore the immediately prior ratings of the Series 2004-4 Notes.


 


 “Outstanding” means with respect to the
Series 2004-4 Notes, all Series 2004-4 Notes theretofore
authenticated and delivered under the Indenture, except
(a) Series 2004-4 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 2004-4 Notes which have not
been presented for payment but funds for the payment of which are on deposit in
the Series 2004-4 Distribution Account and are available for payment of
such Series 2004-4 Notes, and Series 2004-4 Notes which are
considered paid pursuant to Section 8.1 of the Base Indenture, or
(c) Series 2004-4 Notes in exchange for or in lieu of other
Series 2004-4 Notes which have been authenticated and delivered pursuant
to the Indenture unless proof satisfactory to the Trustee is presented that any
such Series 2004-4 Notes are held by a purchaser for value.


 


“Past
Due Rent Payment” has the meaning specified in Section 3.2(d) of
this Series Supplement.


 


“Preference
Amount” means the “Avoided Payment” as defined in the Surety Bond.


 


8

















 


“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 2004-4
Demand Note included in the Series 2004-4 Demand Note Payment Amount as of
the Series 2004-4 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 2004-4 Demand Note
Payment Amount as of the date of the conclusion or dismissal of such
proceedings.


 


“Principal
Deficit Amount” means, with respect to any Distribution Date, the excess,
if any, of (i) the Series 2004-4 Adjusted Invested Amount on such
Distribution Date, over (ii) the Series 2004-4 Aggregate Asset Amount
on such Distribution Date; provided, however, the Principal
Deficit Amount on any date that is prior to the Final Distribution Date with
respect to the Series 2004-4 Notes 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 2004-4 Adjusted Invested Amount on such
date over (y) the sum of (1) the Series 2004-4 Aggregate Asset Amount
on such date and (2) the lesser of (a) the Series 2004-4
Liquidity Amount on such date and (b) the Series 2004-4 Required
Liquidity Amount on such date.


 


“Pro
Rata Share” means, with respect to any Series 2004-4 Letter of Credit
Provider as of any date, the fraction (expressed as a percentage) obtained by
dividing (A) the available amount under such Series 2004-4 Letter of
Credit Provider’s Series 2004-4 Letter of Credit as of such date by
(B) an amount equal to the aggregate available amount under all
Series 2004-4 Letters of Credit, as of such date; provided, that
only for purposes of calculating the Pro Rata Share with respect to any
Series 2004-4 Letter of Credit Provider as of any date, if such
Series 2004-4 Letter of Credit Provider has not complied with its
obligation to pay the Trustee the amount of any draw under its
Series 2004-4 Letter of Credit made prior to such date, the available
amount under such Series 2004-4 Letter of Credit Provider’s
Series 2004-4 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 2004-4 Letter of Credit Provider has paid such amount
to the Trustee and has been reimbursed by any of the Lessees for such amount (provided
that the


 


9

















 


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 2004-4 Letter of Credit).


 


“Qualified
Interest Rate Cap Provider” means a counterparty to a Series 2004-4
Interest Rate Cap which is (i) a Standard & Poor’s Qualified
Interest Rate Cap Provider and (ii) a Moody’s Qualified Interest Rate Cap
Provider.


 


 “Rating Agencies” means, with respect
to the Series 2004-4 Notes, Standard & Poor’s, Moody’s and any
other nationally recognized rating agency rating the Series 2004-4 Notes
at the request of ARG.


 


“Record
Date” means, with respect to any Distribution Date, the last day of the
Related Month.


 


“Required
Noteholders” means, with respect to the Series 2004-4 Notes subject to
Section 8.9 of this Series Supplement, and on any date of
determination, means the 2004-4 Noteholders holding more than 50% of the
Series 2004-4 Invested Amount (excluding any Series 2004-4 Notes held
by ARG or any Affiliate of ARG).


 


“Required
Series 2004-4 Enhancement Providers” means Series 2004-4 Letter
of Credit Providers holding commitments in an amount aggregating more than 50%
of the total commitments represented by the Series 2004-4 Letters of
Credit.


 


“Series 2004-4
Accounts” has the meaning specified in Section 3.7 of this
Series Supplement


 


“Series 2004-4
Accrued Amounts” means, on any date of determination, the sum of
(i) the Series 2004-4 Periodic Interest 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) and (iv) the Series 2004-4 Carrying Charges
(other than Series 2004-4 Carrying Charges due to the Series 2004-4
Noteholders).


 


“Series 2004-4
Accrued Interest Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 2004-4
Additional Account Collateral” has the meaning specified in Section 3.1(g) of
this Series Supplement.


 


“Series 2004-4
Adjusted Daily Interest Amount” means, for any day in a Series 2004-4
Interest Period, an amount equal to the result of (a) the product of
(i) the Series 2004-4 Note Rate for such Series 2004-4 Interest
Period and (ii) the Series 2004-4 Outstanding Principal Amount as of
the close of business on such date divided by (b) 360.


 


“Series 2004-4
Adjusted Invested Amount” means, as of any date of determination, the
excess, if any, of (A) the Series 2004-4 Invested Amount as of such


 


10

















 


date over (B) the sum of (1) the amount of cash and Permitted
Investments on deposit in the Series 2004-4 Excess Collection Account and (2)
the amount of cash and Permitted Investments on deposit in the Series 2004-4
Collection Account and available for reduction of the Series 2004-4 Invested
Amount, in each case, as of such date.


 


“Series 2004-4
Adjusted Periodic Interest” means, with respect to any Distribution Date,
the sum of (i) the Series 2004-4 Adjusted Daily Interest Amount for
each day in the related Series 2004-4 Interest Period, plus
(ii) all previously due and unpaid amounts described in clause
(i) with respect to prior Series 2004-4 Interest Periods
(together with interest on such unpaid amounts required to be paid in this clause
(ii) at the Series 2004-4 Note Rate), minus (iii) the
amount of any interest payments made to the Series 2004-4 Noteholders
during such Series 2004-4 Interest Period pursuant to Section 3.3(h) of
this Series Supplement.


 


“Series 2004-4
Aggregate Asset Amount” means, as of any date of determination, the product
of (a) the Series 2004-4 Invested Percentage (with respect to
principal) as of such date and (b) the Aggregate Asset Amount as of such
date.


 


“Series 2004-4
Aggregate Asset Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
Series 2004-4 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 2004-4
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 2004-4 Program Vehicles and Series 2004-4 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


 


11

















 


such Eligible Vehicles as of such date, (iv) with regard to Eligible
Vehicles that were Series 2004-4 Program Vehicles or Series 2004-4 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 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 2004-4 Program Vehicles or Series 2004-4 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 2004-4
Amortization Event” has the meaning specified in Article IV of
this Series Supplement.


 


“Series 2004-4
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) or
(q) 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) or (q) of Article IV of this
Series Supplement shall not constitute a Series 2004-4 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 the Required Noteholders, waiving the
occurrence of such Series 2004-4 ARG Liquidation Event.


 


“Series 2004-4
Available Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2004-4 Cash Collateral
Account as of such date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date).


 


“Series 2004-4
Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Series 2004-4 Reserve Account as of such date
(after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date).


 


“Series 2004-4
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 2004-4


 


12

















 


Bankrupt Manufacturer when
it has satisfied the Series 2004-4 Confirmation Condition with respect to
such Event of Bankruptcy.


 


“Series 2004-4
Carrying Charges” means, on any date of determination, the product of
(i) the Carrying Charges payable on such date and (ii) the
Series 2004-4 Percentage as of the immediately preceding Distribution
Date.


 


“Series 2004-4
Cash Collateral Account” has the meaning specified in Section 3.9(f) of
this Series Supplement.


 


“Series 2004-4
Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a) of
this Series Supplement.


 


“Series 2004-4
Cash Collateral Account Surplus” means, with respect to any Distribution
Date, the lesser of (a) the Series 2004-4 Available Cash Collateral
Account Amount and (b) the lesser of (A) the excess, if any, of the
Series 2004-4 Liquidity Amount over the Series 2004-4 Required
Liquidity Amount on such Distribution Date (after giving effect to any
withdrawal from the Series 2004-4 Reserve Account on such Distribution
Date) and (B) the excess, if any, of the Series 2004-4 Enhancement
Amount over the Series 2004-4 Required Enhancement Amount on such
Distribution Date (after giving effect to any withdrawal from the
Series 2004-4 Reserve Account on such Distribution Date); provided,
however, that, on any date after the Series 2004-4 Letter of Credit
Termination Date, the Series 2004-4 Cash Collateral Account Surplus shall
mean the excess, if any, of (x) the Series 2004-4 Available Cash
Collateral Account Amount over (y) the Series 2004-4 Demand Note Payment
Amount minus the Pre-Preference Period Demand Note Payments as of such date.


 


“Series 2004-4
Cash Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
Series 2004-4 Available Cash Collateral Account Amount as of such date and
the denominator of which is the Series 2004-4 Letter of Credit Liquidity
Amount as of such date.


 


“Series 2004-4
Closing Date” means June 30, 2004.


 


“Series 2004-4
Collateral” means the Collateral, each Series 2004-4 Letter of Credit,
the Series 2004-4 Demand Note/Interest Rate Cap Collateral, the
Series 2004-4 Excess Collection Account Collateral, the Series 2004-4
Additional Account Collateral, the Series 2004-4 Cash Collateral Account
Collateral, the Series 2004-4 Distribution Account Collateral and the
Series 2004-4 Reserve Account Collateral.


 


“Series 2004-4
Collection Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 2004-4
Confirmation Condition” with respect to any Series 2004-4 Bankrupt
Manufacturer means a condition that is satisfied when the bankruptcy court


 


13

















 


having jurisdiction over the
Series 2004-4 Bankrupt Manufacturer issues an order, for so long as that
order remains in effect, approving: (i) the assumption of the
Series 2004-4 Bankrupt Manufacturer’s Manufacturer Program (and the
related Assignment Agreements) by the Series 2004-4 Bankrupt Manufacturer
or the trustee in bankruptcy of the Series 2004-4 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 2004-4
Bankrupt Manufacturer under the Manufacturer Program have been paid and all
other defaults by the Series 2004-4 Bankrupt Manufacturer under the
Manufacturer Program have been cured or (ii) the execution, delivery and
performance by the Series 2004-4 Bankrupt Manufacturer of a new
post-petition Series 2004-4 Eligible Manufacturer Program (and the related
Assignment Agreements) on the same terms and covering the same Vehicles as the
Series 2004-4 Bankrupt Manufacturer’s Manufacturer Program (and the
related Assignment Agreements) in effect on the date the Series 2004-4
Bankrupt Manufacturer suffered an event of bankruptcy, provided that at the
time of the execution and delivery of the new post-petition Series 2004-4 Eligible
Manufacturer Program, all amounts due and payable by the Series 2004-4
Bankrupt Manufacturer under the previous Series 2004-4 Eligible
Manufacturer Program have been paid and all other defaults by the
Series 2004-4 Bankrupt Manufacturer under the previous Series 2004-4
Eligible Manufacturer Program have been cured.


 


“Series 2004-4
Commercial Paper” means the promissory notes of each Series 2004-4
Noteholder issued by such Series 2004-4 Noteholder in the commercial paper
market to fund Advances in respect of the Series 2004-4 Note.


 


“Series 2004-4
Controlled Amortization Period” means, the period beginning on the
Series 2004-4 Termination Date and ending on October 20, 2007.


 


“Series 2004-4
Daily Interest Amount” means, for any day in a Series 2004-4 Interest
Period, an amount equal to the result of (a) the product of (i) the
Series 2004-4 Note Rate for such Series 2004-4 Interest Period and
(ii) the Series 2004-4 Invested Amount as of the close of business on
such date divided by (b) 360; provided, further, that the
aggregate principal amount of any Series 2004-4 Notes that have been
redeemed with the proceeds of a draw on the Surety Bond shall be deemed to
accrue interest at the Late Payment Rate (as defined in the Insurance
Agreement).


 


“Series 2004-4
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 2004-4
Defaulted Manufacturer solely as a result of being a Series 2004-4
Bankrupt Manufacturer shall cease to constitute a Series 2004-4 Defaulted
Manufacturer when it has satisfied the Series 2004-4 Confirmation
Condition.


 


“Series 2004-4
Defaulted Manufacturer Vehicle Amount” means, as of any date of determination,
with respect to each Series 2004-4 Defaulted Manufacturer as of such date,
and solely for so long as such Manufacturer is a Series 2004-4 Defaulted
Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of
the


 


14

















 


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 2004-4
Program Vehicles and Series 2004-4 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by such Series 2004-4
Defaulted Manufacturer and not turned in to such Series 2004-4 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 2004-4 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
2004-4 Defaulted Manufacturer and turned in to such Series 2004-4 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 2004-4 Defaulted Manufacturer under
and accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2004-4 Program Vehicles (as of the applicable
disposition date) that were manufactured by such Series 2004-4 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 2004-4 Program
Vehicles or Series 2004-4 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by such Series 2004-4
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 2004-4
Program Vehicles or Series 2004-4 Non-Program Vehicles (as of the applicable
disposition date), in each case that were manufactured by such Series 2004-4
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 2004-4
Deficiency Amount” has the meaning specified in Section 3.3(f) of
this Series Supplement.


 


“Series 2004-4
Demand Note” means the demand note made by Vanguard to ARG in the aggregate
principal amount of $1,750,000, substantially in the form of Exhibit E
to this Series Supplement, as amended, modified or restated from time to
time.


 


15

















 


“Series 2004-4
Demand Note/Interest Rate Cap Collateral” has the meaning specified in Section 3.10(a) of
this Series Supplement.


 


“Series 2004-4
Demand Note Payment Amount” means, as of the Series 2004-4 Letter of
Credit Termination Date, the aggregate amount of all proceeds of demands made
on the Series 2004-4 Demand Note pursuant to Section 3.5(b) or
(c) of this Series Supplement that were deposited into the
Series 2004-4 Distribution Account and paid to the Series 2004-4
Noteholders during the one year period ending on the Series 2004-4 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 2004-4 Demand Note
Payment Amount as of the Series 2004-4 Letter of Credit Termination Date
shall equal the Series 2004-4 Demand Note Payment Amount as if it were
calculated as of the date of such occurrence.


 


“Series 2004-4
Deposit Date” has the meaning specified in Section 3.2 of this
Series Supplement.


 


“Series 2004-4
Distribution Account” has the meaning specified in Section 3.11(a) of
this Series Supplement.


 


“Series 2004-4
Distribution Account Collateral” has the meaning specified in Section 3.11(d) of
this Series Supplement.


 


“Series 2004-4
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 2004-4 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 2004-4 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 2004-4
Eligible Manufacturer Program” means, at any time, a Manufacturer Program
that is in full force and effect with a Series 2004-4 Eligible Program
Manufacturer; provided that with respect to a Series 2004-4
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 2004-4 Eligible Program Manufacturer, prior to the Manufacturer
Program of such Series 2004-4 Eligible Program Manufacturer constituting a
“Series 2004-4 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


 


16

















 


new Manufacturer Program
(including a new model year Manufacturer Program of a Series 2004-4
Eligible Program Manufacturer and a Manufacturer Program of a new Manufacturer)
that is proposed for consideration after the date hereof as a
Series 2004-4 Eligible Manufacturer Program, prior to such new
Manufacturer Program constituting a “Series 2004-4 Eligible Manufacturer
Program” hereunder, ARG shall have satisfied the Series 2004-4 Rating
Agency Confirmation and Consent Condition with respect to such
Series 2004-4 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 2004-4 Rating Agency
Confirmation and Consent Condition with respect to such change
prior to such Manufacturer Program, as changed, constituting a
“Series 2004-4 Eligible Manufacturer Program.”


 


“Series 2004-4
Eligible Non-Program Manufacturer” means (a) each Manufacturer listed
on Exhibit B-1 to this Series Supplement (and with respect to
each Specified BBB-/Baa3 Manufacturer to the extent that each such Specified
BBB-/Baa3 Manufacturer is rated at least BBB- by Standard and Poor’s and at
least Baa3 by Moody’s) and (b) any other Manufacturer with respect to
which ARG has satisfied the Series 2004-4 Rating Agency Confirmation and
Consent Condition


 


“Series 2004-4
Eligible Program Manufacturer” means (a) any of (i) a
Manufacturer who is listed on Exhibit B-2 to this
Series Supplement; provided that (w) Hyundai shall be excluded from
the definition of Series 2004-4 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 2004-4 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 2004-4
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 2004-4 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 Volkswagen 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


 


17

















 


Manufacturer is a party is
proposed for consideration as a Series 2004-4 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 2004-4
Rating Agency Confirmation and Consent Condition, (b) who has a
Manufacturer Program and (c) who has not experienced a Manufacturer Event
of Default that is continuing.


 


“Series 2004-4
Enhancement Amount”  means, as of any date of determination, the
sum of (i) the Series 2004-4 Overcollateralization Amount,
(ii) the Series 2004-4 Letter of Credit Amount and (iii) the
Series 2004-4 Available Reserve Account Amount, in each case as of such
date.


 


“Series 2004-4
Enhancement Deficiency” means, as of any date of determination, the amount
by which the Series 2004-4 Enhancement Amount is less than the
Series 2004-4 Required Enhancement Amount, in each case as of such date.


 


“Series 2004-4
Excess Collection Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 2004-4
Excess Collection Account Collateral” has the meaning specified in Section 3.1(f) of
this Series Supplement.


 


“Series 2004-4
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 2004-4 Program Vehicles and Series 2004-4
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 2004-4 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 2004-4 Program
Vehicles or Series 2004-4


 


18

















 


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 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 2004-4 Program Vehicles or Series 2004-4 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 2004-4
Hedged Amount” means, as of each day of each calendar month, the lesser of
(a) the Series 2004-4 Adjusted Invested Amount and (b) the
aggregate notional amount of all Series 2004-4 Interest Rate Caps in
effect on such date that have (i) a term that extends at least 12 months
beyond such date, (ii) a strike rate that is not greater than 4.80% and
(iii) a Qualified Interest Rate Cap Provider as a counterparty.


 


 “Series 2004-4 Hedging Enhancement
Adjustment Amount” means, as of any date of determination, the sum of
(i) the product of (A) the Series 2004-4 Hedged Amount as of
such date, (B) the Series 2004-4 Program Vehicle Percentage as of
such date and (C) 2.25% or if a lesser percentage is provided by Moody’s
pursuant to Section 3.10(e), such lesser percentage, (ii) the product
of (A) the Series 2004-4 Hedged Amount as of such date, (B) the
Series 2004-4 Non-Program Vehicle Percentage as of such date and
(C) 3% or if a lesser percentage is provided by Moody’s pursuant to
Section 3.10(e), such lesser percentage, and (iii) the product of
(A) the Series 2004-4 Hedged Amount as of such date, (B) the GM
Freeze Vehicle Percentage as of such date and (C) 1% or if a lesser
percentage is provided by Moody’s pursuant to Section 3.10(e), such lesser
percentage.


 


“Series 2004-4
Hedging Liquidity Adjustment Amount” means, as of any date of determination,
the product of (A) the Series 2004-4 Hedged Amount as of such date
and (B) 2.00% or if a lesser percentage is provided by Moody’s pursuant to
Section 3.10(e), such lesser percentage.


 


 “Series 2004-4 Ineligible Program
Vehicle” means an Eligible Vehicle that is a Program Vehicle but that is
not subject to a Series 2004-4 Eligible Manufacturer Program.


 


“Series 2004-4
Initial Invested Amount” means the aggregate initial principal amount of
the Series 2004-4 Notes, which is $0.


 


19

















 


“Series 2004-4
Interest Period” means a period commencing on and including a Distribution
Date and ending on and including the day preceding the next succeeding
Distribution Date; provided, however, that the initial
Series 2004-4 Interest Period shall commence on and include July 1,
2004 and end on and include the day preceding the initial Distribution Date.


 


“Series 2004-4
Interest Rate Cap” means each rate cap transaction agreement, if any,
entered into by ARG with a Series 2004-4 Interest Rate Cap Provider,
subject to satisfaction of the Series 2004-4 Rating Agency Confirmation
Condition and subject to the prior written consent of the Surety Provider, such
consent not to be unreasonably withheld. All expenses incurred by ARG in
connection with entering into a Series 2004-4 Interest Rate Cap will be
considered Carrying Charges and paid solely from Interest Collections available
pursuant to Section 3.3(g) of this Series Supplement.


 


“Series 2004-4
Interest Rate Cap Proceeds” means all amounts received by the Trustee from
each Series 2004-4 Interest Rate Cap Provider from time to time under its
Series 2004-4 Interest Rate Cap (including amounts received from a
guarantor or from collateral securing the obligations of such Series 2004-4
Interest Rate Cap Provider under its Series 2004-4 Interest Rate Cap).


 


“Series 2004-4
Interest Rate Cap Provider” means ARG’s counterparty to a
Series 2004-4 Interest Rate Cap.


 


“Series 2004-4
Invested Amount” means, when used with respect to any date, an amount equal
to (a) the Series 2004-4 Outstanding Principal Amount plus
(b) the sum of (i) the aggregate principal amount of any
Series 2004-4 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
Series 2004-4 Notes the redemption of which shall have been rescinded for
any reason.


 


“Series 2004-4
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 2004-4
Required Aggregate Asset Amount, determined during the Series 2004-4
Revolving Period as of the open of business on such date of determination, or,
during the Series 2004-4 Rapid Amortization Period and the
Series 2004-4 Controlled Amortization Period, as of the end of the
Series 2004-4 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


 


20

















 


numerator
of which is the Series 2004-4 Accrued Amounts on such date of
determination, and the denominator of which is the aggregate Accrued Amounts
with respect to all Series of Group I Notes on such date of determination.


 


“Series 2004-4 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 2004-4
Program Vehicles and Series 2004-4 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 2004-4 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 2004-4 Program Vehicles or Series 2004-4 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 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 2004-4 Program Vehicles or
Series 2004-4 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 2004-4
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 2.2 of this
Series Supplement would have been allocated to the Series 2004-4
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


 


21

















 


over (b) the aggregate
amount of Interest Collections which pursuant to Section 2.2 of
this Series Supplement have been allocated to the Series 2004-4
Accrued Interest Account from and excluding the immediately preceding
Distribution Date to and including such Distribution Date.


 


“Series 2004-4
Lease Payment Deficit” means either a Series 2004-4 Lease Interest
Payment Deficit or a Series 2004-4 Lease Principal Payment Deficit.


 


“Series 2004-4
Lease Principal Payment Carryover Deficit” means (a) for the initial
Distribution Date, zero and (b) for any other Distribution Date, the
excess, if any, of (x) the Series 2004-4 Lease Principal Payment Deficit,
if any, on the preceding Distribution Date over (y) the amount deposited in the
Series 2004-4 Distribution Account on such preceding Distribution Date on
account of such Series 2004-4 Lease Principal Payment Deficit.


 


“Series 2004-4
Lease Principal Payment Deficit” means on any Distribution Date the sum of
(a) the Series 2004-4 Monthly Lease Principal Payment Deficit for
such Distribution Date and (b) the Series 2004-4 Lease Principal
Payment Carryover Deficit for such Distribution Date.


 


“Series 2004-4
Letter of Credit” means an irrevocable letter of credit, if any,
substantially in the form of Exhibit C to this
Series Supplement issued by a Series 2004-4 Eligible Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2004-4
Noteholders and the Surety Provider in form and substance satisfactory to
the Surety Provider.


 


“Series 2004-4
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 on
such date under each Series 2004-4 Letter of Credit, as specified therein
and (ii) if the Series 2004-4 Cash Collateral Account has been
established and funded pursuant to Section 3.9 of this
Series Supplement, the Series 2004-4 Available Cash Collateral
Account Amount on such date and (b) the outstanding principal amount of
the Series 2004-4 Demand Note on such date.


 


“Series 2004-4
Letter of Credit Expiration Date” means, with respect to any
Series 2004-4 Letter of Credit, the expiration date set forth in such
Series 2004-4 Letter of Credit, as such date may be extended in
accordance with the terms of such Series 2004-4 Letter of Credit.


 


“Series 2004-4
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 2004-4 Letter of Credit, as specified therein and
(b) if the Series 2004-4 Cash Collateral Account has been established
and funded pursuant to Section 3.9 of this Series Supplement,
the Series 2004-4 Available Cash Collateral Account Amount on such date.


 


22

















 


“Series 2004-4
Letter of Credit Provider” means the issuer of a Series 2004-4 Letter
of Credit.


 


“Series 2004-4
Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2004-4 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 2004-4 Termination
Date; and (c) such earlier date consented to by the Surety Provider in
writing.


 


“Series 2004-4
Liquidity Amount”  means, as of any date of determination, the
sum of (a) the amount available to be drawn under the Series 2004-4
Letter of Credit on such date, (b) if the Series 2004-4 Cash
Collateral Account has been established and funded pursuant to Section 3.9
of this Series Supplement, the Series 2004-4 Available Cash
Collateral Account Amount on such date and (c) the Series 2004-4
Available Reserve Account Amount on such date.


 


“Series 2004-4
Liquidity Deficiency” means, as of any date of determination, the amount by
which the Series 2004-4 Liquidity Amount is less than the
Series 2004-4 Required Liquidity Amount as of such date.


 


“Series 2004-4
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 2004-4
Maximum Defaulted Manufacturer Vehicle Amount” means, as of any date of
determination, with respect to each Series 2004-4 Defaulted Manufacturer,
solely for so long as such Manufacturer is a Series 2004-4 Defaulted
Manufacturer, an amount equal to the product of (x) a fraction expressed as a
percentage, the numerator of which is the Series 2004-4 Defaulted
Manufacturer Vehicle Amount, on the day such Manufacturer became a
Series 2004-4 Defaulted Manufacturer and the denominator of which is the
Adjusted Aggregate Asset Amount as of such day on which such Manufacturer
became a Series 2004-4 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 2004-4 Maximum
Defaulted Manufacturer Vehicle Amount with respect to a Manufacturer on any
date on which such Manufacturer is not a Series 2004-4 Defaulted
Manufacturer.


 


 “Series 2004-4 Maximum Invested Amount”
means, as of any date, $350,000,000; provided that such amount
may be modified at any time and from time to time by written agreement
among ARG, each Series 2004-4 Noteholder, Lehman Brothers Holdings Inc.,
as Administrative Agent, each Committed Note Purchaser, the Servicer, ARG and
the Surety Provider in accordance with the terms of the Series 2004-4 Note
Purchase Agreement.


 


“Series 2004-4
Maximum Hyundai Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


23

















 


“Series 2004-4
Maximum Kia Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2004-4
Maximum Mazda Program Vehicle Amount” means, as of any day, an amount equal
to (a) if Mazda is rated at least “BBB” by Standard & Poor’s and
“Baa3” by Moody’s, 10% of the Adjusted Aggregate Asset Amount as of such day
and (b) if Mazda 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 2004-4
Maximum Mitsubishi Non-Program Vehicle Amount” means, as of any day, an
amount equal to 20% of the Series 2004-4 Maximum Non-Program Vehicle
Amount as of such day.


 


 “Series 2004-4 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 2004-4
Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal
to the Series 2004-4 Maximum Non-Program Vehicle Percentage of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2004-4
Maximum Non-Program Vehicle Percentage”  means 15% or such other
percentage as may be agreed to in writing by ARG and the Surety Provider
on or after the Series 2004-4 Closing Date, with prompt written notice
thereof delivered by ARG to the Trustee.


 


“Series 2004-4
Maximum Suzuki Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2004-4
Maximum Volkswagen Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2004-4
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 2004-4 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


 


24

















 


Manufacturer Program, (iii) with regard to Eligible Vehicles that were
Series 2004-4 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 2004-4
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 2004-4 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 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 2004-4 Mitsubishi
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 2004-4 Non-Program Vehicles that
are Eligible Vehicles as of such date that were manufactured by Mitsubishi and
not turned in to Mitsubishi 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) with regard to Eligible Vehicles that were Series 2004-4
Non-Program Vehicles (as of the applicable disposition date) that were
manufactured by Mitsubishi 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, (iii) with regard to Eligible Vehicles that were Series
2004-4 Non-Program Vehicles (as of the applicable disposition date) that were
manufactured by Mitsubishi 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 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 2004-4 Monthly Lease Principal
Payment Deficit” means on any 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


 


25

















 


been allocated to the
Series 2004-4 Collection Account if all payments required to have been
made under the Leases from and excluding the preceding Distribution Date to and
including such 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 2004-4
Collection Account (without giving effect to any amounts deposited into the
Series 2004-4 Accrued Interest Account pursuant to the proviso to Section 3.2(d)(ii) of
this Series Supplement) from and excluding the preceding Distribution Date
to and including such Distribution Date.


 


“Series 2004-4
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 2004-4
Eligible Program Manufacturers or Series 2004-4 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 2004-4 Eligible Program Manufacturers or Series 2004-4 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
2004-4 Eligible Program Manufacturers or Series 2004-4 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 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 2004-4
Non-Program Vehicle” means a Vehicle that is not subject to a
Series 2004-4 Eligible Manufacturer Program, including, without limitation
Vehicles subject to a Manufacturer Program that fails to meet the definition of
Series 2004-4 Eligible Manufacturer Program as a result of the occurrence
and continuation of a Manufacturer Event of Default with respect to the related
Manufacturer.


 


“Series 2004-4
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 2004-4 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


 


26

















 


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 2004-4 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 Eligible Vehicles due and
payable as of such date under the Leases, (iii) with regard to Eligible
Vehicles that were Series 2004-4 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 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 2004-4
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 2004-4 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 2004-4 Non-Program Vehicle Percentage for a period of thirty (30)
days following the occurrence of such Specified Manufacturer Event of Default.


 


“Series 2004-4
Note Purchase Agreement” means the Note Purchase Agreement, dated as of
June 30, 2004, among ARG, the Series 2004-4 Noteholders, Lehman Brothers
Holdings Inc., as Administrative Agent, the Committed Note Purchasers and the
Servicer, pursuant to which the Series 2004-4 Noteholders have agreed to
purchase the Series 2004-4 Notes from ARG, subject to the terms and
conditions set forth therein, as amended, supplemented, restated or otherwise
modified from time to time.


 


“Series 2004-4
Note Rate” means, for any Series 2004-4 Interest Period, the sum of
(i) weighted average of the CP Rates applicable to the CP Tranche and the
weighted average of the Eurodollar Rates (Reserve Adjusted) applicable to the
Eurodollar Tranche and the weighted average of the Base Rates applicable to the
Base Rate Tranche and (ii) the Program Fee Rate as defined in the
Series 2004-4 Note Purchase Agreement; provided, however,
that the Series 2004-4 Note Rate will in no event be higher than the
maximum rate permitted by applicable law.


 


“Series 2004-4
Noteholder” means any of the Persons in whose name a Series 2004-4
Note is registered in the Note Register.


 


27

















 


“Series 2004-4
Notes” means any one of the Variable Funding Rental Car Asset Backed Notes,
Series 2004-4, executed by ARG and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of Exhibit A
hereto.


 


“Series 2004-4
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Series 2004-4 Initial Invested Amount minus
(b) the amount of principal payments made to the Series 2004-4
Noteholders on or prior to such date plus (c) any Increases in the
Series 2004-4 Invested Amount pursuant to Section 2.1 of this
Series Supplement on or prior to such date


 


“Series 2004-4
Overcollateralization Amount” means, as of any date, (A) on which no
Aggregate Asset Amount Deficiency exists, the Series 2004-4 Required
Overcollateralization Amount as of such date or (B) on which an Aggregate
Asset Amount Deficiency exists, the excess, if any, of the Series 2004-4
Aggregate Asset Amount over the Series 2004-4 Adjusted Invested Amount as
of such date.


 


“Series 2004-4
Past Due Rent Payment” has the meaning specified in Section 3.2(d) of
this Series Supplement.


 


“Series 2004-4
Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2004-4
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 2004-4
Periodic Interest” means, with respect to any Distribution Date, the sum of
(i) the Series 2004-4 Daily Interest Amount for each day in the
related Series 2004-4 Interest Period, plus (ii) all
previously due and unpaid amounts described in clause (i) with
respect to prior Series 2004-4 Interest Periods (together with interest on
such unpaid amounts required to be paid in this clause (ii) at the
Series 2004-4 Note Rate), plus (iii) any Series 2004-4
Carrying Charges due to the Series 2004-4 Noteholders and unpaid as of
such Distribution Date, minus (iv) the amount of any interest
payments made to the Series 2004-4 Noteholders during such
Series 2004-4 Interest Period pursuant to Section 3.3(h) of
this Series Supplement.


 


“Series 2004-4
Principal Allocation” has the meaning specified in Section 3.2(a)(ii) of
this Series Supplement.


 


“Series 2004-4
Program Vehicle” means a Vehicle subject to a Series 2004-4 Eligible
Manufacturer Program; provided, however, that for purposes of this definition,
only 10% of the aggregate amount of Vehicles for all Specified BBB-/Baa3
Manufacturers, collectively, shall constitute Series 2004-4 Program
Vehicles.


 


“Series 2004-4
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 2004-4 Program Vehicles that are


 


28

















 


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 2004-4 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 2004-4 Eligible Program Manufacturers
under and in accordance with a Manufacturer Program, (iii) with regard to
Eligible Vehicles that were Series 2004-4 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 2004-4 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 2004-4 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
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 2004-4
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 2004-4 Program Vehicle Amount
over the GM Freeze 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 2004-4 Program Vehicle Percentage for a period of thirty (30) days
following the occurrence of such Specified Manufacturer Event of Default.


 


“Series 2004-4
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 2004-4 Notes and ending upon the earliest to occur of (i) the
date on which the Series 2004-4 Notes are


 


29

















 


redeemed in full and the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts then due and (ii) the termination of the
Indenture.


 


“Series 2004-4
Rating Agency Confirmation and Consent Condition” means, with respect to
the Series 2004-4 Notes 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 confidential
rating or Shadow Rating, as the case may be, in effect immediately before
the taking of such action, of the Series 2004-4 Notes and (ii) the
Surety Provider shall have
consented in writing to such action.


 


“Series 2004-4
Rating Agency Confirmation Condition” means, with respect to the
Series 2004-4 Notes 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 confidential rating or Shadow
Rating, as the case may be, in effect immediately before the taking of
such action, of the Series 2004-4 Notes.


 


“Series 2004-4
Reimbursement Agreement” means any and each agreement providing for the
reimbursement of a Series 2004-4 Letter of Credit Provider for draws under
its Series 2004-4 Letter of Credit.


 


“Series 2004-4
Repurchase Amount” has the meaning specified in Section 8.1 of
this Series Supplement.


 


“Series 2004-4
Required Aggregate Asset Amount” means, as of any date of determination,
the sum of (a) the Series 2004-4 Adjusted Invested Amount and
(b) the Series 2004-4 Required Overcollateralization Amount, in each
case, as of such date.


 


“Series 2004-4
Required Enhancement Amount”  means, as of any date of
determination, the result of (i) the product of (x) the Series 2004-4
Required Enhancement Percentage as of such date and (y) the Series 2004-4
Adjusted Invested Amount as of such date, plus (ii) the
Series 2004-4 Required Enhancement Incremental Amount as of such date minus
(iii) the Series 2004-4 Hedging Enhancement Adjustment Amount as of
such date; provided, however, that, as of any date of
determination after the occurrence of a Series 2004-4 ARG Liquidation
Event, the Series 2004-4 Required Enhancement Amount shall equal the
lesser of (x) the Series 2004-4 Adjusted Invested Amount as of such date
and (y) the result of (1) the product of the Series 2004-4 Required
Enhancement Percentage as of such date of determination and the
Series 2004-4 Adjusted Invested Amount as of the date of the occurrence of
such Series 2004-4 ARG Liquidation Event, plus (2) the
Series 2004-4 Required Enhancement Incremental Amount as of such date of
determination minus (3) the Series 2004-4 Hedging Enhancement
Adjustment Amount as of such date of determination.


 


“Series 2004-4
Required Enhancement Incremental Amount” means as of any date, the product
of (A) the Series 2004-4 Aggregate Asset Percentage as of the


 


30

















 


immediately preceding
Business Day and (B) the sum (without double counting) of (1) the
excess, if any, of the Series 2004-4 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 2004-4 Eligible Program
Manufacturer, the Net Book Value of the Vehicles (other than Series 2004-4
Non-Program Vehicles manufactured by any such Series 2004-4 Eligible
Program Manufacturer as of the date of the occurrence of such Manufacturer
Event of Default) manufactured by each such Series 2004-4 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 2004-4 Non-Program Vehicle Amount) over the Series 2004-4
Maximum Non-Program Vehicle Amount as of such immediately preceding Business
Day, (2) the excess, if any, of the Series 2004-4 Non-Eligible
Manufacturer Amount over the Series 2004-4 Maximum Non-Eligible
Manufacturer Amount as of such immediately preceding Business Day and
(3) the excess, if any, of the Series 2004-4 Mazda Program Vehicle
Amount over the Series 2004-4 Maximum Mazda Program Vehicle Amount as of such
immediately preceding Business Day, (4) the excess, if any, of the
Series 2004-4 Defaulted Manufacturer Vehicle Amount with respect to each
Series 2004-4 Defaulted Manufacturer over the Series 2004-4 Maximum
Defaulted Manufacturer Vehicle Amount with respect to such Series 2004-4
Defaulted Manufacturer as of such immediately preceding Business Day,
(5) the excess, if any, of the Series 2004-4 Mitsubishi Non-Program
Vehicle Amount over the Series 2004-4 Maximum Mitsubishi Non-Program
Vehicle Amount as of such immediately preceding Business Day, (6) the
excess, if any, of the Series 2004-4 
Kia Amount over the Series 2004-4 Maximum Kia Amount as of such
immediately preceding Business Day, (7) the excess, if any, of the
Series 2004-4  Suzuki Amount over
the Series 2004-4 Maximum Suzuki Amount as of such immediately preceding
Business Day, (8) the excess, if any, of the Series 2004-4  Hyundai Amount over the Series 2004-4
Maximum Hyundai Amount as of such immediately preceding Business Day,
(9) the excess, if any, of the Series 2004-4  Volkswagen Amount over the Series 2004-4
Maximum Volkswagen Amount as of such immediately preceding Business Day and
(10) the excess, if any, of the Series 2004-4 Aggregate Kia/Hyundai/Suzuki/Volkswagen
Amount as of such immediately preceding Business Day, over the
Series 2004-4 Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle
Amount as of such immediately preceding Business Day.


 


“Series 2004-4
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) 20.00 % and (B) the
Series 2004-4 Program Vehicle Percentage as of such preceding day,
(ii) the product of (A) the Series 2004-4 Required Non-Program
Enhancement Percentage as of such preceding day and (B) the
Series 2004-4 Non-Program Vehicle Percentage as of such preceding day and
(iii) the product of (A) 11.00% and (B) the GM Freeze Vehicle
Percentage as of such preceding day.


 


“Series 2004-4
Required Liquidity Amount”  means, as of any date of
determination, an amount equal to the result of (i) 6 % of the
Series 2004-4 Adjusted


 


31

















 


Invested Amount as of such
date minus (ii) the Series 2004-4 Hedging Liquidity Adjustment
Amount as of such date.


 


“Series 2004-4
Required Non-Program Enhancement Percentage”  means, as of any
date of determination, the sum of (a) 33.00% 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 2004-4 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 2004-4 Closing Date).


 


 “Series 2004-4 Required
Overcollateralization Amount” means, as of any date of determination, the
excess, if any, of (a) the Series 2004-4 Required Enhancement Amount
over (b) the sum of (i) the Series 2004-4 Available Reserve
Account Amount as of such date and (ii) the Series 2004-4 Letter of
Credit Amount as of such date.


 


“Series 2004-4
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 2004-4 Required Liquidity Amount on such date over the
Series 2004-4 Liquidity Amount (excluding therefrom the Series 2004-4
Available Reserve Account Amount) on such date and (b) the excess, if any,
of the Series 2004-4 Required Enhancement Amount over the
Series 2004-4 Enhancement Amount (excluding therefrom the
Series 2004-4 Available Reserve Account Amount) on such date.


 


“Series 2004-4
Reserve Account” has the meaning specified in Section 3.8(a) of
this Series Supplement.


 


“Series 2004-4
Reserve Account Collateral” has the meaning specified in Section 3.8(d) of
this Series Supplement.


 


“Series 2004-4
Reserve Account Surplus” means, with respect to any date of determination,
the excess, if any, of the Series 2004-4 Available Reserve Account Amount
over the Series 2004-4 Required Reserve Account Amount on such date.


 


“Series 2004-4
Revolving Period” means the period from and including the Series 2004-4
Closing Date to the commencement of the earlier of (i) the
Series 2004-4 Controlled Amortization Period or (ii) the
Series 2004-4 Rapid Amortization Period.


 


“Series 2004-4
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 2004-4 Program Vehicles and Series 2004-4
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,


 


32

















 


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 2004-4 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 2004-4 Program Vehicles or
Series 2004-4 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 2004-4 Program Vehicles or Series 2004-4 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 2004-4
Termination Date” means the Commitment Termination Date, as defined in the
Series 2004-4 Note Purchase Agreement.


 


“Series 2004-4
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 2004-4 Program Vehicles and Series 2004-4
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


 


33

















 


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 2004-4 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 2004-4 Program Vehicles or
Series 2004-4 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 2004-4 Program Vehicles or Series 2004-4 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 (whether public or private) of the
Series 2004-4 Notes by Standard & Poor’s or Moody’s, as
applicable, without giving effect to the Surety Bond.


 


“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 2004-4 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


 


34

















 


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 2004-4 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 2004-4 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 2004-4 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 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.


 


35

















 


“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 &
Poor’s Qualified Interest Rate Cap Provider” means, a bank or other
financial institution, which has a short-term unsecured debt rating of at least
“A-1” and a long-term unsecured rating of at least “A+”, in each case, from
Standard & Poor’s or is otherwise approved by Standard &
Poor’s.


 


 “Surety Bond” means the Note Guaranty
Insurance Policy No. D-2004-3, dated June 30, 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 Assured Guaranty Corp., a Maryland stock insurance company.


 


“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.


 


“Termination
Date Disbursement” means an amount drawn under a Series 2004-4 Letter
of Credit pursuant to a Certificate of Termination Date Demand.


 


“Termination
Disbursement” means an amount drawn under a Series 2004-4 Letter of
Credit pursuant to a Certificate of Termination Demand.


 


“Unpaid
Demand Note Disbursement” means an amount drawn under a Series 2004-4
Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.


 


“Unpaid
Fee Amounts” has the meaning specified in Section 3.8(f) of
this Series Supplement.


 


36

















 


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


 


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


 


“Voluntary
Decrease” has the meaning specified in Section 2.2(b) of
this Series Supplement.


 


ARTICLE II



INITIAL ISSUANCE AND INCREASES AND DECREASES

OF PRINCIPAL AMOUNT OF SERIES 2004-4 NOTES


 


Section 2.1                                      Initial Issuance; Procedure for Increasing
the Series 2004-4 Invested Amount.


 


(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, and in the case of subsections (b)(i), (b)(ii),
(b)(iii), (b)(iv), (b)(v), (b)(vii) and (b)(viii) of
this Section 2.1, as evidenced by an Advance Request delivered to
the Trustee as to which the Trustee may rely) (i) on the
Series 2004-4 Closing Date, ARG may issue Series 2004-4 Notes in
the aggregate initial principal amount equal to the Series 2004-4 Initial
Invested Amount and (ii) on any Business Day during the Series 2004-4
Revolving Period, ARG may in accordance with the Series 2004-4 Note
Purchase Agreement, upon request by a Leasing Company, or the Servicer on its
behalf, increase the principal amount of any of its Leasing Company Notes (in
each case in accordance with the terms of the related Leasing Company
Indenture), increase the Series 2004-4 Invested Amount (each such increase
referred to as an “Increase”), in an amount up to the amount of the
increase requested by such Leasing Company by issuing, at par, additional principal
amounts of the Series 2004-4 Notes. Each Increase shall be made in
accordance with the provisions of Sections 2.02 and 2.03 of the
Series 2004-4 Note Purchase Agreement and shall be ratably allocated among
the Series 2004-4 Notes, based on their respective portion of the
Series 2004-4 Invested Amount. Proceeds from the initial issuance of the
Series 2004-4 Notes and from any Increase shall be deposited into the
Collection Account and allocated in accordance with Article III hereof.
Upon each Increase, the Trustee shall, or shall cause the Registrar to,
indicate in the Note Register such Increase.


 


(b)                                 The initial Series 2004-4 Notes will be
issued on the Series 2004-4 Closing Date and the Series 2004-4
Invested Amount may be increased on any Business Day during the
Series 2004-4 Revolving Period (subject to the limitations set forth in Section 2.2(a) below),
in each case pursuant to subsection (a) above, only upon
satisfaction of each of the following conditions with respect to such initial
issuance and each proposed Increase:


 


37

















 


(i)                                     the amount of such issuance or Increase shall
be equal to or greater than $1,000,000 and integral multiples of $100,000 in
excess thereof;


 


(ii)                                  after giving effect to such issuance or
Increase, (A) the Investor Group Invested Amount with respect to such
Investor Group shall not exceed the Maximum Investor Group Invested Amount with
respect to such Investor Group and (B) the Series 2004-4 Invested
Amount shall not exceed the Series 2004-4 Maximum Invested Amount;


 


(iii)                               after giving effect to such issuance or
Increase and the application of the proceeds thereof, no Series 2004-4
Enhancement 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 2004-4 Reserve Account shall be equal to or greater than the
Series 2004-4 Required Reserve Account Amount;


 


(v)                                 such issuance or Increase and the application
of the proceeds thereof will not result in the occurrence of (1) an
Amortization Event or Series 2004-4 ARG Liquidation Event, or (2) an
event or occurrence, which, with the passing of time or the giving of notice
thereof, or both, would become an Amortization Event or Series 2004-4 ARG
Liquidation 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) with the same effect as if
made on and as of such date (except to the extent such representations relate
to an earlier date); and


 


(viii)                        All conditions precedent to the making of
advances under the Series 2004-4 Note Purchase Agreement shall have been
satisfied.


 


Section 2.2                                      Procedure for Decreasing the
Series 2004-4 Invested Amount.


 


(a)                                  Mandatory Decrease. Whenever (i) a Series 2004-4
Enhancement Deficiency exists, then, on or before the Distribution Date
immediately following discovery of such Series 2004-4 Enhancement
Deficiency, ARG shall allocate to and deposit in the Series 2004-4 Excess
Collection Account to be applied in accordance with Section 3.2(e) hereof,
a principal payment to decrease the Series 2004-4 Invested Amount (subject
to the limitations specified in Section 2.2(c) below) by the
amount necessary, so that after giving effect to all Decreases of the
Series 2004-4 Invested Amount on such


 


38

















 


Distribution Date, no such
Series 2004-4 Enhancement Deficiency shall exist and (ii) an
Aggregate Asset Amount Deficiency exists, then, on or before the Distribution
Date immediately following discovery of such Aggregate Asset Amount Deficiency,
ARG shall allocate to and deposit in the Series 2004-4 Excess Collection
Account to be applied in accordance with Section 3.2(e) hereof,
a principal payment to decrease the Series 2004-4 Invested Amount (subject
to the limitations specified in Section 2.2(c) below) in an
amount equal to the Series 2004-4 Invested Percentage (with respect to Principal
Collections) of the amount of such Aggregate Asset Amount Deficiency (each
reduction of the Series 2004-4 Invested Amount pursuant to this Section 2.2(a),
a “Mandatory Decrease”). Such Mandatory Decrease shall be ratably
allocated among the Series 2004-4 Noteholders, based on their respective
portion of the Series 2004-4 Invested Amount. Upon discovery of such a
Series 2004-4 Enhancement Deficiency or Aggregate Asset Amount Deficiency,
ARG promptly, but in any event within 10 days, shall deliver written notice (by
facsimile with original to follow by mail) of any such Mandatory Decreases to
the Trustee.


 


(b)                                 Voluntary Decrease. On any Business Day, upon at least 2
Business Days’ prior notice to the Administrative Agent, each Funding Agent and
the Trustee (with a copy to each Series 2004-4 Noteholder), ARG
may decrease the Series 2004-4 Invested Amount (each such reduction
of the Series 2004-4 Invested Amount pursuant to this Section 2.2(b),
a “Voluntary Decrease”) by withdrawing from the Series 2004-4
Excess Collection Account or, during the Series 2004-4 Controlled
Amortization Period, an amount of any principal collections on deposit in the
Series 2004-4 Collection Account, and distributing to the
Series 2004-4 Noteholders in respect of principal of the
Series 2004-4 Notes, an amount equal to the amount of such Decrease in
accordance with Section 3.5(e); plus any associated breakage
costs (including Series 2004-4 Commercial Paper discounts and interest
scheduled to accrue through the maturity of such Series 2004-4 Commercial
Paper) incurred as a result of such decrease (calculated in accordance with the
procedures outlined in Section 8.1 hereof for optional
repurchases). Such Voluntary Decrease shall be ratably allocated among the
Series 2004-4 Noteholders, based on their respective portion of the
Series 2004-4 Invested Amount. Each such Voluntary Decrease shall be, in
the aggregate for all Series 2004-4 Notes, in a minimum principal amount
of $1,000,000 and integral multiples of $100,000 in excess thereof.


 


(c)                                  Upon distribution to the Series 2004-4
Noteholders of principal of the Series 2004-4 Notes in connection with
each Decrease, the Trustee shall, or shall cause the Registrar to indicate in
the Note Register such Decrease. The amount of any Decrease shall not exceed
the amount allocated to the Series 2004-4 Excess Collection Account and
available for distribution to Series 2004-4 Noteholders in respect of
principal of the Series 2004-4 Notes on the date of such Decrease pursuant
to the terms hereof.


 


39

















 


ARTICLE III



SERIES 2004-4 ALLOCATIONS


 


With
respect to the Series 2004-4 Notes only, the following shall apply:


 


Section 3.1                                      Establishment and Administration of
Series 2004-4 Collection Account, Series 2004-4 Accrued Interest
Account and Series 2004-4 Excess Collection Account.


 


(a)                                  Allocation of Collections. All Collections allocable to the
Series 2004-4 Notes pursuant to Section 3.2 of this
Series Supplement shall be allocated to and deposited in the Collection
Account.


 


(b)                                 Creation of Accounts. The Trustee will establish as a segregated
trust account, for the benefit of the Series 2004-4 Noteholders and the
Surety Provider, the Series 2004-4 Excess Collection Account (such
account, the “Series 2004-4 Excess Collection Account”). The
Trustee will also create or establish as segregated trust accounts, in each
case for the benefit of the Series 2004-4 Noteholders and the Surety
Provider, the Series 2004-4 Collection Account (such account, the “Series 2004-4
Collection Account”) and the Series 2004-4 Accrued Interest Account
(such account, the “Series 2004-4 Accrued Interest Account”).


 


(c)                                  Establishment of the Series 2004-4
Collection Account, the Series 2004-4 Accrued Interest Account and the
Series 2004-4 Excess Collection Account. The Series 2004-4 Excess Collection Account, the
Series 2004-4 Collection Account and the Series 2004-4 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 2004-4 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 2004-4 Noteholders and the Surety Provider. Each
such account shall be maintained (i) with a Qualified Institution or
(ii) as a segregated trust account with the corporate trust department of
a depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in such account; provided, that,
if such account is maintained with a Qualified Institution and at any time such
institution fails to satisfy the definition of Qualified Institution, then the
Trustee shall, within 10 Business Days of such failure, 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 2004-4 Collection Account, Series 2004-4 Accrued Interest
Account or Series 2004-4 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 2004-4 Collection Account, the Series 2004-4 Accrued
Interest Account and the Series 2004-4 Excess Collection Account will be
established as a segregated trust account with The Bank of New York.


 


40

















 


(d)                                 Administration of the Series 2004-4
Collection Account, the Series 2004-4 Accrued Interest Account and the
Series 2004-4 Excess Collection Account. ARG may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2004-4 Excess Collection Account, the
Series 2004-4 Collection Account and/or the Series 2004-4 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 the Series 2004-4 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 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 2004-4 Collection Account, the
Series 2004-4 Accrued Interest Account and the Series 2004-4 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 2004-4 Collection
Account, the Series 2004-4 Accrued Interest Account and the
Series 2004-4 Excess Collection Account shall remain uninvested.


 


(e)                                  Earnings from the Series 2004-4
Collection Account, the Series 2004-4 Accrued Interest Account and the
Series 2004-4 Excess Collection Account. All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in each of the Series 2004-4 Collection Account,
the Series 2004-4 Accrued Interest Account and the Series 2004-4
Excess Collection Account shall be deemed to be on deposit therein and available
for distribution.


 


(f)                                    Series 2004-4 Excess Collection Account
Constitutes Additional Collateral for Series 2004-4 Notes. In order to secure and provide for the
repayment and payment of the ARG Obligations with respect to the
Series 2004-4 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 2004-4 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 2004-4 Excess Collection Account, including any security
entitlement thereto; (ii) all funds on deposit in the Series 2004-4
Excess Collection Account from time to time; (iii) all certificates and
instruments, if any, representing or


 


41

















 


evidencing any or all of the
Series 2004-4 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 2004-4 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 2004-4
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 2004-4 Excess Collection Account Collateral”). The
Trustee, for the benefit of the Series 2004-4 Noteholders and the Surety
Provider, shall possess all right, title and interest in all funds on deposit
from time to time in the Series 2004-4 Excess Collection Account and in
all proceeds thereof and shall be the only person authorized to originate entitlement
orders in respect of the Series 2004-4 Excess Collection Account. The
Series 2004-4 Excess Collection Account Collateral shall be under the sole
dominion and control of the Trustee, for the benefit of the Series 2004-4
Noteholders and the Surety Provider.


 


(g)                                 Series 2004-4 Collection Account and
Series 2004-4 Accrued Interest Account Constitute Additional Collateral
for Series 2004-4 Notes.
In order to secure and provide for the payment of the ARG Obligations with
respect to the Series 2004-4 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 2004-4 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 2004-4 Collection Account and the
Series 2004-4 Accrued Interest Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2004-4 Collection
Account and the Series 2004-4 Accrued Interest Account, from time to time;
(iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2004-4 Collection Account and the
Series 2004-4 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 2004-4 Collection Account and the
Series 2004-4 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 2004-4 Collection Account and the
Series 2004-4 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 2004-4 Additional Account Collateral”).
The Trustee, for the benefit of the Series 2004-4 Noteholders and the
Surety Provider, shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2004-4 Collection Account and the
Series 2004-4 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 2004-4 Additional Account Collateral
shall be under the sole


 


42

















 


dominion and control of the
Trustee, for the benefit of the Series 2004-4 Noteholders and the Surety
Provider.


 


Section 3.2                                      Allocations with Respect to the
Series 2004-4 Notes.
The net proceeds from the issuance of the Series 2004-4 Notes will be
deposited into the Collection Account. On the Series 2004-4 Closing Date
and each Business Day on which any Increase or Collections are deposited into
the Collection Account (each such date, a “Series 2004-4 Deposit Date”),
the Servicer will direct the Trustee in writing to allocate all amounts
deposited into the Collection Account in accordance with the provisions of this
Section 3.2:


 


(a)                                  Allocations of Collections During the
Series 2004-4 Revolving Period. During the Series 2004-4 Revolving Period, the Servicer will
direct the Trustee in writing to allocate, prior to 2:00 p.m. (New York
City time) on each Series 2004-4 Deposit Date, all amounts deposited into
the Collection Account as set forth below:


 


(i)                                     allocate to and deposit in the
Series 2004-4 Collection Account an amount equal to the sum of
(A) the Series 2004-4 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day and (B) any amounts
received by the Trustee in respect of the Series 2004-4 Interest Rate Cap.
All such amounts allocated to the Series 2004-4 Collection Account shall
be further allocated to the Series 2004-4 Accrued Interest Account; and


 


(ii)                                  allocate to and deposit in the
Series 2004-4 Excess Collection Account an amount equal to the sum of
(A) the Series 2004-4 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day (for any such day, the “Series 2004-4
Principal Allocation”) plus (B) the net proceeds from the issuance of
the Series 2004-4 Notes and from any Increase, which amounts may be
applied to make a Decrease in accordance with Sections 2.2 and 3.5(e).


 


(b)                                 Allocations of Collections During the
Series 2004-4 Controlled Amortization Period or the Series 2004-4
Rapid Amortization Period.
With respect to the Series 2004-4 Controlled Amortization Period or the
Series 2004-4 Rapid Amortization Period, the Servicer will direct the
Trustee in writing to allocate, prior to 2:00 p.m. (New York City time) on
any Series 2004-4 Deposit Date, all amounts deposited into the Collection
Account as set forth below:


 


(i)                                     allocate to and deposit in the
Series 2004-4 Collection Account an amount determined as set forth in Section 3.2(a)(i) above
for such day, which amount shall be further allocated to and deposited in the
Series 2004-4 Accrued Interest Account; and


 


(ii)                                  allocate to and deposit in the
Series 2004-4 Collection Account an amount equal to the Series 2004-4
Principal Allocation for such day, which amount shall be used to make principal
payments in respect of the Series 2004-4


 


43

















 


Notes
until the Series 2004-4 Invested Amount is paid in full, provided
that, during the Series 2004-4 Rapid Amortization Period if on the
Determination Date immediately preceding a Distribution Date (A) the
Servicer determines that the amount anticipated to be available to pay the
Series 2004-4 Periodic Interest on such Distribution Date from Interest
Collections allocable to the Series 2004-4 Notes, any amounts payable in
respect of the Series 2004-4 Interest Rate Cap and any other amounts
available under Section 3.3 (excluding Section 3.3(f) thereof)
of this Series Supplement to pay such Series 2004-4 Periodic Interest
on such Distribution Date will be less than such Series 2004-4 Periodic
Interest, and (B) the Series 2004-4 Overcollateralization Amount as
of such Determination Date is greater than zero, the Servicer shall direct the
Trustee in writing to reallocate a portion of the Principal Collections
originally allocated to the Series 2004-4 Notes during the Related Month
with respect to such Distribution Date equal to the lesser of such
insufficiency and the Series 2004-4 Overcollateralization Amount as of
such Determination Date and deposit such amount into the Series 2004-4
Accrued Interest Account to be treated as Interest Collections on such
Distribution Date. For purposes of the Series 2004-4 Controlled
Amortization Period, principal payments will be made on the Series 2004-4
Notes as set forth in this Series Supplement,  but no principal of the Series 2004-4
Notes will be considered “required to be paid” for purposes of the Base
Indenture or any other Series Supplement.


 


(c)                                  Past Due Rental Payments. Notwithstanding the foregoing, if, after
the occurrence of a Series 2004-4 Lease Payment Deficit, a Lessee and/or
Vanguard Holdings, as guarantor under the Leases, makes a payment of any amount
payable by a Lessee under the Leases on or prior to the fifth Business Day
after the occurrence of such Series 2004-4 Lease Payment Deficit (a “Past
Due Rent Payment”), the Servicer shall direct the Trustee in writing to
deposit into the Series 2004-4 Collection Account an amount equal to the
Series 2004-4 Invested Percentage, as of the date of the occurrence of
such Series 2004-4 Lease Payment Deficit, of the Collections attributable
to such Past Due Rent Payment (the “Series 2004-4 Past Due Rent Payment”)
and the Servicer shall instruct the Trustee in writing to withdraw from the
Series 2004-4 Collection Account and apply the Series 2004-4 Past Due
Rent Payment in the following order:


 


(i)                                     if the occurrence of such Series 2004-4
Lease Payment Deficit resulted in a demand for payment being made under the
Surety Bond, pay to the Surety Provider an amount equal to the lesser of (x)
the unreimbursed amount of the payment made by the Surety Provider under the
Surety Bond in respect of such demand and (y) the amount of the
Series 2004-4 Past Due Rent Payment;


 


(ii)                                  if the occurrence of such Series 2004-4
Lease Payment Deficit resulted in a withdrawal being made from the
Series 2004-4 Reserve Account, deposit in the Series 2004-4 Reserve
Account an amount equal to the lesser of (x) the amount of the Series 2004-4
Past Due Rent Payment remaining after any payment pursuant to clause
(i) above and (y) the excess, if any, of the Series


 


44

















 


2004-4
Required Reserve Account Amount over the Series 2004-4 Available Reserve
Account Amount on such day;


 


(iii)                               if the occurrence of such Series 2004-4
Lease Payment Deficit resulted in one or more draws on a Series 2004-4
Letter of Credit, pay to each Series 2004-4 Letter of Credit Provider who
made a Lease Deficit Disbursement an amount equal to the lesser of (x) the
unreimbursed amount of such Series 2004-4 Letter of Credit Provider’s
Lease Deficit Disbursement and (y) such Series 2004-4 Letter of Credit
Provider’s pro  rata share, calculated on the basis of the
unreimbursed amount of each such Series 2004-4 Letter of Credit Provider’s
Lease Deficit Disbursement, of the amount of the Series 2004-4 Past Due
Rent Payment remaining after any payments pursuant to clauses (i) and
(ii) above;


 


(iv)                              if the occurrence of such Series 2004-4
Lease Payment Deficit resulted in a withdrawal being made from the
Series 2004-4 Cash Collateral Account, deposit in the Series 2004-4
Cash Collateral Account an amount equal to the lesser of (x) the amount of the
Series 2004-4 Past Due Rent Payment remaining after any payments pursuant
to clauses (i) through (iii) above and (y) the amount withdrawn from
the Series 2004-4 Cash Collateral Account on account of such
Series 2004-4 Lease Payment Deficit;


 


(v)                                 allocate to and deposit in the
Series 2004-4 Accrued Interest Account the amount, if any, by which the
Series 2004-4 Lease Interest Payment Deficit, if any, relating to such
Series 2004-4 Past Due Rent Payment exceeds the Series 2004-4 Past
Due Rent Payment applied pursuant to clauses (i) through (iv) above;
and


 


(vi)                              allocate to and deposit in the
Series 2004-4 Excess Collection Account and treat as Principal Collections
the remaining amount of the Series 2004-4 Past Due Rent Payment.


 


(d)                                 Amounts Allocated from Other Series. Amounts allocated from all other
Series of Notes pursuant to the applicable Series Supplement to the
payment of the principal of the Series 2004-4 Notes shall be allocated to
and deposited in the Series 2004-4 Excess Collection Account and applied
in accordance with Section 3.2(e) of this
Series Supplement.


 


(e)                                  Series 2004-4 Excess Collection Account. Amounts allocated to the Series 2004-4
Excess Collection Account on any Series 2004-4 Deposit Date will be
(i) first, transferred to the Series 2004-4 Reserve Account in
an amount up to the excess, if any, of the Series 2004-4 Required Reserve
Account Amount for such date over the Series 2004-4 Available Reserve
Account Amount for such date, only to the extent that no Series 2004-4
Enhancement Deficiency or other Amortization Event with respect to the
Series 2004-4 Notes would result therefrom, (ii) second, used
to make a Mandatory Decrease, if applicable, in accordance with Sections
2.2(a) and 3.5(e) of this Series Supplement,
(iii) third, used to pay the principal amount of other Series of
Group I Notes


 


45

















 


that are then required to be
paid or, at the option of ARG, to pay the principal amount of other
Series of Group I Notes that may be paid under the Indenture, in each
case, only to the extent that no Series 2004-4 Enhancement Deficiency or
other Amortization Event with respect to the Series 2004-4 Notes would
result therefrom, (iv) fourth, used at the option of ARG, to make a
Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(e) of
this Series Supplement and (v) fifth, any remaining funds
may be released to ARG and used to fund increases in the principal amounts
of the Leasing Company Notes to the extent the Leasing Companies have requested
increases thereof or for any other purpose, only to the extent that no
Series 2004-4 Enhancement Deficiency or other Amortization Event with
respect to the Series 2004-4 Notes would result therefrom. Notwithstanding
the foregoing, upon the occurrence of an Amortization Event with respect to the
Series 2004-4 Notes or the commencement of the Series 2004-4
Controlled Amortization Period, all funds allocated to the Series 2004-4
Excess Collection Account will be allocated as Principal Collections by the
Trustee and deposited to the Series 2004-4 Collection Account and applied
in accordance with Section 3.2(b)(ii) of this
Series Supplement.


 


(f)                                    Series 2004-4 Lease Principal Payment
Deficit. On or before
10:00 a.m. (New York City time) on each Distribution Date, the Servicer
shall notify the Trustee of the amount of any Series 2004-4 Lease Payment
Deficit, such notification to be in the form of Exhibit D to
this Series Supplement (each such notification, a “Lease Payment
Deficit Notice”). If the Servicer determines on any Distribution Date on
which the Principal Deficit Amount is greater than zero that there exists a
Series 2004-4 Lease Principal Payment Deficit, the Servicer shall instruct
the Trustee in writing to draw on the Series 2004-4 Letters of Credit, if
any, and, upon receipt of such notice by the Trustee on or prior to
11:00 a.m. (New York City time) on such Distribution Date, the Trustee
shall, by 12:00 noon (New York City time) on such Distribution Date draw an
amount equal to the least of (i) such Series 2004-4 Lease Principal
Payment Deficit, (ii) the Series 2004-4 Letter of Credit Liquidity
Amount, (iii) the Principal Deficit Amount and (iv) the excess, if
any, of the Series 2004-4 Liquidity Amount over the Series 2004-4
Required Liquidity Amount on the Series 2004-4 Letters of Credit by
presenting to each Series 2004-4 Letter of Credit Provider a draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease
Deficit Disbursements to be deposited in the Series 2004-4 Distribution
Account on such Distribution Date; provided, however, that if the
Series 2004-4 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2004-4 Cash Collateral Account and
deposit in the Series 2004-4 Distribution Account an amount equal to the lesser
of (x) the Series 2004-4 Cash Collateral Percentage on such Distribution
Date of the least of the amounts described in clauses (i) through
(iv) above and (y) the Series 2004-4 Available Cash Collateral
Account Amount on such Distribution Date and draw an amount equal to the
remainder of such amount on the Series 2004-4 Letters of Credit.


 


Section 3.3                                      Distribution Dates.


 


(a)                                  Determination Dates. On each Determination Date, as provided in Section 3.3(b) below,
the Servicer shall instruct the Trustee in writing to withdraw, and on the


 


46

















 


next succeeding Distribution
Date the Trustee, acting in accordance with such instructions, shall withdraw
the amounts required to be withdrawn from the Series 2004-4 Accrued
Interest Account pursuant to Section 3.3(b) below in respect
of all funds available from Interest Collections processed since the preceding
Distribution Date and allocated to the Series 2004-4 Noteholders.


 


(b)                                 Note Interest with respect to the Series 2004-4
Notes; Payment of the Surety Provider Fee.


 


On
each Determination Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing as to the amount to be withdrawn from the Series 2004-4
Accrued Interest Account and deposited to the Series 2004-4 Distribution
Account for payment pursuant to Section 3.4 of this
Series Supplement to the extent funds are anticipated to be available from
Interest Collections allocable to the Series 2004-4 Notes processed during
the period from but not including the most recent Distribution Date through and
including the next succeeding Distribution Date and amounts received under the
Series 2004-4 Interest Rate Cap during such period, in respect of (x) first,
(i) first an amount equal to the Series 2004-4 Adjusted
Periodic Interest for the Series 2004-4 Interest Period ending on the day
preceding such Distribution Date (the portion of such amount of
Series 2004-4 Periodic Interest that will accrue for the period (each an,
“Estimated Interest Period”) from and including such Determination Date
to but excluding the succeeding Distribution Date (such portion of the
Series 2004-4 Periodic Interest with respect to any such Estimated
Interest Period, the “Estimated Interest”) shall be estimated by the
Servicer on such Determination Date) and (ii) second an amount
equal to any Series 2004-4 Carrying Charges due to the Series 2004-4
Noteholders and unpaid as of such Distribution Date, (y) second, an
amount equal to the amount of any unpaid Series 2004-4 Deficiency Amounts
(minus any portion of such Series 2004-4 Deficiency Amounts paid pursuant
to clause (x) above), as of the preceding Distribution Date (together
with any accrued interest on such Series 2004-4 Deficiency Amounts) and
(z) third, an amount equal to the sum of the (i) Surety Provider
Fee for such Series 2004-4 Interest Period plus (ii) any Surety
Provider Reimbursement Amounts then due and owing to the Surety Provider under
the Insurance Agreement.


 


On
or before 4:00 p.m. (New York City time) on the second Business Day
immediately succeeding a Distribution Date, the Servicer shall notify the
Trustee of the amount of any adjustment required to be made to the amount of
the Series 2004-4 Periodic Interest for the next succeeding
Series 2004-4 Interest Period as a result of any difference, if any,
between the amount of Estimated Interest with respect to the previous
Series 2004-4 Interest Period and the actual interest accrued with respect
to such Series 2004-4 Interest Period, such notification to be in the form of
Exhibit G to this Series Supplement (each an “Estimated
Interest Adjustment Notice”). On or before 10:00 a.m. (New York City
time) on each Distribution Date, (i) the Trustee shall withdraw from the
Series 2004-4 Accrued Interest Account the amount instructed by the
Servicer pursuant to the two immediately preceding sentences and deposit such
amounts in the Series 2004-4 Distribution Account and (ii) the
Servicer shall notify the Trustee and the Enhancement Agent of the amount of
any Series 2004-4 Lease Payment Deficit, such notification to be


 


47

















 


in the form of Exhibit D
to this Series Supplement (each a “Lease Payment Deficit Notice”).


 


(c)                                  Withdrawals from the Series 2004-4
Reserve Account. If the
Servicer determines on any Distribution Date that the amounts available from
the Series 2004-4 Accrued Interest Account and the amounts available under
the Series 2004-4 Interest Rate Cap are insufficient to pay the sum of the
amounts described in clauses (x) (after giving effect to any interest
adjustments made on such Distribution Date pursuant to the second paragraph of Section 3.3(b) above),
(y) and (z) of Section 3.3(b) above on such
Distribution Date, the Servicer shall instruct the Trustee in writing to withdraw
from the Series 2004-4 Reserve Account and deposit in the
Series 2004-4 Distribution Account on such Distribution Date an amount
equal to the lesser of the Series 2004-4 Available Reserve Account Amount
and such insufficiency; provided, however, that after the
occurrence and during the continuance of a Surety Default, no amounts in
respect of the Surety Provider Fee shall be withdrawn from the
Series 2004-4 Reserve Account. The Trustee shall withdraw such amount from
the Series 2004-4 Reserve Account and deposit such amount in the
Series 2004-4 Distribution Account.


 


(d)                                 Draws on the Series 2004-4 Letters of
Credit to Pay Interest and Costs. If the Servicer determines on any Distribution Date that the sum of
the amounts available from the Series 2004-4 Accrued Interest Account,
plus the amounts available under the Series 2004-4 Interest Rate Cap, plus
the amount, if any, to be withdrawn from the Series 2004-4 Reserve Account
pursuant to Section 3.3(c) above is insufficient to pay the
sum of the amounts described in clauses (x) (after giving effect to any
interest adjustments made on such Distribution Date pursuant to the second
paragraph of Section 3.3(b) above), (y) and (z)
of Section 3.3(b) above on such Distribution Date and there
exists a Series 2004-4 Lease Interest Payment Deficit on such Distribution
Date, the Servicer shall instruct the Trustee in writing to draw on the
Series 2004-4 Letters of Credit, if any, and, upon receipt of such notice
by the Trustee on or prior to 11:00 a.m. (New York City time) on such
Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on
such Distribution Date draw an amount equal to the least of (i) such
insufficiency, (ii) the Series 2004-4 Lease Interest Payment Deficit
on such Distribution Date and (iii) the Series 2004-4 Letter of
Credit Liquidity Amount on the Series 2004-4 Letters of Credit by
presenting to each Series 2004-4 Letter of Credit Provider a draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease
Deficit Disbursement to be deposited in the Series 2004-4 Distribution
Account on such Distribution Date; provided, however  that
if the Series 2004-4 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2004-4 Cash Collateral
Account and deposit in the Series 2004-4 Distribution Account an amount
equal to the lesser of (x) the Series 2004-4 Cash Collateral Percentage on
such Distribution Date of the least of clauses (i), (ii) and
(iii) above and (y) the Series 2004-4 Available Cash Collateral
Account Amount on such Distribution Date, and draw an amount equal to the
remainder of such amount on the Series 2004-4 Letters of Credit.


 


(e)                                  Reserved.


 


48

















 


(f)                                    Surety Bond. (i)  If the Servicer determines on the second Business Day prior
to any Distribution Date that the Series 2004-4 Lease Interest Payment
Deficit from the preceding Distribution Date, if any, remains unpaid and the
Series 2004-4 Liquidity Amount on such date of determination together with
any amounts then on deposit on the Series 2004-4 Accrued Interest Account
and any amounts expected to be paid on such Distribution date under each
Series 2004-4 Interest Rate Cap, if any, is insufficient to pay the Series 2004-4
Adjusted Periodic Interest due on such upcoming Distribution Date, the Servicer
shall instruct the Trustee in writing to make a demand on the Surety Bond and,
upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New
York City time) on the second Business Day preceding such Distribution Date,
the Trustee shall, by 12:00 noon (New York City time) on the second Business
Day preceding such Distribution Date, make a demand on the Surety Bond in an
amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2004-4
Distribution Account.


 


(ii)  If the Servicer
determines on any Distribution Date that the sum of the amounts available from
the Series 2004-4 Accrued Interest Account plus the amounts
available under the Series 2004-4 Interest Rate Cap plus the
amount, if any, to be withdrawn from the Series 2004-4 Reserve Account
pursuant to Section 3.3(c) above plus the amount, if
any, to be drawn under the Series 2004-4 Letters of Credit (and/or
withdrawn from the Series 2004-4 Cash Collateral Account) pursuant to Section 3.3(d) above
plus the amount, if any, required to be drawn under the Surety Bond
pursuant to clause (i) above is insufficient to pay the
Series 2004-4 Adjusted Periodic Interest for such Distribution Date, the
Servicer shall instruct the Trustee in writing to make a demand on the Surety
Bond and, upon receipt of such notice by the Trustee on or prior to
11:00 a.m. (New York City time) on such Distribution Date, the Trustee
shall, by 12:00 noon (New York City time) on such Distribution Date, make a
demand on the Surety Bond in an amount equal to such insufficiency in
accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 2004-4 Distribution Account. If the amounts
described in this Section 3.3(f) are insufficient to pay the
Series 2004-4 Adjusted Periodic Interest for any Distribution Date,
payments of interest to the Series 2004-4 Noteholders will be reduced on a
pro  rata basis by the amount of such deficiency. The aggregate
amount, if any, of such deficiency on any Distribution Date shall be referred
to as the “Series 2004-4 Deficiency Amount”. Interest shall accrue
on the Series 2004-4 Deficiency Amount at the Series 2004-4 Note Rate
for each Interest Period therefor. If the Series 2004-4 Deficiency Amount
(together with interest thereon) is not paid in full within five
(5) Business Days, an Amortization Event with respect to the
Series 2004-4 Notes shall occur in accordance with clause (a) of
Article IV of this Series Supplement.


 


(g)                                 Balance. On each Distribution Date, the Servicer shall instruct the Trustee
and the Paying Agent in writing to pay the balance in the Series 2004-4
Accrued Interest Account (after making the payments required in Section 3.3(b) above),
if any, of amounts received by the Trustee in respect of Interest Collections
allocated to the Series 2004-4 Noteholders since the most recent
Distribution Date as follows:  (i) first,
to the Trustee, in an amount equal to the Series 2004-4 Percentage as of
the immediately preceding


 


49

















 


Distribution Date of the
Trustee’s fees for the Interest Period ending on such Distribution Date,
(ii) second, to pay any Carrying Charges (other than Carrying
Charges provided for above) to the Persons to whom such amounts are owed, in an
amount equal to the Series 2004-4 Percentage as of the immediately
preceding Distribution Date of such Carrying Charges (other than Carrying
Charges provided for above) for such Interest Period and (iii) third,
the balance, if any, shall be withdrawn from the Series 2004-4 Accrued
Interest Account by the Trustee and (A) during the Series 2004-4
Revolving Period, deposited into the Series 2004-4 Excess Collection
Account, (B) during the Series 2004-4 Rapid Amortization Period,
deposited into the Series 2004-4 Collection Account and treated as
Principal Collections.


 


(h)                                 Interest Payments during Series 2004-4
Interest Period. On any
Business Day during a Series 2004-4 Interest Period (each such day, an “Additional
Distribution Date”), the Servicer may instruct the Trustee in writing
to withdraw from the Series 2004-4 Accrued Interest Account, and on such
Additional Distribution Date the Trustee, acting in accordance with such
instructions, shall withdraw from the Series 2004-4 Accrued Interest
Account, as directed in writing by the Servicer, all or a portion of the
Series 2004-4 Periodic Interest that will be due on the first Distribution
Date following such Additional Distribution Date to the extent that such amount
does not exceed the aggregate amount of Interest Collections processed since
the preceding Distribution Date and allocated to the Series 2004-4
Noteholders (less any portion thereof previously paid to the Series 2004-4
Noteholders during such period pursuant to this Section 3.3(h)) and
shall deposit such amounts in the Series 2004-4 Distribution Account for
payment to the Series 2004-4 Noteholders on the Additional Distribution
Date pursuant to Section 3.4 in accordance with Section 6.1 of
the Base Indenture.


 


Section 3.4                                      Payment of Note Interest; Surety Provider Fee
and Surety Provider Reimbursement Amounts.


 


On
each Distribution Date and each Additional Distribution Date, the Paying Agent
shall, in accordance with Section 6.1 of the Base Indenture, pay to the
Series 2004-4 Noteholders from the Series 2004-4 Distribution Account
the amount deposited in the Series 2004-4 Distribution Account for the
payment of interest pursuant to Section 3.3(b), (c), (d),
(f) or (h) of this Series Supplement. On each
Distribution Date, the Servicer shall instruct the Trustee and the Paying Agent
in writing to pay, and the Trustee or the Paying Agent shall pay, from the
Series 2004-4 Distribution Account (after the payment of interest to
Series 2004-4 Noteholders pursuant to this Section 3.4) to the
Surety Provider, an amount equal to the sum of (x) the Surety Provider Fee for
the related Interest Period and, without duplication, (y) any Surety Provider
Reimbursement Amounts then due and owing to the Surety Provider under the
Insurance Agreement.


 


Section 3.5                                      Payment of Note Principal.


 


(a)                                  Monthly Payments During Controlled
Amortization Period or Rapid Amortization Period. Commencing on the first Determination Date
after the commencement of the Series 2004-4 Controlled Amortization Period
or the Series 2004-4


 


50

















 


Rapid Amortization Period,
and on each Determination Date thereafter, the Servicer shall instruct the
Trustee and the Paying Agent in writing as to the amount allocated to the
Series 2004-4 Notes during the Related Month pursuant to Section 3.2(b)(ii) of
this Series Supplement and, as applicable, allocated pursuant to the last
sentence of Section 3.2(e) of this Series Supplement. On
the Distribution Date following each such Determination Date, the Trustee shall
withdraw the amount allocated to the Series 2004-4 Notes during the
Related Month pursuant to Section 3.2(b)(ii) of this
Series Supplement from the Series 2004-4 Collection Account and, as
applicable, withdraw the amount allocated pursuant to the last sentence of Section 3.2(e) of
this Series Supplement from the Series 2004-4 Excess Collection
Account and deposit such amounts, including any amounts reallocated to the
Series 2004-4 Notes from other Series of Group I Notes pursuant to
Section 5.2(c) of the Base Indenture, in the Series 2004-4
Distribution Account, to be paid to the holders of the Series 2004-4 Notes
until the Series 2004-4 Notes have been paid in full. The entire principal
amount of all Outstanding Series 2004-4 Notes shall be due and payable on
October 20, 2007. For purposes of the Series 2004-4 Controlled
Amortization Period, principal payments will be made on the Series 2004-4
Notes as set forth in this Series Supplement,  but no principal of the Series 2004-4
Notes will be considered “required to be paid” for purposes of the Base
Indenture or any other Series Supplement.


 


(b)                                 Final Distribution Date with Respect to
Series 2004-4 Notes. If
the amount to be deposited in the Series 2004-4 Distribution Account in
accordance with Section 3.5(a) of this Series Supplement
with respect to the Series 2004-4 Notes is less than the principal balance of the Outstanding
Series 2004-4 Notes on the Final Distribution Date, prior to
10:00 a.m. (New York City time) on the second Business Day prior to such
Final Distribution Date, the Servicer shall instruct the Trustee to withdraw
from the Series 2004-4 Reserve Account an amount equal to the lesser of
the Series 2004-4 Available Reserve Account Amount and the aggregate
amount of such insufficiency with respect to such Final Distribution Date and
deposit such amount in the Series 2004-4 Distribution Account on or prior
to such Final Distribution Date. The Trustee shall withdraw such amount from
the Series 2004-4 Reserve Account and deposit such amount in the
Series 2004-4 Distribution Account on or prior to such Final Distribution
Date. If the Series 2004-4 Available Reserve Account Amount is less than such
insufficiency and there are any Series 2004-4 Letters of Credit on such
date, prior to 10:00 a.m. (New York City time) on the second Business Day
prior to such Final Distribution Date, the Servicer shall instruct the Trustee
in writing to make a demand (the notice of any such demand, a “Demand Notice”)
on Vanguard for payment under the Series 2004-4 Demand Note in an amount
equal to the lesser of (i) such remaining insufficiency and (ii) the
Series 2004-4 Letter of Credit Amount. The Trustee shall, prior to 12:00
noon (New York City time) on the second Business Day preceding such Final
Distribution Date, deliver such Demand Notice to Vanguard; 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 and be
continuing, the Trustee shall not be required to deliver such Demand Notice to
Vanguard. The Trustee shall cause the proceeds of any


 


51

















 


demand on the
Series 2004-4 Demand Note to be deposited into the Series 2004-4
Distribution Account. In the event that either (x) on or prior to
10:00 a.m. (New York City time) on the Business Day immediately preceding
such Final Distribution Date, Vanguard shall have failed to pay to the Trustee
or deposit into the Series 2004-4 Distribution Account the amount
specified in a Demand Notice transmitted by the Trustee to Vanguard pursuant to
this Section 3.5(b) in whole or in part or (y) due to the
occurrence of 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, the Trustee shall not
have delivered such Demand Notice to Vanguard on the second Business Day
preceding such Final Distribution Date, the Trustee shall draw on the
Series 2004-4 Letters of Credit, by 12:00 noon (New York City time) on
such Business Day an amount equal to the lesser of (a) the amount that
Vanguard failed to pay under the Series 2004-4 Demand Note (or, the amount
that the Trustee failed to demand for payment thereunder) and (b) the
Series 2004-4 Letter of Credit Amount on such Business Day, by presenting
to each Series 2004-4 Letter of Credit Provider a draft accompanied by a
Certificate of Unpaid Demand Note Demand; provided, however that
if the Series 2004-4 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2004-4 Cash Collateral
Account and deposit in the Series 2004-4 Distribution Account an amount
equal to the lesser of (x) the Series 2004-4 Cash Collateral Percentage on
such Business Day of the amount that Vanguard failed to pay under the
Series 2004-4 Demand Note (or, the amount that the Trustee failed to
demand for payment thereunder) and (y) the Series 2004-4 Available Cash
Collateral Account Amount on such Business Day and draw an amount equal to the
remainder of the amount that Vanguard failed to pay under the
Series 2004-4 Demand Note (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 2004-4 Letters of Credit. The
Trustee shall deposit into, or cause the deposit of the proceeds of any draw on
the Series 2004-4 Letters of Credit and the proceeds of any withdrawal
from the Series 2004-4 Cash Collateral Account to be deposited in, the
Series 2004-4 Distribution Account. If, after giving effect to the deposit
into the Series 2004-4 Distribution Account of the amount to be deposited
in accordance with Section 3.5(a) of this
Series Supplement and the amounts described in the preceding three
sentences, the amount to be deposited in the Series 2004-4 Distribution
Account with respect to the Final Distribution Date with respect to the
Series 2004-4 Notes is or will be less than the principal balance of the
Outstanding Series 2004-4 Notes on the Final Distribution Date, the
Trustee shall make a demand on the Surety Bond by 12:00 p.m. (New York
City time) on the second Business Day preceding such Final Distribution Date in
an amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2004-4
Distribution Account. The Trustee shall apply the proceeds of a draw on the
Surety Bond pursuant to this Section 3.5(b) to the mandatory
redemption of the Series 2004-4 Notes on the Final Distribution Date
therefor and not for any other purpose. If for any reason such proceeds of a
draw on the Surety Bond are not used to make such redemption and remain with
the Trustee, the Trustee shall promptly return any such proceeds of a draw on
the Surety Bond that remain with the Trustee to the Surety Provider. The entire
principal amount of all Outstanding Series 2004-4 Notes shall be due and
payable on the Final Distribution Date.


 


52

















 


(c)                                  Principal Deficit Amount.


 


(i)                                     If, on any Determination Date, the Servicer
determines that the Principal Deficit Amount with respect to the next
succeeding Distribution Date will be greater than zero, prior to
10:00 a.m. (New York City time) on the second Business Day prior to such
Distribution Date, the Servicer shall instruct the Trustee in writing to
withdraw from the Series 2004-4 Reserve Account and deposit in the
Series 2004-4 Distribution Account on the following Distribution Date an
amount equal to the lesser of (x) the Series 2004-4 Available Reserve
Account Amount and (y) the Principal Deficit Amount. The Trustee shall withdraw
such amount from the Series 2004-4 Reserve Account and deposit such amount
in the Series 2004-4 Distribution Account on or prior to such Distribution
Date for allocation to the Series 2004-4 Notes in accordance with Section 3.5(d) of
this Series Supplement. If the Series 2004-4 Available Reserve
Account Amount is less than the Principal Deficit Amount and there are any
Series 2004-4 Letters of Credit on such date, prior to 10:00 a.m.
(New York City time) on the second Business Day prior to such Distribution Date,
the Servicer shall instruct the Trustee in writing to deliver a Demand Notice
to Vanguard demanding payment of an amount equal to the least of (A) the
outstanding principal amount of the Series 2004-4 Demand Note,
(B) the remaining Principal Deficit Amount (assuming the application of
the amount to be removed from the Series 2004-4 Reserve Account and
applied to reduce the Series 2004-4 Adjusted Invested Amount on the next
Distribution Date) and (C) the Series 2004-4 Letter of Credit
Liquidity Amount. The Trustee shall, prior to 12:00 noon (New York City time)
on the second Business Day preceding such Distribution Date, deliver such
Demand Notice to Vanguard; 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 and be continuing, the Trustee
shall not be required to deliver such Demand Notice to Vanguard. The Trustee
shall cause the proceeds of such demand on the Series 2004-4 Demand Note
to be deposited into the Series 2004-4 Distribution Account for allocation
to the Series 2004-4 Notes in accordance with Section 3.5(d) of
this Series Supplement. In the event that either (x) on or prior to
10:00 a.m. (New York City time) on the Business Day prior to such
Distribution Date, Vanguard shall have failed to pay to the Trustee or deposit
in the Series 2004-4 Distribution Account the amount specified in such
Demand Notice in whole or in part or (y) due to the occurrence of 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, the Trustee shall not have delivered such Demand
Notice to Vanguard on the second Business Day preceding such Distribution Date,
the Trustee shall draw on the Series 2004-4 Letters of Credit an amount
equal to the lesser of (A) Series 2004-4 Letter of Credit Amount and
(B) the amount that Vanguard failed to pay under the Series 2004-4
Demand Note (or the amount that the Trustee failed to demand for payment
thereunder) by presenting to each Series 2004-4 Letter of Credit


 


53

















 


Provider
a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided,
however, that if the Series 2004-4 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2004-4
Cash Collateral Account and deposit in the Series 2004-4 Distribution
Account an amount equal to the lesser of (x) the Series 2004-4 Cash
Collateral Percentage on such Business Day of the amount that Vanguard failed
to pay under the Series 2004-4 Demand Note (or the amount that the Trustee
failed to demand for payment thereunder) and (y) the Series 2004-4
Available Cash Collateral Account Amount on such Business Day and draw an
amount equal to the remainder of the amount that Vanguard failed to pay under
the Series 2004-4 Demand Note (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 2004-4 Letters of Credit. The
Trustee shall deposit into, or cause the deposit of the proceeds of any draw on
the Series 2004-4 Letters of Credit and the proceeds of any withdrawal from
the Series 2004-4 Cash Collateral Account to be deposited in, the
Series 2004-4 Distribution Account for allocation to the
Series 2004-4 Notes in accordance with Section 3.5(d) of
this Series Supplement.


 


(ii)                                  If, after giving effect to the deposits into
the Series 2004-4 Distribution Account of the amounts to be deposited in
accordance with clause (i) above, a Principal Deficit Amount
remains, the Trustee shall make a demand on the Surety Bond by 12:00 noon (New
York City time) on the second Business Day preceding such Distribution Date in
an amount equal to the Insured Principal Deficit Amount, if any, in accordance
with the terms thereof and shall cause the proceeds thereof to be deposited in
the Series 2004-4 Distribution Account for allocation to the Series 2004-4
Notes in accordance with Section 3.5(d) of this
Series Supplement.


 


(d)                                 Principal Allocations. On each Distribution Date occurring on or
after the date a withdrawal is made from the Series 2004-4 Collection
Account and, if applicable, the Series 2004-4 Excess Collection Account
pursuant to Section 3.5(a) of this Series Supplement or
amounts are deposited in the Series 2004-4 Distribution Account pursuant
to Section 3.2(f), 3.5(b) or 3.5(c) of this
Series Supplement, the Paying Agent shall, in accordance with
Section 6.1 of the Base Indenture, pay to each Series 2004-4
Noteholder on a pro  rata basis from the Series 2004-4
Distribution Account the amount deposited therein pursuant to Section 3.2(f),
3.5(a), 3.5(b) or 3.5(c) of this
Series Supplement, to the extent necessary to pay the Series 2004-4
Invested Amount during the Series 2004-4 Rapid Amortization Period.


 


(e)                                  Decreases. On any Business Day during the Series 2004-4 Revolving Period on
which a Decrease pursuant to Section 2.2 of this Series Supplement
shall be declared, the Trustee shall withdraw from the Series 2004-4
Excess Collection Account in accordance with the written instructions of the
Servicer an amount equal to the lesser of (i) the funds then allocated to
the Series 2004-4 Excess Collection Account (including proceeds from any
Increase) and any amounts allocated by ARG to the Series 2004-4 Excess
Collection Account pursuant to Section 3.2(d) of this
Series Supplement)and (ii)


 


54

















 


the amount of such Decrease,
and distribute such amount to the Series 2004-4 Noteholders as a payment
of principal.


 


Section 3.6                                      Payment by Wire Transfer.


 


On
each Distribution Date, pursuant to Section 6.1 of the Base Indenture and Sections
3.4 and 3.5 hereof, the Trustee shall cause the amounts (to the
extent received by the Trustee) set forth in Section 3.4 or 3.5
of this Series Supplement to be paid by wire transfer of immediately
available funds released from the Series 2004-4 Distribution Account no later
than 4:30 p.m. (New York City time) for credit to the account designated
by the Series 2004-4 Noteholders.


 


Section 3.7                                      Servicer’s Failure to Instruct the Trustee to
Make a Deposit or Payment.


 


If
the Servicer fails to give notice or instructions to make any payment required
to be given by the Servicer, at the time specified in the Indenture or any
other Related Document (including applicable grace periods), from the
Series 2004-4 Collection Account, the Series 2004-4 Excess Collection
Account, the Series 2004-4 Accrued Interest Account or the
Series 2004-4 Distribution Account (collectively, the “Series 2004-4
Accounts”) or deposit into a Series 2004-4 Account from any other
Series 2004-4 Account, and the Series 2004-4 Rapid Amortization
Period has commenced and is continuing, then the Surety Provider (for so long
as no Surety Default shall have occurred and be continuing) may provide
those instructions to the Trustee for making such payment from or deposit into
a Series 2004-4 Account. If the Servicer and the Surety Provider each have
failed to provide such instructions or a Surety Default has occurred and is
continuing, then the Trustee, to the extent that it has all of the necessary
information to make such payment or deposit, shall make such payment or deposit
without such notice or instruction from the Servicer or the Surety Provider, provided
that the Servicer, upon request of the Trustee, promptly provides the Trustee
with all information necessary to allow the Trustee to make such a payment or
deposit. When any payment or deposit hereunder or under any other Related
Document is required to be made by the Trustee at or prior to a specified time,
the Servicer shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time.


 


Section 3.8                                      Series 2004-4 Reserve Account.


 


(a)                                  Establishment of Series 2004-4 Reserve
Account. ARG shall establish
and maintain, or cause to be established and maintained, in the name of the
Trustee for the benefit of the Series 2004-4 Noteholders and the Surety
Provider, an account (the “Series 2004-4 Reserve Account”), bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2004-4 Noteholders and the Surety Provider. The
Series 2004-4 Reserve Account shall be maintained (i) with a
Qualified Institution or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as


 


55

















 


trustee for funds deposited
in the Series 2004-4 Reserve Account; provided, that, if
such account is maintained with a Qualified Institution and at any time such
institution fails to satisfy the definition of Qualified Institution, then ARG
shall, within 10 Business Days of such event, establish a new
Series 2004-4 Reserve Account with a new Qualified Institution or a new
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as
trustee for funds deposited in the Series 2004-4 Reserve Account. If a new
Series 2004-4 Reserve Account is established, ARG shall instruct the
Trustee in writing to transfer all cash and investments from the non-qualifying
Series 2004-4 Reserve Account into the new Series 2004-4 Reserve
Account. Initially, the Series 2004-4 Reserve Account will be established
with The Bank of New York.


 


(b)                                 Administration of the Series 2004-4
Reserve Account. ARG
may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2004-4 Reserve Account to invest funds on deposit
in the Series 2004-4 Reserve Account from time to time in Permitted
Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the first Distribution Date
with respect to the Series 2004-4 Notes following the date on which such
funds were received, unless any Permitted Investment held in the
Series 2004-4 Reserve Account is held with the Paying Agent, then such
investment may mature on such Distribution Date so long as such funds
shall be available for withdrawal on or prior to such Distribution Date. All
such Permitted Investments will be credited to the Series 2004-4 Reserve
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 2004-4 Reserve 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 the
Series 2004-4 Reserve Account shall remain uninvested.


 


(c)                                  Earnings from Series 2004-4 Reserve
Account. All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in
the Series 2004-4 Reserve Account shall be deemed to be on deposit therein
and available for distribution.


 


(d)                                 Series 2004-4 Reserve Account
Constitutes Additional Collateral for Series 2004-4 Notes. In order to secure and provide for the
payment of the ARG Obligations with respect to the Series 2004-4 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 2004-4 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):


 


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(i) the Series 2004-4
Reserve Account, including any security entitlement thereto; (ii) all
funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the
Series 2004-4 Reserve 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 2004-4 Reserve 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 2004-4 Reserve
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 2004-4
Reserve Account Collateral”). The Trustee, for the benefit of the
Series 2004-4 Noteholders and the Surety Provider, shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 2004-4 Reserve Account and in all proceeds thereof, and shall be
the only person authorized to originate entitlement orders in respect of the
Series 2004-4 Reserve Account. The Series 2004-4 Reserve Account
Collateral shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2004-4 Noteholders and the Surety Provider.


 


(e)                                  Series 2004-4 Reserve Account Surplus. In the event that the Series 2004-4
Reserve Account Surplus on any date with respect to the Series 2004-4
Notes is greater than zero, the Trustee, acting in accordance with the written
instructions of the Servicer, shall withdraw such excess amount from the
Series 2004-4 Reserve Account and shall pay such excess amount to ARG.


 


(f)                                    Unpaid Fee Amounts. If, on any Distribution Date after the
occurrence and during the continuance of a Series 2004-4 ARG Liquidation
Event, there are any unpaid fees and/or expenses due and owing to the Trustee
hereunder (the “Trustee Unpaid Fee Amount”), and/or the Master
Collateral Agent has demanded payment by the Trustee of unpaid fees and/or
expenses due and owing to the Master Collateral Agent (the “MCA Unpaid Fee
Amount”), and/or the Disposition Agent has demanded payment by the Trustee
of unpaid fees and/or expenses due and owing to the Disposition Agent (the “Disposition
Agent Unpaid Fee Amount”, and together with the Trustee Unpaid Fee Amount
and the MCA Unpaid Fee Amount, the “Unpaid Fee Amounts”) (after giving
effect to all payments in respect thereof required to be made on such
Distribution Date pursuant to any of the Related Documents), the Trustee shall
withdraw from the Series 2004-4 Reserve Account an amount equal to the
least of (a) the excess of (x) 1.1% of the Series 2004-4 Required
Aggregate Asset Amount, as of the date of the occurrence of such
Series 2004-4 ARG Liquidation Event, over (y) the aggregate of the amounts
previously withdrawn under this Section 3.8(f) of this
Series Supplement in respect of fees due and owing to the Trustee, the
Master Collateral Agent and the Disposition Agent, (b) the
Series 2004-4 Percentage on such Distribution Date of the amount of such
fees and/or expenses and (c) the Series 2004-4 Available Reserve
Account Amount on such Distribution Date, and pay such amount ratably to the
Trustee, the Master Collateral


 


57

















 


Agent and the Disposition
Agent on the basis of the Trustee Unpaid Fee Amount, the MCA Unpaid Fee Amount
and the Disposition Agent Unpaid Fee Amount as of such Distribution Date.


 


(g)                                 Termination of Series 2004-4 Reserve
Account. Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the Servicer,
after the prior payment of all amounts owing to the Series 2004-4
Noteholders and to the Surety Provider and payable from the Series 2004-4
Reserve Account as provided herein, shall withdraw from the Series 2004-4
Reserve Account all amounts on deposit therein for payment to ARG.


 


Section 3.9                                      Series 2004-4 Letter of Credit and
Series 2004-4 Cash Collateral Account.


 


(a)                                  Series 2004-4 Letters of Credit and
Series 2004-4 Cash Collateral Account Constitutes Additional Collateral for
Series 2004-4 Notes. In
order to secure and provide for the payment of the ARG Obligations with respect
to the Series 2004-4 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 2004-4 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 2004-4 Cash Collateral Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2004-4 Cash
Collateral Account from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the
Series 2004-4 Cash Collateral 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 2004-4 Cash Collateral 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 2004-4
Cash Collateral 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 (ii) through (vi) are referred to, collectively, as the “Series 2004-4
Cash Collateral Account Collateral”). The Trustee shall, for the benefit of
the Series 2004-4 Noteholders and the Surety Provider, possess all right,
title and interest in all funds on deposit from time to time in the
Series 2004-4 Cash Collateral Account and in all proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2004-4 Cash Collateral Account. The Series 2004-4 Cash
Collateral Account Collateral shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2004-4 Noteholders and the
Surety Provider.


 


(b)                                 Series 2004-4 Letter of Credit
Expiration Date. Prior to
the date which is ten (10) days prior to the then scheduled
Series 2004-4 Letter of Credit Expiration Date with respect to any
Series 2004-4 Letter of Credit, the Servicer shall (i) determine
whether, excluding the amount available to be drawn under such
Series 2004-4 Letter of Credit but taking into account each substitute
Series 2004-4 Letter of Credit which has


 


58

















 


been obtained from a Series 2004-4
Eligible Letter of Credit Provider and is in full force and effect on such date
there would be any Series 2004-4 Enhancement Deficiency or any Series 2004-4
Liquidity Deficiency, (ii) notify the Trustee in writing no later than two
Business Days prior to such Series 2004-4 Letter of Credit Expiration Date
of such determination and (iii) direct the Trustee to draw on such
expiring Series 2004-4 Letter of Credit in an amount equal to the lesser
of (x) the greater of (1) the excess, if any, of the Series 2004-4
Required Enhancement Amount over the Series 2004-4 Enhancement Amount,
excluding the available amount under such expiring Series 2004-4 Letter of
Credit, on such date and (2) the excess, if any, of the Series 2004-4
Required Liquidity Amount over the Series 2004-4 Liquidity Amount,
excluding the available amount under such expiring Series 2004-4 Letter of
Credit, on such date and (y) the amount available to be drawn on such expiring Series 2004-4
Letter of Credit, on such date. Upon receipt of such notice by the Trustee on
or prior to 10:00 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day
(or, in the case of any notice given to the Trustee after 10:00 a.m. (New
York City time), by 12:00 p.m. (New York City time) on the next following
Business Day), draw the lesser of the amounts set forth in clauses (x)
and (y) above on such Series 2004-4 Letter of Credit by presenting
a draft accompanied by a Certificate of Termination Demand and shall cause the
Termination Disbursement to be deposited in the Series 2004-4 Cash
Collateral Account.


 


If the Trustee does not receive
the notice from the Servicer described in the first paragraph of this Section 3.9(b) on
or prior to the date that is two Business Days prior to each Series 2004-4
Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day draw the full amount of such Series 2004-4
Letter of Credit by presenting a draft accompanied by a Certificate of
Termination Demand and shall cause the Termination Disbursement to be deposited
in the Series 2004-4 Cash Collateral Account.


 


(c)                                  Series 2004-4
Letter of Credit Providers. The Servicer shall notify the Trustee and the
Surety Provider in writing within one Business Day of becoming aware that the
long-term debt credit rating of any Series 2004-4 Letter of Credit
Provider has fallen below “A+” as determined by Standard & Poor’s or “A1”
as determined by Moody’s or that the short-term debt rating of any Series 2004-4
Letter of Credit Provider has fallen below P-1. At such time the Servicer shall
also notify the Trustee of (i) the greater of (A) the excess, if any,
of the Series 2004-4 Required Enhancement Amount over the Series 2004-4
Enhancement Amount, excluding the available amount under the Series 2004-4
Letter of Credit issued by such Series 2004-4 Letter of Credit Provider,
on such date and (B) the excess, if any, of the Series 2004-4
Required Liquidity Amount over the Series 2004-4 Liquidity Amount,
excluding the available amount under such Series 2004-4 Letter of Credit,
on such date, and (ii) the amount available to be drawn on such Series 2004-4
Letter of Credit on such date. Upon receipt of such notice by the Trustee on or
prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee
shall, by 12:00 p.m. (New


 


59

















 


York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m.
(New York City time), by 12:00 p.m. (New York City time) on the next
following Business Day), draw on such Series 2004-4 Letter of Credit in an
amount equal to the lesser of the amount in clause (i) or clause
(ii) of the immediately preceding sentence on such Business Day by
presenting a draft accompanied by a Certificate of Termination Demand and shall
cause the Termination Disbursement to be deposited in the Series 2004-4
Cash Collateral Account.


 


(d)                                 Termination
Date Demands on the Series 2004-4 Letters of Credit. Prior to 10:00 a.m.
(New York City time) on the second Business Day prior to the Series 2004-4
Letter of Credit Termination Date, the Servicer shall determine the Series 2004-4
Demand Note Payment Amount, if any, as of the Series 2004-4 Letter of
Credit Termination Date and, if the Series 2004-4 Demand Note Payment
Amount is greater than zero, instruct the Trustee in writing to draw on the Series 2004-4
Letters of Credit. Upon receipt of any such notice by the Trustee on or prior
to 11:00 a.m. (New York City time) on a Business Day, the Trustee shall,
by 12:00 noon (New York City time) on such Business Day draw an amount equal to
the lesser of (i) the Series 2004-4 Demand Note Payment Amount and (ii) the
Series 2004-4 Letter of Credit Liquidity Amount on the Series 2004-4
Letters of Credit by presenting to each Series 2004-4 Letter of Credit
Provider a draft accompanied by a Certificate of Termination Date Demand and
shall cause the Termination Date Disbursement to be deposited in the Series 2004-4
Cash Collateral Account; provided, however that if the Series 2004-4
Cash Collateral Account has been established and funded, the Trustee shall draw
an amount equal to the product of 100% minus the Series 2004-4 Cash
Collateral Percentage on such Business Day on the Series 2004-4 Letters of
Credit.


 


(e)                                  Draws
on the Series 2004-4 Letters of Credit. If there is more than one Series 2004-4
Letter of Credit on the date of any draw on the Series 2004-4 Letters of
Credit pursuant to the terms of this Series Supplement, the Servicer shall
instruct the Trustee, in writing, to draw on each Series 2004-4 Letter of
Credit in an amount equal to the Pro Rata Share of the Series 2004-4
Letter of Credit Provider issuing such Series 2004-4 Letter of Credit of
the amount of such draw on the Series 2004-4 Letters of Credit.


 


(f)                                    Establishment
of Series 2004-4 Cash Collateral Account. On or prior to the date of
any drawing under a Series 2004-4 Letter of Credit pursuant to Section 3.9(b),
(c), (d) or (e) above, ARG shall establish and
maintain, or cause to be established and maintained, in the name of the Trustee
for the benefit of the Series 2004-4 Noteholders and the Surety Provider,
an account (the “Series 2004-4 Cash Collateral Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2004-4 Noteholders and the Surety Provider. The Series 2004-4
Cash Collateral Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate
trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the Series 2004-4
Cash Collateral Account; provided, that, if such account is
maintained with a Qualified Institution and at any time such institution fails
to satisfy the definition of Qualified Institution, then ARG shall, within 10
Business Days of such event, establish a new Series 2004-4 Cash Collateral
Account with a new Qualified Institution or a new


 


60

















 


segregated trust account
with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 2004-4 Cash Collateral Account. If a new Series 2004-4
Cash Collateral Account is established, ARG shall instruct the Trustee in
writing to transfer all cash and investments from the non-qualifying Series 2004-4
Cash Collateral Account into the new Series 2004-4 Cash Collateral
Account.


 


(g)                                 Administration
of the Series 2004-4 Cash Collateral Account. ARG may instruct
(by standing instructions or otherwise) the institution maintaining the Series 2004-4
Cash Collateral Account to invest funds on deposit in the Series 2004-4
Cash Collateral Account from time to time in Permitted Investments; provided,
however, that any such investment shall mature not later than the
Business Day prior to the first Distribution Date with respect to the Series 2004-4
Notes following the date on which such funds were received, unless any
Permitted Investment held in the Series 2004-4 Cash Collateral 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 will be
credited to the Series 2004-4 Cash Collateral 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 2004-4
Cash Collateral 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 the Series 2004-4 Cash Collateral Account
shall remain uninvested.


 


(h)                                 Earnings
from Series 2004-4 Cash Collateral Account. All interest and earnings
(net of losses and investment expenses) paid on funds on deposit in the Series 2004-4
Cash Collateral Account shall be deemed to be on deposit therein and available
for distribution.


 


(i)                                     Series 2004-4
Cash Collateral Account Surplus. In the event that the Series 2004-4
Cash Collateral Account Surplus on any Distribution Date (or, after the Series 2004-4
Letter of Credit Termination Date, on any date) is greater than zero, the
Trustee, acting in accordance with the written instructions of the Servicer,
shall withdraw from the Series 2004-4 Cash Collateral Account an amount
equal to the Series 2004-4 Cash Collateral Account Surplus and shall pay
such amount:  first, pro  rata
to the Series 2004-4 Letter of Credit Providers, for application in
accordance with the provisions of the related Series 2004-4 Reimbursement
Agreement, and, second, to ARG any remaining amount.


 


61

















 


(j)                                     Post-Series 2004-4
Letter of Credit Termination Date Withdrawals from the Series 2004-4 Cash
Collateral Account. If the Surety Provider notifies the Trustee in writing
that the Surety Provider shall have paid a Preference Amount (as defined in the
Surety Bond) under the Surety Bond, subject to the satisfaction of the
conditions set forth in the next succeeding sentence, the Trustee shall
withdraw from the Series 2004-4 Cash Collateral Account and pay to the
Surety Provider an amount equal to the lesser of (i) the Series 2004-4
Available Cash Collateral Account Amount on such date and (ii) such
Preference Amount. Prior to any withdrawal from the Series 2004-4 Cash
Collateral Account pursuant to this Section 3.9(j), the Trustee
shall have received a certified copy of the order requiring the return of such
Preference Amount.


 


(k)                                  Termination
of Series 2004-4 Cash Collateral Account. Upon payment in full of all
obligations under or in respect of the Series 2004-4 Commercial Paper (in
respect of interest, principal and commitment fees), the Trustee, acting in
accordance with the written instructions of the Servicer, after the prior
payment of all amounts owing to the Series 2004-4 Noteholders and to the
Surety Provider and payable from the Series 2004-4 Cash Collateral Account
as provided herein, shall withdraw from the Series 2004-4 Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 3.9(i) above) and shall pay such amounts:   first, pro rata to the Series 2004-4
Letter of Credit Providers, for application in accordance with the provisions
of the related Series 2004-4 Reimbursement Agreement, and second,
to ARG any remaining amount.


 


Section 3.10                                The
Series 2004-4 Demand Note and Series 2004-4 Interest Rate Cap .


 


(a)                                  In
order to secure and provide for the repayment and payment of the obligations of
ARG with respect to the Series 2004-4 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 2004-4 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 2004-4 Demand Note; (ii) all
certificates and instruments, if any, representing or evidencing the Series 2004-4
Demand Note; (iii) the Series 2004-4
Interest Rate Cap or any replacement thereof; and (iv) all proceeds
of any and all of the foregoing, including, without limitation, cash (the items
in the foregoing clauses (i) through (iv) are referred
to, collectively, as the “Series 2004-4 Demand Note/Interest Rate Cap
Collateral”). On the Series 2004-4
Closing Date, ARG shall deliver to the Trustee, for the benefit of the Series 2004-4
Noteholders and the Surety Provider, the Series 2004-4 Demand Note,
endorsed in blank. The Trustee, for the benefit of the Series 2004-4
Noteholders and the Surety Provider (but solely in accordance with the
provisions of this Series Supplement), and ARG shall be the only Persons
authorized to make a demand for payment on the Series 2004-4 Demand Note.


 


(b)                                 If,
at any time, an Interest Rate Cap Provider does not have (x) a short-term
unsecured debt rating of at least “A-1” and (y) a long-term unsecured debt
rating of at least “A+” or a counterparty rating of “AAA”, in each case, from
Standard and Poor’s,


 


62

















 


then ARG will cause the
Interest Rate Cap Provider within 30 days following such occurrence (unless
within such period Standard & Poor’s has reaffirmed the immediately
prior ratings of the Series 2004-4 Notes), at the Interest Rate Cap
Provider’s expense, to do one of the following (the choice of such action to be
determined by the Interest Rate Cap Provider): (i) obtain a replacement
interest rate cap on the same terms as the Series 2004-4 Interest Rate Cap
to be replaced (or with such modifications as are acceptable to the Surety
Provider) from a Qualified Interest Rate Cap Provider, and simultaneously with
such replacement ARG shall terminate the Series 2004-4 Interest Rate Cap
being replaced, (ii) obtain a guaranty from, or contingent agreement of,
(in each case in form and substance acceptable to the Surety Provider)
another person who qualifies as a Qualified Interest Rate Cap Provider to honor
the Interest Rate Cap Provider’s obligations under the Series 2004-4
Interest Rate Cap in accordance with its terms and written confirmation from
Standard & Poor’s that the substantive terms of the guaranty agreement
are sufficient to maintain or restore the immediately prior ratings of the Series 2004-4
Notes, (iii) post and maintain collateral upon terms acceptable to the
Surety Provider, (iv) satisfy the following Standard & Poor’s requirements: (a) post the sum of (1) greater
of the mark-to-market, and zero (if swap is out of the money) and (2) the
Volatility Buffer (as set forth in Schedule I hereto); (b) calculate
the mark-to-market calculation on a weekly basis (with a top up to the collateral,
if necessary), with external verification of any internal marks done monthly by
an independent third party; (c) all costs associated with the posting and
mark-to-market shall be borne by counterparty, and (d) Standard &
Poor’s has confirmed in writing is sufficient to maintain or restore the
immediately prior ratings of the Series 2004-4 Notes or (v) enter
into any arrangement satisfactory to Standard & Poor’s, Moody’s and
the Surety Provider which is sufficient to maintain or restore the immediately
prior ratings of the Series 2004-4 Notes; provided that no
termination of the Series 2004-4 Interest Rate Cap shall occur until ARG
has entered into a replacement Series 2004-4 Interest Rate Cap with a
Qualified Interest Rate Cap Provider. If ARG is unable to cause such Series 2004-4
Interest Rate Cap Provider to take any of the actions described in clauses
(i), (ii), (iii),  (iv) or (v) of the
preceding sentence after making commercial reasonable efforts, ARG will obtain
a replacement Series 2004-4 Interest Rate Cap at the expense of the
replaced Series 2004-4 Interest Rate Cap Provider or, if the replaced
Interest Rate Cap Provider fails to make such payment, at the expense of ARG
(in which event, such amount will be considered Carrying Charges and paid solely
from Interest Collections available pursuant to Section 3.3(g) of
this Series Supplement).


 


(c)                                  If,
at any time, an Interest Rate Cap Provider is not a Moody’s Qualified Interest
Rate Cap Provider, then ARG will cause the Interest Rate Cap Provider within 30
days following such occurrence, at such Interest Rate Cap Provider’s expense to
do one of the following (the choice of such action to be determined by the
Interest Rate Cap Provider: (i) enter into a replacement Series 2004-4
Interest Rate Cap with a Qualified Interest Rate Cap Provider on substantially
similar terms to the Series 2004-4 Interest Rate Cap being replaced and
simultaneously with such replacement, ARG shall terminate the Series 2004-4
Interest Rate Cap being replaced or (ii) obtain a guaranty from, or
contingent agreement of, (in each case in form and substance acceptable to
the Surety


 


63

















 


Provider) another person
who qualifies as a Qualified Interest Rate Cap Provider, (iii) post and
maintain collateral upon terms acceptable to the Surety Provider, which is
sufficient to maintain or restore the immediately prior ratings of the Series 2004-4
Notes or (iv) enter into any arrangement satisfactory to Standard &
Poor’s, Moody’s and the Surety Provider, which is sufficient to maintain or
restore the immediately prior ratings of the Series 2004-4 Notes.


 


(d)                                 ARG
shall require all Series 2004-4 Interest Rate Cap Proceeds to be paid to,
and the Trustee shall allocate all Series 2004-4 Interest Rate Cap
Proceeds to, the Series 2004-4 Accrued Interest Account or the Series 2004-4
Collection Account.


 


(e)                                  If
at any time the Issuer wishes to enter into a Series 2004-4 Interest Rate
Cap, it shall provide to Moody’s a form of such Series 2004-4
Interest Rate Cap at least 10 Business Days prior to entering into such Series 2004-4
Interest Rate Cap and shall obtain from Moody’s a confirmation of the then
current rating assigned to the Series 2004-4 Notes by Moody’s. In
connection with such rating confirmation Moody’s shall inform the Issuer
as to whether there will be any adjustment to the definitions of “Series 2004-4
Hedging Enhancement Adjustment Amount” and “Series 2004-4 Hedging
Liquidity Adjustment Amount.”


 


Section 3.11                                Series 2004-4
Distribution Account.


 


(a)                                  Establishment
of Series 2004-4 Distribution Account. The Trustee shall establish and
maintain, or cause to be established and maintained, in the name of the Trustee
for the benefit of the Series 2004-4 Noteholders and the Surety Provider,
an account (the “Series 2004-4 Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2004-4 Noteholders and the Surety Provider. The Series 2004-4
Distribution Account shall be maintained (i) with a Qualified Institution
or (ii) as a segregated trust account with the corporate trust department
of a depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Series 2004-4 Distribution
Account; provided, that, if such account is maintained with a
Qualified Institution and at any time such institution fails to satisfy the
definition of Qualified Institution, then ARG shall, within 10 Business Days of
such event, establish a new Series 2004-4 Distribution Account with a new
Qualified Institution or a new segregated trust account with the corporate
trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the Series 2004-4
Distribution Account. If a new Series 2004-4 Distribution Account is
established, ARG shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Series 2004-4 Distribution Account
into the new Series 2004-4 Distribution Account. Initially, the Series 2004-4
Distribution Account will be established with The Bank of New York.


 


(b)                                 Administration
of the Series 2004-4 Distribution Account. ARG may instruct (by
standing instructions or otherwise) the institution maintaining the Series 2004-4
Distribution Account to invest funds on deposit in the Series 2004-4
Distribution Account from time to time in Permitted Investments; provided,
however, that any such


 


64

















 


investment shall mature
not later than the Business Day prior to the first Distribution Date following
the date on which such funds were received, unless any Permitted Investment
held in the Series 2004-4 Distribution 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 will be credited to the Series 2004-4
Distribution 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 2004-4 Distribution 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 purchase price of such Permitted Investments. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2004-4
Distribution Account shall remain uninvested.


 


(c)                                  Earnings
from Series 2004-4 Distribution Account. On each Distribution Date,
all interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2004-4 Distribution Account shall be distributed
to ARG.


 


(d)                                 Series 2004-4
Distribution Account Constitutes Additional Collateral for Series 2004-4
Notes. In order to secure and provide for the payment of the ARG
Obligations with respect to the Series 2004-4 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 2004-4 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 2004-4 Distribution
Account, including any security entitlement thereto; (ii) all funds on
deposit in the Series 2004-4 Distribution Account from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2004-4 Distribution 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 2004-4 Distribution 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 2004-4
Distribution 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 2004-4
Distribution Account Collateral”). The Trustee shall, for the benefit of
the Series 2004-4 Noteholders and the Surety Provider, possess all right,
title and interest in all funds on deposit from time to time in the Series 2004-4
Distribution Account and in all


 


65

















 


proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2004-4 Distribution Account. The Series 2004-4
Distribution Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2004-4 Noteholders and the Surety
Provider.


 


Section 3.12                                Appointment
of Enhancement Agent.


 


The Bank of New York is hereby appointed to act as
Enhancement Agent in respect of any Series 2004-4 Letter of Credit and The
Bank of New York hereby accepts such appointment and agrees to hold each Series 2004-4
Letter of Credit as beneficiary on behalf of the Trustee pursuant to the terms
hereof and to make draws thereon pursuant to the terms of such Series 2004-4
Letter of Credit and this Series Supplement. The Enhancement Agent shall
promptly follow the instructions of the Trustee to make a claim under the Series 2004-4
Letter of Credit or a withdrawal from the Series 2004-4 Cash Collateral
Account. The Enhancement Agent shall have all the rights of the Trustee under
Sections 10.2 and 10.3 of the Base Indenture. The Enhancement Agent hereby
acknowledges and agrees to perform the duties set forth with respect to
the Enhancement Agent in each Series 2004-4 Letter of Credit Agreement.
Notwithstanding anything to the contrary contained in this Series Supplement
or the Base Indenture, (i) the Servicer shall be solely responsible for
payment of the fees of the Enhancement Agent and such fees shall not be paid
out of the fees otherwise payable to the Trustee, (ii) the Servicer shall
indemnify the Enhancement Agent to the same extent as the Servicer’s
indemnification of the Trustee pursuant to Section 15.2 of the Leases and (iii) the
Trustee shall not be responsible for the acts or omissions of the Enhancement
Agent.


 


ARTICLE IV



AMORTIZATION EVENTS


 


Section 4.1                                      Amortization
Events.


 


In addition to the Amortization
Events set forth in Section 9.1 of the Base Indenture, the following shall
be Amortization Events with respect to the Series 2004-4 Notes (the “Series 2004-4
Amortization Events”) and shall constitute the Amortization Events set
forth in Section 9.1(d) of the Base Indenture with respect to the Series 2004-4
Notes:


 


(a)                                  ARG
defaults in the payment of any interest on, or other amount payable in respect
of, the Series 2004-4 Notes when the same becomes due and payable and such
default continues for a period of five (5) Business Days;


 


(b)                                 ARG
defaults in the payment of any principal of the Series 2004-4 Notes when
the same becomes due and payable and such default continues for a period of one
(1) Business Day;


 


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(c)                                  a
Series 2004-4 Enhancement Deficiency shall occur and continue for at least
two (2) Business Days;


 


(d)                                 a
Series 2004-4 Liquidity Deficiency shall occur and continue for at least
two (2) Business Days;


 


(e)                                  the
Series 2004-4 Overcollateralization Amount shall be less than the Series 2004-4
Required Overcollateralization Amount for at least two (2) Business Days;


 


(f)                                    an
Aggregate Asset Amount Deficiency shall occur and continue for at least two (2) Business
Days;


 


(g)                                 the
Series 2004-4 Reserve Account, the Series 2004-4 Collection Account
or the Series 2004-4 Excess Collection Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Permitted Liens) for
at least two Business Days and either a Series 2004-4 Enhancement Deficiency
or a Series 2004-4 Liquidity Deficiency would result from excluding the
amount on deposit in any such account that is subject to an injunction,
estoppel or other stay or a Lien (other than Permitted Liens) from the Series 2004-4
Enhancement Amount or the Series 2004-4 Liquidity Amount, to the extent
applicable;


 


(h)                                 from
and after the funding of the Series 2004-4 Cash Collateral Account, such Series 2004-4
Cash Collateral Account shall be subject to an injunction, estoppel or other
stay or a Lien (other than Permitted Liens) for at least two Business Days and
either a Series 2004-4 Enhancement Deficiency or a Series 2004-4
Liquidity Deficiency would result from excluding the amount on deposit in the Series 2004-4
Cash Collateral Account from the Series 2004-4 Enhancement Amount or the Series 2004-4
Liquidity Amount;


 


(i)                                     the
Trustee shall make a demand for payment under the Surety Bond;


 


(j)                                     the
occurrence of an Event of Bankruptcy with respect to the Surety Provider;


 


(k)                                  the
Surety Provider fails to honor a demand for payment in accordance with the
requirements of the Surety Bond;


 


(l)                                     all
principal of and interest on the Series 2004-4 Notes is not paid in full
on or before the Final Distribution Date;


 


(m)                               ARG
fails to comply with any of its other agreements or covenants in, or provisions
of, the Series 2004-4 Notes or the Indenture and the failure to so comply
materially and adversely affects the interests of the Series 2004-4
Noteholders and continues to materially and adversely affect the interests of
the Series 2004-4 Noteholders for a period of forty-five (45) days after
the earlier of (i) the date on which ARG obtains knowledge thereof or (ii) the
date on which written notice of such failure, requiring the


 


67

















 


same to be remedied,
shall have been given to ARG by the Trustee or to ARG and the Trustee by the
Required Noteholders;


 


(n)                                 any
representation made by ARG in the Indenture or any Related Document is false
and such false representation materially and adversely affects the interests of
the Series 2004-4 Noteholders and such false representation is not cured
for a period of forty-five (45) days after the earlier of (i) the date on
which ARG obtains knowledge thereof or (ii) the date that written notice
thereof is given to ARG by the Trustee or to ARG and the Trustee by the
Required Noteholders;


 


(o)                                 a
Leasing Company Amortization Event shall have occurred and be continuing with
respect to all of the Leasing Company Notes;


 


(p)                                 any
of the Related Documents (other than any Related Document relating solely to
another Series of Notes) or any material portion thereof shall not be in
full force and effect, enforceable in accordance with its terms (other than (i) any
such  Related Document that has been
terminated in accordance with its terms or (ii) any Manufacturer Program
that is not in full force and effect or that is unenforceable in accordance
with its terms to the extent that no Series 2004-4 Enhancement Deficiency
results from redesignating each Series 2004-4 Program Vehicle subject to
such Manufacturer Program as a Series 2004-4 Non-Program Vehicle) or ARG
shall so assert in writing;


 


(q)                                 any
Series 2004-4 Letter of Credit shall not be in full force and effect for
at least two (2) Business Days and either (x) a Series 2004-4
Enhancement Deficiency would result from excluding such Series 2004-4
Letter of Credit from the Series 2004-4 Enhancement Amount or (y) a Series 2004-4  Liquidity Deficiency would result from
excluding such Series 2004-4 Letter of Credit from the Series 2004-4
Liquidity Amount, to the extent applicable;


 


(r)                                    all
principal of and interest on the Series 2004-4 Notes is not paid in full
on or before October 20, 2007;


 


(s)                                  ARG
or the Servicer (acting at the direction, or on behalf, of ARG) fails to
provide or maintain in force a Series 2004-4 Interest Rate Cap with a
strike rate equal to 8.00% per annum within thirty (30) days of the Eurodollar
Rate exceeding 7.00%;


 


(t)                                    ARG
agrees or consents to any assignment, modification or amendment of the Escrow
Agreement without the consent of the Surety Provider (for so long as no Surety
Default shall have occurred and be continuing); or


 


(u)                                 ARG
agrees or consents to any amendment or assignment of or waiver under the Master
Exchange Agreement without the consent of the Surety Provider (for so long as
no Surety Default shall have occurred and be continuing).


 


In the case of


 


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(i) any event described in clauses (a) through (l), (o), (q) and (r)
above, an Amortization Event with respect to the Series 2004-4
Notes shall immediately occur without any notice or other action on the part of
the Trustee or any Series 2004-4 Noteholder; or


 


(ii) any event described in clauses (m), (n)
, (p), (s), (t) or (u) above, either the
Trustee or  the Required Noteholders may,
by written notice to ARG, declare that an Amortization Event with respect to
the Series 2004-4 Notes has occurred as of the date of the notice. Amortization
Events with respect to the Series 2004-4 Notes described in clauses (a) through (l), (o), (q) and (r) above will be
subject to waiver by 100% of the Series 2004-4 Noteholders. An
Amortization Event with respect to the Series 2004-4 Notes described in clauses
(m), (n) , (p),(s), (t) or (u)  above shall be subject to waiver in accordance
with Section 9.4 of the Base Indenture.


 


ARTICLE V



[RESERVED]


 


ARTICLE VI



FORM OF SERIES 2004-4 NOTES


 


The Series 2004-4 Notes will be issued in fully
registered form without interest coupons, substantially in the form set
forth in Exhibit A hereto, and will be sold to the Series 2004-4
Noteholders and shall be duly executed by ARG and authenticated by the Trustee
in the manner set forth in Section 2.4 of the Base Indenture. Other
than in accordance with the Base Indenture, the Series 2004-4 Notes will
not be permitted to be transferred, assigned, exchanged or otherwise pledged or
conveyed by the Series 2004-4 Noteholders. The Series 2004-4 Notes
shall bear a face amount equal to the Series 2004-4 Maximum Invested
Amount, and shall be initially issued in a principal amount equal to the Series 2004-4
Initial Invested Amount. The Trustee shall, or shall cause the Registrar, to
record any Increases or Decreases with respect to the Series 2004-4
Invested Amount such that the principal amount of the Series 2004-4 Notes
Outstanding accurately reflects all such Increases and Decreases.


 


ARTICLE VII



TERMINATION OF SERIES SUPPLEMENT


 


Section 7.1                                      Termination
of Series Supplement.


 


(a)                                  This
Series Supplement shall cease to be of further effect when all Outstanding
Series 2004-4 Notes theretofore authenticated and issued have been
delivered (other than destroyed, lost or stolen Series 2004-4 Notes which
have been


 


69

















 


replaced or paid) to the
Trustee for cancellation, ARG has paid all sums due and payable hereunder, the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts due under the Insurance Agreement and, if the Series 2004-4
Demand Note Payment on the Series 2004-4 Letter of Credit Termination Date
was greater than zero, all amounts have been withdrawn from the Series 2004-4
Cash Collateral Account in accordance with Section 2.8(j) of this Series Supplement.


 


ARTICLE VIII


 


GENERAL


 


Section 8.1                                      Optional
Repurchase of Series 2004-4 Notes. The Series 2004-4 Notes shall
be subject to repurchase (in whole) by ARG at its option, upon one (1) Business
Day’s prior written notice to the Trustee, in accordance with Section 6.2
of the Base Indenture at any time; provided, however, that, as a
condition precedent to any repurchase, on or prior to the date on which any Series 2004-4
Note is repurchased by ARG pursuant to this Section 8.1, ARG shall
pay the Surety Provider all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts due and unpaid as of such date. The repurchase price for
any Series 2004-4 Note (in each case, the “Series 2004-4
Repurchase Amount”) shall equal the sum of (a) the aggregate
outstanding principal balance of such Series 2004-4 Notes (determined
after giving effect to any payments of principal and interest on the
Distribution Date immediately preceding the date of purchase pursuant to this Section 8.1),
plus (b) (i) with respect to the portion of such principal balance
which was funded with Series 2004-4 Commercial Paper issued at a discount,
all accrued and unpaid discount on such Series 2004-4 Commercial Paper
from the issuance date(s) thereof to the date of purchase under this Section 8.1
and the aggregate discount to accrue on such Series 2004-4 Commercial Paper
from the date of purchase under this Section 8.1 to the maturity
date of such Series 2004-4 Commercial Paper, or (ii) with respect to
the portion of such principal balance which was funded with Series 2004-4
Commercial Paper that was not issued at a discount, all accrued and unpaid
interest on such Series 2004-4 Commercial Paper from the issuance date(s)
thereof to the date of purchase under this Section 8.1 (and any
breakage costs associated with the prepayment of such interest-bearing Series 2004-4
Commercial Paper), or (iii) with respect to the portion of such principal
balance which was funded other than with Series 2004-4 Commercial Paper,
all accrued and unpaid interest on such principal balance through the date of
purchase under this Section 8.1, plus (c) any other amounts
then due and payable to the holders of such Series 2004-4 Notes pursuant
hereto and pursuant to the Series 2004-4 Note Purchase Agreement.


 


Section 8.2                                      Information.


 


(a)                                  On
or before each Determination Date, ARG shall furnish, or cause to be furnished,
to the Trustee and the Paying Agent a Monthly Noteholders’ Statement with
respect to the Series 2004-4 Notes, substantially in the form of Exhibit E,
setting forth, inter  alia, the following information:


 


70

















 


(i)                                     the
Series 2004-4 Invested Percentage with respect to Interest Collections and
with respect to Principal Collections for the period from and including the
second Determination Date preceding such Distribution Date to but excluding the
Determination Date immediately preceding such Distribution Date;


 


(ii)                                  the
Series 2004-4 Enhancement Amount and the Series 2004-4 Liquidity
Amount, in each case, as of the close of business on the Determination Date
immediately preceding such Distribution Date;


 


(iii)                               whether,
to the knowledge of the Servicer, any Lien exists on any of the Series 2004-4
Collateral (other than Permitted Liens);


 


(iv)                              whether
any Leasing Company Amortization Event or Lease Event of Default has occurred;


 


(v)                                 whether
any Amortization Event or Potential Amortization Event with respect to the Series 2004-4
Notes has occurred;


 


(vi)                              the
Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency,
if any, at the close of business on the last day of the Related Month;


 


(vii)                           the Series 2004-4
Non-Program Vehicle Amount, the Series 2004-4 Non-Program Vehicle
Percentage, the GM Vehicle Amount, the Specified BBB-/Baa3 Amount, the Specified
BBB-/Baa3 Vehicle Percentage Excess and the GM Freeze Vehicle Percentage as of
the last day of the Related Month;


 


(viii)                        the Fair
Market Value Average and Measurement Month Average as of the Determination Date
immediately preceding such Distribution Date (including a calculation of the
components thereof);


 


(ix)                                the
Series 2004-4 Required Enhancement Incremental Amount, if any, as of the
last day of the Related Month;


 


(x)                                   the
Series 2004-4 Required Liquidity Amount as of the as of the last day of
the Related Month and whether the Series 2004-4 Liquidity Amount is less
than the Series 2004-4 Required Liquidity Amount as of the last day of the
Related Month;


 


(xi)                                the
Series 2004-4 Required Enhancement Amount and whether a Series 2004-4
Enhancement Deficiency exists and the amount thereof;


 


(xii)                             with
respect to each Manufacturer, the percentage of all Vehicles as of the end of
the Related Month which were Series 2004-4 Program Vehicles manufactured
by such Manufacturer;


 


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(xiii)                          with
respect to each Manufacturer, the percentage of all Vehicles as of the end of
the Related Month which were Series 2004-4 Non-Program Vehicles
manufactured by such Manufacturer; and


 


(xiv)                         the
amount of any withdrawal from the Series 2004-4 Reserve Account, the Series 2004-4
Cash Collateral Account, any demand on the Series 2004-4 Demand Note or
any drawing on any Series 2004-4 Letter of Credit anticipated to be made
on such Distribution Date.


 


The Trustee shall provide to the
Series 2004-4 Noteholders, or their designated agent, and the Surety
Provider copies of each Monthly Noteholders’ Statement.


 


(b)                                 Non-Program
Vehicle Report. On an annual basis, commencing March 31, 2005, ARG
shall furnish to the Trustee, with copies to the Surety Provider and each
Rating Agency, a report (the “Non-Program Vehicle Report”) of a firm of
nationally recognized independent public accountants (who may also render
other services to Vanguard and its affiliates and which is acceptable to the
Rating Agencies) to the effect that they have performed certain agreed upon
procedures (effective through December 31 of the preceding year),
specifically (i) compared the procedures related to the calculation of
Disposition Proceeds and Termination Payments obtained from the sale or other
disposition of Series 2004-4 Non-Program Vehicles (other than Series 2004-4
Ineligible Program Vehicles and Casualties) sold or otherwise disposed of
during each Related Month to those procedures outlined in the Related Documents
and compared the results of such procedures to the corresponding amounts set
forth in the Monthly Noteholders’ Statement with respect to the Series 2004-4
Notes, (ii) compared the procedures related to the calculation of the
Measurement Month Average and the Fair Market Value Average for each month in
such period to those procedures outlined in the Related Documents and compared
the results of such procedures with the corresponding amounts set forth in the
Monthly Noteholders’ Statement with respect to the Series 2004-4 Notes and
(iii) compared the procedures related to the calculation of the Net Book
Value and Fair Market Value of the Series 2004-4 Non-Program Vehicles
(other than Series 2004-4 Ineligible Program Vehicles) for the Related
Month to those procedures outlined in the Related Documents and compared the
results of such procedures to the amounts set forth in the Monthly Noteholders’
Statement with respect to the Series 2004-4 Notes, and that on the basis
of such comparisons referenced in (i), (ii) and (iii) (which
comparisons shall be provided as part of the Non-Program Vehicle Report)
such accountants are reporting that the procedures are in compliance with the
requirements of the Related Documents and the results of such procedures are in
agreement with the amounts set forth in the Monthly Noteholders’ Statement with
respect to the Series 2004-4 Notes, in each case except for such exception
as shall be set forth in such Non-Program Vehicle Report.


 


(c)                                  Promptly
upon becoming aware of any Potential Amortization Event, Amortization Event,
Leasing Company Amortization Event, Potential Leasing Company Amortization
Event, Lease Event of Default or Potential Lease Event of Default, ARG shall
give the Surety Provider and the Trustee notice thereof, together with a
certificate of an Authorized Officer of ARG setting forth the details thereof
and any action with respect


 


72

















 


thereto taken or
contemplated to be taken by ARG. Promptly upon becoming aware of any claim by
any Person that any payment received by ARG under the Series 2004-4 Demand
Note was a voidable preference under the United States Bankruptcy Code, ARG
shall give the Surety Provider and the Series 2004-4 Letter of Credit
Providers notice thereof.


 


(d)                                 Promptly
upon becoming aware of any default under any Related Document, ARG shall give the Surety Provider notice thereof.


 


(e)                                  ARG
shall promptly furnish to the Surety Provider such other information as, and in
such form as, the Surety Provider may reasonably request in
connection with the transactions contemplated hereby.


 


Section 8.3                                      Series 2004-4
Demand Note. Other than pursuant to a
demand thereon pursuant to Section 3.5(b) or (c) of
this Series Supplement, ARG shall not reduce the amount of the Series 2004-4
Demand Note or forgive amounts payable thereunder so that the outstanding
principal amount of the Series 2004-4 Demand Note after such reduction or
forgiveness is less than the greater of (i) the sum of the Series 2004-4
Letter of Credit Liquidity Amount and (ii) an amount equal to 0.50% of the
Series 2004-4 Invested Amount thereafter; provided, however
that if ARG has first delivered to the Trustee an Opinion of Counsel that
reduction or forgiveness of amounts owing under the Series 2004-4 Demand
Note to an amount less than 0.50% of the Series 2004-4 Invested Amount
thereafter will not have an adverse effect on the tax characterization of the Series 2004-4
Notes, ARG may reduce the amount of the Series 2004-4 Demand Note or
forgive amounts payable thereunder to an amount less than 0.50% of the Series 2004-4
Invested Amount, but equal to or greater than the Series 2004-4 Letter of
Credit Liquidity Amount. ARG shall not agree to any amendment of the Series 2004-4
Demand Note without first satisfying the Series 2004-4 Rating Agency
Confirmation and Consent Condition.


 


Section 8.4                                      Disposition
Agent Agreement.


 


Except as
otherwise provided in Section 13.20 of the Base Indenture, the Trustee
shall not, at the direction of the Requisite Investors, consent to or select
any successor Disposition Agent following the resignation, removal or
termination of the Disposition Agent prior to the satisfaction of the Series 2004-4
Rating Agency Confirmation Condition. Except as provided in Sections 13.20(c) and
13.20(d) of the Base Indenture, 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, unless (x) on any date on or prior to March 20, 2006,
the Series 2004-4 Rating Agency Confirmation and Consent Condition shall have
been satisfied with respect to such resignation, removal or termination of the
Disposition Agent or (y) on any date after March 20, 2006, the Series 2004-4
Rating Agency Confirmation Condition shall have been satisfied with respect to
such resignation,


 


73

















 


removal or termination of
the Disposition Agent.


 


Section 8.5                                      Agreements
Relating to LKE Program.


 


(a)                                  ARG
will not agree or consent to or do any of the following actions without the
consent of the Surety Provider (for so long
as no Surety Default shall have occurred and be continuing):


 


(i)                                     any
transfer by Alamo Leasing of Relinquished Property to the Intermediary pursuant
to the Master Exchange Agreement in the event that on the date of any such
transfer a QI Parent Downgrade Event has occurred with respect to such
Intermediary; and


 


(ii)                                  if at any time, there
has occurred a QI Parent Downgrade Event which is continuing with respect to
the Intermediary (i) the replacement of the Intermediary with a Person
that is a bankruptcy-remote special purpose entity, all of the equity, in which
is owned directly and indirectly (to the extent any such indirect owner has a
greater than 10% indirect ownership interest in the Intermediary) solely by
Persons that are eligible to be debtors under the Bankruptcy Code (unless such
Person satisfies the requirements of Section 13.21(x)(1) of the Alamo
Leasing Indenture) or (ii) the Intermediary continuing to act as the
Intermediary under the Master Exchange Agreement.


 


(b)                                 In
addition, for so long as no Surety Default shall have occurred and be
continuing, ARG will not agree or consent to correcting, amending or
supplementing 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) unless (i) such action does not adversely
affect in any material respect the interests of any Series 2004-4 Noteholders,
as evidenced by an Opinion of Counsel (which Opinion of Counsel may rely
as to factual matters upon Officer’s Certificates of ARG and other parties) or
(ii) the Surety Provider shall have consented to such correction,
amendment or supplement.


 


Section 8.6                                      Exhibits.
The following exhibits attached hereto supplement the exhibits included in the
Indenture:


 


	
  Exhibit A:

  	
  Form of Variable Funding Rental Car Asset
  Backed Note

  
	
  Exhibit B-1:

  	
  Series 2004-4 Eligible Non-Program
  Manufacturers

  
	
  Exhibit B-2:

  	
  Series 2004-4 Eligible Program Manufacturers

  
	
  Exhibit C

  	
  Form of Series 2004-4 Letter of Credit

  
	
  Exhibit D

  	
  Form of Lease Payment Deficit Notice

  
	
  Exhibit E

  	
  Form of Monthly Noteholders’ Statements

  
	
  Exhibit F:

  	
  Form of Demand Note

  



 


74

















 


	
  Exhibit G:

  	
  Form of
  Estimated Interest Adjustment Notice

  



 


Section 8.7                                      Ratification
of Base Indenture. As supplemented by this Series Supplement, the Base
Indenture is in all respects ratified and confirmed and the Base Indenture as
so supplemented by this Series Supplement shall be read, taken, and
construed as one and the same instrument.


 


Section 8.8                                      Notice
to Surety Provider and Rating Agencies.


 


The Trustee shall provide to the
Surety Provider and each Rating Agency a copy of each notice, opinion of
counsel, and Officer’s Certificate delivered to, the Trustee pursuant to this Series Supplement
or any other Related Document. Each such opinion of counsel shall be addressed
to the Surety Provider, shall be from counsel reasonably acceptable to the
Surety Provider and shall be in form and substance reasonably acceptable
to the Surety Provider. The Trustee shall provide to the Surety Provider and
each Rating Agency a copy of each notice, opinion of counsel, and Officer’s
Certificate delivered to the Trustee, as the registered holder of the Leasing
Company Notes, pursuant to the Leasing Company Related Documents. All such
notices, opinions, certificates or other items to be delivered to the Surety
Provider shall be forwarded to 1325 Avenue of the Americas,  New York, New York 10019 Attention: Risk
Management:  (212) 581-3268,
confirmation:  (212) 974-0100.


 


Section 8.9                                      Surety
Provider Deemed Noteholder and Secured Party.


 


Except for any period during
which a Surety Default is continuing, the Surety Provider shall be deemed to be
the holder of 100% of the Series 2004-4 Notes for the purposes of giving
any consents, waivers, approvals, instructions, directions, declarations,
notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement
and the other Related Documents. Any reference in the Base Indenture or the
Related Documents to materially, adversely, or detrimentally affecting the
rights or interests of the Noteholders, or words of similar meaning, shall be
deemed, for purposes of the Series 2004-4 Notes, to refer to the rights or
interests of the Surety Provider. In addition, the Surety Provider shall
constitute an “Enhancement Provider” with respect to the Series 2004-4
Notes for all purposes under the Base Indenture and the other Related Documents
and the Insurance Agreement shall constitute an “Enhancement Agreement” with
respect to the Series 2004-4 Notes for all purposes under the Base
Indenture and the other Related Documents. Furthermore, the Surety Provider
shall be deemed to be a “Secured Party” under the Base Indenture and the
Related Documents to the extent of amounts payable to the Surety Provider
pursuant to this Series Supplement.


 


Section 8.10                                Third
Party Beneficiary.


 


The Surety Provider is an
express third party beneficiary of (i) the Base Indenture to the extent of
provisions relating to any Enhancement Provider and (ii) this Series Supplement.


 


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Section 8.11                                Prior
Notice by Trustee to Surety Provider.


 


Subject to Section 10.1 of
the Base Indenture, the Trustee agrees that so long as no Amortization Event
shall have occurred and be continuing with respect to any Series of Notes,
other than the Series 2004-4 Notes, it shall not exercise any rights or
remedies available to it as a result of the occurrence of an Amortization Event
with respect to the Series 2004-4 Notes (except those set forth in clauses
(j) and (k) of Article IV of this Series Supplement)
until after the Trustee has given prior written notice thereof to the Surety
Provider and obtained the direction of the Required Noteholders. The Trustee
agrees to notify the Surety Provider promptly following any exercise of rights
or remedies available to it as a result of the occurrence of an Amortization
Event with respect to the Series 2004-4 Notes.


 


Section 8.12                                Subrogation.


 


(a)                                  In
furtherance of and not in limitation of the Surety Provider’s equitable right
of subrogation, each of the Trustee and ARG acknowledge that, to the extent of
any payment made by the Surety Provider under the Surety Bond with respect to
interest on or principal of the Series 2004-4 Notes (including any
Preference Amount), the Surety Provider is to be fully subrogated to the extent
of such payment and any additional interest due on any late payment, to the
rights of the Series 2004-4 Noteholders under the Indenture. Each of ARG
and the Trustee agree to such subrogation and, further, agree to take such
actions as the Surety Provider may reasonably request to evidence such
subrogation.


 


(b)                                 In
the event that (x) amounts are withdrawn from the Series 2004-4 Cash
Collateral Account pursuant to Section 3.9(j) and paid to the
Surety Provider with respect to a Preference Amount (as defined in the Surety
Bond) paid by the Surety Provider under the Surety Bond and (y) the Surety
Provider has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts payable under the Insurance Agreement and the Surety
Provider has no further obligations in respect of the Surety Bond, the Surety
Provider acknowledges that, to the extent of such withdrawal from the Series 2004-4
Cash Collateral Account and payment to the Surety Provider, the Series 2004-4
Letter of Credit Providers, if any, are to be fully subrogated to the extent of
such payment to the Surety Provider, to the Surety Provider’s equitable
subrogation rights described in Section 8.12(a) above. By
accepting payment of amounts withdrawn from the Series 2004-4 Cash
Collateral Account, the Surety Provider agrees to such subrogation and,
further, agrees to take such actions at the expense of the Series 2004-4
Letter of Credit Providers, if any, as such Series 2004-4 Letter of Credit
Providers may reasonably request to evidence such subrogation.


 


Section 8.13                                Counterparts.
This Series Supplement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.


 


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Section 8.14                                Governing
Law. This Series Supplement shall be construed in accordance with the
law of the State of New York, and the obligations, rights and remedies of the
parties hereto shall be determined in accordance with such law.


 


Section 8.15                                Amendments.
This Series Supplement may be
modified or amended from time to time in accordance with the terms of the Base
Indenture and, accordingly, any such modification or amendment shall require
the prior written consent of the Surety Provider (so long as a Surety Default
has not occurred and is continuing).


 


Section 8.16                                Security
Interest Opinion. On or before October 30, in each calendar year,
beginning in 2005, ARG will provide an Opinion of Counsel (i) to the
effect that either all financing or continuation statements that are necessary
to maintain the Lien created by this Indenture in the Collateral and the Lien
created by the Leasing Company Indentures in the Collateral (as defined in the
Leasing Company Indentures) have been executed and filed or that no such action
is required and (ii) describing the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the Lien created by this Indenture in the
Collateral and the Lien created by the Leasing Company Indentures in the
Collateral (as defined in the Leasing Company Indentures) until October 30
of the following calendar year.


 


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


 


	
   

  	
  ARG FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Trustee and Enhancement Agent,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
  Name:

  	
  John Bobko

  
	
   

  	
  Title:

  	
  Vice President