Exhibit 4.12


 


EXECUTION
COPY


 


 


ALAMO FINANCING
L.P.,

as Issuer


 


and


 


THE BANK OF NEW
YORK,

as Trustee


 


 






 


FIFTH AMENDED AND
RESTATED BASE INDENTURE

Dated as of April 13, 2006


 






 


 


Rental Car Asset
Backed Notes

(Issuable in Series)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Cross-References

  	
   

  	
  1

  
	
  Section 1.3

  	
   

  	
  Accounting and Financial Determinations; No
  Duplication

  	
   

  	
  2

  
	
  Section 1.4

  	
   

  	
  Rules of Construction

  	
   

  	
  2

  
	
  Section 1.5

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  THE NOTES

  	
   

  	
  3

  
	
  Section 2.1

  	
   

  	
  Designation and Terms of Notes

  	
   

  	
  3

  
	
  Section 2.2

  	
   

  	
  Notes Issuable in Series

  	
   

  	
  3

  
	
  Section 2.3

  	
   

  	
  Series Supplement for Each Series

  	
   

  	
  7

  
	
  Section 2.4

  	
   

  	
  Execution and Authentication

  	
   

  	
  10

  
	
  Section 2.5

  	
   

  	
  Form of Notes

  	
   

  	
  11

  
	
  Section 2.6

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  13

  
	
  Section 2.7

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  14

  
	
  Section 2.8

  	
   

  	
  Noteholder List

  	
   

  	
  15

  
	
  Section 2.9

  	
   

  	
  Transfer and Exchange

  	
   

  	
  15

  
	
  Section 2.10

  	
   

  	
  Legending of Notes

  	
   

  	
  16

  
	
  Section 2.11

  	
   

  	
  Replacement Notes

  	
   

  	
  16

  
	
  Section 2.12

  	
   

  	
  Treasury Notes

  	
   

  	
  17

  
	
  Section 2.13

  	
   

  	
  Temporary Notes

  	
   

  	
  17

  
	
  Section 2.14

  	
   

  	
  Cancellation

  	
   

  	
  18

  
	
  Section 2.15

  	
   

  	
  Principal and Interest

  	
   

  	
  18

  
	
  Section 2.16

  	
   

  	
  Book-Entry Notes

  	
   

  	
  19

  
	
  Section 2.17

  	
   

  	
  Notices to Clearing Agency

  	
   

  	
  21

  
	
  Section 2.18

  	
   

  	
  Definitive Notes

  	
   

  	
  21

  
	
  Section 2.19

  	
   

  	
  Tax Treatment

  	
   

  	
  22

  
	
  Section 2.20

  	
   

  	
  CUSIP Numbers

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  SECURITY

  	
   

  	
  22

  
	
  Section 3.1

  	
   

  	
  Grant of Security Interest

  	
   

  	
  22

  
	
  Section 3.2

  	
   

  	
  Certain Rights and Obligations of the Issuer
  Unaffected

  	
   

  	
  26

  
						



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.3

  	
   

  	
  Performance of Collateral Agreements

  	
   

  	
  27

  
	
  Section 3.4

  	
   

  	
  Release of Lien on Vehicles

  	
   

  	
  27

  
	
  Section 3.5

  	
   

  	
  Stamp, Other Similar Taxes and Filing Fees

  	
   

  	
  28

  
	
  Section 3.6

  	
   

  	
  Pledge or Sale of Vehicle Repurchase Rights

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  REPORTS

  	
   

  	
  29

  
	
  Section 4.1

  	
   

  	
  Agreement of Servicer to Provide Reports and
  Instructions

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  ALLOCATION AND APPLICATION OF COLLECTIONS

  	
   

  	
  29

  
	
  Section 5.1

  	
   

  	
  Collection Account

  	
   

  	
  29

  
	
  Section 5.2

  	
   

  	
  Collections and Allocations

  	
   

  	
  31

  
	
  Section 5.3

  	
   

  	
  Determination of Monthly Interest

  	
   

  	
  33

  
	
  Section 5.4

  	
   

  	
  Determination of Monthly Principal

  	
   

  	
  33

  
	
  Section 5.5

  	
   

  	
  Paired Series

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

  	
   

  	
  34

  
	
  Section 6.1

  	
   

  	
  Distributions in General

  	
   

  	
  34

  
	
  Section 6.2

  	
   

  	
  Optional Repurchase of Notes

  	
   

  	
  35

  
	
  Section 6.3

  	
   

  	
  Monthly Noteholders’ Statement

  	
   

  	
  36

  
	
  Section 6.4

  	
   

  	
  Annual Noteholders’ Tax Statement

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  36

  
	
  Section 7.1

  	
   

  	
  Existence and Power

  	
   

  	
  36

  
	
  Section 7.2

  	
   

  	
  Limited Partnership and Governmental Authorization

  	
   

  	
  37

  
	
  Section 7.3

  	
   

  	
  Binding Effect

  	
   

  	
  37

  
	
  Section 7.4

  	
   

  	
  Registered Organization

  	
   

  	
  37

  
	
  Section 7.5

  	
   

  	
  Litigation

  	
   

  	
  37

  
	
  Section 7.6

  	
   

  	
  No ERISA Plan

  	
   

  	
  38

  
	
  Section 7.7

  	
   

  	
  Tax Filings and Expenses

  	
   

  	
  38

  
	
  Section 7.8

  	
   

  	
  Disclosure

  	
   

  	
  38

  
	
  Section 7.9

  	
   

  	
  Investment Company Act; Securities Act

  	
   

  	
  38

  
	
  Section 7.10

  	
   

  	
  Regulations T, U and X

  	
   

  	
  39

  
	
  Section 7.11

  	
   

  	
  No Consent

  	
   

  	
  39

  
						



 


ii

















 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.12

  	
   

  	
  Solvency

  	
   

  	
  39

  
	
  Section 7.13

  	
   

  	
  Ownership of Limited Partnership Interests;
  Subsidiary

  	
   

  	
  39

  
	
  Section 7.14

  	
   

  	
  Security Interests

  	
   

  	
  39

  
	
  Section 7.15

  	
   

  	
  Binding Effect of Lease

  	
   

  	
  41

  
	
  Section 7.16

  	
   

  	
  Non-Existence of Other Agreements

  	
   

  	
  41

  
	
  Section 7.17

  	
   

  	
  Manufacturer Programs

  	
   

  	
  41

  
	
  Section 7.18

  	
   

  	
  Other Representations

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  COVENANTS

  	
   

  	
  42

  
	
  Section 8.1

  	
   

  	
  Payment of Notes

  	
   

  	
  42

  
	
  Section 8.2

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  42

  
	
  Section 8.3

  	
   

  	
  Information

  	
   

  	
  42

  
	
  Section 8.4

  	
   

  	
  Payment of Obligations

  	
   

  	
  43

  
	
  Section 8.5

  	
   

  	
  Rule 144A Information Requirement

  	
   

  	
  44

  
	
  Section 8.6

  	
   

  	
  Conduct of Business and Maintenance of Existence

  	
   

  	
  44

  
	
  Section 8.7

  	
   

  	
  Compliance with Laws

  	
   

  	
  44

  
	
  Section 8.8

  	
   

  	
  Inspection of Property, Books and Records

  	
   

  	
  44

  
	
  Section 8.9

  	
   

  	
  Compliance with Related Documents

  	
   

  	
  44

  
	
  Section 8.10

  	
   

  	
  Notice of Defaults

  	
   

  	
  45

  
	
  Section 8.11

  	
   

  	
  Notice of Material Proceedings

  	
   

  	
  45

  
	
  Section 8.12

  	
   

  	
  Further Requests

  	
   

  	
  45

  
	
  Section 8.13

  	
   

  	
  Further Assurances

  	
   

  	
  45

  
	
  Section 8.14

  	
   

  	
  Manufacturer Programs

  	
   

  	
  46

  
	
  Section 8.15

  	
   

  	
  Liens

  	
   

  	
  47

  
	
  Section 8.16

  	
   

  	
  Other Indebtedness

  	
   

  	
  47

  
	
  Section 8.17

  	
   

  	
  Mergers

  	
   

  	
  48

  
	
  Section 8.18

  	
   

  	
  Sales of Assets

  	
   

  	
  48

  
	
  Section 8.19

  	
   

  	
  Acquisition of Assets

  	
   

  	
  48

  
	
  Section 8.20

  	
   

  	
  Dividends, Officers’ Compensation, etc

  	
   

  	
  48

  
	
  Section 8.21

  	
   

  	
  Name; Principal Office

  	
   

  	
  49

  
	
  Section 8.22

  	
   

  	
  Organizational Documents

  	
   

  	
  49

  
						



 


iii

















 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.23

  	
   

  	
  Investments

  	
   

  	
  49

  
	
  Section 8.24

  	
   

  	
  No Other Agreements

  	
   

  	
  50

  
	
  Section 8.25

  	
   

  	
  Other Business

  	
   

  	
  50

  
	
  Section 8.26

  	
   

  	
  Maintenance of Separate Existence

  	
   

  	
  50

  
	
  Section 8.27

  	
   

  	
  Use of Proceeds of Notes

  	
   

  	
  51

  
	
  Section 8.28

  	
   

  	
  Vehicles

  	
   

  	
  51

  
	
  Section 8.29

  	
   

  	
  Amendments to Exchange Documents

  	
   

  	
  51

  
	
  Section 8.30

  	
   

  	
  Amendments to the Master Exchange Agreement

  	
   

  	
  52

  
	
  Section 8.31

  	
   

  	
  No ERISA Plan

  	
   

  	
  52

  
	
  Section 8.32

  	
   

  	
  Registered Organization

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  AMORTIZATION EVENTS AND REMEDIES

  	
   

  	
  52

  
	
  Section 9.1

  	
   

  	
  Amortization Events

  	
   

  	
  52

  
	
  Section 9.2

  	
   

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

  	
   

  	
  53

  
	
  Section 9.3

  	
   

  	
  Other Remedies

  	
   

  	
  57

  
	
  Section 9.4

  	
   

  	
  Waiver of Past Events

  	
   

  	
  57

  
	
  Section 9.5

  	
   

  	
  Control by Requisite Investors or Required
  Noteholders

  	
   

  	
  58

  
	
  Section 9.6

  	
   

  	
  Limitation on Suits

  	
   

  	
  58

  
	
  Section 9.7

  	
   

  	
  Unconditional Rights of Holders to Receive Payment

  	
   

  	
  59

  
	
  Section 9.8

  	
   

  	
  Collection Suit by the Trustee

  	
   

  	
  59

  
	
  Section 9.9

  	
   

  	
  The Trustee May File Proofs of Claim

  	
   

  	
  59

  
	
  Section 9.10

  	
   

  	
  Priorities

  	
   

  	
  60

  
	
  Section 9.11

  	
   

  	
  Undertaking for Costs

  	
   

  	
  60

  
	
  Section 9.12

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  60

  
	
  Section 9.13

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  60

  
	
  Section 9.14

  	
   

  	
  Reassignment of Surplus

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  THE TRUSTEE

  	
   

  	
  61

  
	
  Section 10.1

  	
   

  	
  Duties of the Trustee

  	
   

  	
  61

  
	
  Section 10.2

  	
   

  	
  Rights of the Trustee

  	
   

  	
  63

  
	
  Section 10.3

  	
   

  	
  Individual Rights of the Trustee

  	
   

  	
  65

  
						



 


iv

















 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.4

  	
   

  	
  Notice of Amortization Events and Potential
  Amortization Events

  	
   

  	
  65

  
	
  Section 10.5

  	
   

  	
  Compensation

  	
   

  	
  65

  
	
  Section 10.6

  	
   

  	
  Replacement of the Trustee

  	
   

  	
  66

  
	
  Section 10.7

  	
   

  	
  Successor Trustee by Mergers; etc

  	
   

  	
  67

  
	
  Section 10.8

  	
   

  	
  Eligibility Disqualification

  	
   

  	
  67

  
	
  Section 10.9

  	
   

  	
  Appointment of Co-Trustee or Separate Trustee

  	
   

  	
  67

  
	
  Section 10.10

  	
   

  	
  Representations and Warranties of Trustee

  	
   

  	
  69

  
	
  Section 10.11

  	
   

  	
  Issuer Indemnification of the Trustee

  	
   

  	
  69

  
	
  Section 10.12

  	
   

  	
  Trustee’s Application for Instructions from Issuer

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  DISCHARGE OF INDENTURE

  	
   

  	
  70

  
	
  Section 11.1

  	
   

  	
  Termination of the Issuer’s Obligations

  	
   

  	
  70

  
	
  Section 11.2

  	
   

  	
  Application of Trust Money

  	
   

  	
  71

  
	
  Section 11.3

  	
   

  	
  Repayment to the Issuer

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  AMENDMENTS

  	
   

  	
  72

  
	
  Section 12.1

  	
   

  	
  Without Consent of the Noteholders

  	
   

  	
  72

  
	
  Section 12.2

  	
   

  	
  With Consent of the Noteholders

  	
   

  	
  73

  
	
  Section 12.3

  	
   

  	
  Supplements

  	
   

  	
  75

  
	
  Section 12.4

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  75

  
	
  Section 12.5

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  75

  
	
  Section 12.6

  	
   

  	
  The Trustee to Sign Amendments, etc

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  MISCELLANEOUS

  	
   

  	
  76

  
	
  Section 13.1

  	
   

  	
  Notices

  	
   

  	
  76

  
	
  Section 13.2

  	
   

  	
  Communication by Noteholders With Other Noteholders

  	
   

  	
  78

  
	
  Section 13.3

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  78

  
	
  Section 13.4

  	
   

  	
  Statements Required in Certificate

  	
   

  	
  78

  
	
  Section 13.5

  	
   

  	
  Rules by the Trustee

  	
   

  	
  78

  
	
  Section 13.6

  	
   

  	
  No Recourse Against Others

  	
   

  	
  78

  
	
  Section 13.7

  	
   

  	
  Duplicate Originals

  	
   

  	
  79

  
						



 


v

















 


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.8

  	
   

  	
  Benefits of Indenture

  	
   

  	
  79

  
	
  Section 13.9

  	
   

  	
  Payment on Business Day

  	
   

  	
  79

  
	
  Section 13.10

  	
   

  	
  Governing Law

  	
   

  	
  79

  
	
  Section 13.11

  	
   

  	
  Successors

  	
   

  	
  79

  
	
  Section 13.12

  	
   

  	
  Severability

  	
   

  	
  79

  
	
  Section 13.13

  	
   

  	
  Counterpart Originals

  	
   

  	
  80

  
	
  Section 13.14

  	
   

  	
  Table of Contents, Headings, etc

  	
   

  	
  80

  
	
  Section 13.15

  	
   

  	
  Termination; Collateral

  	
   

  	
  80

  
	
  Section 13.16

  	
   

  	
  No Bankruptcy Petition Against Issuer, the General Partner
  or the Intermediary

  	
   

  	
  80

  
	
  Section 13.17

  	
   

  	
  No Recourse

  	
   

  	
  81

  
	
  Section 13.18

  	
   

  	
  Waiver of Set-Off

  	
   

  	
  81

  
	
  Section 13.19

  	
   

  	
  All Transactions Under Master Exchange Agreement.

  	
   

  	
  81

  
	
  Section 13.20

  	
   

  	
  Additional Agreements Regarding the Master Exchange
  Agreement

  	
   

  	
  82

  
	
  Section 13.21

  	
   

  	
  Replacement of Intermediary

  	
   

  	
  83

  



 


vi

















 


FIFTH AMENDED AND
RESTATED BASE INDENTURE, dated as of  April 13,
2006, between Alamo Financing L.P., a special purpose limited partnership
established under the laws of Delaware, as issuer (“Issuer”), and The
Bank of New York, a New York banking corporation, as trustee (in such capacity,
the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the parties
hereto have entered into that certain Fourth Amended and Restated Base
Indenture, dated as of March 4, 2005 (the “Original Base Indenture”);
and


 


WHEREAS, Section 12.2
of the Original Base Indenture permits the Issuer and the Trustee, any
applicable Enhancement Provider and the Requisite Investors to enter into one
or more indentures supplemental to the Original Base Indenture; and


 


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


 


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


 


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


 


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


 


ARTICLE 1.


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.1                                      Definitions.


 


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


 


Section 1.2                                      Cross-References.


 


Unless otherwise
specified, references in this Indenture and in each other Related Document to
any Article or Section are references to such Article or Section of



 

















 


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


 


Section 1.3                                      Accounting
and Financial Determinations; No Duplication.


 


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


 


Section 1.4                                      Rules of
Construction.


 


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


 


(i)                                     “or”
is not exclusive;


 


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


 


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


 


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


 


(v)                                 reference
to any Requirement of Law means such Requirement of Law as amended, modified,
codified or reenacted, in whole or in part, and in effect from time to time;


 


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


 


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


 


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


 


2

















 


Section 1.5                                      Other
Definitional Provisions.


 


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


 


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


 


ARTICLE 2.


 


THE
NOTES


 


Section 2.1                                      Designation
and Terms of Notes.


 


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


 


Section 2.2                                      Notes
Issuable in Series.


 


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


 


(a)                                  a
Company Order authorizing and directing the authentication and delivery of the
Notes of such new Series by the Trustee and specifying the designation of
such new Series, the aggregate principal amount of Notes of such new Series to
be authenticated and the Note Rate (or the method for allocating interest
payments or other cash flow) with respect to such new Series;


 


3

















 


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


 


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


 


(d)                                 written
confirmation that the Rating Agency Confirmation Condition with respect to each
Outstanding Series of Notes shall have been satisfied with respect to such
issuance; provided, however, that if such Series is not a
Segregated Series, the Trustee shall have received written confirmation that
the Rating Agency Confirmation and Consent Condition with respect to each
Outstanding Series of Notes shall have been satisfied with respect to such
issuance;


 


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


4

















 


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


 


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


 


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


 


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


 


(iii)                               (w)
the Issuer is duly organized under the jurisdiction of its formation and has,
or at the time of execution and delivery had, the power and authority to
execute and deliver the related Series Supplement, this Base Indenture and
each other Related Document to which it is a party (other than any Series Supplement,
Enhancement Agreement or other Related Document relating solely to another Series of
Notes) and to issue the new Series of Notes, (x) the General Partner is
duly organized under the jurisdiction of its organization and has, or at the
time of execution and delivery had, the power and authority to execute and deliver
the related Series Supplement, this Base Indenture and each other Related
Document to which it is a party (other than any Series Supplement,
Enhancement Agreement or other Related Document relating solely to another Series of
Notes) and to issue the new Series of Notes; (y) Vanguard, in its capacity
as Lessee and Servicer, and each Additional Lessee, is duly incorporated or
formed, as the case may be, in the jurisdiction of its incorporation or
formation, as the case may be, and had the corporate, limited partnership
or limited liability company, as the case may be, power and authority to
execute and deliver each of the Related Documents to which it is a party
relating solely to the newly issued Series of Notes and (z) Vanguard
Holdings, in its capacity as guarantor under the Lease, is duly incorporated in
the jurisdiction of its incorporation and had the power and authority to
execute and deliver the Lease and each other Related Document to which it is a
party relating solely to the newly issued Series of Notes;


 


(iv)                              the
related Series Supplement, this Base Indenture and each of the other
Related Documents to which the Issuer, the General Partner, each Lessee, the
Servicer or Vanguard Holdings is a party (other than any Series Supplement,
Enhancement Agreement or other Related Document 


 


5

















 


relating solely to
another Series of Notes) have been duly authorized, executed and delivered
by the Issuer, the General Partner, each Lessee, the Servicer or Vanguard Holdings,
as the case may be;


 


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


 


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


 


(vii)                           the
Issuer is not, and is not controlled by, an “investment company” within the
meaning of, and is not required to register as an “investment company” under,
the Investment Company Act, and this Base Indenture and the related Series Supplement
are not required to be registered under the Trust Indenture Act;


 


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


 


(ix)                                the
Indenture and the related Series Supplement are effective to create a
legal, valid and enforceable security interest in the Collateral and that such
security interest constitutes a first priority, perfected security interest in
the Collateral;


 


(x)                                   the
assets of the Issuer or the General Partner will not be substantively
consolidated with the assets of Vanguard Holdings or any Lessee in the event of
the insolvency of Vanguard Holdings or such Lessee;


 


6

















 


(xi)                                there
does not exist any pending or threatened litigation which, if adversely
determined, would materially and adversely affect the ability of the Issuer,
any Lessee, Vanguard Holdings or the Servicer to perform its obligations
under any of the Related Documents;


 


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


 


(xiii)                          such
other matters as the Trustee may reasonably require;


 


(g)                                 executed
counterparts of the Lease, duly executed by the parties thereto;


 


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


 


(i)                                     evidence
of the grant by the Issuer to the Trustee of a first priority, perfected
security interest in and to the Collateral;


 


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


 


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


 


Upon satisfaction of such conditions, the Trustee
shall authenticate and deliver, as provided above, such Series of Notes
upon execution thereof by the Issuer. There is no limit to the number of
issuances of new Series of Notes under this Base Indenture. For so long as
any Group I Notes shall remain outstanding, no other series of Notes
designated as Group I Notes may be issued under this Base Indenture.


 


Section 2.3                                      Series Supplement
for Each Series.


 


(a)                                  In
conjunction with the issuance of a new Series, the parties hereto shall execute
a Series Supplement, which shall specify the relevant terms with respect
to such new Series of Notes, which shall include, as applicable: (i) its
name or designation, 


 


7

















 


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


 


(b)                                 (i)                                     A
Series Supplement may specify that the related Series of Notes
(each, a “Segregated Series”) will have collateral that is to be solely
for the benefit of the Noteholders of such Segregated Series of Notes and
any other Segregated Series of Notes specified in such Series Supplement
(such collateral being referred to as “Series-Specific Collateral”). If
any Series-Specific Collateral with respect to a Segregated Series is
specified, such Series Supplement shall expressly designate the related
Segregated Series of Notes as a “Segregated Series” for purposes of this
Base Indenture; provided, however, that no such Segregated Series of
Notes will be issued unless (x) the Rating Agency Confirmation Condition with
respect to each Outstanding Series of Notes is met with respect to the
issuance of such Segregated Series of Notes, (y) the Issuer shall have
delivered to the Trustee an Officer’s Certificate to the effect that the
issuance of such Segregated Series of Notes will not have a material
adverse effect (excluding any impact from the dilution of the interests or
voting percentage of the existing Noteholders as a result of such issuance)
upon the Noteholders of any Series of Notes outstanding at the time of the
issuance of the Segregated Series of Notes, and (z) the applicable Series Supplement
provides, in form satisfactory to the Trustee, for the changes and
modifications to the Indenture and the other Related Documents as are described
in clause (ii) below.


 


(ii)                                  In
the event any Segregated Series of Notes is issued, the related Series Supplement
will (A) provide that the Servicer, the Master Collateral Agent and the
Trustee will identify the Series-Specific Collateral for such Segregated Series of
Notes such that (x) the Series-Specific Collateral will secure only the
Segregated Series of Notes to which such Series-Specific Collateral is
applicable, (y) the Noteholders with respect to any other Series of Notes
will not be entitled to the benefit 


 


8

















 


of such
Series-Specific Collateral and (z) the Noteholders of the Segregated Series of
Notes will not be entitled to the benefit of the Collateral or any
Series-Specific Collateral securing other Segregated Series of Notes, (B) provide
that the Trustee will adjust the allocations and distributions to be made under
the Indenture at the written direction of the Servicer so that the Noteholders
with respect to the Segregated Series of Notes will be entitled to
allocations and distributions arising solely from the Series-Specific
Collateral applicable to such Segregated Series of Notes and the
Noteholders with respect to the non-Segregated Series of Notes will be
entitled to allocations and distributions arising solely from the
non-Series-Specific Collateral, (C) provide that the Trustee will act as
collateral agent under the Indenture (and in such capacity the Trustee,
together with the Master Collateral Agent (and, to the extent that any
collections on such Series-Specific Collateral is subject to the LKE Program,
the Intermediary with respect to clause (x) below), shall (x) establish
and maintain a segregated collection account with respect to each Segregated Series of
Notes or group of Segregated Series of Notes sharing in the same
Series-Specific Collateral, into which collections on such Series-Specific
Collateral will be deposited and (y) hold its lien encumbering the
non-Series-Specific Collateral for the benefit of the non-Segregated Series of
Notes and hold its lien encumbering the Series-Specific Collateral for the
benefit of the applicable Segregated Series of Notes), (D) provide
that the Servicer, the Master Collateral Agent and, if applicable, the
Intermediary each will designate on its computer system the source of the funds
for the financing of each Vehicle, (E) provide that the Noteholders of the
Segregated Series of Notes will, subject to the limitations contained in
this Base Indenture and the applicable Series Supplement, be entitled to
direct the Trustee and the Master Collateral Agent in writing to exercise the
remedies under the Indenture and the Master Collateral Agency Agreement, as
applicable, solely on behalf of such Segregated Series of Notes, (F) provide
that separate monthly reports and other information will be furnished under the
Indenture for the Series-Specific Collateral, which monthly reports and other
information will contain substantially the same type of information as the
monthly reports provided under the Indenture prior to the issuance of such
Segregated Series of Notes, (G) provide that separate notes secured
by separate leases pertaining solely to the Series-Specific Collateral will be
issued by the Issuer and such separate leases will be executed and delivered by
the Lessee and, if applicable, Vanguard Holdings, (H) provide that to the
extent specified in the Series Supplement for such Segregated Series of
Notes, the Issuer and each Lessee, as the case may be, will take such
actions as are necessary to perfect (1) the Master Collateral Agent’s
interest in the portion of the Series-Specific Collateral that would constitute
Pledged Master Collateral and to designate the Trustee, on behalf of the
Noteholders of such Series and any other Segregated Series 


 


9

















 


specified in such Series Supplement,
as the “Financing Source” and the Noteholders of such Segregated Series or
their agent, as the “Beneficiary” under the Master Collateral Agency Agreement
with respect to the Series-Specific Collateral and (2) the Trustee’s
interest on behalf of the Noteholders of such Segregated Series in the
Series-Specific Collateral, (I) provide that amendments will be made to this
Indenture and the other Related Documents, if necessary, to reflect the
foregoing, which amendments will, among other things, provide for revisions to
the terms “Aggregate Asset Amount”, “Secured Parties”, “Collateral”, “Collection
Account”, “Collateral Agreements”, “Issuer Obligations”, “Lease”, “Related
Documents” and such other terms as may be appropriate to reflect the
creation of the Segregated Series, provided that any such amendment shall not
have a material adverse effect (excluding any impact from the dilution of the
interests or voting percentage of the existing Noteholders as a result of such
issuance) on the Noteholders of any Series unless the Required Noteholders
of such Series shall have given their prior written consent thereto (and,
with respect to each Series, the Trustee may conclusively rely on an
Officer’s Certificate of any Lessee as sufficient evidence of such lack of a
material adverse effect), (J) provide that for purposes of the Segregated
Series, terms that are defined both in the applicable Series Supplement
and in the Definitions List, shall for purposes of such Series Supplement
and the Base Indenture as it relates to such Segregated Series, have the
meanings assigned to them in such Series Supplement, (K) provide that
references herein to “all” or “each” Series of Notes or words of similar
import (other than as specifically stated herein) shall be modified to refer to
all or each Series of Notes other than any Segregated Series of Notes
which may hereafter be issued and (L) incorporate provisions with respect
to such Segregated Series of Notes which are substantially similar to
those contained in Sections 3.2, 3.3, 3.4, 13.16
and 13.17 and Articles 5, 6, 7, 8, 9
and 10.


 


Section 2.4                                      Execution
and Authentication.


 


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


 


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


 


10

















 


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


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
				



 


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


 


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


 


Section 2.5                                      Form of
Notes.


 


(a)                                  Notes
Issued to Affiliate Issuer. Any Series of Notes issued only to an
Affiliate Issuer shall be issued in the form of one or more Notes in fully
registered form without interest coupons substantially in the form set
forth in the applicable Series Supplement with such legends as may be
applicable thereto, duly executed by the Issuer and authenticated by the
Trustee as provided in Section 2.4. The aggregate initial principal
amount of a Note issued to an Affiliate Issuer may from time to time be 


 


11

















 


increased or decreased in
accordance with the applicable Series Supplement by adjustments made on
the records of the Note Register.


 


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


 


In addition, such
purchaser shall be responsible for providing additional information or
certification, as shall be reasonably requested by the Trustee or the Issuer,
to support the truth and accuracy of the foregoing acknowledgements,
representations and agreements, it being understood that such additional
information is not intended to create additional restrictions on the transfer
of the Notes. Such Series of Notes, unless otherwise provided in the applicable
Series Supplement and other than any Series of Notes only issued to
an Affiliate Issuer, shall be issued in the form of and represented by one
or more permanent global Notes in fully registered form without interest
coupons (each, a “Restricted Global Note”), substantially in the form set
forth in the applicable Series Supplement, with such legends as may be
applicable thereto, which shall be deposited on behalf of the subscribers for
the Notes represented thereby with a custodian for DTC, and registered in the
name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated
by the Trustee as provided in Section 2.4 for credit to the
accounts of the subscribers at DTC. The aggregate initial principal amount of a
Restricted Global Note may from time to time be increased or decreased by
adjustments made on the records of the custodian for DTC, DTC or its nominee,
as the case may be, as hereinafter provided.


 


(c)                                  Temporary
Global Note; Permanent Global Note. If provided for in any applicable Series Supplement,
any Series of Notes (other than any Series of Notes issued only to an
Affiliate Issuer), or any class of such Series, offered and sold outside
of the United States will be offered and sold in reliance on Regulation S (“Regulation
S”) under the Securities Act and shall initially be issued in the form of
one or more temporary global Notes (each, a “Temporary Global Note”) in
fully registered form without interest coupons substantially in the form set
forth in the applicable Series Supplement with such legends as may be
applicable thereto, which shall be deposited on behalf of the


 


12

















 


subscribers of the Notes
represented thereby with a custodian for DTC registered in the name of DTC or a
nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as
provided in Section 2.4, for credit to the respective accounts of
Euroclear and Clearstream. Interests in a Temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent global note (a “Permanent
Global Note”) in fully registered form without interest coupons,
representing Notes of the same Series, substantially in the form set forth
in the applicable Series Supplement, in accordance with the provisions of
the Temporary Global Note and this Indenture. Beneficial interests in a
Temporary Global Note may only be held through Euroclear or Clearstream.  The aggregate initial principal amount of the
Temporary Global Note may from time to time be increased or decreased by
adjustments made on the records of the custodian for DTC, DTC or its nominee,
as the case may be, as hereinafter provided.


 


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


 


Section 2.6                                      Registrar
and Paying Agent.


 


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


 


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


 


13

















 


Section 2.7                                      Paying
Agent to Hold Money in Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Subject
to applicable laws with respect to escheat of funds, any money held by the
Trustee, any Paying Agent or any Clearing Agency in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Company Request; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof 


 


14

















 


(but only to the extent
of the amounts so paid to the Issuer), and all liability of the Trustee, such
Paying Agent or such Clearing Agency with respect to such trust money shall
thereupon cease; provided, however, that the Trustee, such Paying
Agent or such Clearing Agency, before being required to make any such
repayment, may at the expense of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York City and, if the related Series of
Notes has been listed on the Luxembourg Stock Exchange, and if the Luxembourg
Stock Exchange so requires, in a newspaper customarily published on each
Luxembourg business day and of general circulation in Luxembourg City,
Luxembourg, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer. The Trustee may also adopt and employ, at the expense of
the Issuer, any other reasonable means of notification of such repayment.


 


Section 2.8                                      Noteholder
List.


 


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


 


Section 2.9                                      Transfer
and Exchange.


 


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


 


(b)                                 Except
as otherwise provided in Section 2.16(d), the Trustee or the
Registrar shall not register the exchange of interests in a Note for a
Definitive Note or the transfer of or exchange of a Note during the period
beginning on any Record Date and ending on the next following Distribution
Date.


 


(c)                                  The
Issuer or the Trustee may require payment of a sum sufficient to cover any
transfer tax or other governmental charge that may be imposed in
connection with any exchange or registration of transfer of Notes (other than
any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.13 hereof in 


 


15

















 


which event the Registrar
will be responsible for the payment of any such taxes). No service charge shall
be made for any such transaction.


 


(d)                                 Reserved.


 


(e)                                  Reserved.


 


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


 


(g)                                 Prior
to due presentment for registration of transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note
is registered (as of the day of determination) as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on such
Note and for all other purposes whatsoever, whether or not such Note is
overdue, and neither the Trustee, any Agent nor the Issuer shall be affected by
notice to the contrary.


 


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


 


Section 2.10                                Legending
of Notes.


 


Each Note shall bear a
legend in substantially the form set forth in the related        Series Supplement, if any.


 


Section 2.11                                Replacement
Notes.


 


(a)                                  If
(i) any mutilated Note is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to hold the Issuer and the Trustee
harmless and provided that the requirements of Section 8-405 of the UCC
(which generally permit Issuer to impose reasonable requirements) are met, the
Issuer shall execute and upon its request the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note of like tenor and aggregate principal balance; provided,
however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable
or shall have been called for redemption, instead of issuing a replacement
Note, the Issuer may pay such destroyed, lost or stolen Note when so due
or payable without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note 


 


16

















 


pursuant to the proviso
to the preceding sentence, a protected purchaser of the original Note in lieu
of which such replacement Note was issued presents for payment such original
Note, the Issuer and the Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or
the Trustee in connection therewith.


 


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


 


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


 


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


 


Section 2.12                                Treasury
Notes.


 


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


 


Section 2.13                                Temporary
Notes.


 


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


 


17

















 


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


 


Section 2.14                                Cancellation.


 


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


 


Section 2.15                                Principal
and Interest.


 


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


 


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


 


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


 


(d)                                 If
the Issuer defaults in the payment of interest on the Notes of any Series, such
interest, to the extent paid on any date that is more than five (5) Business



 


18

















 


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


 


Section 2.16                                Book-Entry
Notes.


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


(v)                                 the
rights of Note Owners shall be exercised only through the applicable Clearing
Agency and their related Clearing Agency Participants and shall be limited to
those established by law and 


 


20

















 


agreements between
such Note Owners and their related Clearing Agency and/or the Clearing Agency
Participants. Unless and until Definitive Notes are issued, the applicable
Clearing Agencies will make book-entry transfers among their related Clearing
Agency Participants and receive and transmit payments of principal and interest
on the Notes to such Clearing Agency Participants.


 


Section 2.17                                Notices
to Clearing Agency.


 


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


 


Section 2.18                                Definitive
Notes.


 


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


 


(b)                                 Issuance.
If interests in any Restricted Global Note or Permanent Global Note, as the
case may be, are to be transferred to the beneficial owners thereof in the
form of Definitive Notes pursuant to this Section 2.18, such
Restricted Global Note or Permanent Global Note, as the case may be, shall
be surrendered by DTC or the 


 


21

















 


custodian for DTC to the
office or agency of the Registrar located in the Borough of Manhattan, The City
of New York, or if the Notes are listed on the Luxembourg Stock Exchange, to
the applicable Luxembourg Agent in Luxembourg, to be so transferred, without
charge. The Trustee shall authenticate and deliver, upon such transfer of
interests in such Restricted Global Note or Permanent Global Note, an equal
aggregate principal amount of Definitive Notes of authorized denominations. The
Definitive Notes transferred pursuant to this Section 2.18 shall be
registered in such names as DTC shall direct in writing. Upon the occurrence of
any of the events set forth in the first sentence of Section 2.18(a),
the Issuer will promptly make available to the Trustee a reasonable supply of
Definitive Notes. Upon receipt of such Definitive Notes and the applicable
registration information, the Trustee shall promptly authenticate and deliver
such Definitive Notes. The Issuer shall bear the costs and expenses of printing
or preparing any Definitive Notes.


 


Section 2.19                                Tax
Treatment.


 


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


 


Section 2.20                                CUSIP
Numbers.


 


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


 


ARTICLE 3.


 


SECURITY


 


Section 3.1                                      Grant
of Security Interest.


 


(a)                                  To
secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers,
transfers and sets over to the Trustee, for the benefit of the 


 


22

















 


Group I Noteholders (the “Secured
Parties”), and hereby grants to the Trustee, for the benefit of the Secured
Parties, a security interest in all of the Issuer’s right, title and interest
in, to and under the following assets, property and interests in property,
whether now owned or subsequently acquired or arising, together with the
portion of the Pledged Master Collateral with respect to which the ARG Trustee
is named as Beneficiary (all of such right, title and interest being referred
to as the “Collateral”):


 


(i)                                     the
Collateral Agreements (with respect to the Master Collateral Agency Agreement,
solely with respect to the portion of the Pledged Master Collateral for which
the Trustee (on behalf of the Secured Parties) is designated as a Financing
Source and the ARG Trustee is designated as a Beneficiary thereunder, and with
respect to the Assignment Agreements, solely as each such Assignment Agreement
relates to Vehicles), including, without limitation, all monies due and to
become due to the Issuer from any Lessee or the Servicer under or in connection
with the Collateral Agreements (with respect to the Master Collateral Agency
Agreement, solely with respect to the portion of the Pledged Master Collateral
for which the Trustee (on behalf of the Secured Parties) is designated as a
Financing Source and the ARG Trustee is designated as a Beneficiary thereunder,
and with respect to the Assignment Agreements, solely as each such Assignment
Agreement relates to Vehicles), whether payable as fees, expenses, costs,
indemnities, insurance recoveries, damages for the breach of any of the
Collateral Agreements (with respect to the Master Collateral Agency Agreement,
solely with respect to the portion of the Pledged Master Collateral for which
the Trustee (on behalf of the Secured Parties) is designated as a Financing
Source and the ARG Trustee is designated as a Beneficiary thereunder, and with
respect to the Assignment Agreements, solely as each such Assignment Agreement
relates to Vehicles) or otherwise, all security for amounts payable thereunder
and all rights, remedies, powers, privileges and claims of the Issuer against
any other party under or with respect to the Collateral Agreements (with
respect to the Master Collateral Agency Agreement, solely with respect to the
portion of the Pledged Master Collateral for which the Trustee (on behalf of
the Secured Parties) is designated as a Financing Source and the ARG Trustee is
designated as a Beneficiary thereunder, and with respect to the Assignment
Agreements, solely as each such Assignment Agreement relates to Vehicles)
(whether arising pursuant to the terms of such Collateral Agreements (with respect
to the Master Collateral Agency Agreement, solely with respect to the portion
of the Pledged Master Collateral for which the Trustee (on behalf of the
Secured Parties) is designated as a Financing Source and the ARG Trustee is
designated as a Beneficiary thereunder, and with respect to the Assignment
Agreements, solely as each such Assignment Agreement relates to Vehicles) or
otherwise available to the Issuer at law or in equity), the right to enforce
any of the Collateral Agreements (with respect 


 


23

















 


to the Master
Collateral Agency Agreement, solely with respect to the portion of the Pledged
Master Collateral for which the Trustee (on behalf of the Secured Parties) is
designated as a Financing Source and the ARG Trustee is designated as a
Beneficiary thereunder, and with respect to the Assignment Agreements, solely
as each such Assignment Agreement relates to Vehicles) as provided herein and
to give or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the Collateral
Agreements (with respect to the Master Collateral Agency Agreement, solely with
respect to the portion of the Pledged Master Collateral for which the Trustee
(on behalf of the Secured Parties) is designated as a Financing Source and the
ARG Trustee is designated as a Beneficiary thereunder, and with respect to the
Assignment Agreements, solely as each such Assignment Agreement relates to
Vehicles) or the obligations of any party thereunder;


 


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


 


(iii)                               all
right, title and interest of the Issuer in, to and under the Master Collateral
Agency Agreement with respect to the portion of the Pledged Master Collateral
for which Trustee (on behalf of the Secured Parties) is designated as the
Financing Source and the ARG Trustee is designated as the Beneficiary thereunder;


 


(iv)                              all
right, title and interest of the Issuer in, to and under all Eligible
Receivables from time to time financed by the Issuer hereunder;


 


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


 


(vi)                              all
proceeds, products, rents or profits of any and all of the foregoing including,
without limitation, payments under insurance (whether or not the Master
Collateral Agent or the Trustee is the loss payee thereof) or Vehicle
warranties and cash.


 


provided that, in no event shall any
of the foregoing include any right, title or interest in Relinquished Property
Rights, Excluded Payments or Transferred Vehicle Repurchase Rights and, in the
case of Relinquished Property Rights and Transferred Vehicle Repurchase Rights
from the time such Relinquished Property Rights and Transferred Vehicle
Repurchase Rights become Relinquished Property Rights or Transferred Vehicle 


 


24

















 


Repurchase Rights as a result of the assignment of
such Relinquished Property Rights to the Intermediary or the sale or pledge of
such Transferred Vehicle Repurchase Rights to the related Manufacturer
Receivables Transferee or Manufacturer Receivables Purchaser, as applicable.


 


(b)                                 To
secure the Issuer Obligations, the Issuer hereby confirms the grant, pledge,
hypothecation, assignment, conveyance, delivery and transfer to the Master Collateral
Agent under the Master Collateral Agency Agreement for the benefit of the
Trustee (on behalf of the Secured Parties) of a continuing first priority,
perfected Lien on all right, title and interest of Issuer in, to and under the
Pledged Master Collateral.


 


(c)                                  Reserved.


 


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


 


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


 


The Collateral has been
pledged to the Trustee to secure each Series of Group I Notes. For all
purposes hereunder and for the avoidance of doubt, the Collateral will be held
by the Trustee solely for the benefit of the Holders of the Group I Notes, and
no Noteholder of a Segregated Series of Notes will be considered a Secured
Party with respect to the Collateral. In addition, the Issuer may identify
and pledge to the Trustee additional pools of Series-Specific Collateral to
secure a Segregated Series of Notes, as specified in the Series Supplement
with respect to such Segregated Series of Notes. For all purposes
hereunder and for the avoidance of doubt, any Series-Specific Collateral
pledged to the Trustee for the benefit of a Segregated Series of Notes
will be held by the Trustee solely for the benefit of the Noteholders of such
Segregated Series of Notes and no other Noteholders shall be considered a
Secured Party with respect to such Series-Specific


 


25

















 


Collateral unless specifically provided in the Series Supplement
for such Segregated Series of Notes. For the avoidance of doubt, if it is
determined that the Noteholders of a Segregated Series of Notes have an
interest in, to or under the Collateral or Series-Specific Collateral other
than the Series-Specific Collateral securing such Segregated Series of
Notes, then such Noteholders agree that their interest in, to or under the
Collateral or such Series-Specific Collateral not securing such Noteholder’s
Segregated Series of Notes shall be subordinate in all respects to the
claims or rights of the Noteholders with respect to any Series of Notes
entitled to the benefit of such Collateral or Series-Specific Collateral. Similarly,
if it is determined that the Group I Noteholders have an interest in, to or
under any Series-Specific Collateral, then such Noteholders agree that their
interest in, to or under such Series-Specific Collateral shall be subordinate
in all respects to the claims or rights of the Noteholders with respect to the
Segregated Series of Notes entitled to the benefit of such Series-Specific
Collateral. This Base Indenture shall constitute a subordination agreement for
purposes of Section 510(a) of the Bankruptcy Code.


 


Section 3.2                                      Certain
Rights and Obligations of the Issuer Unaffected.


 


(a)                                  Notwithstanding
the assignment and security interest so granted to the Trustee on behalf of the
Secured Parties, the Issuer shall nevertheless be permitted, subject to the
Trustee’s right to revoke such permission in the event of an Amortization Event
and subject to the provisions of Section 3.3, to give all consents,
requests, notices, directions, approvals, extensions or waivers, if any, which
are required or permitted to be given in the normal course of business (which
does not include waivers of defaults under any of the Collateral Agreements or
any of the Manufacturer Programs or revocation of powers of attorney to the
Lessees) (i) by the Issuer to any Lessee and (ii) by the Issuer to
the Manufacturers by the specific terms of each Manufacturer Program.


 


(b)                                 The
grant of the security interest in the Collateral to the Trustee on behalf of
the Secured Parties shall not (i) relieve the Issuer from the performance
of any term, covenant, condition or agreement on the Issuer’s part to be
performed or observed under or in connection with any of the Collateral
Agreements or any of the Manufacturer Programs or from any liability to the
Lessees or the Manufacturers, as the case may be, or (ii) impose any
obligation on the Trustee or any of the Secured Parties to perform or
observe any such term, covenant, condition or agreement on the Issuer’s part to
be so performed or observed or impose any liability on the Trustee or any of
the Secured Parties for any act or omission on the part of the Issuer or
from any breach of any representation or warranty on the part of the
Issuer. The Issuer hereby agrees to indemnify and hold harmless the Trustee and
each Group I Noteholder (including, in each case, their respective assigns,
directors, officers, employees and agents) from and against any and all losses,
liabilities (including liabilities for penalties), claims, demands, actions,
suits, judgments, out-of-pocket costs and expenses arising out of or resulting
from the security interest granted hereby or by any Assignment Agreement,
whether arising by virtue of any act or omission on the part of the Issuer
or otherwise, including, without limitation, the reasonable out-of-pocket
costs, expenses, and disbursements (including reasonable attorneys’ fees and
expenses) incurred by the Trustee and any of the Group I 


 


26

















 


Noteholders in enforcing
this Base Indenture or preserving any of their respective rights to, or
realizing upon, any of the Collateral; provided, however, the
foregoing indemnification shall not extend to any action by the Trustee or a
Group I Noteholder which constitutes negligence or willful misconduct by the
Trustee, such Group I Noteholder or any other indemnified person hereunder. The
indemnification provided for in this Section 3.2 shall survive the
removal of, or a resignation by, such Person as Trustee as well as the
termination of this Indenture, any Series Supplement or any Assignment
Agreement.


 


Section 3.3                                      Performance
of Collateral Agreements.


 


Upon the occurrence of an
Amortization Event, promptly following a request from the Trustee or the Master
Collateral Agent to do so and at the Issuer’s expense, the Issuer agrees to
take all such lawful action as permitted under this Indenture as is reasonably
necessary or as the Trustee or the Master Collateral Agent may request to
compel or secure the performance and observance by:  (i) any Lessee, the Intermediary or any
other party to any of the Collateral Agreements of its obligations to the
Issuer and (ii) a Manufacturer under a Manufacturer Program of its
obligations to any Lessee, the Issuer or the Master Collateral Agent, as
assignee, in each case in accordance with the applicable terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer to the extent and in the manner as is reasonably necessary or as
directed by the Trustee or the Master Collateral Agent, as applicable,
including, without limitation, the transmission of notices of default and the
institution of legal or administrative actions or proceedings to compel or
secure performance by such Lessee, the Intermediary (or such other party to any
Collateral Agreement), or by a Manufacturer under a Manufacturer Program, of
their respective obligations thereunder. If (i) the Issuer shall have
failed, within 30 days of receiving the direction of the Trustee or the Master
Collateral Agent, as applicable, to take commercially reasonable action to
accomplish such directions of the Trustee or the Master Collateral Agent, as
applicable, (ii) the Issuer refuses to take any such action, or (iii) the
Trustee or the Master Collateral Agent, as applicable, reasonably determines
that such action must be taken immediately, the Trustee or the Master
Collateral Agent, as applicable, may take such previously directed action
and any related action permitted under this Indenture which the Trustee or the
Master Collateral Agent, as applicable, thereafter determines is appropriate
(without the need under this provision or any other provision under the
Indenture to direct the Issuer to take such action), on behalf of the Issuer
and the Secured Parties.


 


Section 3.4                                      Release
of Lien on Vehicles.


 


The Lien of the Trustee
on the Vehicles shall automatically be deemed to be released concurrently with
any release thereof as provided in Section 27 of the Lease, or Sections
2.3 or 2.7 of the Master Collateral Agency Agreement.


 


27

















 


Section 3.5                                      Stamp,
Other Similar Taxes and Filing Fees.


 


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


 


Section 3.6                                      Pledge
or Sale of Vehicle Repurchase Rights.


 


(a)                                  The
Issuer will have the option, exercisable with respect to any Vehicle Repurchase
Rights (other than any Vehicle Repurchase Rights that have been assigned to the
Intermediary) related to a Vehicle, to sell such Vehicle Repurchase Rights, or
with respect to Vehicle Repurchase Rights that have been assigned to the
Intermediary, to direct the Intermediary to sell or consent to the Intermediary
selling such Vehicle Repurchase Rights, to a Manufacturer Receivables Purchaser
for a price equal to the amount due from the Manufacturer under the
Manufacturer Receivables comprising such Vehicle Repurchase Rights or any
lesser amount to the extent that either (i) after giving effect to any
such sale, no Amortization Event with respect to any Outstanding Series of
Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of
Notes, Enhancement Deficiency with respect to any Outstanding Series of
Notes, Lease Event of Default, Potential Amortization Event with respect to any
Outstanding Series of Notes, Potential Enhancement Agreement Event of
Default with respect to any Outstanding Series of Notes or Potential Lease
Event of Default would result from such sale at a lesser price or (ii) the
Required Noteholders of each Series have consented to such sale. The
Issuer shall direct (either itself or through the Intermediary) in the related
Manufacturer Receivables Purchase Agreement that the proceeds of any such sale
of Vehicle Repurchase Rights be deposited directly into the Master Collateral
Account or the Collection Account. Upon deposit of such funds into the Master
Collateral Account or the Collection Account, as the case may be, the
Issuer shall cause title to any such Vehicle Repurchase Rights to be
transferred to the related Manufacturer Receivables Purchaser and the lien of
the Trustee and Master Collateral Agent (pursuant to the terms of the Master
Collateral Agency Agreement) in such Vehicle Repurchase Rights will
automatically be released. Prior to any Manufacturer Receivables Purchase
Agreement becoming effective, it must contain a non-petition clause with
respect to the Issuer providing equivalent protections to the provisions of Section 13.16
hereof and the Trustee shall have received an Opinion of Counsel addressing the
matters set forth in Section 2.2(f)(x).


 


(b)                                 The
Issuer will have the option, exercisable with respect to any Vehicle Repurchase
Rights (other than any Vehicle Repurchase Rights that have been assigned to the
Intermediary) related to a Vehicle, to pledge such Vehicle Repurchase 


 


28

















 


Rights to a Manufacturer
Receivables Transferee, or with respect to Vehicle Repurchase Rights that have
been assigned to the Intermediary, to direct 
the Intermediary to pledge or consent to the Intermediary to pledging
such Vehicle Repurchase Rights to a Master Exchange Lender, in each case for
proceeds equal to the amount due from the Manufacturer under the Manufacturer
Receivables comprising such Vehicle Repurchase Rights or any lesser amount to
the extent that either (i) after giving effect to any such pledge and the
release of the Master Collateral Agent’s Lien in such Vehicle Repurchase Rights
pursuant to Section 2.7(d) of the Master Collateral Agency
Agreement, no Amortization Event with respect to any Outstanding Series of
Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of
Notes, Enhancement Deficiency with respect to any Outstanding Series of
Notes, Lease Event of Default, Potential Amortization Event with respect to any
Outstanding Series of Notes, Potential Enhancement Agreement Event of
Default with respect to any Outstanding Series of Notes or Potential Lease
Event of Default would result from such pledge for proceeds in an amount less
than the amount due under the relevant Vehicle Repurchase Rights or (ii) the
Required Noteholders of each Series have consented to such pledge. The
Issuer shall direct (either itself or through the Intermediary) in the related
Manufacturer Receivables Transfer Agreement or Master Exchange Financing
Agreement that the proceeds of any such pledge of Vehicle Repurchase Rights be
deposited directly into the Master Collateral Account or the Collection Account.
Upon deposit of such funds into the Master Collateral Account or the Collection
Account, as the case may be, the Issuer shall cause the lien of the
Trustee and Master Collateral Agent (pursuant to the terms of the Master
Collateral Agency Agreement) in such Vehicle Repurchase Rights to be released. Prior
to any Manufacturer Receivables Transfer Agreement becoming effective, it must
contain a non-petition clause with respect to the Issuer providing equivalent
protections to the provisions of Section 13.16 hereof and the
Trustee shall have received an Opinion of Counsel addressing the matters set
forth in Section 2.2(f)(x).


 


ARTICLE 4.


 


REPORTS


 


Section 4.1                                      Agreement
of Servicer to Provide Reports and Instructions.


 


(a)                                  Pursuant
to the Lease, the Master Collateral Agency Agreement and the Master Exchange
Agreement, the Servicer has agreed to provide certain reports specified therein
and may act on behalf of the Issuer hereunder. The Noteholders by their
acceptance of the Notes consent to the provision of such reports by the
Servicer in lieu of the Trustee or the Issuer and such actions by the Servicer.


 


(b)                                 The
Trustee and the Paying Agent shall promptly follow the instructions of the
Servicer given pursuant to the Lease to withdraw funds from the Collection
Account and make drawings under any Enhancement, as provided in the applicable Series Supplement.


 


29

















 


ARTICLE 5.


 


ALLOCATION
AND APPLICATION OF COLLECTIONS


 


Section 5.1                                      Collection
Account.


 


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


 


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


 


(c)                                  Administration
of the Collection Account. The Issuer, the Servicer or a Person designated
in writing by the Servicer to act on behalf of the Servicer with written
notification to the Trustee, shall instruct the institution maintaining the
Collection Account in writing to invest funds on deposit in the Collection
Account (including any administrative subaccounts thereof) at all times in
Permitted Investments selected by the Issuer (by standing instructions or
otherwise); provided, however, that except as provided 


 


30

















 


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


 


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


 


Section 5.2                                      Collections
and Allocations.


 


(a)                                  Allocation
of Relinquished Property Proceeds and Collections in General. Until this
Indenture is terminated pursuant to Section 11.1, the Issuer shall,
and the Trustee is authorized to, (I) direct all Collections due and to become
due to the Issuer or the Trustee, as the case may be, (i) under or in
connection with the Pledged Master Collateral for which the Trustee (on behalf
of the Secured Parties) is designated as the Financing Source and the ARG
Trustee is designated as the Beneficiary under the Master Collateral Agency
Agreement (including, without limitation, amounts due from Manufacturers and
related auction houses under their Manufacturer Programs with respect to
Vehicles other than Exchanged Vehicles or Relinquished Vehicles but excluding
amounts representing the proceeds from sales of Vehicles by any Lessee or the
Lessor to third parties other than the Manufacturers, warranty payments and
insurance proceeds) to be paid directly to the Master Collateral Agent for
deposit into the Master Collateral Account; (ii) with respect to amounts
representing the proceeds from sales of Vehicles (other than Exchanged Vehicles
or Relinquished Vehicles) by any Lessee or the 


 


31

















 


Lessor to third parties
other than the Manufacturers to be deposited by such Lessee or the Lessor, as
the case may be, within two Business Days of its receipt thereof into the
Master Collateral Account or the Collection Account; (iii) under the Lease
to be paid directly to the Trustee for deposit into the Collection Account; and
(iv) from any other source (other than Collections excluded under clause
(i) above) to be paid either (a) directly into the Collection
Account at such times as such amounts are due or (b) by any Lessee or the
Lessor, as the case may be, into the Collection Account within two
Business Days of its receipt thereof (and, in each case, the Issuer represents
to the Secured Parties that it has instructed the Lessees, the Servicer, the
Manufacturers, and any other source of Collections, as applicable, to so remit
such amounts) and (II) direct all amounts representing Relinquished Property
Proceeds to be directly deposited into the Master Collateral Accounts for
application in accordance with the provisions of the Master Exchange Agreement.
Upon the occurrence and during the continuance of an Amortization Event,
Potential Amortization Event or Affiliate Issuer Liquidation Event of Default,
insurance proceeds and warranty payments (with respect to Vehicles other than
Exchanged Vehicles) will be deposited in the Master Collateral Account within
two Business Days of their receipt by any Lessee, the Lessor or the Servicer,
as applicable; provided, however, upon the delivery of an Officer’s
Certificate of the Servicer to the Trustee (upon which it may conclusively
rely) certifying (i) that a Vehicle for which insurance proceeds or
warranty payments (which are not Excluded Payments), as the case may be,
have been received in the Collection Account has been repaired and (ii) as
to the dollar amount of such repairs, the Trustee shall release to the Lessee
thereof insurance proceeds or warranty payments, as the case may be, in
such dollar amount (to the extent not previously applied hereunder). The Issuer
agrees that if any such monies, instruments, cash or other proceeds shall be
received by the Issuer in an account other than the Master Collateral Account
and the Collection Account or in any other manner, such monies, instruments,
cash and other proceeds will not be commingled by the Issuer with any of its
other funds or property, if any, but will be held separate and apart therefrom
and shall be held in trust by the Issuer for, and immediately (but in any event
within two Business Days from receipt) paid over to the Trustee or the Master
Collateral Agent, as applicable, with any necessary endorsement. All amounts on
deposit in the Master Collateral Accounts shall be allocated and distributed to
the Trustee and other Beneficiaries as provided in the Master Exchange
Agreement and the Master Collateral Agency Agreement. Subject to Section 9.10,
all monies, instruments, cash and other proceeds received by the Trustee
pursuant to this Indenture (including amounts received from the Master
Collateral Agent) shall be promptly deposited in the Collection Account and,
except for the amounts payable by the Issuer to GM as described in Section 5.2(e),
shall be applied as provided in this Article 5.


 


(b)                                 Disqualification
of Institution Maintaining Collection Account. Upon and after the
establishment of a new Collection Account with a Qualified Institution or
qualified corporate trust department pursuant to Section 5.1(a),
the Issuer, the Servicers and the Lessees shall deposit or cause to be
deposited all Collections as set forth in Section 5.2(a) into
the new Collection Account, and in no such event shall deposit or cause to be
deposited any Collections thereafter into any account established, 


 


32

















 


held or maintained with
the institution formerly maintaining the Collection Account (unless it later
becomes a Qualified Institution or qualified corporate trust department
maintaining the Collection Account). The Issuer will instruct the Lessees and
the Servicer as to the foregoing requirements of this subsection (b).


 


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


 


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


 


(e)                                  Payments
To GM. Notwithstanding anything herein to the contrary, the Issuer agrees
that it will, and the Trustee agrees that the Issuer will, to the extent that it
receives payments under the Lease (i) that are applied in accordance with Section 10(g)(iv) of
the Lease Annex as Depreciation Charges that accrued on GM Freeze Vehicles
during a GM Freeze Period or (ii) that are applied in accordance with Section 10(g)(v) of
the Lease Annex as Monthly GM Mileage Charges, be obligated to pay to GM the
Monthly GM Mileage Charges to the extent of the payments under the Lease that
are applied in accordance with Section 10(g)(v) of the Lease
Annex as Monthly GM Mileage Charges and an amount equal to the amount referred
to in (i) above times the GM Pro Rata Share on the date such payments are
received.


 


The Servicer shall
determine the amount of the payments made by the Lessees or the Guarantor under
the Lease and deposited into the Collection Account that are properly
characterized as GM Past Due Monthly Depreciation Charges or Monthly GM Mileage
Charges in accordance with the Lease Annex and the Servicer shall deliver an
Officer’s Certificate of the Servicer to the Trustee and the Issuer certifying
the amount, if any, of any such payments. Upon the receipt of any such Officer’s
Certificate, the Trustee shall withdraw from the Collection Account and pay to
GM the amount set forth in such Officer’s Certificate.


 


33

















 


Section 5.3                                      Determination
of Monthly Interest.


 


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


 


Section 5.4                                      Determination
of Monthly Principal.


 


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


 


Section 5.5                                      Paired
Series.


 


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


 


[THE REMAINDER OF ARTICLE 5
IS RESERVED AND MAY BE SPECIFIED IN ANY SERIES SUPPLEMENT WITH
RESPECT TO ANY SERIES.]


 


ARTICLE 6.


 


DISTRIBUTIONS
AND REPORTS TO NOTEHOLDERS


 


Section 6.1                                      Distributions
in General.


 


(a)                                  Unless
otherwise specified in the applicable Series Supplement, on each
Distribution Date with respect to each Outstanding Series, (i) the Trustee
or the Paying Agent shall deposit (in accordance with the Monthly Certificate
delivered to the Trustee) in the Distribution Account for each such Series the
amounts on deposit in the 


 


34

















 


Collection Account  (or in the case of a Segregated Series of
Notes, the collection account established pursuant to the related Series Supplement)
allocable to Noteholders of such Series as interest and, if during an
Amortization Period, principal, and (ii) to the extent provided for in the
applicable Series Supplement, the Trustee shall deposit in the
Distribution Account for each such Series the amount of Enhancement for
such Series drawn in connection with such Distribution Date.


 


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


 


(c)                                  Unless
otherwise specified in the applicable Series Supplement, amounts
distributable to a Noteholder pursuant to this Section 6.1 shall be
payable by wire transfer of immediately available funds released by the Trustee
or the Paying Agent from the Distribution Account no later than 10:00 a.m.
(New York City time) for credit to the account designated by such Noteholder.


 


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


 


(e)                                  All
distributions in respect of Notes represented by a Temporary Global Note will
be made only with respect to that portion of the Temporary Global Note in
respect of which Euroclear or Clearstream shall have delivered to the Trustee a
certificate or certificates substantially in the form of Exhibit A.
The delivery to the Trustee by Euroclear or Clearstream of the certificate or
certificates referred to above may be relied upon by the Issuer and the
Trustee as conclusive evidence that the certificate or certificates referred to
therein has or have been delivered to Euroclear or Clearstream pursuant to the
terms of this Base Indenture and the Temporary Global Note. No payments of
interest will be made on a Temporary Global Note after the Exchange Date
therefor.


 


35

















 


Section 6.2                                      Optional
Repurchase of Notes.


 


On or after the date set
forth in the Series Supplement related to a Series of Notes, the
Issuer shall have the option to purchase all Outstanding Notes of such Series,
or class of such Series, at a purchase price set forth in such Series Supplement.
Unless otherwise specified in the related Series Supplement, the Issuer
shall give the Trustee at least 30 days’ prior written notice of the date on
which the Issuer intends to exercise such option to purchase. Not later than
12:00 noon, New York City time, on the date set for purchase, an amount equal
to the purchase price for the Notes of such Series will be deposited into
the Distribution Account or the Collection Account (or in the case of a
Segregated Series of Notes, the collection account established pursuant to
the related Series Supplement) for such Series in immediately
available funds. The funds deposited into such Distribution Account or the
Collection Account (or in the case of a Segregated Series of Notes, the
collection account established pursuant to the related Series Supplement)
or distributed to the Trustee or the Paying Agent will be passed through in
full to the Noteholders of such Series on such date.


 


Section 6.3                                      Monthly
Noteholders’ Statement.


 


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


 


Section 6.4                                      Annual
Noteholders’ Tax Statement.


 


Unless otherwise
specified in the related Series Supplement, on or before January 31
of each calendar year, beginning with calendar year 2006, the Trustee or the
Paying Agent shall furnish to each Person who at any time during the preceding
calendar year was a Noteholder a statement prepared by the Issuer (or the Servicer
on its behalf) containing the information which is required to be contained in
the Monthly Noteholders’ Statements with respect to each Series of Notes
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Noteholder, together with such other customary
information (consistent with the treatment of the Notes as debt) as the Issuer
or the Servicer deems necessary or desirable to enable the Noteholders to
prepare their tax returns (each such statement, an “Annual Noteholders’ Tax
Statement”). Such obligations of the Issuer to prepare and the Trustee or
the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee or the Paying Agent pursuant to
any requirements of the Code as from time to time in effect.


 


36

















 


ARTICLE 7.


 


REPRESENTATIONS
AND WARRANTIES


 


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


 


Section 7.1                                      Existence
and Power.


 


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


 


(b)                                 The
General Partner (i) is the sole general partner of the Issuer, (ii) is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware, (iii) is duly qualified
to do business as a foreign limited liability company and in good standing
under the laws of each jurisdiction where the character of its property, the
nature of its business or the performance of its obligations make such qualification
necessary and (iv) has all powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted and for purposes of the transactions contemplated by this Indenture
and the other Related Documents.


 


Section 7.2                                      Limited
Partnership and Governmental Authorization.


 


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


 


37

















 


Section 7.3                                      Binding
Effect.


 


This Indenture and each
other Related Document (other than any Related Document relating solely to a
Segregated Series) are legal, valid and binding obligations of the Issuer
enforceable against the Issuer in accordance with their respective terms
(except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors’ rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing).


 


Section 7.4                                      Registered
Organization.


 


The Issuer is a
Registered Organization.


 


Section 7.5                                      Litigation.


 


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


 


Section 7.6                                      No
ERISA Plan.


 


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


 


Section 7.7                                      Tax
Filings and Expenses.


 


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


 


38

















 


Section 7.8                                      Disclosure.


 


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


 


Section 7.9                                      Investment
Company Act; Securities Act.


 


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


 


Section 7.10                                Regulations
T, U and X.


 


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


 


Section 7.11                                No
Consent.


 


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


 


Section 7.12                                Solvency.


 


Both before and after
giving effect to the transactions contemplated by this Indenture and the other
Related Documents, the Issuer is solvent within the meaning of 


 


39

















 


the Bankruptcy Code and the Issuer is not the subject
of any voluntary or involuntary case or proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy or insolvency law and no Event of Bankruptcy has occurred with
respect to the Issuer.


 


Section 7.13                                Ownership
of Limited Partnership Interests; Subsidiary.


 


The sole general partner
of the Issuer is the General Partner and the sole limited partner of the Issuer
is Vanguard, all of the issued and outstanding membership interests in the
General Partner are owned by Vanguard, all of which interests have been validly
issued, are fully paid and non-assessable and are owned of record by such
entity. The Issuer has no subsidiaries and owns no capital stock of, or other
interest in, any other Person.


 


Section 7.14                                Security
Interests.


 


(a)                                  All
action necessary (including the filing of UCC-l financing statements, the
assignment of rights under the Manufacturer Programs to the Master Collateral
Agent and the notation on the Certificates of Title for all Vehicles of the
Master Collateral Agent’s Lien), to protect and perfect the Trustee’s security
interest in the Collateral and the Master Collateral Agent’s security interest
in the Pledged Master Collateral now in existence and hereafter acquired or
created has been duly and effectively taken.


 


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


 


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


 


(d)                                 Except
for a change made pursuant to Section 8.21, (i) the Issuer’s
sole place of business and chief executive office shall be at, and the place
where its 


 


40

















 


records concerning the
Collateral are kept is at:  7700 France
Avenue South, Minneapolis, Minnesota and (ii) the Issuer’s jurisdiction of
organization is Delaware. The Issuer does not transact, and has not transacted,
business under any other name.


 


(e)                                  All
authorizations in this Indenture for the Trustee to endorse checks, instruments
and securities and to file financing statements, continuation statements,
security agreements, Certificates of Title, and other instruments with respect
to the Collateral are powers coupled with an interest and are irrevocable.


 


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


 


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


 


(h)                                 The
Issuer owns and has good and marketable title to the General Intangibles
Collateral and the Collection Account Collateral free and clear of any Liens
(except for Permitted Liens), claim or encumbrance of any Person.


 


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


 


(j)                                     Other
than the security interest granted to the Trustee in favor of the Secured
Parties herein, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the General Intangibles Collateral. The
Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral covering
the General Intangibles Collateral other than any financing statement relating
to the security interest granted to the Trustee in favor of the Secured Parties
hereunder or that has been terminated. The Issuer is not aware of any judgment
or tax lien filings against the Issuer.


 


41

















 


Section 7.15                                Binding
Effect of Lease.


 


The Lease is in full
force and effect and there are no outstanding Lease Events of Default or
Potential Lease Events of Default.


 


Section 7.16                                Non-Existence
of Other Agreements.


 


As of the date of the
issuance of the first Series of Notes, other than as permitted by Section 8.24
and Section 8.26 hereof (i) the Issuer is not a party to any
contract or agreement of any kind or nature and (ii) the Issuer is not
subject to any obligations or liabilities of any kind or nature in favor of any
third party, including, without limitation, Contingent Obligations.


 


Section 7.17                                Manufacturer
Programs.


 


The Issuer is an
Authorized Fleet Purchaser under each Manufacturer Program and no Manufacturer
Event of Default or Potential Manufacturer Event of Default has occurred and is
continuing with respect to each Manufacturer providing any such Manufacturer
Program, in each case in respect of which (i) Program Vehicles will be
acquired or refinanced by the Issuer and leased under the Lease or (ii) Eligible
Receivables will be financed or refinanced by the Issuer hereunder.


 


Section 7.18                                Other
Representations.


 


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


 


ARTICLE 8.


 


COVENANTS


 


Section 8.1                                      Payment
of Notes.


 


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


 


42

















 


Section 8.2                                      Maintenance
of Office or Agency.


 


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


 


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


 


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


 


Section 8.3                                      Information.


 


The Issuer will deliver
or cause to be delivered to the Trustee:


 


(a)                                  promptly
upon the delivery by the Servicer to the Issuer, a copy of the financial
information and other materials required to be delivered by the Servicer to the
Issuer and the Master Collateral Agent pursuant to the Lease (delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates));


 


(b)                                 from
time to time such additional information regarding the financial position,
results of operations or business of any Lessee, Vanguard or Vanguard Holdings,
as the Trustee may reasonably request to the extent that such Lessee,
Vanguard or Vanguard Holdings, as the case may be, delivers such
information to the Issuer pursuant to the Lease (delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates));


 


43

















 


(c)                                  at
the time of delivery of the items described in clause (a) above, a
certificate of an officer of the Issuer that, except as provided in any
certificate delivered in accordance with Section 8.10, no
Amortization Event, Lease Event of Default or (to the best of such officer’s
knowledge) Potential Amortization Event or Potential Lease Event of Default has
occurred or is continuing during the applicable fiscal quarter;


 


(d)                                 on
or prior to June 30 of each year, a certificate of an Authorized Officer
of the Issuer certifying that no change in the Manufacturer Program of any
Manufacturer in respect of any new model year shall have given rise to any
request on the part of the Rating Agencies that any modification be made
to the Lease or any other Related Document, and the Issuer has apprised the
Rating Agencies of all material changes in the Manufacturer Programs occurring
since the date of this Indenture;


 


(e)                                  on
or prior to the twentieth day of each month (or if such day is not a Business
Day, on the next succeeding Business Day), a copy of the Monthly Vehicle
Statement relating to the Collateral as of the last Business Day of the
immediately preceding month received by the Issuer from the Servicer pursuant
to the Lease; and


 


(f)                                    promptly
following the introduction of any prospective change in any Manufacturer
Program or the introduction of any new Manufacturer Program by an existing
Manufacturer, or, if later, the date the Issuer or any Lessee obtains notice
thereof, notice of the same and notice thereof to the Rating Agencies
describing the principal terms thereof, and at least annually a copy of each
Manufacturer Program to the Rating Agencies.


 


Section 8.4                                      Payment
of Obligations.


 


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


 


Section 8.5                                      Rule 144A
Information Requirement.


 


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


 


44

















 


Section 8.6                                      Conduct
of Business and Maintenance of Existence.


 


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


 


Section 8.7                                      Compliance
with Laws.


 


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


 


Section 8.8                                      Inspection
of Property, Books and Records.


 


The Issuer will keep
proper books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its Assets,
business and activities in accordance with GAAP applied on a consistent basis;
and will permit the Trustee, and/or any Person designated by the Trustee, to
visit and inspect any of its properties, to examine and make abstracts from any
of its books and records and to discuss its affairs, finances and accounts with
its officers, directors, employees and independent public accountants, all at
such reasonable times upon reasonable notice and as often as may reasonably
be requested.


 


Section 8.9                                      Compliance
with Related Documents.


 


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


 


Section 8.10                                Notice
of Defaults.


 


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


 


45

















 


(b)                                 Promptly
upon becoming aware of any default under any Related Document or under any
Manufacturer Program, the Issuer shall give the Trustee and the Rating Agencies
written notice thereof.


 


Section 8.11                                Notice
of Material Proceedings.


 


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


 


Section 8.12                                Further
Requests.


 


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


 


Section 8.13                                Further
Assurances.


 


(a)                                  The
Issuer shall do such further acts and things, and execute and deliver to the
Trustee such additional assignments, agreements, powers and instruments, as is
required or as the Trustee or the Requisite Investors reasonably determines to
be necessary to carry into effect the purposes of this Indenture or the other
Related Documents or to better assure and confirm unto the Trustee or the
Noteholders their rights, powers and remedies hereunder including, without
limitation, the filing of any financing or continuation statements under the
Uniform Commercial Code in effect in any jurisdiction with respect to the
liens and security interests granted hereby or pursuant to the Master
Collateral Agency Agreement. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any promissory note,
chattel paper or other instrument, such note, chattel paper or instrument shall
be deemed to be held in trust and immediately pledged to the Trustee hereunder,
and shall, subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly endorsed in a manner satisfactory to the Trustee and
physically delivered to the Trustee promptly. Without limiting the generality
of the foregoing provisions of this Section 8.13(a), the Issuer
shall take all actions that are required to maintain the security interest of
the Trustee in the Collateral and of the Master Collateral Agent in the Pledged
Master Collateral as a perfected security interest subject to no prior Liens,
including, without limitation (i) filing all Uniform Commercial Code
financing statements, continuation statements and amendments thereto necessary
to achieve the foregoing, (ii) causing the Lien of the Master Collateral
Agent to be noted on all Certificates of Title and (iii) except as
otherwise provided in the Master Collateral Agency Agreement, causing the
Servicer, as agent for the Master Collateral Agent, to maintain possession of
the applicable Certificates of Title for the benefit of the Master Collateral
Agent pursuant to and in accordance with Section 2.6 of the Master
Collateral Agency Agreement. If the Issuer fails to perform any of its
agreements or obligations under this Section 8.13(a), the Trustee may (but
shall not be required to) itself perform such agreement or obligation, 


 


46

















 


and the expenses of the
Trustee incurred in connection therewith shall be payable by the Issuer upon
the Trustee’s demand therefor; provided, however, prior to taking
any such action, the Trustee shall give notice of such intention to the Issuer
and provide the Issuer with a reasonable opportunity to take such action itself.
The Issuer also hereby authorizes the Trustee, and appoints the Trustee as its
agent and attorney in fact, to file any such financing statement or
continuation statement in order to perfect or maintain the first-priority Lien
created by this Indenture in the Collateral, but the Trustee shall not be
obligated to so file.


 


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


 


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


 


Section 8.14                                Manufacturer
Programs.


 


(a)                                  Prior
to acquiring any Program Vehicles, the Issuer will have received (i) an
executed Assignment Agreement with respect to the Manufacturer Program covering
such Program Vehicle, (ii) if any Series of Outstanding Notes is held
by an Affiliate Issuer and any series of securities issued by an Affiliate
Issuer is then being rated by a Rating Agency and, if so required by any such
Rating Agency, a written confirmation from such Rating Agency that the acquisition
of Vehicles pursuant to such Manufacturer Program satisfies the Rating Agency
Confirmation Condition with respect to such Series of Notes and (iii) if
there is a material change to a Manufacturer Program during a model year,
written confirmation from each such Rating Agency that the acquisition of
Program Vehicles pursuant to such Manufacturer Program satisfies the Rating
Agency Confirmation Condition with respect to each Outstanding Series of
Notes; provided that the satisfaction of the Confirmation Condition with
respect to a Manufacturer shall not constitute a material change for purposes
of this Section 8.14. A copy of the rating confirmations set forth
in clauses (ii) and (iii) will promptly be delivered to
the Trustee for delivery to the Noteholders of any Outstanding Series of
Notes.


 


(b)                                 The
Issuer will (a) provide the Trustee and the Rating Agencies with at least
15 days’ prior written notice of its intention to finance Program Vehicles from
any new Manufacturer and (b) provide the Trustee with a copy of the draft 


 


47

















 


Manufacturer Program of
such Manufacturer as it exists at the time of such notice and a copy of the
final Manufacturer Program promptly upon its being available. In no event shall
the Issuer agree, to the extent any consent of the Issuer is solicited or
required by the Manufacturer or any assignor of such Manufacturer Program, to
any change in any Manufacturer Program that is reasonably likely to materially
adversely affect its rights or the rights of the Noteholders with respect to
any Program Vehicle previously purchased or financed under such Manufacturer
Program.


 


Section 8.15                                Liens.


 


The Issuer will not
create, incur, assume or permit to exist any Lien upon any of its Assets
(including the Collateral), other than (i) Liens in favor of the Trustee
for the benefit of the Secured Parties, (ii) Liens upon Exchanged Vehicle
Repurchase Rights and Exchanged Vehicle Insurance Payments in favor of the
Exchange Lender, (iii) Permitted Liens, (iv) Liens under the Second
Base Indenture existing as of the date hereof that do not encumber the
Collateral, (v) Liens upon Master Exchanged Vehicle Repurchase Rights in
favor of a Master Exchange Lender  and (vi) Liens
upon Transferred Vehicle Repurchase Rights in favor of a Manufacturer
Receivables Transferee or a Manufacturer Receivables Purchaser.


 


Section 8.16                                Other
Indebtedness.


 


Neither the Issuer nor
the General Partner will create, assume, incur, suffer to exist or otherwise
become or remain liable in respect of any Indebtedness other than (i) Indebtedness
hereunder, (ii) Indebtedness existing as of the date hereof and permitted
under the Second Base Indenture, (iii) Indebtedness permitted under any
other Related Document, (iv) Indebtedness to an Exchange Lender for the
purchase of Replacement Vehicles, which Indebtedness is non-recourse to the
Issuer, the General Partner or any Pledged Master Collateral, and is created
pursuant to an Exchange Financing Agreement, (v) Indebtedness to a Master
Exchange Lender for the purchase of Replacement Property, which Indebtedness is
non-recourse to the Issuer, the General Partner and any Pledged Master
Collateral, and is created pursuant to a Master Exchange Financing Agreement
and (vi) Indebtedness to a Manufacturer Receivables Transferee pursuant to
a Manufacturer Receivables Transfer Agreements which Indebtedness is
non-recourse to the Issuer, the General Partner and any Pledged Master
Collateral.


 


Section 8.17                                Mergers.


 


Neither the Issuer nor
the General Partner will merge or consolidate with or into any other Person.


 


Section 8.18                                Sales
of Assets.


 


The Issuer will not sell,
lease, transfer, liquidate or otherwise dispose of any Assets, except as
contemplated by the Related Documents, the Second Base Indenture (solely with
respect to Assets not constituting Collateral), the GM Side Letter 


 


48

















 


and the Note Receivables Trust Agreement and provided
that if such Assets constitute Collateral or Pledged Master Collateral with
respect to which the ARG Trustee is Beneficiary the proceeds received by the
Issuer are paid directly to the Collection Account (or a similar collection
account established by the Issuer with the Trustee as contemplated by Section 2.3(b) and
5.1 in respect of a new pool of Series-Specific Collateral) or the
Master Collateral Account or deposited by the Issuer into the Collection
Account (or a similar collection account established by the Issuer with the
Trustee as contemplated by Section 2.3(b) and 5.1 in
respect of a new pool of Series-Specific Collateral) or the Master Collateral
Account within two Business Days after receipt thereof by the Issuer (except
that amounts payable to the Issuer with respect to Exchanged Vehicles by the
related Manufacturer under its Manufacturer Program shall be paid into the
Exchange Account).


 


Section 8.19                                Acquisition
of Assets.


 


Neither the Issuer nor
the General Partner will acquire, by long-term or operating lease or otherwise,
any Assets except in accordance with the terms of the Related Documents or the
Second Base Indenture.


 


Section 8.20                                Dividends,
Officers’ Compensation, etc.


 


Neither the Issuer nor
the General Partner will (i) declare or pay any distributions on any of
its partnership interests or membership interests, as the case may be, or
make any purchase, redemption or other acquisition of, any of its partnership
interests or membership interests, as the case may be provided, however,
that so long as no Amortization Event or Potential Amortization Event has
occurred and is continuing or would result therefrom, the Issuer and the
General Partner may declare and pay distributions out of capital or
earnings computed in accordance with GAAP applied on a consistent basis or (ii) pay
any wages or salaries or other compensation to officers, directors, employees
or others except out of capital or earnings computed in accordance with GAAP
applied on a consistent basis.


 


Section 8.21                                Name;
Principal Office.


 


The Issuer will neither (a) change
its jurisdiction of organization or the location of its chief executive office
or sole place of business (within the meaning of the applicable UCC) without
thirty (30) days’ prior written notice to the Trustee and the Master Collateral
Agent nor (b) change its name or corporate structure to such an extent
that any financing statement filed in connection with this Base Indenture would
become misleading without prior written notice to the Trustee and the Master
Collateral Agent sufficient to allow the Trustee and the Master Collateral
Agent to make all filings (including filings of financing statements on form UCC-1)
and recordings necessary to maintain the perfection of the interest of the
Trustee in the Collateral or of the Master Collateral Agent in the Pledged
Master Collateral pursuant to this Base Indenture or the Master Collateral
Agency Agreement, as the case may be. In the event that Issuer desires to
so change its jurisdiction of organization, its name or corporate structure,
the Issuer 


 


49

















 


will make any required filings and prior to actually
changing its jurisdiction of organization, its name or corporate structure, the
Issuer will deliver to the Trustee and the Master Collateral Agent (i) an
Officers’ Certificate and an Opinion of Counsel confirming that all required
filings have been made to continue the perfected interest of the Trustee in the
Collateral and the perfected interest of the Master Collateral Agent in the
Pledged Master Collateral in respect of the new jurisdiction of organization,
new name or corporate structure of the Issuer and (ii) copies of all such
required filings with the filing information duly noted thereon by the office
in which such filings were made.


 


Section 8.22                                Organizational
Documents.


 


Neither the Issuer nor
the General Partner will amend any of its organizational documents, including
the certificate of limited partnership or limited partnership agreement of the
Issuer and the certificate of formation and limited liability company agreement
of the General Partner unless, prior to such amendment, each Rating Agency
confirms that after such amendment the Rating Agency Confirmation Condition
with respect to each Outstanding Series of Notes will be met.


 


Section 8.23                                Investments.


 


Neither the Issuer nor
the General Partner will make, incur, or suffer to exist any loan, advance,
extension of credit to, or other investment in, any Person other than (in the
case of the Issuer) pursuant to the Subordinated Note or as permitted by the
Related Documents and the Second Base Indenture and with respect to Permitted
Investments and (in the case of the General Partner) in the Issuer; provided,
however, that upon the occurrence and during the continuance of an
Amortization Event, the Issuer shall not advance any additional amounts under
the Subordinated Note. In addition, without limiting the generality of the
foregoing, the Issuer will not cause the Trustee to make any Permitted
Investments on the Issuer’s behalf that would have the effect of causing the Issuer
to be an “investment company” within the meaning of the Investment Company Act.


 


Section 8.24                                No
Other Agreements.


 


The Issuer will not (a) enter
into or be a party to any agreement or instrument other than any Related
Document, the Second Base Indenture (and any documents permitted under the
Second Base Indenture that do not affect the Collateral), the GM Side Letter,
any Manufacturer Receivables Transfer Agreement, the Note Receivables Trust
Agreement or any documents related to any Enhancement, an Exchange Agreement,
an Exchange Financing Agreement, a Master Exchange Financing Agreement or
documents and agreements incidental thereto or entered into as contemplated in Section 8.26
or (b) except as provided for in Sections 12.1 or 12.2,
amend, modify or waive any provision of any Related Document to which it is a
party, or (c) give any approval or consent or permission provided for in
any Related Document, except as permitted in Section 3.2(a).


 


50

















 


Section 8.25                                Other
Business.


 


Neither the Issuer nor
the General Partner will engage in any business or enterprise or enter into any
transaction other than (i) the acquisition, financing, refinancing and
disposition of Eligible Receivables and Eligible Vehicles and the leasing of
Eligible Vehicles in accordance with the Related Documents, the related
exercise of its rights as lessor under the Lease, the making of loans to
Vanguard pursuant to the Subordinated Note in accordance with Section 8.23,
the incurrence and payment of ordinary course operating expenses, the issuing
and selling of the Notes and other activities related to or incidental to
either of the foregoing (including transactions contemplated in Sections
8.24 and 8.26), or (ii) such transactions entered into as of
the date hereof under the Second Base Indenture in effect on the date hereof.


 


Section 8.26                                Maintenance
of Separate Existence.


 


Each of the Issuer and
the General Partner will do all things necessary to maintain its limited
partnership or limited liability company existence separate and apart from
that of Vanguard Holdings and Affiliates of Vanguard Holdings including,
without limitation, (i) practicing and adhering to limited partnership or
limited liability company formalities, such as maintaining appropriate books
and records; (ii) owning or leasing (including through shared arrangements
with Affiliates) all office furniture and equipment necessary to operate its
business; (iii) not (A) guaranteeing or otherwise becoming liable for
any obligations of any of its Affiliates, (B) having obligations
guaranteed by any of its Affiliates, (C) holding itself out as responsible
for debts of any of its Affiliates or for decisions or actions with respect to
the affairs of any of its Affiliates and (D) being directly or indirectly
named as a direct or contingent beneficiary or loss payee on any insurance
policy of any Affiliate other than as required by the Related Documents with
respect to insurance on the Vehicles; (iv) other than as provided in the
Related Documents, maintaining its deposit and other bank accounts and all of
its assets separate from those of any other Person; (v) maintaining its
financial records and books of account separate and apart from those of
any other Person; (vi) compensating all its employees, officers,
consultants and agents for services provided to it by such Persons, or
reimbursing any of its Affiliates in respect of services provided to it by
employees, officers, consultants and agents of such Affiliate, out of its own funds;
(vii) maintaining office space separate and apart from that of any of
its Affiliates (even if such office space is subleased from or is on or near
premises occupied by any of its Affiliates) and a telephone number separate and
apart from that of any of its Affiliates; (viii) accounting for and
managing all of its liabilities separately from those of any of its Affiliates;
(ix) allocating, on an arm’s-length basis, all shared corporate, limited
partnership or limited liability company operating services, leases and
expenses, including, without limitation, those associated with the services of
shared consultants and agents and shared computer and other office equipment
and software; (x) refraining from filing or otherwise initiating or supporting
the filing of a motion in any bankruptcy or other insolvency proceeding
involving the Issuer, the General Partner, Vanguard, Vanguard Holdings or any
Affiliate of Vanguard Holdings, to substantively consolidate the Issuer or the
General Partner with Vanguard, Vanguard Holdings or any Affiliate of Vanguard
Holdings; (xi) remaining 


 


51

















 


solvent and (xii) conducting all of its business
(whether written or oral) solely in its own name. Each of the Issuer and the
General Partner acknowledges its receipt of a copy of those certain opinion
letters issued by Weil, Gotshal & Manges LLP dated the date of
issuance of the initial Series of Notes addressing the issue of
substantive consolidation as it may relate to Vanguard, Vanguard Holdings,
the General Partner and the Issuer and the characterization of the Lease as a “true
lease”. The Issuer and the General Partner hereby agree to maintain in place
all policies and procedures, and take and continue to take all action,
described in the factual assumptions set forth in such opinion letters and
relating to the Issuer or the General Partner. On an annual basis, commencing
on October 31, 2005, the Issuer will provide to the Rating Agencies, the
Trustee and the Master Collateral Agent, an Officer’s Certificate certifying
that it is in compliance with its obligations under this Section 8.26.


 


Section 8.27                                Use
of Proceeds of Notes.


 


The Issuer shall use the
proceeds of Notes solely for one or more of the following purposes: (a) to
pay amortizing Group I Notes when due or to prepay Group I Notes, in accordance
with this Indenture and any Series Supplement; (b) to acquire
Eligible Vehicles in accordance with the Lease; (c) to refinance Eligible
Receivables; (d) to make loans pursuant to the Subordinated Note in
accordance with Section 8.23; or (e) any other purpose
permitted under the related Series Supplement.


 


Section 8.28                                Vehicles.


 


The Issuer shall use
commercially reasonable efforts to maintain, and to cause the Lessees to
maintain, good, legal and marketable title to the Vehicles leased under the
Lease, free and clear of all Liens except for Permitted Liens.


 


Section 8.29                                Amendments
to Exchange Documents.


 


The Issuer shall not
agree to any amendment of or waiver under (a) any Exchange Agreement,
except such amendments or waivers as will not, in the aggregate, result in a
material adverse effect on the interest of the Noteholders of any Series, or (b) any
Exchange Financing Agreement, except such amendments or waivers as are made
only to cure any ambiguity, defect or inconsistency in, or to correct or
supplement any provision of, this Indenture or such Exchange Financing
Agreement, unless, in each case, prior to the effectiveness of any such
amendment or waiver, the Rating Agency Confirmation Condition with respect to
each Outstanding Series of Notes shall have been satisfied with respect to
such amendment or waiver.


 


Section 8.30                                Amendments
to the Master Exchange Agreement.


 


The Issuer shall not
agree to any amendment of or waiver under the Master Exchange Agreement or any
Master Exchange Financing Agreement, except (i) such amendments or waivers
as will not, in the aggregate, result in a material adverse effect on the
interest of the Noteholders of any Series or (ii) such amendments or
waivers 


 


52

















 


as are made only to cure any ambiguity, defect or
inconsistency in, or to correct or supplement any provision thereof, and unless
prior to the effectiveness of any such amendment or waiver, the Rating Agency
Confirmation Condition with respect to each Outstanding Series of Notes
shall have been satisfied with respect to such amendment or waiver.


 


Section 8.31                                No
ERISA Plan.


 


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


 


Section 8.32                                Registered
Organization.


 


The Issuer will maintain
its status as a Registered Organization.


 


ARTICLE 9.


 


AMORTIZATION
EVENTS AND REMEDIES


 


Section 9.1                                      Amortization
Events.


 


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


 


(a)                                  the
occurrence of an Event of Bankruptcy with respect to the Issuer, the General
Partner or the Intermediary;


 


(b)                                 reserved;


 


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


 


(d)                                 reserved;


 


(e)                                  reserved;
and


 


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


 


then (i) in the case of any event described in clause
(f) above, subject to clause (iii) below, either the
Trustee, by written notice to the Issuer, or the Required Noteholders of the
applicable Series of Notes, by written notice to the Issuer and the
Trustee, may declare that an Amortization Event has occurred with respect
to such Series as of the date of the notice, or (ii) in the case of any
event described in clause (a) or (c) above, an
Amortization Event with respect to all Series of Notes then outstanding
shall immediately 


 


53

















 


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


 


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


 


(a)                                  General.
If and whenever an Amortization Event shall have occurred and be continuing,
the Trustee may and, at the written direction of the ARG Trustee shall,
exercise (or direct the Master Collateral Agent and/or Disposition Agent to
exercise) from time to time any rights and remedies available to it under
applicable law or any Related Document. Any amounts obtained by the Trustee (or
by the Master Collateral Agent) on account of or as a result of the exercise by
the Trustee of any right shall be held by the Trustee as additional collateral
for the repayment of the Issuer Obligations and shall be applied as provided in
Article 5 hereof. If so specified in the applicable Series Supplement,
the Trustee may agree to limit its exercise of rights and remedies
available to it as a result of the occurrence of an Amortization Event to the
extent set forth therein.


 


(b)                                 Lease.
If a Liquidation Event of Default or a Limited Liquidation Event of Default
shall have occurred and be continuing, the Trustee, at the written direction of
the ARG Trustee, shall direct the Issuer to exercise (and the Issuer agrees to
exercise), to the extent necessary, all rights, remedies, powers, privileges
and claims of the Issuer against the Lessees and the Guarantor under or in
connection with the Lease and any of the Related Documents and against any
party to any Related Document, including the right or power to take any action
to compel performance or observance by the Lessees, the Guarantor or any such
party of its obligations to the Issuer, the right to take possession of any of
the Vehicles, and to give any consent, request, notice, direction, approval,
extension or waiver in respect of the Lease, and any right of the Issuer to
take such action independent of such direction shall be suspended.


 


(c)                                  Manufacturer
Programs and Vehicles. (i)  Upon the occurrence of a Liquidation Event
of Default, the Trustee, upon direction of the ARG Trustee, shall exercise its
rights under the Lease and cause the Issuer or the Lessees to return the
Program Vehicles to the related Manufacturers (after the minimum holding period
specified in the Manufacturer’s Manufacturer Program and so long as a
Manufacturer Event of Default has not occurred and is continuing with respect
to the related Manufacturer) and then, to the extent any Manufacturer fails to
accept any such Program Vehicles under the terms of the applicable Manufacturer
Program (or if a Manufacturer 


 


54

















 


Event of Default has
occurred and is continuing with respect to the related Manufacturer), shall
cause the Issuer or the Lessees to liquidate the Program Vehicles in accordance
with the rights of the Issuer under the Lease and to otherwise sell or cause to
be sold to third parties all Non-Program Vehicles. Upon the occurrence of a
Limited Liquidation Event of Default with respect to any Series of Notes,
the Trustee, upon direction of the ARG Trustee, shall exercise its rights under
the Lease and cause the Issuer or the Lessees to return Program Vehicles to the
related Manufacturers (after the minimum holding period specified in the
Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of
Default has not occurred and is continuing with respect to the related
Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to
be sold to third parties in an amount sufficient to pay the lesser of all
interest and principal on such Series of Notes and the amount payable in
respect of such Series of Notes after the occurrence of an Affiliate
Issuer Liquidation Event set forth in the applicable Series Supplement,
taking into account the availability of proceeds of Vehicles being disposed of
under the Leasing Company Leases, and to the extent that any Manufacturer fails
to accept any such Program Vehicles under the terms of the applicable
Manufacturer Program (or if a Manufacturer Event of Default has occurred and is
continuing with respect to the related Manufacturer), shall cause the Issuer or
the Lessees to liquidate such Program Vehicles in accordance with the rights of
the Issuer under the Lease; provided, however, that the Issuer
shall select the Program Vehicles to be returned to the related Manufacturers
and the Non-Program Vehicles to be sold to third parties in a manner that does
not adversely affect in any material respect the interests of the Noteholders
of any Series of Notes or any Enhancement Provider.


 


(ii)                                  In
addition to, and not in limitation of, the remedies and duties of the Trustee
set forth in subsection (i) above or (iii) below,
if a Liquidation Event of Default or a Limited Liquidation Event of Default
shall have occurred and be continuing, the Trustee may, and at the written
direction of the ARG Trustee, shall cause the Issuer or the Lessees to exercise
all rights, remedies, powers, privileges and claims of the Issuer or the
Lessees, as the case may be, against the Manufacturers under or in
connection with the Manufacturer Programs.


 


(iii)                               Following
the occurrence of a Liquidation Event of Default or a Limited Liquidation Event
of Default, in the event that either (i) an Event of Bankruptcy with
respect to any Manufacturer of Program Vehicles shall have occurred and such
Manufacturer shall fail to repurchase any Eligible Vehicles in accordance with
the terms of the related Manufacturer Program or (ii) if there has
occurred and is continuing any other Manufacturer Event of Default, the Trustee
shall cause the Issuer or the Lessees to sell any and all Program Vehicles
covered by the related Manufacturer Program of such Manufacturer for the
highest purchase price offered and, promptly upon receipt, to deposit the proceeds
of such sale into a Master Collateral Account for allocation under the Master
Collateral Agency Agreement.


 


55

















 


(iv)                              The
Lessor agrees that upon revocation of the Power of Attorney given to the Lessees
and the Servicer pursuant to Section 9 of the Lease, at the
direction of the Trustee, it will execute a Power of Attorney (substantially in
the form of Exhibit B to the Lease) and such other related documents
as are necessary to allow any Beneficiary Agent (as defined in the Master
Collateral Agency Agreement) acting for the ARG Trustee to dispose of the
Vehicles.


 


(d)                                 Failure
of the Issuer, the Master Collateral Agent or any Lessee to Take Action. If
(i) the Issuer or any Lessee shall have failed, within 15 Business Days of
receiving the direction of the Trustee, to take commercially reasonable action
to accomplish the directions of the Trustee given pursuant to clause (a),
(b) or (c) above, (ii) the Issuer or any Lessee
refuses to take such action, or (iii) the Trustee reasonably determines
that such action must be taken immediately, the Trustee may (and at the
written direction of the ARG Trustee shall), take such previously directed
action (and any related action as permitted under this Indenture thereafter
determined by the Trustee to be appropriate without the need under this
provision or any other provision under this Indenture to direct the Issuer or
such Lessee to take such action). In the event that the Trustee determines to
take action pursuant to the immediately preceding sentence, the Trustee may institute
legal proceedings for the appointment of a receiver or receivers pursuant to
the powers of sale granted by this Indenture or to a judgment, order or decree
made in any judicial proceeding for the foreclosure or involving the
enforcement of this Indenture.


 


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


 


(i)                                     the
Trustee, any Noteholder and/or any Enhancement Provider may bid for and
purchase the property being sold, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property in its own absolute right
without further accountability;


 


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


 


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


 


56

















 


or any part thereof
from, through or under the Issuer its successors or assigns;


 


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


 


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


 


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


 


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


 


(h)                                 Segregated
Series. Upon the occurrence of an Amortization Event relating to any
Outstanding Segregated Series of Notes, the Trustee shall limit any
recourse hereunder to the related Series-Specific Collateral in satisfying the
payment of interest and principal due on such Segregated Series of Notes. For
all purposes hereunder and for the avoidance of doubt, the Requisite Investors
with respect to each Segregated Series of Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Series-Specific Collateral relating to such Segregated Series of
Notes. However, subject to Section 10.1, the Trustee may refuse
to follow any direction 


 


57

















 


that conflicts with law
or this Base Indenture, or that, in the Trustee’s sole discretion, may involve
the Trustee in personal liability.


 


(i)                                     Lease
Assumption/Rejection During GM Freeze Period. At any time that the GM
Freeze Agreement is in effect and there are Vehicles which are GM Freeze
Vehicles, the Trustee, to the extent it has actual knowledge thereof, shall use
its best efforts, during any GM Freeze Period, to file a motion with the United
States bankruptcy court or other court exercising jurisdiction over the
bankruptcy proceeding involving the Lessee seeking entry of an order compelling
the Lessee to immediately assume or reject the Leases in accordance with Section 365 of the Bankruptcy Code.


 


Section 9.3                                      Other
Remedies.


 


Subject to the terms and
conditions of this Indenture, if an Amortization Event occurs and is
continuing, the Trustee may pursue any remedy available under applicable
law or in equity to collect the payment of principal of or interest on the
Notes (or the applicable Series of Notes, in the case of an Amortization
Event that affects only one or more particular Series of Notes) or to
enforce the performance of any provision of the Notes, this Indenture or any Series Supplement
with respect to that Series of Notes. In addition, the Trustee may, or
shall at the written direction of the Requisite Investors (or the Required
Noteholders of one or more Series of Notes, in the case of an Amortization
Event that affects only such Series of Notes), direct the Issuer or the
Master Collateral Agent to exercise any rights or remedies available under any
Related Document or under applicable law or in equity with respect to that Series of
Notes.


 


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


 


Section 9.4                                      Waiver
of Past Events.


 


Unless otherwise
specified in the Series Supplement for a Series, the Noteholders of any Series owning
an aggregate principal amount of Notes in excess of 66-2/3% of the aggregate
principal amount of the Outstanding Notes of such Series (excluding any
Notes held by the Issuer or any Affiliate of the Issuer (other than an
Affiliate Issuer)), by written notice to the Trustee, may waive any
existing Potential Amortization Event or Amortization Event described in clause
(f) of Section 9.1 (solely to the extent that the
applicable Series Supplement does not require 100% of the applicable
Noteholders to waive such Potential Amortization Event or Amortization Event)
which relate to such Series and its consequences. 100% of the Noteholders may waive
any Potential Amortization Event or an Amortization Event described in clause
(a), (c) or (f) of Section 9.1 (with
respect to clause (f), solely to the extent that the applicable Series Supplement
requires 100% of the applicable Noteholders to waive such Potential
Amortization Event or Amortization Event); provided that notice of such
waiver is provided to the Rating Agencies. Upon any such waiver pursuant to
either of the two 


 


58

















 


preceding sentences, such Potential Amortization Event
shall cease to exist with respect to such Series, and any Amortization Event
with respect to such Series arising therefrom shall be deemed to have been
cured for every purpose of the Indenture; but no such waiver shall extend to
any subsequent or other Potential Amortization Event or impair any right
consequent thereon.


 


Section 9.5                                      Control
by Requisite Investors or Required Noteholders.


 


The Requisite Investors
(or, to the extent such remedy relates only to a particular Series of
Notes, the Required Noteholders of such Series) may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. However,
subject to Section 10.1, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Noteholders,
or that, in the Trustee’s sole discretion, may involve the Trustee in
personal liability.


 


Section 9.6                                      Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.7                                      Unconditional
Rights of Holders to Receive Payment.


 


(a)                                  Notwithstanding
any other provision of this Indenture, the right of any Noteholder of a Note to
receive payment of principal of and interest on the Note, on or after the
respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and 


 


59

















 


unconditional and shall
not be impaired or affected without the consent of the Noteholder.


 


(b)                                 The
Paying Agent shall (or if the Trustee is not the Paying Agent, the Trustee
shall cause the Paying Agent to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee that such
Paying Agent shall) comply with all requirements of the Code regarding the
withholding of payments in respect of Federal income taxes due from Noteholders
and otherwise comply with the provisions of this Indenture applicable to it.


 


Section 9.8                                      Collection
Suit by the Trustee.


 


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


 


Section 9.9                                      The
Trustee May File Proofs of Claim.


 


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


 


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Section 9.10                                Priorities.


 


If
the Trustee collects any money with respect to a Series of Group I Notes
pursuant to this Article, the Trustee shall pay out the money net of any
liquidation expenses incurred by the Trustee, its agents and counsel, in
accordance with the provisions of Article 5.


 


Section 9.11                                Undertaking for Costs.


 


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


 


Section 9.12                                Rights and Remedies Cumulative.


 


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


 


Section 9.13                                Delay or Omission Not Waiver.


 


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


 


Section 9.14                                Reassignment of Surplus.


 


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


 


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ARTICLE 10.



THE TRUSTEE


 


Section 10.1                                Duties of the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              The Trustee shall not be charged with
knowledge of any Amortization Event, Custody Revocation Trigger Event, Limited
Liquidation Event of Default, Liquidation Event of Default, any default by the
Lessor, ARG, the Servicer, any Lessee or other Person in the performance of its
obligations under any Related Document or any other event described in Section 8.10(a),
unless a Responsible Officer of the Trustee receives written notice of such
failure from the Servicer, any Lessee or any Holders of Notes evidencing not
less than 10% of the aggregate principal amount of the Notes of any
Series adversely affected thereby or otherwise has actual knowledge
thereof.


 


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


 


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


 


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


 


(g)                                 In the event that each person acting as
Independent Director (as defined in the GP Limited Liability Company Agreement)
shall resign or refuse to be admitted to the General Partner as the Special
Member (as defined in the GP Limited Liability Company Agreement) under the
circumstances contemplated by Section 5(c) of the GP Limited
Liability Company Agreement, the Trustee shall appoint a person meeting the
requirements of an Independent Director to act as the Special Member in
accordance with Section 5(c) of the GP Limited Liability
Company Agreement. If the Trustee fails to so appoint a person to act as the
Special Member within thirty (30) days of the occurrence of the event that
caused Vanguard to cease to be a member of the


 


63

















 


General Partner, the Trustee
shall provide written notice of such event to the Noteholders, and the
Requisite Noteholders shall have the right to select a person for the Trustee
to appoint to act as the Special Member of the General Partner. The General
Partner shall provide prompt written notice to the Trustee of any event that
causes Vanguard to cease to be a member of the General Partner.


 


Section 10.2                                Rights of the Trustee.


 


Except
as otherwise provided by Section 10.1:


 


(a)                                  The Trustee may conclusively rely and
shall be fully protected in acting or refraining from acting based upon any
document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed by or presented by the proper person.


 


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


 


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


 


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


 


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


 


(f)                                    The Trustee shall not be bound to make any
investigation into the facts of matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do
by the Required Noteholders of any Series which could be


 


64

















 


adversely affected if the
Trustee does not perform such acts, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney at the
sole cost of the Issuer and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.


 


(g)                                 The Trustee shall not be liable for any
losses or liquidation penalties in connection with Permitted Investments,
unless such losses or liquidation penalties were incurred through the Trustee’s
own willful misconduct or negligence.


 


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


 


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


 


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


 


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


 


Section 10.3                                Individual Rights of the Trustee.


 


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


 


Section 10.4                                Notice of Amortization Events and Potential
Amortization Events.


 


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


 


65

















 


Section 10.5                                Compensation.


 


(a)                                  The Issuer shall promptly pay to the Trustee
from time to time such compensation for its acceptance of this Indenture and
services hereunder as has been agreed to in writing by the Issuer and the
Trustee. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include (i) the reasonable compensation, disbursements and
expenses of the Trustee’s agents and counsel and (ii) the reasonable
expenses of the Trustee’s agents in administering the Collateral.


 


(b)                                 The indemnification provisions in favor of
the Trustee and its officers, directors, agents and employees provided for in
the Lease are hereby incorporated by reference with the same force and effect
as if set forth herein in full. The Issuer shall not be required to reimburse
any expense or indemnify the Trustee against any loss, liability, or expense
incurred by the Trustee through the Trustee’s own willful misconduct or
negligence.


 


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


 


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


 


Section 10.6                                Replacement of the Trustee.


 


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


 


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


 


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


 


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


 


66

















 


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


 


(iv)                              the Trustee becomes incapable of acting.


 


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


 


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


 


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


 


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


 


Section 10.7                                Successor Trustee by Mergers; etc.


 


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


 


Section 10.8                                Eligibility Disqualification.


 


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


 


67

















 


report of condition and
(iv) if such Trustee is other than The Bank of New York as the original
Trustee hereunder, acceptable to the Requisite Investors.


 


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


 


Section 10.9                                Appointment of Co-Trustee or Separate
Trustee.


 


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


 


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


 


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


 


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


 


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


 


68

















 


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


 


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


 


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


 


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


 


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


 


Section 10.10                          Representations and Warranties of Trustee.


 


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


 


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


 


(ii)                                  the Trustee has full power, authority and
right to execute, deliver and perform this Indenture and any
Series Supplement issued concurrently with this Indenture and to
authenticate the Notes, and has taken all necessary action to authorize the
execution, delivery and


 


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performance
by it of this Indenture and any Series Supplement issued concurrently with
this Indenture and to authenticate the Notes;


 


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


 


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


 


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


 


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


 


Section 10.11                          Issuer Indemnification of the Trustee.


 


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


 


Section 10.12                          Trustee’s Application for Instructions from
Issuer.


 


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


 


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ARTICLE 11.



DISCHARGE OF INDENTURE


 


Section 11.1                                Termination of the Issuer’s Obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 11.2                                Application of Trust Money.


 


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


 


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


 


Section 11.3                                Repayment to the Issuer.


 


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


 


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


 


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


 


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ARTICLE 12.



AMENDMENTS


 


Section 12.1                                Without Consent of the Noteholders.


 


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


 


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


 


(b)                                 (i) to add to the covenants of the
Issuer for the benefit of any Secured Parties (and if such covenants are to be
for the benefit of less than all Series of Notes, stating that such
covenants are expressly being included solely for the benefit of such Series)
or (ii) to surrender any right or power herein conferred upon the Issuer (provided,
however, that the Issuer will not pursuant to this subsection (b) surrender
any right or power it has against the Servicer, the Guarantor, any of the
Lessees or any Manufacturer);


 


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


 


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


 


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


 


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


 


(g)                                 to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes of one
or more Series and to


 


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add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee;


 


(h)                                 at such time as there is no requirement under
the Related Documents that there be a Disposition Agent, to remove any
provision of the Indenture relating to the Disposition Agent;


 


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


 


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


 


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


 


Section 12.2                                With Consent of the Noteholders.


 


Except
as provided in Section 12.1, the provisions of this Base Indenture
and any Series Supplement (unless otherwise provided in such
Series Supplement) and each other Related Document to which the Issuer is
a party may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to in writing by
the Issuer, the Trustee, any applicable Enhancement Provider, and the Requisite
Investors (or the Required Noteholders of a Series of Notes, in respect of
any amendment, modification or waiver of or to this Base Indenture, the
Series Supplement with respect to such Series of Notes or any Related
Document which affects only the Noteholders of such Series of Notes and
does not affect the Noteholders of any other Series of Notes, as
substantiated by an Opinion of Counsel to such effect); provided, that
no consent of Noteholders shall be required to any amendment, modification or
waiver of or to any Related Document if such amendment, modification or waiver
does not adversely affect in any material respect the Noteholders of any
Series of Notes (as substantiated by an Opinion of Counsel to such effect)
and provided further that the Rating
Agency Confirmation Condition is satisfied with respect to each affected
Series of Notes. Notwithstanding the foregoing:


 


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(i)                                     any modification of this Section 12.2,
any change in any requirement hereunder that any particular action be taken by
Noteholders holding the relevant percentage in principal amount of the Notes or
any change in the definition of the terms “Aggregate Asset Amount”, “Manufacturer
Program” (other than in connection with a waiver of such eligibility
requirement by the Noteholders of any Series of Notes, but only to the extent
so provided in the related Series Supplement in respect of such
Series of Notes), “Invested Amount”, “Invested Percentage”,
or the applicable amount of Enhancement or any defined term used for the
purpose of any such definitions shall require the consent of each affected
Noteholder; and


 


(ii)                                  any amendment, waiver or other modification
that would (a) extend the due date for, or reduce the amount of any
scheduled repayment or prepayment of principal of or interest on any Note (or
reduce the principal amount of or rate of interest on any Note) shall require
the consent of each affected Noteholder; (b) approve the assignment or
transfer by the Issuer of any of its rights or obligations hereunder or under
any other Related Document to which it is a party except pursuant to the
express terms hereof or thereof shall require the consent of each affected
Noteholder; (c) release any obligor under any Related Document to which it
is a party except pursuant to the express terms of such Related Document shall
require the consent of each affected Noteholder; provided, however,
that the Liens on Vehicles may be released as provided in Section 3.4;
(d) affect adversely the interests, rights or obligations of any
Noteholder individually in comparison to any other Noteholder shall require the
consent of such Noteholder; or (e) amend or otherwise modify any
Amortization Event shall require the consent of each affected Noteholder.


 


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


 


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


 


Section 12.3                                Supplements.


 


Each
amendment or other modification to this Indenture or the Notes shall be set
forth in a Supplement hereto. In addition to the manner provided in Sections
12.1 and 12.2, each Series Supplement may be amended as
provided in such Series Supplement.


 


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Section 12.4                                Revocation and Effect of Consents.


 


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


 


Section 12.5                                Notation on or Exchange of Notes.


 


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


 


Section 12.6                                The Trustee to Sign Amendments, etc.


 


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


 


ARTICLE 13.


 


MISCELLANEOUS


 


Section 13.1                                Notices.


 


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


 


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If to the Issuer:


 


6929 North Lakewood Avenue


Suite 100, Mod 1.2 202


Tulsa, Oklahoma 74117


Attn:                    Gerard Kennell


Phone:           (918) 401-6477


Fax:                           (952) 837-9690


 


If to the General Partner:


 


6929 North Lakewood Avenue


Suite 100, Mod 1.2 202


Tulsa, Oklahoma 74117


Attn:                    Gerard Kennell


Phone:           (918) 401-6477


Fax:                           (952) 837-9690


 


with a copy to the Servicer:


 


Vanguard
Car Rental USA Inc.

6929 North Lakewood Avenue

Suite 100

Tulsa, OK  74117

Attn:  Gerard Kennell


 


If to the Trustee:


 


The Bank of New York


101 Barclay Street, Floor 8 West


New York, NY  10286


Attn:                    Corporate Trust Administration – 


                                                Asset Backed Securities Unit


Phone:           (212) 815-4389


Fax:                           (212) 815-2493


 


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


 


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


 


77

















 


courier shall be deemed
delivered one Business Day after the date that such notice is delivered to such
overnight courier.


 


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


 


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


 


(b)                                 Where the Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if sent in writing and mailed, first-class postage
prepaid, to each Noteholder affected by such event, at its address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed (if any) for the giving of such notice. In any
case where notice to Noteholder is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given. Where this Indenture provides
for notice in any manner, such notice may be waived in writing by any
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Noteholders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


Section 13.2                                Communication by Noteholders With Other
Noteholders.


 


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


 


Section 13.3                                Certificate and Opinion as to Conditions
Precedent.


 


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


 


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Section 13.4                                Statements Required in Certificate.


 


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


 


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


 


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


 


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


 


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


 


Section 13.5                                Rules by the Trustee.


 


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


 


Section 13.6                                No Recourse Against Others.


 


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


 


Section 13.7                                Duplicate Originals.


 


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


 


Section 13.8                                Benefits of Indenture.


 


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


 


Section 13.9                                Payment on Business Day.


 


In
any case where any payment date, redemption date or maturity date of any Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture) payment of interest or principal (and premium, if any), as the case
may be,


 


79

















 


need not be made on such
date but may be made on the next succeeding Business Day with the same
force and effect as if made on the payment date, redemption date, or maturity
date; provided,  however, that no interest shall accrue for the
period from and after such payment date, redemption date, or maturity date, as
the case may be.


 


Section 13.10                          Governing Law.


 


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


 


Section 13.11                          Successors.


 


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


 


Section 13.12                          Severability.


 


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


 


Section 13.13                          Counterpart Originals.


 


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


 


Section 13.14                          Table of Contents, Headings, etc.


 


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


 


Section 13.15                          Termination; Collateral.


 


This
Indenture, and any grants, pledges and assignments hereunder, shall become
effective concurrently with the issuance of the first Series of Notes and
shall terminate when (a) all the Issuer Obligations shall have been fully
paid and satisfied, (b) the obligations of each Enhancement Provider under
any Enhancement and related documents have terminated, and (c) any Enhancement
shall have terminated, at which


 


80

















 


time the Trustee, at the
request of the Issuer and upon receipt of an Officer’s Certificate from the
Issuer to the effect that the conditions in clauses (a), (b) and
(c) above have been complied with and upon receipt of a certificate
from the Trustee and each Enhancement Provider to the effect that the
conditions in clauses (a), (b) and (c) above
relating to the Issuer Obligations to the Noteholders and each Enhancement
Provider have been complied with, shall reassign (without recourse upon, or any
warranty whatsoever by, the Trustee) and deliver all Collateral and documents
then in the custody or possession of the Trustee promptly to the Issuer.


 


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


 


Section 13.16                          No Bankruptcy Petition Against Issuer, the
General Partner or the Intermediary.


 


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


 


Section 13.17                          No Recourse.


 


The
obligations of the Issuer under this Indenture are solely the obligations of
the Issuer. The Group I Notes and the payment of any fees, expenses or costs
payable by the Issuer hereunder shall be non-recourse obligations of the Issuer
and shall be limited in right of payment to amounts available from the
Collateral as provided in this Base Indenture and the Issuer shall not
otherwise be liable for payments on the Group I Notes. No recourse shall be had
for the payment of any amount owing in respect


 


81

















 


of any fee hereunder or any
other obligation or claim arising out of or based upon this Indenture against
any limited partner of the Issuer or against the capital or any other asset of
the General Partner or any member thereof or against any stockholder, employee,
officer, director or incorporator of the General Partner or any such member.
Fees, expenses or costs payable by the Issuer hereunder shall be payable by the
Issuer to the extent and only to the extent that the Issuer is reimbursed
therefor pursuant to the Lease or the Related Documents, or funds are then
available or thereafter become available for such purpose pursuant to Article 5.
Nothing in this Section 13.17 shall be construed to limit the
Trustee from exercising its rights hereunder with respect to the Collateral.


 


Section 13.18                          Waiver of Set-Off.


 


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


 


Section 13.19                          All Transactions Under Master Exchange
Agreement. 


 


Each
transfer by the Issuer of a Relinquished Vehicle to the Intermediary pursuant
to the Master Exchange Agreement shall be subject to the satisfaction of each
of the following conditions: (a) in connection with the transfer of any
Program Vehicle to the Intermediary, the Issuer shall have contracted to sell
such Program Vehicle pursuant to a Manufacturer Program (the Manufacturer party
to which shall have consented to the purchase and sale of Vehicles by the
Intermediary pursuant to an Assignment Agreement, which consent shall not have
been revoked and no Manufacturer Event of Default with respect to such Manufacturer
Program shall have occurred and be continuing at the time of such transfer) and
shall have directed the Intermediary to sell such Program Vehicle pursuant to
such Manufacturer Program on the date such Program Vehicle becomes Relinquished
Property pursuant to the Master Exchange Agreement; (b) on the date of any
transfer of any Relinquished Vehicle to the Intermediary, the only obligations
or liabilities, if any, secured by such Relinquished Vehicle are the
obligations or liabilities arising under the Related Documents; (c) on the date
of any such transfer, no QI Parent Downgrade Event has occurred (unless the
Rating Agency Confirmation Condition has been satisfied with respect to such
transfers continuing with the Intermediary); and (d) on the date of any such
transfer, the following statements shall be true: (i) the representations and
warranties of the Issuer in Article 7 hereof are true and correct (in
all material respects to the extent any such representations and warranties do
not incorporate a materiality limitation in their terms) on and as of such date
(except to the extent such representations and warranties relate to an earlier
date, in which case, such representations and warranties shall be true and
correct as of such earlier date) and shall be deemed to have been made on such
date (except to the extent such representations and warranties relate to an
earlier date, in which case, such representations and warranties shall be true
and correct as of such earlier date) with the same effect as though made on


 


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and as of such date (except
to the extent such representations and warranties relate to an earlier date, in
which case, such representations and warranties shall be true and correct as of
such earlier date), (ii) no Potential Lease Event of Default or Lease
Event of Default, no Potential Amortization Event or Amortization Event and no
Liquidation Event of Default or Limited Liquidation Event of Default has
occurred and is continuing or would result from the making of such transfer,
and the Issuer shall be deemed to have represented and warranted to such
effect, (iii) the Termination Date (as defined in the Master Exchange
Agreement) has not occurred, and the Issuer shall be deemed to have represented
and warranted to such effect and (iv) to the Issuer’s knowledge, the
representations and warranties of the Intermediary in Article VI of the
Master Exchange Agreement are true and correct (in all material respects to the
extent any such representations and warranties do not incorporate a materiality
limitation in their terms) on and as of such date (except to the extent such
representations and warranties relate to an earlier date, in which case, such
representations and warranties shall be true and correct as of such earlier
date) and shall be deemed to have been made on and as of such date (except to
the extent such representations and warranties relate to an earlier date, in
which case, such representations and warranties shall be true and correct as of
such earlier date) with the same effect as though made on and as of such date
(except to the extent such representations and warranties relate to an earlier
date, in which case, such representations and warranties shall be true and
correct as of such earlier date).


 


Section 13.20                          Additional Agreements Regarding the Master
Exchange Agreement.


 


Upon
the occurrence of any Amortization Event, any Liquidation Event of Default or
any Limited Liquidation Event of Default, the Issuer immediately shall cease
any further transfers of Relinquished Property to the Intermediary pursuant to
the Master Exchange Agreement.


 


Section 13.21                          Replacement of Intermediary.


 


If at any time, there has
occurred a QI Parent Downgrade Event which is continuing with respect to the
Intermediary, the Issuer shall, within forty five (45) days thereafter, (x)
replace the Intermediary with a Person that is a bankruptcy-remote special
purpose entity, all of the equity, in which is owned either (1) by a
Person that has a short-term indebtedness rating of “P-1” from Moody’s and at
least “A-1+” from S&P and a long-term indebtedness rating of at least “Aa3”
from Moody’s and at least “AA-” from S&P or (2) 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 and satisfy the Rating Agency
Confirmation Condition with respect to such replacement or (y) satisfy the
Rating Agency Confirmation Condition with respect to the Intermediary
continuing as the Intermediary under the Master Exchange Agreement.


 


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


 


	
   

  	
  ALAMO FINANCING L.P., as
  Issuer

  	 

	 
	
   

  	
   

  
	
   

  	
  By:

  	
  ALAMO FINANCING L.L.C.,

  	 

	 
	
   

  	
   

  	
  its General Partner

  
	 
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  	 

	
   

  	
   

  	
   

  	
  Name: Jill A. Gordon

  	 

	 
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	 

	 
	
   

  	
  THE BANK OF NEW YORK, as
  Trustee

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  John Bobko

  	 

	 
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


Fifth Amended and Restated Base Indenture


(Alamo Financing L.P.)