Exhibit 4.8


 


EXECUTION COPY


 


ARG FUNDING
CORP.,


 


as Issuer


 


and


 


THE BANK OF
NEW YORK,


 


as Trustee
and Enhancement Agent


 


SECOND AMENDED
AND RESTATED SERIES 2004-4 SUPPLEMENT


 


dated as of
April 13, 2006


 


to


 


FOURTH
AMENDED AND RESTATED BASE INDENTURE


 


dated as of
April 13, 2006


 


Variable
Funding Rental Car Asset Backed Notes


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article I

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article II

  	
   

  	
  SERIES 2005-1
  ALLOCATIONS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 2.1

  	
   

  	
  Establishment and
  Administration of Series 2005-1 Collection Account, Series 2005-1
  Accrued Interest Account and Series 2005-1 Excess Collection Account

  	
   

  	
  37

  
	
   

  	
   

  	
  Section 2.2

  	
   

  	
  Allocations with Respect
  to the Series 2005-1 Notes

  	
   

  	
  40

  
	
   

  	
   

  	
  Section 2.3

  	
   

  	
  Distribution Dates

  	
   

  	
  44

  
	
   

  	
   

  	
  Section 2.4

  	
   

  	
  Payment of Note Interest,
  Surety Provider Fee, Surety Provider Reimbursement Amounts and Series 2005-1
  Interest Rate Hedge Premium

  	
   

  	
  48

  
	
   

  	
   

  	
  Section 2.5

  	
   

  	
  Payment of Note Principal

  	
   

  	
  48

  
	
   

  	
   

  	
  Section 2.6

  	
   

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

  	
   

  	
  52

  
	
   

  	
   

  	
  Section 2.7

  	
   

  	
  Series 2005-1 Reserve
  Account

  	
   

  	
  53

  
	
   

  	
   

  	
  Section 2.8

  	
   

  	
  Series 2005-1 Letters
  of Credit and Series 2005-1 Cash Collateral Account

  	
   

  	
  55

  
	
   

  	
   

  	
  Section 2.9

  	
   

  	
  Series 2005-1
  Distribution Account

  	
   

  	
  59

  
	
   

  	
   

  	
  Section 2.10

  	
   

  	
  Series 2005-1 Demand
  Note and each Series 2005-1 Interest Rate Hedge Constitutes Additional
  Collateral for Series 2005-1 Notes

  	
   

  	
  61

  
	
   

  	
   

  	
  Section 2.11

  	
   

  	
  Series 2005-1
  Interest Rate Hedges

  	
   

  	
  61

  
	
   

  	
   

  	
  Section 2.12

  	
   

  	
  Series 2005-1
  Interest Rate Hedge Collateral Account

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article III

  	
   

  	
  AMORTIZATION EVENTS

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article IV

  	
   

  	
  [RESERVED]

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article V

  	
   

  	
  [RESERVED]

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VI

  	
   

  	
  FORM OF SERIES 2005-1
  NOTES

  	
   

  	
  69

  
	
   

  
	
   

  	
   

  	
  Section 6.1

  	
   

  	
  Restricted Global Series 2005-1
  Notes

  	
   

  	
  69

  
	
   

  	
   

  	
  Section 6.2

  	
   

  	
  Temporary Global Series 2005-1
  Notes; Permanent Global Series 2005-1 Notes

  	
   

  	
  69

  
	
   

  
	
  Article VII

  	
   

  	
  TERMINATION OF SERIES SUPPLEMENT

  	
   

  	
  70

  
	
   

  
	
   

  	
   

  	
  Section 7.1

  	
   

  	
  Termination of Series Supplement

  	
   

  	
  70

  
	
   

  	
   

  	
  Section 7.2

  	
   

  	
  Application of Trust Money

  	
   

  	
  72

  
											



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VIII

  	
   

  	
  GENERAL

  	
   

  	
  72

  
	
   

  
	
   

  	
   

  	
  Section 8.1

  	
   

  	
  Optional Repurchase of Series 2005-1
  Notes

  	
   

  	
  72

  
	
   

  	
   

  	
  Section 8.2

  	
   

  	
  Information

  	
   

  	
  72

  
	
   

  	
   

  	
  Section 8.3

  	
   

  	
  Issuances of Additional Series 2005-1
  Notes

  	
   

  	
  75

  
	
   

  	
   

  	
  Section 8.4

  	
   

  	
  Series 2005-1 Demand
  Note

  	
   

  	
  75

  
	
   

  	
   

  	
  Section 8.5

  	
   

  	
  Disposition Agent
  Agreement

  	
   

  	
  76

  
	
   

  	
   

  	
  Section 8.6

  	
   

  	
  Exhibits

  	
   

  	
  76

  
	
   

  	
   

  	
  Section 8.7

  	
   

  	
  Ratification of Base
  Indenture

  	
   

  	
  77

  
	
   

  	
   

  	
  Section 8.8

  	
   

  	
  Notice to Surety Provider,
  the Series 2005-1 Interest Rate Hedge Provider and Rating Agencies

  	
   

  	
  77

  
	
   

  	
   

  	
  Section 8.9

  	
   

  	
  Surety Provider Deemed
  Noteholder and Secured Party

  	
   

  	
  77

  
	
   

  	
   

  	
  Section 8.10

  	
   

  	
  Third Party Beneficiary

  	
   

  	
  78

  
	
   

  	
   

  	
  Section 8.11

  	
   

  	
  Prior Notice by Trustee to
  Surety Provider

  	
   

  	
  78

  
	
   

  	
   

  	
  Section 8.12

  	
   

  	
  Subrogation

  	
   

  	
  78

  
	
   

  	
   

  	
  Section 8.13

  	
   

  	
  Counterparts

  	
   

  	
  79

  
	
   

  	
   

  	
  Section 8.14

  	
   

  	
  Governing Law

  	
   

  	
  79

  
	
   

  	
   

  	
  Section 8.15

  	
   

  	
  Amendments

  	
   

  	
  79

  
	
   

  	
   

  	
  Section 8.16

  	
   

  	
  Security Interest Opinion

  	
   

  	
  79

  
	
   

  	
   

  	
  Section 8.17

  	
   

  	
  Agreements Relating to LKE
  Program

  	
   

  	
  79

  
	
   

  	
   

  	
  Section 8.18

  	
   

  	
  Effectiveness of Amendment
  and Restatement

  	
   

  	
  79

  
											



 


ii

















 


SECOND
AMENDED AND RESTATED SERIES 2005-1 SUPPLEMENT, dated as of April 13,
2006 (as amended, modified, restated or supplemented from time to time in
accordance with the terms hereof, this “Series Supplement”),
between ARG Funding Corp., a special purpose corporation established under the
laws of Delaware (“ARG”), and The Bank of New York, a New York banking
corporation, as trustee (together with its successors in trust under the Base
Indenture referred to below, the “Trustee”), to the Fourth Amended and
Restated Base Indenture, dated as of April 13, 2006, between ARG and the
Trustee (as further amended, modified, restated or supplemented from time to
time, exclusive of Series Supplements, the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


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


 


WHEREAS,
Section 8.15 of the Existing Series 2005-1 Supplement permits the
Existing Series 2005-1 Supplement to be amended in accordance with the
terms of the Base Indenture;


 


WHEREAS,
Section 12.2 of the Base Indenture permits ARG and the Trustee with the
consent of the Rating Agencies, any applicable Enhancement Provider and the
Required Noteholders (such terms and other capitalized terms used but not
defined herein shall have the meaning specified in Schedule 1 to the Base
Indenture) to enter into one or more indentures supplemental to the Existing Series 2005-1
Supplement; and


 


WHEREAS,
the parties hereto desire to amend and restate the Existing Series 2005-1
Supplement in its entirety.


 


NOW,
THEREFORE, the parties hereto agree that the Existing Series 2005-1
Supplement shall be and hereby is amended and restated in its entirety to read
as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base
Indenture and this Series Supplement and such Series of Notes shall
be designated generally as “Series 2005-1 Rental Car Asset Backed Notes”.
The Series 2005-1 Notes (as defined herein) shall be issued in six
classes:  (i) the first of which
shall be designated as the Series 2005-1 4.02% Rental Car Asset Backed
Notes, Class A-1, and referred to herein as the “Class A-1 Notes”, (ii) the
second of which shall be designated as the Series 2005-1 Floating Rate
Rental Car Asset Backed Notes, Class  A-2, and referred to herein as the “Class A-2
Notes”, (iii) the third of which shall be designated as the Series 2005-1
4.29% Rental Car Asset Backed Notes, Class A-3, and referred to herein as
the “Class A-3 Notes” and (iv) the fourth of which shall be
designated as the Series 2005-1 Floating


 

















 


Rate Rental Car Asset Backed
Notes, Class  A-4, and referred to herein as the “Class A-4 Notes”.
The Class A-1 Notes, the Class  A-2 Notes, the Class  A-3 Notes
and the Class A-4 Notes are collectively referred to herein as the “Series 2005-1
Notes”.


 


The
Series 2005-1 Notes shall be issued in minimum denominations of $200,000
and integral multiples of $1,000 in excess thereof.


 


The
net proceeds from the sale of the Series 2005-1 Notes shall be deposited
in the Series 2005-1 Collection Account and used to fund increases in the
principal amounts of the Leasing Company Notes to the extent that the Leasing
Companies have requested funding thereunder and to make payments in reduction
of the Invested Amount of other Series of Group I Notes from time to time.


 


The
Series 2005-1 Notes are a non-Segregated Series of Notes (as more
fully described in the Base Indenture) sharing in the Collateral. Accordingly,
all references in this Series Supplement to “all” Series of Notes
(and all references in this Series Supplement to terms defined in the Base
Indenture that contain references to “all” Series of Notes) shall refer to
all Series of Notes other than Segregated Series of Notes. In
addition, the Series 2005-1 Notes are hereby designated as a Series of
Group I Notes and this Series Supplement is hereby designated as a Group I
Supplement. The Series 2005-1 Notes do not have any rights in any
collateral granted to the Trustee other than the Collateral.


 


ARTICLE I


 


DEFINITIONS


 


(a)                                  All capitalized terms not otherwise defined
herein are defined in the Definitions List attached to the Base Indenture as Schedule I
thereto, as amended, modified, restated or supplemented from time to time in
accordance with the terms of the Base Indenture (exclusive of any Series Supplements).
All Article, Section or Subsection references herein shall refer to
Articles, Sections or Subsections of the Base Indenture, except as otherwise
provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Base Indenture, each
capitalized term used or defined herein shall relate only to the Series 2005-1
Notes and not to any other Series of Notes issued by ARG. All references
herein to the “Series 2005-1 Supplement” shall mean the Base Indenture, as
supplemented hereby. For the avoidance of doubt, for purposes of calculating
the “Required Aggregate Asset Amount” as defined in the Base Indenture, the “Series 2005-1
Adjusted Invested Amount” definition shall be used in lieu of the “Series 2005-1
Invested Amount” definition.


 


(b)                                 The following words and phrases shall have
the following meanings with respect to the Series 2005-1 Notes and the
definitions of such terms are applicable to the singular as well as the plural form of
such terms and to the masculine as well as the feminine and neuter genders of
such terms:


 


2

















 


“Additional
Class A-1 Notes” means any additional Class A-1 Notes issued or
proposed to be issued after the Series 2005-1 Closing Date in accordance
with Section 8.3 of this Series Supplement.


 


“Additional
Class A-2 Notes” means any additional Class A-2 Notes issued or
proposed to be issued after the Series 2005-1 Closing Date in accordance
with Section 8.3 of this Series Supplement.


 


“Additional
Class A-3 Notes” means any additional Class A-3 Notes issued or
proposed to be issued after the Series 2005-1 Closing Date in accordance
with Section 8.3 of this Series Supplement.


 


“Additional
Class A-4 Notes” means any additional Class A-4 Notes issued or
proposed to be issued after the Series 2005-1 Closing Date in accordance
with Section 8.3 of this Series Supplement.


 


“Additional
Series 2005-1 Floating Rate Notes” means, collectively, the Additional
Class A-2 Notes and the Additional Class A-4 Notes.


 


“Additional
Series 2005-1 Notes” means, collectively, the Additional Class A-1
Notes, the Additional Class A-2 Notes, the Additional Class A-3 Notes
and the Additional Class A-4 Notes.


 


“Adjusted
Aggregate Asset Amount” means, as of any day, the sum of (a) the
Aggregate Asset Amount and (b) the sum of (1) the amount of cash and
Permitted Investments on deposit in the Series 2005-1 Collection Account
and available for reduction of the Series 2005-1 Invested Amount and (2) the
amount of cash and Permitted Investments on deposit in the Series 2005-1
Excess Collection Account, in each case on such day.


 


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


 


“Certificate
of Lease Deficit Demand” means a certificate in the form of Annex A
to a Series 2005-1 Letter of Credit.


 


“Certificate
of Termination Date Demand” means a certificate in the form of Annex
D to a Series 2005-1 Letter of Credit.


 


“Certificate
of Termination Demand” means a certificate in the form of Annex C
to a Series 2005-1 Letter of Credit.


 


“Certificate
of Unpaid Demand Note Demand” means a certificate in the form of Annex
B to a Series 2005-1 Letter of Credit.


 


“Class A-1
Adjusted Periodic Interest” means, (a) for the initial Distribution
Date, $725,833.33 and (b) for any other Distribution Date with respect to
the


 


3

















 


Class A-1 Notes, the
sum of (i) for the Series 2005-1 Interest Period ending on the day
preceding such Distribution Date, an amount equal to the product of (1) one-twelfth
of the Class A-1 Note Rate and (2) the Class A-1 Outstanding
Principal Amount on the first day of such Series 2005-1 Interest Period,
after giving effect to any principal payments made on such date, and (ii) an
amount equal to the amount of any unpaid Series 2005-1 Deficiency Amounts
with respect to the Class A-1 Notes, as of the preceding Distribution Date
with respect to such Class A-1 Notes (together with any accrued interest
on such Series 2005-1 Deficiency Amounts).


 


“Class A-1
Initial Invested Amount” means the aggregate initial principal amount of
the Class A-1 Notes, which is $250,000,000.


 


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


 


“Class A-1
Note Rate” means 4.02% per annum.


 


“Class A-1
Noteholder” means the person in whose name a Class A-1 Note is
registered in the Note Register.


 


“Class A-1
Notes” means any one of the Series 2005-1 4.02% Rental Car Asset
Backed Notes, Class A-1, executed by ARG and authenticated by or on behalf
of the Trustee, substantially in the form of Exhibit A-1-1
hereto. Definitive Class A-1 Notes shall have such insertions and deletions
as are necessary to give effect to the provisions of Section 2.18 of the
Base Indenture.


 


“Class A-1
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Class A-1 Initial Invested Amount minus (b) the
amount of principal payments made to the Class A-1 Noteholders on or prior
to such date plus (c) the aggregate principal amount of Additional Class A-1
Notes issued on or prior to such date.


 


“Class A-1
Periodic Interest” means, with respect to (a) the initial Series 2005-1
Interest Period, an amount equal to the product of (i) the Class A-1
Note Rate, (ii) the Class A-1 Initial Invested Amount and (iii) 24/360
and (b) any other Series 2005-1 Interest Period for the Class A-1
Notes, an amount equal to the product of (i) one-twelfth of the Class A-1
Note Rate and (ii) the Class A-1 Invested Amount on the first day of
such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date.


 


“Class A-1/A-2
Carryover Controlled Amortization Amount” means, with respect to the Class A-1
Notes and the Class A-2 Notes for any Related Month during the Class A-1/A-2
Controlled Amortization Period, the amount, if any, by which the portion of the
Monthly Total Principal Allocation paid to the Class A-1 Notes and the Class A-2


 


4

















 


Notes for the previous
Related Month was less than the Class A-1/A-2 Controlled Distribution
Amount for the previous Related Month; provided, however, that
for the first Related Month in the Class A-1/A-2 Controlled Amortization
Period, the Class A-1/A-2 Carryover Controlled Amortization Amount shall
be zero.


 


“Class A-1/A-2
Controlled Amortization Amount” means (i) with respect to any Related
Month during the Class A-1/A-2 Controlled Amortization Period other than
the Related Month immediately preceding the Class A-1/A-2 Expected Final
Distribution Date, $208,333,333.33 and (ii) with respect to the Related
Month immediately preceding the Class A-1/A-2 Expected Final Distribution
Date, $208,333,333.35.


 


“Class A-1/A-2
Controlled Amortization Period” means the period commencing at the close of
business on September 30, 2007 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and ending on the earlier to occur
of (i) the date on which the Class A-1 Notes and the Class A-2
Notes are fully paid and the Surety Provider has been paid all Surety Provider
Fees and all Surety Provider Reimbursement Amounts then due and owing as of
such date and (ii) the commencement of the Series 2005-1 Rapid
Amortization Period.


 


“Class A-1/A-2
Controlled Distribution Amount” means, with respect to (i) any Related
Month during the Class A-1/A-2 Controlled Amortization Period, an amount
equal to the sum of the Class A-1/A-2 Controlled Amortization Amount and
any Class A-1/A-2 Carryover Controlled Amortization Amount for such
Related Month and (ii) any other Related Month, zero (0).


 


“Class A-1/A-2
Expected Final Distribution Date” means the April 2008 Distribution Date.


 


“Class A-1/A-2
Final Distribution Date” means the April 2009 Distribution Date.


 


“Class A-2
Adjusted Periodic Interest” means (a) for the initial Distribution
Date, $725,833.33 and (b) for any other Distribution Date with respect to
the Class A-2 Notes, the sum of (i) for the Series 2005-1
Interest Period ending on the day preceding such Distribution Date, an amount
equal to the product of (l) the Class A-2 Note Rate for such Interest
Period, (2) the Class A-2 Outstanding Principal Amount on the first
day of such Interest Period and (3) a fraction, the numerator of which is
the number of days in such Interest Period and the denominator of which is 360
and (ii) an amount equal to the amount of any unpaid Series 2005-1
Deficiency Amounts with respect to the Class A-2 Notes, as of the
preceding Distribution Date with respect to such Class A-2 Notes (together
with any accrued interest on such Series 2005-1 Deficiency Amounts).


 


“Class A-2
Initial Invested Amount” means the aggregate initial principal amount of
the Class A-2 Notes, which is $1,000,000,000.


 


5

















 


“Class A-2
Interest Rate Hedge” means initially the rate hedge transaction agreement,
dated as of February 17, 2005, between ARG and the Series 2005-1 Initial
Interest Rate Hedge Provider, substantially in the form of Exhibit H
to this Series Supplement, and each other rate hedge transaction agreement
substantially in the form of Exhibit H to this Series Supplement
or such other rate hedge transaction agreement entered into by ARG with a
Qualified Interest Rate Hedge Provider, subject to satisfaction of the Series 2005-1
Rating Agency Confirmation and Consent Condition, in each case with a strike
rate equal to no more than 4.00% per annum and an aggregate notional amount
equal to at least the Class A-2 Invested Amount.


 


“Class A-2
Interest Rate Hedge Provider” means a provider of a Class A-2 Interest
Rate Hedge.


 


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


 


“Class A-2
Note Rate” means, (i) with respect to the initial Series 2005-1
Interest Period, 2.72% per annum and (ii) with respect to each Series 2005-1
Interest Period thereafter, a rate per annum equal to LIBOR for such Series 2005-1
Interest Period plus 0.10% per annum.


 


“Class A-2
Noteholder” means the person in whose name a Class A-2 Note is
registered in the Note Register.


 


“Class A-2
Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-2, executed by ARG and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1-2
hereto. Definitive Class A-2 Notes shall have such insertions and
deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.


 


“Class A-2
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Class A-2 Initial Invested Amount minus (b) the
amount of principal payments made to the Class A-2 Noteholders on or prior
to such date plus (c) the aggregate principal amount of Additional Class A-2
Notes issued on or prior to such date.


 


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


 


“Class A-3
Adjusted Periodic Interest” means, (a) for the initial Distribution
Date, $1,084,416.67 and (b) for any other Distribution Date with respect
to the Class A-3 Notes, the sum of (i) for the Series 2005-1
Interest Period ending on the


 


6

















 


day preceding such
Distribution Date, an amount equal to the product of (1) one-twelfth of
the Class A-3 Note Rate and (2) the Class A-3 Outstanding
Principal Amount on the first day of such Series 2005-1 Interest Period,
after giving effect to any principal payments made on such date, and (ii) an
amount equal to the amount of any unpaid Series 2005-1 Deficiency Amounts
with respect to the Class A-3 Notes, as of the preceding Distribution Date
with respect to such Class A-3 Notes (together with any accrued interest
on such Series 2005-1 Deficiency Amounts).


 


“Class A-3
Initial Invested Amount” means the aggregate initial principal amount of
the Class A-3 Notes, which is $350,000,000.


 


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


 


“Class A-3
Note Rate” means 4.29% per annum.


 


“Class A-3
Noteholder” means the person in whose name a Class A-3 Note is
registered in the Note Register.


 


“Class A-3
Notes” means any one of the Series 2005-1 4.29% Rental Car Asset
Backed Notes, Class A-3, executed by ARG and authenticated by or on behalf
of the Trustee, substantially in the form of Exhibit A-1-3
hereto. Definitive Class A-3 Notes shall have such insertions and
deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.


 


“Class A-3
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Class A-3 Initial Invested Amount minus (b) the
amount of principal payments made to the Class A-3 Noteholders on or prior
to such date plus (c) the aggregate principal amount of Additional Class A-3
Notes issued on or prior to such date.


 


“Class A-3
Periodic Interest” means, with respect to (a) the initial Series 2005-1
Interest Period, an amount equal to the product of (i) the Class A-3
Note Rate, (ii) the Class A-3 Initial Invested Amount and (iii) 24/360
and (b) any other Series 2005-1 Interest Period for the Class A-3
Notes, an amount equal to the product of (i) one-twelfth of the Class A-3
Note Rate and (ii) the Class A-3 Invested Amount on the first day of
such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date.


 


“Class A-3/A-4
Carryover Controlled Amortization Amount” means, with respect to the Class A-3
Notes and the Class A-4 Notes for any Related Month during the Class A-3/A-4
Controlled Amortization Period, the amount, if any, by which the portion of the
Monthly Total Principal Allocation paid to the Class A-3 Notes and the Class A-4
Notes for the previous Related Month was less than the Class A-3/A-4
Controlled


 


7

















 


Distribution Amount for the
previous Related Month; provided, however, that for the first
Related Month in the Class A-3/A-4 Controlled Amortization Period, the Class A-3/A-4
Carryover Controlled Amortization Amount shall be zero.


 


“Class A-3/A-4
Controlled Amortization Amount” means (i) with respect to any Related
Month during the Class A-3/A-4 Controlled Amortization Period other than
the Related Month immediately preceding the Class A-3/A-4 Expected Final
Distribution Date, $91,666,666.66 and (ii) with respect to the Related
Month immediately preceding the Class A-3/A-4 Expected Final Distribution
Date, $91,666,666.70.


 


“Class A-3/A-4
Controlled Amortization Period” means the period commencing at the close of
business on September 30, 2009 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and ending on the earliest to
occur of (i) the date on which the Class A-3 Notes and the Class A-4
Notes are fully paid and the Surety Provider has been paid all Surety Provider
Fees and all Surety Provider Reimbursement Amounts then due and owing as of
such date and (ii) the commencement of the Series 2005-1 Rapid
Amortization Period.


 


“Class A-3/A-4
Controlled Distribution Amount” means, with respect to (i) any Related
Month during the Class A-3/A-4 Controlled Amortization Period, an amount
equal to the sum of the Class A-3/A-4 Controlled Amortization Amount and
any Class A-3/A-4 Carryover Controlled Amortization Amount for such
Related Month and (ii) any other Related Month, zero (0).


 


“Class A-3/A-4
Expected Final Distribution Date” means the April 2010 Distribution
Date.


 


“Class A-3/A-4
Final Distribution Date” means the April 2011 Distribution Date.


 


“Class A-4
Adjusted Periodic Interest” means (a) for the initial Distribution
Date, $1,084,416.67 and (b) for any other Distribution Date with respect
to the Class A-4 Notes, the sum of (i) for the Series 2005-1
Interest Period ending on the day preceding such Distribution Date, an amount
equal to the product of (l) the Class A-4 Note Rate for such Interest
Period, (2) the Class A-4 Outstanding Principal Amount on the first
day of such Interest Period and (3) a fraction, the numerator of which is
the number of days in such Interest Period and the denominator of which is 360
and (ii) an amount equal to the amount of any unpaid Series 2005-1
Deficiency Amounts with respect to the Class A-4 Notes, as of the
preceding Distribution Date with respect to such Class A-4 Notes (together
with any accrued interest on such Series 2005-1 Deficiency Amounts).


 


“Class A-4
Initial Invested Amount” means the aggregate initial principal amount of
the Class A-4 Notes, which is $200,000,000.


 


“Class A-4
Interest Rate Hedge” means initially the rate hedge transaction agreement,
dated as of February 17, 2005, between ARG and the Series 2005-1
Initial Interest Rate Hedge Provider, substantially in the form of Exhibit H
to this Series


 


8

















 


Supplement, and each other rate hedge transaction agreement
substantially in the form of Exhibit H to this Series Supplement
or such other rate hedge transaction agreement entered into by ARG with a
Qualified Interest Rate Hedge Provider, subject to satisfaction of the Series 2005-1
Rating Agency Confirmation and Consent Condition, in each case with a strike
rate equal to no more than 4.25% per annum and an aggregate notional amount
equal to at least the Class A-4 Invested Amount.


 


“Class A-4
Interest Rate Hedge Provider” means a provider of a Class A-4 Interest
Rate Hedge.


 


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


 


“Class A-4
Note Rate” means, (i) with respect to the initial Series 2005-1
Interest Period, 2.77% per annum and (ii) with respect to each Series 2005-1
Interest Period thereafter, a rate per annum equal to LIBOR for such Series 2005-1
Interest Period plus 0.15% per annum.


 


“Class A-4
Noteholder” means the person in whose name a Class A-4 Note is
registered in the Note Register.


 


“Class A-4
Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-4, executed by ARG and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1-4
hereto. Definitive Class A-4 Notes shall have such insertions and
deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.


 


“Class A-4
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Class A-4 Initial Invested Amount minus (b) the
amount of principal payments made to the Class A-4 Noteholders on or prior
to such date plus (c) the aggregate principal amount of Additional Class A-4
Notes issued on or prior to such date.


 


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


 


“Class Invested
Amount” means, with respect to the Series 2005-1 Notes of any Class,
the Class A-1 Invested Amount, the Class A-2 Invested Amount, the Class A-3
Invested Amount and the Class A-4 Invested Amount, as applicable.


 


“Disposition
Agent Unpaid Fee Amount” has the meaning specified in Section 2.7(f) of
this Series Supplement.


 


9

















 


“Disposition
Proceeds” means the net proceeds (other than (i) the portion of the
Repurchase Price payable by the Manufacturer pursuant to a Manufacturer Program
or (ii) with respect to Series 2005-1 Non-Program Vehicles, the
portion of the net proceeds payable by any Lessee pursuant to the applicable
Lease) from the sale or disposition of a Vehicle to any Person, whether at an
auction or otherwise.


 


“Expected
Final Distribution Date” means with respect to the Series 2005-1 Notes
of any Class, the Class A-1/A-2 Expected Final Distribution Date or the Class A-3/A-4
Expected Final Distribution Date, as applicable.


 


“Fair
Market Value” means, with respect to any Vehicle as of any date of
determination, the wholesale market value of such Vehicle as specified in the
Related Month’s Lease Guide, for the model class and model year of such
Vehicle based on the average equipment and the average mileage of each vehicle
of such model class and model year; provided, that if the Lease
Guide is not being published or the Lease Guide is being published but such
Vehicle is not included therein, the Finance Guide at the beginning of the
model year shall be used to estimate the wholesale market value of the Vehicle,
based on the Vehicle’s model class and model year or the closest model class and
model year thereto and a vehicle condition of “average” (as defined in the
Finance Guide); provided, further, that if the Finance Guide is
not being published or the Finance Guide is being published but such Vehicle is
not included therein, the wholesale market value of such Vehicle shall be based
on an independent third-party data source, and determined in accordance with a
methodology, with respect to which the Series 2005-1 Rating Agency
Confirmation and Consent Condition shall have been satisfied; provided, further,
that if no such third-party data source or methodology shall have been so approved
or any such third-party source or methodology is not available, the wholesale
market value of such Vehicle shall be the Capitalized Cost of such Vehicle less
depreciation charges at a rate equal to the Vanguard Historical Depreciation
Rate as of such date of the Capitalized Cost of such Vehicle since the date of
such Vehicle’s purchase.


 


“Fair
Market Value Average” means, as of any Determination Date, the percentage
equivalent of a fraction, the numerator of which is the average of the sum of
the respective Fair Market Values of each Series 2005-1 Non-Program
Vehicle (including, for the avoidance of doubt, any Series 2005-1
Non-Program Vehicle that was a Series 2005-1 Program Vehicle but was
redesignated as a Series 2005-1 Non-Program Vehicle as a result of a
Manufacturer Event of Default, effective as of the second Determination Date
following such redesignation, but only for so long as such Series 2005-1
Non-Program Vehicle is designated as a Series 2005-1 Non-Program Vehicle,
but excluding Series 2005-1 Ineligible Program Vehicles) subject to the
Leases as of such Determination Date and the two Determination Dates precedent
thereto and the denominator of which is the average of the aggregate Net Book
Value of each Series 2005-1 Non-Program Vehicle (including, for the
avoidance of doubt, any Series 2005-1 Non-Program Vehicle that was a Series 2005-1
Program Vehicle but was redesignated as a Series 2005-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, effective as of the
second Determination Date following such redesignation, but only for so long as
such Series 2005-1 Non-Program Vehicle is designated as a Series 2005-1


 


10

















 


Non-Program Vehicle, but
excluding Series 2005-1 Ineligible Program Vehicles) subject to the Leases
as of such Determination Date and the two Determination Dates precedent
thereto; provided that for purposes of determining the Net Book Value of
any Series 2005-1 Program Vehicle that was redesignated as a Series 2005-1
Non-Program Vehicle as a result of a Manufacturer Event of Default,
notwithstanding the definition of Net Book Value set forth in the Base
Indenture, Net Book Value shall be determined, for purposes of calculating the
Fair Market Value and Fair Market Value Average, by applying the Depreciation Schedule (and
applicable Depreciation Charges) established for such Series 2005-1
Non-Program Vehicle when such Series 2005-1 Non-Program Vehicle was
redesignated in accordance with the provisions of the applicable Lease.


 


“Final
Distribution Date” means with respect to the Series 2005-1 Notes of
any Class, the Class A-1/A-2 Final Distribution Date or the Class A-3/A-4
Final Distribution Date, as applicable.


 


“GM
Freeze Vehicle Amount” means, as of any date of determination (x) either (A) in
any period during which no Manufacturer Event of Default with respect to GM has
occurred and is continuing or (B) which is less than 31 days after the
occurrence of a Specified Manufacturer Event of Default with respect to GM that
is continuing, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all GM Freeze
Vehicles that are Eligible Vehicles as of such date and not turned in to GM
pursuant to its Manufacturer Program, or not otherwise sold or deemed to be
sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from GM under its Manufacturer Program with respect to Eligible
Vehicles that were GM Freeze Vehicles (other than Exchanged Vehicles) (as of
the applicable Disposition Date) and turned in to GM pursuant to such
Manufacturer Program and the aggregate of all Eligible Receivables owned by a
Leasing Company, financed under the related Leasing Company Indenture and owed
by GM with respect to a GM Freeze Vehicle under and in accordance with its
Manufacturer Program, plus (iii) with regard to Eligible Vehicles
that were GM Freeze Vehicles (as of the applicable Disposition Date) that have
been turned in to GM, or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, plus (iv) with regard to Eligible Vehicles that
were GM Freeze Vehicles (as of the applicable Disposition Date) that have been
turned in to GM, or otherwise sold, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that were GM Freeze
Vehicles (net of amounts set forth in clauses (ii) and (iii) above),
plus (v) if such date of determination is during the period from and
including a Determination Date to but excluding the next Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that were GM Freeze Vehicles that have not been turned in to
GM or otherwise sold, as of such date of determination and (y) (1) in any
period during which a Manufacturer Event of Default other than a Specified
Manufacturer Event of Default with respect to GM has occurred and is continuing
or (2) which is at least 31 days after the occurrence of a Specified
Manufacturer Event of Default with respect to GM that is continuing, zero.


 


11

















 


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


 


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


 


“Insurance
Agreement” means the Insurance Agreement, dated as February 24, 2005,
among the Surety Provider, the Trustee and ARG, as amended, modified, restated
or supplemented from time to time in accordance with the terms thereof.


 


“Insured
Principal Deficit Amount” means, with respect to any Distribution Date, the
excess, if any, of (i) the Series 2005-1 Outstanding Principal Amount
measured as of such Distribution Date over (ii) the sum on such
Distribution Date of (A) the Series 2005-1 Aggregate Asset Amount, (B) the
amount of cash and Permitted Investments on deposit in the Series 2005-1
Excess Collection Account, (C) the Series 2005-1 Available Reserve
Account Amount, (D) the Series 2005-1 Letter of Credit Amount and (E) the
amount on deposit in the Series 2005-1 Distribution Account and allocated
to effect a redemption of the Series 2005-1 Notes of any Class.


 


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


 


“Lease
Deficit Disbursement” means an amount drawn under a Series 2005-1
Letter of Credit pursuant to a Certificate of Lease Deficit Demand.


 


“Lease
Payment Deficit Notice” has the meaning specified in Section 2.2(g) of
this Series Supplement.


 


“LIBOR”
means, with respect to each Series 2005-1 Interest Period, a rate per
annum to be determined by the Trustee as follows:


 


On
each LIBOR Determination Date, the Trustee will determine the London interbank
offered rate for U.S. dollar deposits for one month that appears on Telerate Page 3750
as it relates to U.S. dollars as of 11:00 a.m., London time, on such LIBOR
Determination Date;


 


If,
on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750,
the Trustee will request the principal London offices of each of four major
banks in the London interbank market selected by the Trustee to provide the
Trustee with offered quotations for deposits in U.S. dollars for a period of
one month, commencing on the first day of such Series 2005-1 Interest
Period, to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a principal amount equal
to an amount of not less than $250,000 that is representative of a single
transaction in such market at such time. If at least two such quotations are
provided, “LIBOR” for such Series 2005-1 Interest Period 


 


12

















 


will be the arithmetic mean
of such quotations (rounded upwards to the nearest one sixty-fourth of one
percent (1/64%)); or


 


If
fewer than two such quotations are provided, “LIBOR” for such Series 2005-1
Interest Period will be the arithmetic mean of rates quoted by three major
banks in The City of New York selected by the Trustee at approximately 11:00 a.m.,
New York City time, on such LIBOR Determination Date for loans in U.S. dollars
to leading European banks, for a period of one month, commencing on the first
day of such Series 2005-1 Interest Period, and in a principal amount equal
to an amount of not less than $250,000 that is representative of a single
transaction in such market at such time; provided, however, that
if the banks selected as aforesaid by such Trustee are not quoting rates as
mentioned in this sentence, “LIBOR” for such Series 2005-1 Interest Period
will be the same as “LIBOR” for the immediately preceding Series 2005-1
Interest Period.


 


“LIBOR
Determination Date” means, with respect to any Series 2005-1 Interest
Period, the second London Banking Day preceding the first day of such Series 2005-1
Interest Period.


 


“London
Banking Day” means any Business Day on which dealings in deposits in United
States dollars are transacted in the London interbank market.


 


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


 


“MCA
Unpaid Fee Amount” has the meaning specified in Section 2.7(f) of
this Series Supplement.


 


“Measurement
Month” means, as of any date of determination, each calendar month, or the
smallest number of consecutive calendar months, preceding such date, in which
at least the lesser of the following (a) and (b) were sold at auction
(excluding salvage sales): (a) the greater of (x) the number of Series 2005-1
Non-Program Vehicles (including, for the avoidance of doubt, any Series 2005-1
Non-Program Vehicle that was a Series 2005-1 Program Vehicle but was
redesignated as a Series 2005-1 Non-Program Vehicle as a result of a
Manufacturer Event of Default, commencing in the calendar month in which such
redesignation occurs, but only for so long as such Series 2005-1
Non-Program Vehicle is designated as a Series 2005-1 Non-Program Vehicle,
and excluding Series 2005-1 Ineligible Program Vehicles) that constitute
one twelfth of the number of the Series 2005-1 Non-Program Vehicles
(including, for the avoidance of doubt, any Series 2005-1 Non-Program
Vehicle that was a Series 2005-1 Program Vehicle but was redesignated as a
Series 2005-1 Non-Program Vehicle as a result of a Manufacturer Event of
Default, commencing in the calendar month in which such redesignation occurs,
but only for so long as such Series 2005-1 Non-Program Vehicle is
designated as a Series 2005-1 Non-Program Vehicle, and excluding Series 2005-1
Ineligible Program Vehicles) as of the last day of such calendar month or
consecutive calendar months and (y) 500, and (b) 2,000 Series 2005-1
Non-Program Vehicles (including, for the avoidance of doubt, any Series 2005-1
Non-Program Vehicle that was a Series 2005-1 Program Vehicle but was
redesignated as a


 


13

















 


Series 2005-1
Non-Program Vehicle as a result of a Manufacturer Event of Default, commencing
in the calendar month in which such redesignation occurs, but only for so long
as such Series 2005-1 Non-Program Vehicle is designated as a Series 2005-1
Non-Program Vehicle, and excluding Series 2005-1 Ineligible Program
Vehicles) were sold at auction during such calendar month or consecutive
calendar months; provided, however,
that no calendar month included in a Measurement Month shall be included in any
other Measurement Month.


 


“Measurement
Month Average” means, with respect to any Measurement Month, the lesser of (a) the
percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Disposition Proceeds and Termination Payments paid or payable in
respect of all Series 2005-1 Non-Program Vehicles (including, for the
avoidance of doubt, any Series 2005-1 Non-Program Vehicle that was a Series 2005-1
Program Vehicle but was redesignated as a Series 2005-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, commencing in the
calendar month in which such redesignation occurs, but only for so long as such
Series 2005-1 Non-Program Vehicle is designated as a Series 2005-1
Non-Program Vehicle, and excluding Series 2005-1 Ineligible Program
Vehicles) (excluding salvage sales) that are sold at auction or otherwise
during such Measurement Month and the two Measurement Months preceding such
Measurement Month, and the denominator of which is the Net Book Value of such Series 2005-1
Non-Program Vehicles (including, for the avoidance of doubt, any Vehicle that
was a Series 2005-1 Program Vehicle but was redesignated as a Series 2005-1
Non-Program Vehicle as a result of a Manufacturer Event of Default, commencing
in the calendar month in which such redesignation occurs, but only for so long
as such Series 2005-1 Non-Program Vehicle is designated as a Series 2005-1
Non-Program Vehicle, and excluding Series 2005-1 Ineligible Program
Vehicles) (excluding salvage sales) that are sold at auction or otherwise
during such Measurement Month and the two Measurement Months preceding such
Measurement Month, measured as of the dates of their respective sales and (b) 100%;
provided, that for purposes of determining the Net Book Value of any Series 2005-1
Program Vehicle that was redesignated as a Series 2005-1 Non-Program
Vehicle as a result of a Manufacturer Event of Default, notwithstanding the
definition of Net Book Value set forth in the Base Indenture, Net Book Value
shall be determined, for purposes of calculating the Measurement Month Average,
by applying the Depreciation Schedule (and applicable Depreciation
Charges) established for such Series 2005-1 Non-Program Vehicle when such Series 2005-1
Non-Program Vehicle was redesignated in accordance with the provisions of the
applicable Lease.


 


“Mitsubishi”
means Mitsubishi Motors Corp.


 


“Monthly
Total Principal Allocation” means for any Related Month the sum of all Series 2005-1
Principal Allocations with respect to such Related Month and any amounts
deposited in the Series 2005-1 Collection Account pursuant to Section 2.3(h)(iii)(B) of
this Series Supplement.


 


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


 


14

















 


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


 


“Note
Rate” means, with respect to the Series 2005-1 Notes of any Class, the
Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-3 Note
Rate or the Class A-4 Note Rate, as applicable.


 


“Outstanding”
means with respect to the Series 2005-1 Notes, all Series 2005-1
Notes theretofore authenticated and delivered under the Indenture, except
(a) Series 2005-1 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 2005-1 Notes which have not
been presented for payment but funds for the payment of which are on deposit in
the Series 2005-1 Distribution Account and are available for payment of
such Series 2005-1 Notes, and Series 2005-1 Notes which are
considered paid pursuant to Section 8.1 of the Base Indenture or (c) Series 2005-1
Notes in exchange for or in lieu of other Series 2005-1 Notes which have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Trustee is presented that any such Series 2005-1 Notes
are held by a purchaser for value.


 


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


 


“Permanent
Global Class A-1 Note” has the meaning specified in Section 6.2
of this Series Supplement.


 


“Permanent
Global Class A-2 Note” has the meaning specified in Section 6.2
of this Series Supplement.


 


“Permanent
Global Class A-3 Note” has the meaning specified in Section 6.2
of this Series Supplement.


 


“Permanent
Global Class A-4 Note” has the meaning specified in Section 6.2
of this Series Supplement.


 


“Permanent
Global Notes” has the meaning specified in Section 6.2 of this Series Supplement.


 


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


 


“Pre-Preference
Period Demand Note Payments” means, as of any date of determination, the
aggregate amount of all proceeds of demands made on the Series 2005-1
Demand Note included in the Series 2005-1 Demand Note Payment Amount as of
the Series 2005-1 Letter of Credit Termination Date that were paid by
Vanguard more than one year before such date of determination; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the
lapse of a period of 60 consecutive days) with respect to Vanguard occurs
during such one year period, (x) the Pre-Preference Period Demand Note Payments
as of any date during the period from and including the date of the occurrence
of such Event of Bankruptcy to and including the conclusion or dismissal of the


 


15

















 


proceedings giving rise to
such Event of Bankruptcy without continuing jurisdiction by the court in such
proceedings shall equal the Pre-Preference Period Demand Note Payments as of
the date of such occurrence and (y) the Pre-Preference Period Demand Note
Payments as of any date after the conclusion or dismissal of such proceedings
shall equal the Series 2005-1 Demand Note Payment Amount as of the date of
the conclusion or dismissal of such proceedings.


 


“Principal
Deficit Amount” means, with respect to any Distribution Date, the excess, if
any, of (i) the Series 2005-1 Adjusted Invested Amount on such
Distribution Date, over (ii) the Series 2005-1 Aggregate Asset Amount
on such Distribution Date; provided, however, the Principal
Deficit Amount on any date that is prior to the last Final Distribution Date
with respect to the Series 2005-1 Notes of any Class occurring during
the period commencing on and including the date of the filing by any Lessee of
a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding
the date on which such Lessee shall have resumed making all payments of Monthly
Variable Rent required to be made under the Lease to which such Lessee is a
party, shall mean the excess, if any, of (x) the Series 2005-1 Adjusted
Invested Amount on such date over (y) the sum of (1) the Series 2005-1
Aggregate Asset Amount on such date and (2) the lesser of (a) the Series 2005-1
Liquidity Amount on such date and (b) the Series 2005-1 Required
Liquidity Amount on such date.


 


“Pro
Rata Share” means, with respect to any Series 2005-1 Letter of Credit
Provider as of any date, the fraction (expressed as a percentage) obtained by
dividing (A) the available amount under such Series 2005-1 Letter of
Credit Provider’s Series 2005-1 Letter of Credit as of such date by (B) an
amount equal to the aggregate available amount under all Series 2005-1
Letters of Credit, as of such date; provided, that only for purposes of
calculating the Pro Rata Share with respect to any Series 2005-1 Letter of
Credit Provider as of any date, if such Series 2005-1 Letter of Credit
Provider has not complied with its obligation to pay the Trustee the amount of
any draw under its Series 2005-1 Letter of Credit made prior to such date,
the available amount under such Series 2005-1 Letter of Credit Provider’s Series 2005-1
Letter of Credit as of such date shall be treated as reduced (for calculation
purposes only) by the amount of such unpaid demand and shall not be reinstated
for purposes of such calculation unless and until the date as of which such Series 2005-1
Letter of Credit Provider has paid such amount to the Trustee and has been
reimbursed by any of the Lessees for such amount (provided that the
foregoing calculation shall not in any manner reduce the undersigned’s actual
liability in respect of any failure to pay any demand under its Series 2005-1
Letter of Credit).


 


“Qualified
Interest Rate Hedge Provider” means a Series 2005-1 Interest Rate
Hedge Provider that (A) has, or has all of its obligations under its Series 2005-1
Interest Rate Hedge guaranteed by a person that has, a short-term senior and
unsecured debt rating of at least “A-1” from Standard & Poor’s, (B) has,
or has all of its obligations under its Series 2005-1 Interest Rate Hedge
guaranteed by a person that has, a short-term senior unsecured debt rating of “P-1”
from Moody’s and a long-term senior unsecured debt rating of at least “A1” from
Moody’s and (C) is acceptable to the Surety Provider.


 


16

















 


“Rating
Agencies” means, with respect to the Series 2005-1 Notes, Standard &
Poor’s, Moody’s and any other nationally recognized rating agency rating the Series 2005-1
Notes at the request of ARG.


 


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


 


“Required
Noteholders” means, with respect to the Series 2005-1 Notes, subject
to Section 8.9 of this Series Supplement, and on any date of
determination, means Series 2005-1 Noteholders holding more than 50% of
the Series 2005-1 Invested Amount (excluding any Series 2005-1 Notes
held by ARG or any Affiliate of ARG).


 


“Restricted
Global Class A-1 Note” has the meaning specified in Section 6.1
of this Series Supplement.


 


“Restricted
Global Class A-2 Note” has the meaning specified in Section 6.1
of this Series Supplement.


 


“Restricted
Global Class A-3 Note” has the meaning specified in Section 6.1
of this Series Supplement.


 


“Restricted
Global Class A-4 Note” has the meaning specified in Section 6.1
of this Series Supplement.


 


“Restricted
Global Notes” has the meaning specified in Section 6.1 of this Series Supplement.


 


“Series 2005-1
Accounts” has the meaning specified in Section 2.6 of this Series Supplement.


 


“Series 2005-1
Accrued Amounts” means, on any date of determination, the sum of (i) accrued
and unpaid interest payable on the Series 2005-1 Notes as of such date, (ii) the
Surety Provider Fee, if any, payable by ARG as of such date, (iii) any
other amounts due as of such date to the Surety Provider pursuant to the
Insurance Agreement (other than unreimbursed principal draws under the Surety
Bond), (iv) any amounts payable by ARG under each Series 2005-1
Interest Rate Hedge as of such date and (v) the product of (A) the
Carrying Charges payable on such date and (B) the Series 2005-1
Percentage as of the immediately preceding Determination Date.


 


“Series 2005-1
Accrued Interest Account” has the meaning specified in Section 2.1(b) of
this Series Supplement.


 


“Series 2005-1
Additional Account Collateral” has the meaning specified in Section 2.1(g) of
this Series Supplement.


 


“Series 2005-1
Adjusted Invested Amount” means, as of any date of determination, the
excess, if any, of (A) the Series 2005-1 Invested Amount as of such
date over (B) the sum of (1) the amount of cash and Permitted
Investments on deposit in


 


17

















 


the Series 2005-1
Excess Collection Account and (2) the amount of cash and Permitted
Investments on deposit in the Series 2005-1 Collection Account and
available for reduction of the Series 2005-1 Invested Amount, in each
case, as of such date.


 


“Series 2005-1
Adjusted Periodic Interest” means the Class A-1 Adjusted Periodic
Interest, the Class A-2 Adjusted Periodic Interest, the Class A-3
Adjusted Periodic Interest or the Class A-4 Adjusted Periodic Interest, as
applicable.


 


“Series 2005-1
Aggregate Asset Amount” means, as of any date of determination, the product
of (a) the Series 2005-1 Invested Percentage (with respect to
principal) as of such date and (b) the Aggregate Asset Amount as of such
date.


 


“Series 2005-1
Aggregate Asset Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series 2005-1
Required Aggregate Asset Amount as of such date, and the denominator of which
is equal to the Required Aggregate Asset Amount as of such date.


 


“Series 2005-1
Aggregate Kia/Hyundai/Suzuki/Volkswagen Amount” means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2005-1
Program Vehicles and Series 2005-1 Non-Program Vehicles, in each case that
are Eligible Vehicles as of such date that were manufactured by Kia, Hyundai,
Suzuki or Volkswagen and not turned in to Kia, Hyundai, Suzuki or Volkswagen,
as the case may be, pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program, if any, or not otherwise
sold or deemed to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Kia, Hyundai, Suzuki or Volkswagen under Manufacturer Programs
with respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the
applicable disposition date) that were manufactured by Kia, Hyundai, Suzuki or
Volkswagen, as the case may be, and turned in to such Manufacturers
pursuant to any such Manufacturer Program or delivered for Auction pursuant to
any such Manufacturer Program and the aggregate of all Eligible Receivables
owned by a Leasing Company, financed under the related Leasing Company
Indenture and owed by Kia, Hyundai, Suzuki or Volkswagen under and in
accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles (as of the applicable disposition date) that were manufactured by Kia,
Hyundai, Suzuki or Volkswagen that have been delivered for Auction pursuant to
a Manufacturer Program with Kia, Hyundai, Suzuki or Volkswagen, as the case may be,
all amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, (iv) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case, that were manufactured by Kia,
Hyundai, Suzuki or Volkswagen that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1


 


18

















 


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


 


“Series 2005-1
Amortization Event” has the meaning specified in Article III of
this Series Supplement.


 


“Series 2005-1
ARG Liquidation Event” means, so long as such event or condition continues,
(i) the occurrence of an Event of Bankruptcy with respect to ARG, any
Leasing Company, the general partner of any Leasing Company, any Lessee or
Vanguard Holdings or the Intermediary or (ii) any event or condition of
the type specified in clauses (a) through (l), (o),
and (q) of Article III of this Series Supplement that
continues for thirty (30) days (without double counting the cure period, if
any, provided therein); provided, however, that any event or
condition of the type specified in clauses (a) through (i),  (l),
(o), and (q) of Article III of this Series Supplement
shall not constitute a Series 2005-1 ARG Liquidation Event if within such
thirty (30) day period, such Amortization Event shall have been cured, and,
after such cure is provided for, the Trustee shall have received the written
consent of the Required Noteholders, waiving the occurrence of such Series 2005-1
ARG Liquidation Event.


 


“Series 2005-1
Available Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2005-1 Cash Collateral
Account as of such date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date).


 


“Series 2005-1
Available Interest Rate Hedge Collateral Account Amount” means, as of any
date of determination, the amount on deposit in the Series 2005-1 Interest
Rate Hedge Collateral Account as of such date (after giving effect to any
deposits thereto and withdrawals and releases therefrom on such date).


 


“Series 2005-1
Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Series 2005-1 Reserve Account as of such date
(after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date).


 


“Series 2005-1
Bankrupt Manufacturer” means, as of any day, each Manufacturer for which an
Event of Bankruptcy has occurred; provided that any such Manufacturer
for which an Event of Bankruptcy has occurred shall cease to constitute a Series 2005-1
Bankrupt Manufacturer when it has satisfied the Series 2005-1 Confirmation
Condition with respect to such Event of Bankruptcy.


 


19

















 


“Series 2005-1
Cash Collateral Account” has the meaning specified in Section 2.8(f) of
this Series Supplement.


 


“Series 2005-1
Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of
this Series Supplement.


 


“Series 2005-1
Cash Collateral Account Surplus” means, with respect to any Distribution
Date, the lesser of (a) the Series 2005-1 Available Cash Collateral
Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2005-1
Liquidity Amount over the Series 2005-1 Required Liquidity Amount on such
Distribution Date (after giving effect to any withdrawal from the Series 2005-1
Reserve Account on such Distribution Date) and (B) the excess, if any, of
the Series 2005-1 Enhancement Amount over the Series 2005-1 Required
Enhancement Amount on such Distribution Date (after giving effect to any
withdrawal from the Series 2005-1 Reserve Account on such Distribution
Date); provided, however, that, on any date after the Series 2005-1
Letter of Credit Termination Date, the Series 2005-1 Cash Collateral
Account Surplus shall mean the excess, if any, of (x) the Series 2005-1
Available Cash Collateral Account Amount over (y) the Series 2005-1 Demand
Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of
such date.


 


“Series 2005-1
Cash Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series 2005-1
Available Cash Collateral Account Amount as of such date and the denominator of
which is the Series 2005-1 Letter of Credit Liquidity Amount as of such
date.


 


“Series 2005-1
Closing Date” means February 24, 2005.


 


“Series 2005-1
Collateral” means the Collateral, each Series 2005-1 Letter of Credit,
the Series 2005-1 Demand Note, each Series 2005-1 Interest Rate
Hedge, the Series 2005-1 Excess Collection Account Collateral, the Series 2005-1
Additional Account Collateral, the Series 2005-1 Cash Collateral Account
Collateral, the Series 2005-1 Distribution Account Collateral and the Series 2005-1
Reserve Account Collateral.


 


“Series 2005-1
Collection Account” has the meaning specified in Section 2.1(b) of
this Series Supplement.


 


“Series 2005-1
Confirmation Condition” with respect to any Series 2005-1 Bankrupt
Manufacturer means a condition that is satisfied when the bankruptcy court
having jurisdiction over the Series 2005-1 Bankrupt Manufacturer issues an
order, for so long as that order remains in effect, approving: (i) the
assumption of the Series 2005-1 Bankrupt Manufacturer’s Manufacturer
Program (and the related Assignment Agreements) by the Series 2005-1
Bankrupt Manufacturer or the trustee in bankruptcy of the Series 2005-1
Bankrupt Manufacturer, as applicable, under Section 365 of the Bankruptcy
Code, provided that at the time of the assumption, all amounts due from the Series 2005-1
Bankrupt Manufacturer under the Manufacturer Program have been paid


 


20

















 


and all other defaults by
the Series 2005-1 Bankrupt Manufacturer under the Manufacturer Program
have been cured or (ii) the execution, delivery and performance by the Series 2005-1
Bankrupt Manufacturer of a new post-petition Series 2005-1 Eligible
Manufacturer Program (and the related Assignment Agreements) on the same terms
and covering the same Vehicles as the Series 2005-1 Bankrupt Manufacturer’s
Manufacturer Program (and the related Assignment Agreements) in effect on the
date the Series 2005-1 Bankrupt Manufacturer suffered an event of
bankruptcy, provided that at the time of the execution and delivery of the new
post-petition Series 2005-1 Eligible Manufacturer Program, all amounts due
and payable by the Series 2005-1 Bankrupt Manufacturer under the previous Series 2005-1
Eligible Manufacturer Program have been paid and all other defaults by the Series 2005-1
Bankrupt Manufacturer under the previous Series 2005-1 Eligible
Manufacturer Program have been cured.


 


“Series 2005-1
Controlled Amortization Amount” means the sum of the Class A-1/A-2
Controlled Amortization Amount and the Class A-3/A-4 Controlled
Amortization Amount.


 


“Series 2005-1
Controlled Amortization Period” means the Class A-1/A-2 Controlled
Amortization Period and/or the Class A-3/A-4 Controlled Amortization
Period, as applicable.


 


“Series 2005-1
Controlled Distribution Amount” means, with respect to each Related Month,
the sum of the Class A-1/A-2 Controlled Distribution Amount and the Class A-3/A-4
Controlled Distribution Amount.


 


“Series 2005-1
Defaulted Manufacturer” means a Manufacturer with respect to whom a
Manufacturer Event of Default has occurred and is continuing; provided
that for the avoidance of doubt a Manufacturer that is a Series 2005-1
Defaulted Manufacturer solely as a result of being a Series 2005-1
Bankrupt Manufacturer shall cease to constitute a Series 2005-1 Defaulted
Manufacturer when it has satisfied the Series 2005-1 Confirmation
Condition.


 


“Series 2005-1
Defaulted Manufacturer Vehicle Amount” means, as of any date of
determination, with respect to each Series 2005-1 Defaulted Manufacturer
as of such date, and solely for so long as such Manufacturer is a Series 2005-1
Defaulted Manufacturer, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2005-1
Program Vehicles and Series 2005-1 Non-Program Vehicles, in each case that
are Eligible Vehicles as of such date that were manufactured by such Series 2005-1
Defaulted Manufacturer and not turned in to such Series 2005-1 Defaulted
Manufacturer pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded Payments)
from such Series 2005-1 Defaulted Manufacturer under Manufacturer Programs
with respect to Eligible Vehicles (other than Exchanged Vehicles) (as of the
applicable disposition date) that were


 


21

















 


manufactured by such Series 2005-1
Defaulted Manufacturer and turned in to such Series 2005-1 Defaulted
Manufacturer pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by such Series 2005-1 Defaulted Manufacturer
under and accordance with a Manufacturer Program, (iii) with regard to
Eligible Vehicles that were Series 2005-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by such Series 2005-1
Defaulted Manufacturer that have been delivered for Auction, all amounts
receivable (other than amounts specified in clause (ii) above) from
any person or entity in connection with the Auction of such Eligible Vehicles
as of such date, (iv) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by such Series 2005-1
Defaulted Manufacturer that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any Casualty Payments or Termination Payments
with respect to such Eligible Vehicles due and payable as of such date under
the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by such Series 2005-1
Defaulted Manufacturer that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent under
the Leases with respect to such Eligible Vehicles (net of amounts set forth in clauses
(ii), (iii) and (iv) above), and (vi) if such
date of determination is during the period from and including a Determination
Date to but excluding the next Program Distribution Date, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible Vehicles
that have not been turned in to the Manufacturer for Auction or otherwise sold,
as of such date of determination.


 


“Series 2005-1
Deficiency Amount” has the meaning specified in Section 2.3(g)(iii) of
this Series Supplement.


 


“Series 2005-1
Demand Note” means the demand note made by Vanguard to ARG in the aggregate
principal amount of $9,000,000, substantially in the form of Exhibit B
to this Series Supplement, as amended, modified or restated from time to
time.


 


“Series 2005-1
Demand Note Payment Amount” means, as of the Series 2005-1 Letter of
Credit Termination Date, the aggregate amount of all proceeds of demands made
on the Series 2005-1 Demand Note pursuant to Section 2.5(b) or
(c) of this Series Supplement that were deposited into the Series 2005-1
Distribution Account and paid to the Series 2005-1 Noteholders during the
one year period ending on the Series 2005-1 Letter of Credit Termination
Date; provided, however, that if an
Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to Vanguard shall have occurred during such one year period, the Series 2005-1
Demand Note Payment Amount as of the Series 2005-1 Letter of Credit
Termination Date shall equal the Series 2005-1 Demand Note Payment Amount
as if it were calculated as of the date of such occurrence.


 


22

















 


“Series 2005-1
Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.


 


“Series 2005-1
Distribution Account” has the meaning specified in Section 2.9(a) of
this Series Supplement.


 


“Series 2005-1
Distribution Account Collateral” has the meaning specified in Section 2.9(d) of
this Series Supplement.


 


“Series 2005-1
Eligible Letter of Credit Provider” means (a) a commercial bank having
total assets in excess of $500,000,000, (b) a finance company, insurance
company or other financial institution that in the ordinary course of business
issues letters of credit and has total assets in excess of $200,000,000, and
with respect to which providing or becoming an assignee of the obligations of a
Series 2005-1 Letter of Credit Provider would not constitute a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or
(c) any other financial institution, in each case, satisfactory to ARG and
the Surety Provider and having, at the time of the issuance of the related Series 2005-1
Letter of Credit, a long-term debt rating of at least “AA” from Standard &
Poor’s and at least “Aa3” from Moody’s and a short-term debt rating of “P-1”
from Moody’s.


 


“Series 2005-1
Eligible Manufacturer Program” means, at any time, a Manufacturer Program
that is in full force and effect with a Series 2005-1 Eligible Program Manufacturer;
provided that with respect to a Series 2005-1 Eligible Program
Manufacturer that has experienced a Manufacturer Event of Default due to the
occurrence of an Event of Bankruptcy with respect to such Series 2005-1
Eligible Program Manufacturer, prior to the Manufacturer Program of such Series 2005-1
Eligible Program Manufacturer constituting a “Series 2005-1 Eligible
Manufacturer Program” hereunder following the cessation of such Manufacturer
Event of Default, such Manufacturer shall be, or solely to the extent such
Manufacturer’s parent provides a guaranty of such Manufacturer’s obligations,
such Manufacturer’s parent, shall be rated at least “BBB” by Standard &
Poor’s and “Baa2” by Moody’s; provided, further, that with
respect to any new Manufacturer Program (including a new model year
Manufacturer Program of a Series 2005-1 Eligible Program Manufacturer and
a Manufacturer Program of a new Manufacturer) that is proposed for
consideration after the date hereof as a Series 2005-1 Eligible Manufacturer
Program, prior to such new Manufacturer Program constituting a “Series 2005-1
Eligible Manufacturer Program” hereunder, ARG shall have satisfied the Series 2005-1
Rating Agency Confirmation and Consent Condition with respect to such Series 2005-1
Eligible Manufacturer Program (such consent of the Surety Provider not to be
unreasonably withheld and to be provided promptly and without undue delay); and
provided, further, that, if there is a material change to a
Manufacturer Program during a model year, ARG shall have satisfied the Series 2005-1
Rating Agency Confirmation and Consent Condition with respect to such change
prior to such Manufacturer Program, as changed, constituting a “Series 2005-1
Eligible Manufacturer Program” (such consent of the Surety Provider not to be
unreasonably withheld and to be provided promptly and without undue delay).


 


23

















 


“Series 2005-1
Eligible Non-Program Manufacturer” means (a) each Manufacturer listed
on Exhibit C-1 to this Series Supplement and (b) any
other Manufacturer with respect to which ARG has satisfied the Series 2005-1
Rating Agency Confirmation and Consent Condition.


 


“Series 2005-1
Eligible Program Manufacturer” means (a) any of (i) a
Manufacturer who is listed on Exhibit C-2 to this Series Supplement;
provided that (w) Hyundai shall be excluded from the definition of Series 2005-1
Eligible Program Manufacturer for so long as Hyundai is not rated at least “BBB-”
by Standard & Poor’s and at least “Baa3” by Moody’s, but only until
such time as Hyundai is rated at least “BBB-” by Standard & Poor’s and
at “least Baa3” from Moody’s; (x) Kia shall be excluded from the definition of Series 2005-1
Eligible Program Manufacturer for so long as Kia is not rated at least “BBB-”
by Standard & Poor’s and at least “Baa3” by Moody’s, but only until
such time as Kia is rated at least “BBB-” by Standard & Poor’s and at
least “Baa3” from Moody’s; (y) Suzuki shall be excluded from the definition of Series 2005-1
Eligible Program Manufacturer for so long as Suzuki is not rated at least “BBB-”
by Standard & Poor’s and at least “Baa3” by Moody’s, but only until
such time as Suzuki is rated at least “BBB-” by Standard & Poor’s and
at least “Baa3” from Moody’s and (z) Volkswagen shall be excluded from the
definition of Series 2005-1 Eligible Program Manufacturer for so long as
Volkswagen is not rated at least “BBB-” by Standard & Poor’s and at
least “Baa3” by Moody’s, but only until such time as Volkswagen is rated at
least “BBB-” by Standard & Poor’s and at least “Baa3” from Moody’s; provided
further that upon the withdrawal of the rating of any such Manufacturer
described in clauses (w) through (z) above by a Rating Agency or upon the
downgrade of any such Manufacturer described in clauses (w) through (z) above
by a Rating Agency to a rating that would require exclusion of such
Manufacturer described in clauses (w) through (z) above from this definition,
for purposes of this definition and each instance in which this definition is
used in this Series Supplement, such Manufacturer shall be deemed to be
rated “BBB-” and/or “Baa3”, as applicable, by the Rating Agency which
downgraded such Manufacturer for a period of 30 days following the date of such
downgrade, (ii) a Manufacturer who, at the time that the Manufacturer
Program to which such Manufacturer is a party is proposed for consideration as
a Series 2005-1 Eligible Manufacturer Program, is rated, or solely to the
extent such parent provides a guaranty of such Manufacturer’s obligations under
such Manufacturer Program, whose parent is rated at least “BBB” by Standard &
Poor’s and at least “Baa3” by Moody’s and who is then acceptable to the Surety
Provider (who has agreed not to unreasonably withhold its acceptance of any
such Manufacturer) or (iii) with respect to which ARG has satisfied the Series 2005-1
Rating Agency Confirmation and Consent Condition, (b) who has a
Manufacturer Program and (c) who has not experienced a Manufacturer Event
of Default that is continuing.


 


“Series 2005-1
Enhancement Amount” means, as of any date of determination, the sum of (i) the
Series 2005-1 Overcollateralization Amount, (ii) the Series 2005-1
Letter of Credit Amount and (iii) the Series 2005-1 Available Reserve
Account Amount, in each case as of such date.


 


24

















 


“Series 2005-1
Enhancement Deficiency” means, as of any date of determination, the amount
by which the Series 2005-1 Enhancement Amount is less than the Series 2005-1
Required Enhancement Amount, in each case as of such date.


 


“Series 2005-1
Excess Collection Account” has the meaning specified in Section 2.1(b) of
this Series Supplement.


 


“Series 2005-1
Excess Collection Account Collateral” has the meaning specified in Section 2.1(f) of
this Series Supplement.


 


“Series 2005-1
Hyundai Amount” means, as of any date of determination, an amount equal to
the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Program Vehicles and Series 2005-1
Non-Program Vehicles, in each case that are Eligible Vehicles as of such date
that were manufactured by Hyundai and not turned in to Hyundai pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from
Hyundai under Manufacturer Programs with respect to Eligible Vehicles (other
than Exchanged Vehicles) (as of the applicable disposition date) that were
manufactured by Hyundai and turned in to Hyundai pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by
Hyundai under and accordance with a Manufacturer Program, (iii) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by Hyundai that have
been delivered for Auction, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, (iv) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles or Series 2005-1
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Hyundai that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by Hyundai that
have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any accrued and unpaid Monthly Base Rent under the Leases with respect to
such Eligible Vehicles (net of amounts set forth in clauses (ii), (iii) and
(iv) above), and (vi) if such date of determination is during
the period from and including a Determination Date to but excluding the next
Program Distribution Date, any accrued and unpaid Monthly Base Rent under the
Leases with respect to such Eligible Vehicles that have not been turned in to
the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


25

















 


“Series 2005-1
Ineligible Program Vehicle” means an Eligible Vehicle that is a Program
Vehicle but that is not subject to a Series 2005-1 Eligible Manufacturer
Program.


 


“Series 2005-1
Initial Interest Rate Hedge Provider” means Lehman Brothers Special
Financing Inc.


 


“Series 2005-1
Initial Interest Rate Hedge Provider Hedges” means (x) the Series 2005-1
Initial Interest Rate Hedge Provider’s Class A-2 Interest Rate Hedge and Class A-4
Interest Rate Hedge and (y) each other rate hedge transaction agreement entered
into by ARG with the Series 2005-1 Initial Interest Rate Hedge Provider in
accordance with the terms of the Base Indenture that is designated from time to
time as a Series 2005-1 Initial Interest Rate Hedge Provider Hedge in a
writing signed by ARG and the Series 2005-1 Initial Interest Rate Hedge
Provider.


 


“Series 2005-1
Initial Invested Amount” means the sum of the Class A-1 Initial
Invested Amount, the Class A-2 Initial Invested Amount, the Class A-3
Initial Invested Amount and the Class A-4 Initial Invested Amount.


 


“Series 2005-1
Interest Period” means a period commencing on and including a Distribution
Date and ending on and including the day preceding the next succeeding
Distribution Date; provided, however, that the initial Series 2005-1
Interest Period shall commence on and include the Series 2005-1 Closing
Date and end on and include March 20, 2005.


 


“Series 2005-1
Interest Rate Hedge” means the Class A-2 Interest Rate Hedge or the Class A-4
Interest Rate Hedge, as applicable.


 


“Series 2005-1
Interest Rate Hedge Collateral Account” has the meaning specified in Section 2.12(a) of
this Series Supplement.


 


“Series 2005-1
Interest Rate Hedge Collateral Account Collateral” has the meaning
specified in Section 2.12(d) of this Series Supplement.


 


“Series 2005-1
Interest Rate Hedge Collateral Account Surplus” means, with respect to any
date of determination, the excess, if any, of the Series 2005-1 Available
Interest Rate Hedge Collateral Account Amount over the Series 2005-1
Required Interest Rate Hedge Collateral Account Amount on such date.


 


“Series 2005-1
Interest Rate Hedge Premium” means, for any Distribution Date, the sum of
the amount, if any, payable by ARG to each Series 2005-1 Interest Rate
Hedge Provider under its related Series 2005-1 Interest Rate Hedge on such
Distribution Date (excluding any termination payments), for so long as no payment
default by each such Series 2005-1 Interest Rate Hedge Provider under its
related Series 2005-1 Interest Rate Hedge has occurred and is continuing.


 


“Series 2005-1
Interest Rate Hedge Proceeds” means all amounts received by the Trustee
from each Series 2005-1 Interest Rate Hedge Provider from time to time


 


26

















 


under its Series 2005-1
Interest Rate Hedge (including amounts received from a guarantor or from
collateral securing the obligations of such Series 2005-1 Interest Rate
Hedge Provider under its Series 2005-1 Interest Rate Hedge).


 


“Series 2005-1
Interest Rate Hedge Provider” means a Class A-2 Interest Rate Hedge
Provider or a Class A-4 Interest Rate Hedge Provider, as applicable.


 


“Series 2005-1
Invested Amount” means the sum of the Class A-1 Invested Amount, the Class A-2
Invested Amount, the Class A-3 Invested Amount or the Class A-4
Invested Amount.


 


“Series 2005-1
Invested Percentage” means, as of any date of determination:


 


(i)                                     when used with respect to Principal
Collections, the percentage equivalent of a fraction (which percentage shall
never exceed 100%), the numerator of which is equal to the Series 2005-1
Required Aggregate Asset Amount, determined during the Series 2005-1
Revolving Period as of the open of business on such date of determination, or,
during the Series 2005-1 Controlled Amortization Period and the Series 2005-1
Rapid Amortization Period, as of the end of the Series 2005-1 Revolving
Period, and the denominator of which, with respect to all Series of Group
I Notes, is the greater of (I) the Aggregate Asset Amount as of the open of
business on such date of determination and (II) as of the open of business on
the same date as in clause (I), the Required Aggregate Asset Amount; and


 


(ii)                                  when used with respect to Interest
Collections, the percentage equivalent of a fraction (which percentage shall
never exceed 100%), the numerator of which is the Series 2005-1 Accrued
Amounts on such date of determination, and the denominator of which is the
aggregate Accrued Amounts with respect to all Series of Group I Notes on
such date of determination.


 


“Series 2005-1
Kia Amount” means, as of any date of determination, an amount equal to the
sum, rounded to the nearest $100,000, of the following amounts to the extent
that such amounts are included in the definition of “Aggregate Asset Amount”
for such date:  (i) the Net Book
Value of all Series 2005-1 Program Vehicles and Series 2005-1
Non-Program Vehicles, in each case that are Eligible Vehicles as of such date
that were manufactured by Kia and not turned in to Kia pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from Kia
under Manufacturer Programs with respect to Eligible Vehicles (other than
Exchanged Vehicles) (as of the applicable disposition date) that were
manufactured by Kia and turned in to Kia pursuant to any such Manufacturer
Program or delivered for Auction pursuant to any Manufacturer Program and the
aggregate of all Eligible Receivables owned by a Leasing Company, financed
under the related Leasing Company Indenture and owed by Kia under and
accordance with a 


 


27

















 


Manufacturer Program, (iii) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by Kia that have
been delivered for Auction, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, (iv) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles or Series 2005-1
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Kia that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any Casualty Payments or Termination Payments
with respect to such Eligible Vehicles due and payable as of such date under
the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by Kia that
have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any accrued and unpaid Monthly Base Rent under the Leases with respect to
such Eligible Vehicles (net of amounts set forth in clauses (ii), (iii) and
(iv) above), and (vi) if such date of determination is during
the period from and including a Determination Date to but excluding the next
Program Distribution Date, any accrued and unpaid Monthly Base Rent under the
Leases with respect to such Eligible Vehicles that have not been turned in to
the Manufacturer for Auction or otherwise sold, as of such date of
determination.


 


“Series 2005-1
Lease Interest Payment Deficit” means on any Distribution Date an amount
equal to the excess, if any, of (a) the aggregate amount of Interest
Collections which pursuant to Section 2.2 of this Series Supplement
would have been allocated to the Series 2005-1 Accrued Interest Account if
all payments of Monthly Variable Rent required to have been made under the
Leases from and excluding the immediately preceding Distribution Date to and
including such Distribution Date were made in full over (b) the aggregate
amount of Interest Collections which pursuant to Section 2.2 of
this Series Supplement have been allocated to the Series 2005-1
Accrued Interest Account from and excluding the immediately preceding
Distribution Date to and including such Distribution Date.


 


“Series 2005-1
Lease Payment Deficit” means either a Series 2005-1 Lease Interest
Payment Deficit or a Series 2005-1 Lease Principal Payment Deficit.


 


“Series 2005-1
Lease Principal Payment Carryover Deficit” means (a) for the initial
Distribution Date, zero and (b) for any other Distribution Date, the
excess, if any, of (x) the Series 2005-1 Lease Principal Payment Deficit,
if any, on the preceding Distribution Date over (y) the amount deposited in the
Series 2005-1 Distribution Account on such preceding Distribution Date on
account of such Series 2005-1 Lease Principal Payment Deficit.


 


“Series 2005-1
Lease Principal Payment Deficit” means on any Distribution Date the sum of (a) the
Series 2005-1 Monthly Lease Principal Payment Deficit for such
Distribution Date and (b) the Series 2005-1 Lease Principal Payment
Carryover Deficit for such Distribution Date.


 


28

















 


“Series 2005-1
Letter of Credit” means an irrevocable letter of credit, if any,
substantially in the form of Exhibit D to this Series Supplement
issued by a Series 2005-1 Eligible Letter of Credit Provider in favor of
the Trustee for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider in form and substance
satisfactory to the Surety Provider.


 


“Series 2005-1
Letter of Credit Amount” means, as of any date of determination, the lesser
of (a) the sum of (i) the aggregate amount available to be drawn on
such date under each Series 2005-1 Letter of Credit, as specified therein
and (ii) if the Series 2005-1 Cash Collateral Account has been
established and funded pursuant to Section 2.8 of this Series Supplement,
the Series 2005-1 Available Cash Collateral Account Amount on such date
and (b) the outstanding principal amount of the Series 2005-1 Demand
Note on such date.


 


“Series 2005-1
Letter of Credit Expiration Date” means, with respect to any Series 2005-1
Letter of Credit, the expiration date set forth in such Series 2005-1
Letter of Credit, as such date may be extended in accordance with the
terms of such Series 2005-1 Letter of Credit.


 


“Series 2005-1
Letter of Credit Liquidity Amount” means, as of any date of determination,
the sum of (a) the aggregate amount available to be drawn on such date
under each Series 2005-1 Letter of Credit, as specified therein and (b) if
the Series 2005-1 Cash Collateral Account has been established and funded
pursuant to Section 2.8 of this Series Supplement, the Series 2005-1
Available Cash Collateral Account Amount on such date.


 


“Series 2005-1
Letter of Credit Provider” means the issuer of a Series 2005-1 Letter
of Credit.


 


“Series 2005-1
Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2005-1 Notes are fully paid and the Surety Provider
has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts then due; (b) the Series 2005-1 Termination
Date; and (c) such earlier date consented to by the Surety Provider and
the Rating Agencies which consent by the Surety Provider shall be in writing.


 


“Series 2005-1
Liquidity Amount” means, as of any date of determination, the sum of (a) the
amount available to be drawn under the Series 2005-1 Letter of Credit on
such date, (b) if the Series 2005-1 Cash Collateral Account has been
established and funded pursuant to Section 2.8 of this Series Supplement,
the Series 2005-1 Available Cash Collateral Account Amount on such date
and (c) the Series 2005-1 Available Reserve Account Amount on such
date.


 


“Series 2005-1
Liquidity Deficiency” means, as of any date of determination, the amount by
which the Series 2005-1 Liquidity Amount is less than the Series 2005-1
Required Liquidity Amount as of such date.


 


29

















 


“Series 2005-1
Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle Amount” means, as
of any day, an amount equal to 25% of the Adjusted Aggregate Asset Amount on
such day.


 


“Series 2005-1
Maximum Amount” means any of the Series 2005-1 Maximum Non-Eligible
Manufacturer Amount, the Series 2005-1 Maximum Non-Program Vehicle Amount,
the Series 2005-1 Maximum Restricted Vehicle Amount, the Series 2005-1
Maximum Mitsubishi Non-Program Vehicle Amount, each Series 2005-1 Maximum
Defaulted Manufacturer Vehicle Amount, the Series 2005-1 Maximum Kia
Amount, the Series 2005-1 Maximum Hyundai Amount, the Series 2005-1
Maximum Suzuki Amount, the Series 2005-1 Maximum Volkswagen Amount, the Series 2005-1
Maximum Mazda Program Vehicle Amount or the Series 2005-1 Maximum
Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle Amount.


 


“Series 2005-1
Maximum Defaulted Manufacturer Vehicle Amount” means, as of any date of
determination, with respect to each Series 2005-1 Defaulted Manufacturer,
solely for so long as such Manufacturer is a Series 2005-1 Defaulted
Manufacturer, an amount equal to the product of (x) a fraction expressed as a
percentage, the numerator of which is the Series 2005-1 Defaulted
Manufacturer Vehicle Amount, on the day such Manufacturer became a Series 2005-1
Defaulted Manufacturer and the denominator of which is the Adjusted Aggregate
Asset Amount as of such day on which such Manufacturer became a Series 2005-1
Defaulted Manufacturer and (y) the Adjusted Aggregate Asset Amount as of such
date of determination; provided that for the avoidance of doubt, there
will be no Series 2005-1 Maximum Defaulted Manufacturer Vehicle Amount
with respect to a Manufacturer on any date on which such Manufacturer is not a Series 2005-1
Defaulted Manufacturer.


 


“Series 2005-1
Maximum Hyundai Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-1
Maximum Kia Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-1
Maximum Mazda Program Vehicle Amount” means, as of any day, an amount equal
to (a) if Mazda is rated at least “BBB” by Standard & Poor’s and “Baa2”
by Moody’s, 10% of the Adjusted Aggregate Asset Amount as of such day and (b) if
Mazda is not rated at least “BBB” by Standard & Poor’s and “Baa2” by
Moody’s, 2% of the Adjusted Aggregate Asset Amount as of such day.


 


“Series 2005-1
Maximum Mitsubishi Non-Program Vehicle Amount” means, as of any day, an
amount equal to 20% of the Series 2005-1 Maximum Non-Program Vehicle
Amount as of such day.


 


“Series 2005-1
Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount
equal to 2% of the Adjusted Aggregate Asset Amount on such day.


 


30

















 


“Series 2005-1
Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal
to the Series 2005-1 Maximum Non-Program Vehicle Percentage of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-1
Maximum Non-Program Vehicle Percentage”  means 30% or such lesser
percentage as may be agreed to in writing by ARG and the Surety Provider
(initially 15.0%) on or after the Series 2005-1 Closing Date, with prompt
written notice thereof delivered by ARG to the Trustee.


 


“Series 2005-1
Maximum Restricted Vehicle Amount” means, as of any day, with respect to
any Series 2005-1 Restricted Manufacturer, an amount equal to 33.33% of
the Series 2005-1 Maximum Non-Program Vehicle Amount as of such day.


 


“Series 2005-1
Maximum Suzuki Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-1
Maximum Volkswagen Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-1
Mazda Program Vehicle Amount” means, as of any date of determination, an
amount equal to the sum, rounded to the nearest $100,000, of the following
amounts to the extent that such amounts are included in the definition of “Aggregate
Asset Amount” for such date:  (i) the
Net Book Value of all Series 2005-1 Program Vehicles that are Eligible
Vehicles as of such date that were manufactured by Mazda and not turned in to
Mazda pursuant to its Manufacturer Program, if any, or delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed
to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Mazda under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) (as of the applicable disposition
date) that were manufactured by Mazda and turned in to Mazda pursuant to any
such Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by Mazda
under and in accordance with a Manufacturer Program, (iii) with regard to
Eligible Vehicles that were Series 2005-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by Mazda that have been
delivered for Auction, all amounts receivable (other than amounts specified in clause
(ii) above) from any person or entity in connection with the Auction
of such Eligible Vehicles as of such date, (iv) with regard to Eligible
Vehicles that were Series 2005-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by Mazda that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any Casualty
Payments or Termination Payments with respect to such Eligible Vehicles due and
payable as of such date under the Leases, (v) with regard to Eligible
Vehicles that were Series 2005-1 Program Vehicles (as of the applicable
disposition date) that were manufactured by Mazda that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles (net of


 


31

















 


amounts set forth in clauses
(ii), (iii) and (iv) above) and (vi) if such
date of determination is during the period from and including a Determination
Date to but excluding the next Distribution Date, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles that
have not been turned in to the Manufacturer for Auction or otherwise sold, as
of such date of determination.


 


“Series 2005-1
Mitsubishi Non-Program Vehicle Amount” means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Series 2005-1
Non-Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by Mitsubishi and not turned in to Mitsubishi pursuant to its
Manufacturer Program, if any, or delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) with regard to
Eligible Vehicles that were Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date) that were manufactured by Mitsubishi that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold,
any Casualty Payments or Termination Payments with respect to such Eligible
Vehicles due and payable as of such date under the Leases, (iii) with
regard to Eligible Vehicles that were Series 2005-1 Non-Program Vehicles
(as of the applicable disposition date) that were manufactured by Mitsubishi
that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent under the Leases with
respect to such Eligible Vehicles (net of amounts set forth in clause (ii) above)
and (iv) if such date of determination is during the period from and
including a Determination Date to but excluding the next Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


“Series 2005-1
Monthly Lease Principal Payment Deficit” means on any Distribution Date an
amount equal to the excess, if any, of (a) the aggregate amount of
Principal Collections which pursuant to Section 2.2 of this Series Supplement
would have been allocated to the Series 2005-1 Collection Account if all
payments required to have been made under the Leases from and excluding the
preceding Distribution Date to and including such Distribution Date were made
in full over (b)  the aggregate amount of Principal Collections which
pursuant to Section 2.2 of this Series Supplement have been
allocated to the Series 2005-1 Collection Account (without giving effect
to any amounts deposited into the Series 2005-1 Accrued Interest Account
pursuant to the proviso to Section 2.2(c)(ii) of this Series Supplement)
from and excluding the preceding Distribution Date to and including such
Distribution Date.


 


“Series 2005-1
Non-Eligible Manufacturer Amount” means, as of any date of determination,
an amount equal to the sum, rounded to the nearest $100,000, of the following
amounts to the extent that such amounts are included in the definition of “Aggregate
Asset Amount” for such date:  (i) the
Net Book Value of all Vehicles that are Eligible Vehicles as of such date that
were manufactured by Manufacturers other than Series 2005-1 Eligible
Program Manufacturers or Series 2005-1 Eligible Non-Program 


 


32

















 


Manufacturers and not turned
in to the Manufacturer thereof pursuant to its Manufacturer Program, if any,
not delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) with regard to Eligible Vehicles (as of the applicable
disposition date) that were manufactured by Manufacturers other than Series 2005-1
Eligible Program Manufacturers or Series 2005-1 Eligible Non-Program
Manufacturers that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, any Casualty Payments or Termination Payments with
respect to such Eligible Vehicles due and payable on such date under the
Leases, (iii) with regard to Eligible Vehicles (as of the applicable
disposition date) that were manufactured by Manufacturers other than Series 2005-1
Eligible Program Manufacturers or Series 2005-1 Eligible Non-Program
Manufacturers that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, any accrued and unpaid Monthly Base Rent under the
Leases with respect to such Eligible Vehicles (net of amounts set forth in clause
(ii) above) and (iv) if such date of determination is during the
period from and including a Determination Date to but excluding the next
Distribution Date, any accrued and unpaid Monthly Base Rent under the Leases
with respect to such Eligible Vehicles that have not been turned in to the
Manufacturer for Auction or otherwise sold, as of such date of determination.


 


“Series 2005-1
Non-Program Vehicle” means a Vehicle that is not subject to a Series 2005-1
Eligible Manufacturer Program, including, without limitation Vehicles subject
to a Manufacturer Program that fails to meet the definition of Series 2005-1
Eligible Manufacturer Program as a result of the occurrence and continuation of
a Manufacturer Event of Default with respect to the related Manufacturer.


 


“Series 2005-1
Non-Program Vehicle Amount” means, as of any date of determination, an
amount equal to the sum, rounded to the nearest $100,000, of the following
amounts to the extent that such amounts are included in the definition of “Aggregate
Asset Amount” for such date:  (i) the
Net Book Value of all Series 2005-1 Non-Program Vehicles that are Eligible
Vehicles as of such date and not turned in to the Manufacturer thereof pursuant
to its Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) with regard to
Eligible Vehicles that were Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date) that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (iii) with regard to Eligible Vehicles that were Series 2005-1
Non-Program Vehicles (as of the applicable disposition date) that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles (net of amounts set forth in clause (ii) above)
and (iv) if such date of determination is during the period from and
including a Determination Date to but excluding the next Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


 


33

















 


“Series 2005-1
Non-Program Vehicle Percentage” means, as of any date of determination, the
sum of (i) the percentage equivalent of a fraction, the numerator of which
is the Series 2005-1 Non-Program Vehicle Amount as of such date and the
denominator of which is equal to the Aggregate Asset Amount as of such date and
(ii) the Specified BBB-/Baa3 Vehicle Percentage Excess as of such date; provided
that upon the occurrence of a Specified Manufacturer Event of Default with
respect to any Manufacturer, such Specified Manufacturer Event of Default will
be deemed not to have occurred for purposes of calculating the Series 2005-1
Non-Program Vehicle Percentage for a period of thirty (30) days following the
occurrence of such Specified Manufacturer Event of Default.


 


“Series 2005-1
Noteholder” means the person in whose name a Class A-1 Note, Class A-2
Note, Class A-3 Note or Class A-4 Note, as the context may require,
is registered in the Note Register.


 


“Series 2005-1
Notes” means, collectively, the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Series 2005-1
Outstanding Principal Amount” means the sum of the Class A-1
Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount,
the Class A-3 Outstanding Principal Amount and the Class A-4
Outstanding Principal Amount.


 


“Series 2005-1
Overcollateralization Amount” means, as of any date, (A) on which no
Aggregate Asset Amount Deficiency exists, the Series 2005-1 Required
Overcollateralization Amount as of such date or (B) on which an Aggregate
Asset Amount Deficiency exists, the excess, if any, of the Series 2005-1
Aggregate Asset Amount over the Series 2005-1 Adjusted Invested Amount as
of such date.


 


“Series 2005-1
Past Due Rent Payment” has the meaning specified in Section 2.2(d) of
this Series Supplement.


 


“Series 2005-1
Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2005-1
Invested Amount as of such date and the denominator of which is the sum of the
Invested Amounts for all Series of Notes as of such date.


 


“Series 2005-1
Periodic Interest” means, with respect to the Series 2005-1 Notes of
any Class, the Class A-1 Periodic Interest, the Class A-2 Periodic
Interest, the Class A-3 Periodic Interest or the Class A-4 Periodic
Interest, as applicable.


 


“Series 2005-1
Principal Allocation” has the meaning specified in Section 2.2(a)(ii) of
this Series Supplement.


 


“Series 2005-1
Program Vehicle” means a Vehicle subject to a Series 2005-1 Eligible
Manufacturer Program.


 


34

















 


“Series 2005-1
Program Vehicle Amount” means, as of any date of determination, an amount
equal to the sum, rounded to the nearest $100,000, of the following amounts to
the extent that such amount are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Program Vehicles that are Eligible
Vehicles as of such date and not turned in to the Manufacturer thereof pursuant
to its Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from
Manufacturers under Manufacturer Programs with respect to Eligible Vehicles
that were Series 2005-1 Program Vehicles (other than Exchanged Vehicles)
(as of the applicable Disposition Date) and turned in to such Manufacturers
pursuant to any such Manufacturer Program or delivered for Auction pursuant to
any Manufacturer Program and the aggregate of all Eligible Receivables owned by
a Leasing Company, financed under the related Leasing Company Indenture and
owed by Series 2005-1 Eligible Program Manufacturers under and in
accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2005-1 Program Vehicles (as of the applicable
Disposition Date) that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, all amounts receivable (other than amounts specified
in clause (ii) above) from any person or entity in connection with
the Auction of such Eligible Vehicles as of such date, (iv) with regard to
Eligible Vehicles that were Series 2005-1 Program Vehicles (as of the
applicable Disposition Date) that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles (as of the applicable Disposition Date) that have been turned
in to the Manufacturer, delivered for Auction or otherwise sold, any accrued
and unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles (net of amounts set forth in clauses (ii), (iii) and
(iv) above) and (vi) if such date of determination is during
the period from and including a Determination Date to but excluding the next
Distribution Date, any accrued and unpaid Monthly Base Rent under the Leases
with respect to such Eligible Vehicles that have not been turned in to the
Manufacturer for Auction or otherwise sold, as of such date of determination.


 


“Series 2005-1
Program Vehicle Percentage” means, as of any date of determination, the
result of (i) the percentage equivalent of a fraction, the numerator of
which is the excess, if any, of the Series 2005-1 Program Vehicle Amount
over the GM Freeze Vehicle Amount as of such date and the denominator of which
is equal to the Aggregate Asset Amount as of such date minus (ii) the
Specified BBB-/Baa3 Vehicle Percentage Excess as of such date; provided
that upon the occurrence of a Specified Manufacturer Event of Default with respect
to any Manufacturer, such Specified Manufacturer Event of Default will be
deemed not to have occurred for purposes of calculating the Series 2005-1
Program Vehicle Percentage for a period of thirty (30) days following the
occurrence of such Specified Manufacturer Event of Default.


 


“Series 2005-1
Rapid Amortization Period” means the period beginning at the close of
business on the Business Day immediately preceding the day on which an


 


35

















 


Amortization Event is deemed
to have occurred with respect to the Series 2005-1 Notes and ending upon
the earliest to occur of (i) the date on which the Series 2005-1
Notes are redeemed in full and the Surety Provider has been paid all Surety
Provider Fees and all Surety Provider Reimbursement Amounts then due and each Series 2005-1
Interest Rate Hedge has been terminated and there are no amounts due and owing
thereunder and (ii) the termination of the Indenture.


 


“Series 2005-1
Rating Agency Confirmation and Consent Condition” means, with respect to
the Series 2005-1 Notes of each Class and any action, that (i) each
Rating Agency shall have notified ARG, the Surety Provider and the Trustee in
writing that such action will not result in a reduction or withdrawal of the
ratings (in respect of each Class of Series 2005-1 Notes, both with
and without regard to the presence of the Surety Bond in effect immediately
before the taking of such action) of the Series 2005-1 Notes of each Class and
(ii) the Surety Provider shall
have consented in writing to such action.


 


“Series 2005-1
Rating Agency Confirmation Condition” means, with respect to the Series 2005-1
Notes of each Class and any action, including the issuance of an
additional Series of Notes, that each Rating Agency shall have notified
ARG, the Surety Provider and the Trustee in writing that such action will not
result in a reduction or withdrawal of the ratings (in respect of each Class of
Series 2005-1 Notes, both with and without regard to the presence of the
Surety Bond in effect immediately before the taking of such action) of the Series 2005-1
Notes of each Class.


 


“Series 2005-1
Reimbursement Agreement” means any and each agreement providing for the
reimbursement of a Series 2005-1 Letter of Credit Provider for draws under
its Series 2005-1 Letter of Credit.


 


“Series 2005-1
Repurchase Amount” has the meaning specified in Section 8.1 of
this Series Supplement.


 


“Series 2005-1
Required Aggregate Asset Amount” means, as of any date of determination,
the sum of (a) the Series 2005-1 Adjusted Invested Amount and (b) the
Series 2005-1 Required Overcollateralization Amount, in each case, as of
such date.


 


“Series 2005-1
Required Enhancement Amount” means, as of any date of determination, the
sum of (i) the product of (x) the Series 2005-1 Required Enhancement
Percentage as of such date and (y) the Series 2005-1 Adjusted Invested
Amount as of such date plus (ii) the Series 2005-1 Required
Enhancement Incremental Amount as of such date; provided, however,
that, as of any date of determination after the occurrence of a Series 2005-1
ARG Liquidation Event, the Series 2005-1 Required Enhancement Amount shall
equal the lesser of (x) the Series 2005-1 Adjusted Invested Amount as of
such date and (y) the sum of (1) the product of the Series 2005-1
Required Enhancement Percentage as of such date of determination and the Series 2005-1
Adjusted Invested Amount as of the date of the occurrence of such Series 2005-1
ARG Liquidation Event plus (2) the Series 2005-1 Required Enhancement
Incremental Amount as of such date of determination.


 


36

















 


“Series 2005-1
Required Enhancement Incremental Amount” means as of any date, the product
of (A) the Series 2005-1 Aggregate Asset Percentage as of the immediately
preceding Business Day and (B) the sum (without double counting) of (1) the
excess, if any, of the Series 2005-1 Non-Program Vehicle Amount (excluding
from the calculation thereof, to the extent that a Manufacturer Event of
Default has occurred with respect to any Series 2005-1 Eligible Program
Manufacturer, the Net Book Value of the Vehicles (other than Series 2005-1
Non-Program Vehicles manufactured by any such Series 2005-1 Eligible
Program Manufacturer as of the date of the occurrence of such Manufacturer
Event of Default) manufactured by each such Series 2005-1 Eligible Program
Manufacturer for which a Manufacturer Event of Default has occurred and
acquired prior to such Manufacturer Event of Default having been cured, and any
amounts related to such Vehicles included in the definition of Series 2005-1
Non-Program Vehicle Amount) over the Series 2005-1 Maximum Non-Program
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Series 2005-1 Non-Eligible Manufacturer Amount over
the Series 2005-1 Maximum Non-Eligible Manufacturer Amount as of such
immediately preceding Business Day, (3) the excess, if any, of the Series 2005-1
Mazda Program Vehicle Amount over the Series 2005-1 Maximum Mazda Program
Vehicle Amount as of such immediately preceding Business Day, (4) the
excess, if any, of the Series 2005-1 
Restricted Vehicle Amount over the Series 2005-1 Maximum Restricted
Vehicle Amount as of such immediately preceding Business Day, (5) the
excess, if any, of the Series 2005-1 Defaulted Manufacturer Vehicle Amount
with respect to each Series 2005-1 Defaulted Manufacturer over the Series 2005-1
Maximum Defaulted Manufacturer Vehicle Amount with respect to such Series 2005-1
Defaulted Manufacturer as of such immediately preceding Business Day, (6) the
excess, if any, of the Series 2005-1 Mitsubishi Non-Program Vehicle Amount
over the Series 2005-1 Maximum Mitsubishi Non-Program Vehicle Amount as of
such immediately preceding Business Day, (7) the excess, if any, of the Series 2005-1  Kia Amount over the Series 2005-1
Maximum Kia Amount as of such immediately preceding Business Day, (8) the
excess, if any, of the Series 2005-1 
Suzuki Amount over the Series 2005-1 Maximum Suzuki Amount as of
such immediately preceding Business Day, (9) the excess, if any, of the Series 2005-1  Hyundai Amount over the Series 2005-1
Maximum Hyundai Amount as of such immediately preceding Business Day, (10) the
excess, if any, of the Series 2005-1 Volkswagen Amount over the Series 2005-1
Maximum Volkswagen Amount as of such immediately preceding Business Day and
(11) the excess, if any, of the Series 2005-1 Aggregate
Kia/Hyundai/Suzuki/Volkswagen Amount as of such immediately preceding Business
Day, over the Series 2005-1 Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen
Vehicle Amount as of such immediately preceding Business Day.


 


“Series 2005-1
Required Enhancement Percentage” means, as of any date of determination, a
percentage calculated with respect to the preceding day equal to the sum of (i) the
product of (A) the Series 2005-1 Required Program Vehicle Enhancement
Percentage as of such preceding day and (B) the Series 2005-1 Program
Vehicle Percentage as of such preceding day, (ii) the product of (A) the
Series 2005-1 Required Non-Program Enhancement Percentage as of such
preceding day and (B) the Series 2005-1 Non-Program Vehicle
Percentage as of such preceding day and (iii) the product of (A)


 


37

















 


the Series 2005-1
Required GM Freeze Vehicle Enhancement Percentage and (B) the GM Freeze
Vehicle Percentage as of such preceding day.


 


“Series 2005-1
Required GM Freeze Vehicle Enhancement Percentage” means, as of any date of
determination, the result of (i) the sum of (A) the product of (1) 8.50%
and (2) the Class A-1 Invested Amount on such date, (B) the
product of (1) 8.75% and (2) the Class A-2 Invested Amount on
such date, (C) the product of (1) 8.75% and (2) the Class A-3
Invested Amount on such date and (D) the product of (1) 9.00% and (2) the
Class A-4 Invested Amount on such date divided by (ii) the Series 2005-1
Invested Amount on such date. On or after the Series 2005-1 Closing Date,
the percentage set forth in subclause (1) of each of clauses (A), (B), (C) and
(D) in the preceding sentence may be lowered subject to satisfaction
of the Series 2005-1 Rating Agency Confirmation and Consent Condition,
with prompt written notice thereof delivered by ARG to the Trustee, but in no
event shall the percentage set forth in subclause (1) of each of clauses
(A), (B), (C) and (D) be lowered below 7.0%, 7.0%, 7.0% or 7.0%,
respectively.


 


“Series 2005-1
Required Interest Rate Hedge Collateral Account Amount” means, with respect
to any date of determination the sum of the Series 2005-1 Required
Interest Rate Hedge Collateral Amounts for all Series 2005-1 Initial
Interest Rate Hedge Provider Hedges in effect on such date of determination.


 


“Series 2005-1
Required Interest Rate Hedge Collateral Amount” means with respect to each Series 2005-1
Initial Interest Rate Hedge Provider Hedge, the amounts specified in such Series 2005-1
Initial Interest Rate Hedge Provider Hedge as the “Required Interest Rate Hedge
Collateral Amount”.


 


“Series 2005-1
Required Liquidity Amount” means, as of any date of determination, an
amount equal to the result of (i) the result of (x) the sum of (A) the
product of (1) 3.50% and (2) the Class A-1 Invested Amount on
such date, (B) the product of (1) 3.75% and (2) the Class A-2
Invested Amount on such date, (C) the product of (1) 3.50% and (2) the
Class A-3 Invested Amount on such date, and (D) the product of (1) 4.00%
and (2) the Class A-4 Invested Amount on such date divided by (y) the
Series 2005-1 Invested Amount on such date multiplied by (ii) the Series 2005-1
Adjusted Invested Amount on such date.


 


“Series 2005-1
Required Non-Program Enhancement Percentage” means, as of any date of
determination, the sum of (i) the Series 2005-1 Weighted Average
Required Non-Program Vehicle Enhancement Percentage as of such date and (ii) an
amount (not less than zero) equal to 100% minus the lesser of (x) the lowest
Measurement Month Average of any full Measurement Month within the preceding
twelve calendar months (or such fewer number of calendar months as have elapsed
since the Series 2005-1 Closing Date) and (y) the lowest Fair Market Value
Average as of any Determination Date within the preceding twelve calendar
months (or such fewer number of calendar months as have elapsed since the Series 2005-1
Closing Date).


 


“Series 2005-1
Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of (a) the Series 2005-1 Required
Enhancement


 


38

















 


Amount over (b) the sum
of (i) the Series 2005-1 Available Reserve Account Amount as of such
date and (ii) the Series 2005-1 Letter of Credit Amount as of such
date.


 


“Series 2005-1
Required Program Vehicle Enhancement Percentage” means, as of any date of
determination, the result of (i) the sum of (A) the product of (1) 17.25%
and (2) the Class A-1 Invested Amount on such date, (B) the
product of (1) 17.50% and (2) the Class A-2 Invested Amount on
such date, (C) the product of (1) 17.50% and (2) the Class A-3
Invested Amount on such date and (D) the product of (1) 17.75% and (2) the
Class A-4 Invested Amount on such date divided by (ii) the Series 2005-1
Invested Amount on such date. On or after the Series 2005-1 Closing Date,
the percentage set forth in subclause (1) of each of clauses (A), (B), (C) and
(D) in the preceding sentence may be lowered subject to satisfaction
of the Series 2005-1 Rating Agency Confirmation and Consent Condition,
with prompt written notice thereof delivered by ARG to the Trustee, but in no
event shall the percentage set forth in subclause (1) of each of clauses
(A), (B), (C) and (D) be lowered below 14.0%, 14.0%, 14.0% or
14.0%,  respectively.


 


“Series 2005-1
Required Reserve Account Amount” means, with respect to any date of
determination, an amount equal to the greater of (a) the excess, if any,
of the Series 2005-1 Required Liquidity Amount on such date over the Series 2005-1
Liquidity Amount (excluding therefrom the Series 2005-1 Available Reserve
Account Amount) on such date and (b) the excess, if any, of the Series 2005-1
Required Enhancement Amount over the Series 2005-1 Enhancement Amount
(excluding therefrom the Series 2005-1 Available Reserve Account Amount)
on such date.


 


“Series 2005-1
Reserve Account” has the meaning specified in Section 2.7 (a) of
this Series Supplement.


 


“Series 2005-1
Reserve Account Collateral” has the meaning specified in Section 2.7(d) of
this Series Supplement.


 


“Series 2005-1
Reserve Account Surplus” means, with respect to any date of determination,
the excess, if any, of the Series 2005-1 Available Reserve Account Amount
over the Series 2005-1 Required Reserve Account Amount on such date.


 


“Series 2005-1
Restricted Manufacturer” means any Series 2005-1 Eligible Non-Program
Manufacturer (other than Mitsubishi) that is not a Series 2005-1 Eligible
Program Manufacturer; provided, however, that any Manufacturer,
that ceases to be a Series 2005-1 Eligible Program Manufacturer as a
result of the occurrence of a Manufacturer Event of Default with respect to
such Manufacturer, shall not constitute a Series 2005-1 Restricted Manufacturer.


 


“Series 2005-1
Restricted Vehicle Amount” means, as of any date of determination, with
respect to each Series 2005-1 Restricted Manufacturer, an amount equal to
the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Non-Program Vehicles that are Eligible


 


39

















 


Vehicles as of such date and
not turned in to such Series 2005-1 Restricted Manufacturer thereof
pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed
to be sold under the related Leasing Company Related Documents, (ii) with
regard to Eligible Vehicles that were Series 2005-1 Non-Program Vehicles
(as of the applicable disposition date) that have been turned in to such Series 2005-1
Restricted Manufacturer, delivered for Auction or otherwise sold, any Casualty
Payments or Termination Payments with respect to such Eligible Vehicles due and
payable as of such date under the Leases, (iii) with regard to Eligible
Vehicles that were Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date) that have been turned in to such Series 2005-1
Restricted Manufacturer, delivered for Auction or otherwise sold, any accrued
and unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles (net of amounts set forth in clause (ii) above) and (iv) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Distribution Date, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles that have not been turned in to such Series 2005-1 Restricted
Manufacturer for Auction or otherwise sold, as of such date of determination.


 


“Series 2005-1
Revolving Period” means the period from and including the Series 2005-1
Closing Date to the earlier of (i) the commencement of the Series 2005-1
Controlled Amortization Period and (ii) the commencement of any Series 2005-1
Rapid Amortization Period; provided that if the Class A-1 Notes and
the Class A-2 Notes are paid in full on or prior to the Class A-1/A-2
Expected Final Distribution Date, then the Series 2005-1 Revolving Period
shall also include the period from and including the Determination Date
immediately preceding the Distribution Date on which the Class A-1 Notes
and the Class A-2 Notes are paid in full to the earlier of (i) the
commencement of the Class A-3/A-4 Controlled Amortization Period and (ii) the
commencement of the Series 2005-1 Rapid Amortization Period.


 


“Series 2005-1
Suzuki Amount” means, as of any date of determination, an amount equal to
the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Program Vehicles and Series 2005-1
Non-Program Vehicles, in each case that are Eligible Vehicles as of such date
that were manufactured by Suzuki and not turned in to Suzuki pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from Suzuki
under Manufacturer Programs with respect to Eligible Vehicles (other than
Exchanged Vehicles) (as of the applicable disposition date) that were
manufactured by Suzuki and turned in to Suzuki pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by
Suzuki under and accordance with a Manufacturer Program, (iii) with regard
to Eligible Vehicles that were Series 2005-1 Program Vehicles (as of the
applicable disposition date) that were manufactured by Suzuki that have been
delivered for Auction, all amounts receivable (other than amounts 


 


40

















 


specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, (iv) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by Suzuki
that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any Casualty Payments or Termination Payments with respect to
such Eligible Vehicles due and payable as of such date under the Leases, (v) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles or Series 2005-1
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Suzuki that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent under
the Leases with respect to such Eligible Vehicles (net of amounts set forth in clauses
(ii), (iii) and (iv) above), and (vi) if such
date of determination is during the period from and including a Determination
Date to but excluding the next Program Distribution Date, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles that have not been turned in to the Manufacturer for Auction or
otherwise sold, as of such date of determination.


 


“Series 2005-1
Termination Date” means the latest occurring Final Distribution Date.


 


“Series 2005-1
Volkswagen Amount” means, as of any date of determination, an amount equal
to the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Program Vehicles and Series 2005-1
Non-Program Vehicles, in each case that are Eligible Vehicles as of such date
that were manufactured by Volkswagen and not turned in to Volkswagen pursuant
to its Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from
Volkswagen under Manufacturer Programs with respect to Eligible Vehicles (other
than Exchanged Vehicles) (as of the applicable disposition date) that were
manufactured by Volkswagen and turned in to Volkswagen pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by
Volkswagen under and accordance with a Manufacturer Program, (iii) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by Volkswagen that
have been delivered for Auction, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, (iv) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles or Series 2005-1
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Volkswagen that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any Casualty Payments or Termination
Payments with respect to such Eligible Vehicles due and payable as of such date
under the Leases, (v) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles or Series 2005-1 Non-Program Vehicles (as of the


 


41

















 


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


 


“Series 2005-1
Weighted Average Required Non-Program Vehicle Enhancement Percentage”
means, as of any date of determination, the result of (i) the sum of (A) the
product of (1) 27.75% and (2) the Class A-1 Invested Amount on
such date, (B) the product of (1) 28.00% and (2) the Class A-2
Invested Amount on such date, (C) the product of (1) 27.75% and (2) the
Class A-3 Invested Amount on such date and (D) the product of (1) 28.00%
and (2) the Class A-4 Invested Amount on such date divided by (ii) the
Series 2005-1 Invested Amount on such date. On or after the Series 2005-1
Closing Date, the percentage set forth in subclause (1) of each of clauses
(A), (B), (C) and (D) in the preceding sentence may be lowered
subject to satisfaction of the Series 2005-1 Rating Agency Confirmation
and Consent Condition, with prompt written notice thereof delivered by ARG to
the Trustee, but in no event shall the percentage set forth in subclause (1) of
each of clauses (A), (B), (C) and (D) be lowered below 20.0%, 20.0%,
20.0% or 20.0%,  respectively.


 


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


 


“Servicer”
means Vanguard.


 


“Shadow
Rating” means the rating of the Series 2005-1 Notes by Standard &
Poor’s or Moody’s, as applicable, without giving effect to the Surety Bond.


 


“Specified
BBB-/Baa3 Amount” means, as of any date of determination, an amount equal
to the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net
Book Value of all Series 2005-1 Program Vehicles that are Eligible
Vehicles as of such date that were manufactured by a Specified BBB-/Baa3
Manufacturer as of such date and not turned in to such Specified BBB-/Baa3
Manufacturer as of such date pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, (ii) all amounts receivable by a Leasing Company as of such
date (other than Excluded Payments) from a Specified BBB-/Baa3 Manufacturer as
of such date under Manufacturer Programs with respect to Eligible Vehicles (other
than Exchanged Vehicles) (as of the applicable disposition date) that were
manufactured by such Specified BBB-/Baa3 Manufacturer as of such date and
turned in to such Specified BBB-/Baa3 Manufacturer pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture 


 


42

















 


and owed by such Specified
BBB-/Baa3 Manufacturer under and accordance with a Manufacturer Program, (iii) with
regard to Eligible Vehicles that were Series 2005-1 Program Vehicles (as
of the applicable disposition date) that were manufactured by a Specified
BBB-/Baa3 Manufacturer as of such date that have been delivered for Auction,
all amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, (iv) with regard to Eligible Vehicles that were Series 2005-1
Program Vehicles (as of the applicable disposition date) that were manufactured
by a Specified BBB-/Baa3 Manufacturer as of such date that have been turned in
to the Manufacturer, delivered for Auction or otherwise sold, any Casualty
Payments or Termination Payments with respect to such Eligible Vehicles due and
payable as of such date under the Leases, (v) with regard to Eligible
Vehicles that were Series 2005-1 Program Vehicles (as of the applicable
disposition date) manufactured by a Specified BBB-/Baa3 Manufacturer as of such
date that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent under the Leases with
respect to such Eligible Vehicles (net of amounts set forth in clauses (ii),
(iii) and (iv) above), and (vi) if such date of
determination is during the period from and including a Determination Date to
but excluding the next Program Distribution Date, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles that
have not been turned in to the Manufacturer for Auction or otherwise sold, as
of such date of determination.


 


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


 


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


 


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


 


43

















 


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


 


“Supermajority
Noteholders” means, with respect to the Series 2005-1 Notes, subject
to Section 8.9 of this Series Supplement, Series 2005-1
Noteholders holding 66 2/3% or more of the Series 2005-1
Invested Amount (excluding any Series 2005-1 Notes held by ARG or any
Affiliate of ARG).


 


“Surety
Bond” means the Note Guaranty Insurance Policy No. 45752, dated February 24,
2005, issued by the Surety Provider.


 


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


 


“Surety
Provider” means MBIA Insurance Corporation, a New York stock insurance
company.


 


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


 


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


 


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


 


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


 


“Temporary
Global Class A-1 Note” has the meaning specified in Section

6.2 of this Series Supplement.


 


“Temporary
Global Class A-2 Note” has the meaning specified in Section

6.2 of this Series Supplement.


 


“Temporary
Global Class A-3 Note” has the meaning specified in Section

6.2 of this Series Supplement.


 


“Temporary
Global Class A-4 Note” has the meaning specified in Section

6.2 of this Series Supplement.


 


44

















 


“Temporary
Global Notes” has the meaning specified in Section 6.2 of this Series Supplement.


 


“Termination
Date Disbursement” means an amount drawn under a Series 2005-1 Letter
of Credit pursuant to a Certificate of Termination Date Demand.


 


“Termination
Disbursement” means an amount drawn under a Series 2005-1 Letter of
Credit pursuant to a Certificate of Termination Demand.


 


“Unpaid
Demand Note Disbursement” means an amount drawn under a Series 2005-1
Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.


 


“Unpaid
Fee Amounts” has the meaning specified in Section 2.7(f) of
this Series Supplement.


 


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


 


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


 


ARTICLE II


 


SERIES 2005-1 ALLOCATIONS


 


With
respect to the Series 2005-1 Notes only, the following shall apply:


 


Section 2.1                                      Establishment and Administration of Series 2005-1
Collection Account, Series 2005-1 Accrued Interest Account and Series 2005-1
Excess Collection Account.


 


(a)                                  Allocation of Collections. All Collections allocable to the Series 2005-1
Notes pursuant to Section 2.2 of this Series Supplement shall
be allocated to and deposited in the Collection Account.


 


(b)                                 Creation of Accounts. The Trustee will establish as a segregated
trust account, for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider, the Series 2005-1
Excess Collection Account (such account, the “Series 2005-1 Excess
Collection Account”). The Trustee will also create or establish as segregated
trust accounts, in each case for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, the Series 2005-1 Collection Account (such account, the “Series 2005-1
Collection Account”) and the Series 2005-1 Accrued Interest Account
(such account, the “Series 2005-1 Accrued Interest Account”).


 


(c)                                  Establishment of the Series 2005-1
Collection Account, the Series 2005-1 Accrued Interest Account and the Series 2005-1
Excess Collection Account.
The Series 2005-1 Excess Collection Account, the Series 2005-1
Collection Account and the


 


45

















 


Series 2005-1 Accrued
Interest Account shall be established and maintained by the Trustee as
segregated trust accounts in the name of the Trustee for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, each account bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider. Each such account shall be maintained (i) with a
Qualified Institution or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in such
account; provided, that, if such account is maintained with a
Qualified Institution and at any time such institution fails to satisfy the
definition of Qualified Institution, then the Trustee shall, within 10 Business
Days of such failure, establish a new segregated trust account with the
corporate trust department of a depository institution or trust company that is
a Qualified Institution having corporate trust powers and acting as trustee for
funds deposited in such account. If a new Series 2005-1 Collection
Account, Series 2005-1 Accrued Interest Account or Series 2005-1
Excess Collection Account is established, the Trustee shall transfer all cash
and investments from the previously existing non-qualifying account into the
newly established account. Initially, each of the Series 2005-1 Collection
Account, the Series 2005-1 Accrued Interest Account and the Series 2005-1
Excess Collection Account will be established as a segregated trust account
with The Bank of New York.


 


(d)                                 Administration of the Series 2005-1
Collection Account, the Series 2005-1 Accrued Interest Account and the Series 2005-1
Excess Collection Account.
ARG may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-1 Excess Collection Account, the Series 2005-1
Collection Account and/or the Series 2005-1 Accrued Interest Account, as
the case may be, to invest funds on deposit in each such account from time
to time in Permitted Investments; provided, however, that any
such investment shall mature not later than the Business Day immediately prior
to the Distribution Date for any Class of Series 2005-1 Notes next
following the date on which such funds were received, unless any Permitted
Investment held in any such account is held with the Paying Agent, in which
case such investment may mature on such Distribution Date so long as such
funds shall be available for withdrawal on or prior to such Distribution Date.
All such Permitted Investments in respect of each such account will be credited
to such account and any such Permitted Investments that constitute (i) Physical
Property (and that is not either a United States Security Entitlement or a
Security Entitlement) or Uncertificated Securities (and not United States
Security Entitlements) shall be delivered to the Trustee in accordance with the
definition of “Delivery” and shall be held by the Trustee pending maturity or
disposition and (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Trustee pending maturity or
disposition. The Trustee shall, at the expense of ARG, take such action as is
requested of it to maintain the Trustee’s security interest in the Permitted
Investments credited to the Series 2005-1 Collection Account, the Series 2005-1
Accrued Interest Account and the Series 2005-1 Excess Collection Account.
ARG shall not direct the Trustee to dispose of (or permit the disposal of) any
Permitted Investments prior to the maturity thereof to the extent such disposal
would result in a loss of the purchase price of such Permitted Investments. In
the absence of written investment instructions hereunder, funds on deposit in
any of the Series 2005-1


 


46

















 


Collection Account, the Series 2005-1
Accrued Interest Account and the Series 2005-1 Excess Collection Account
shall remain uninvested.


 


(e)                                  Earnings from the Series 2005-1
Collection Account, the Series 2005-1 Accrued Interest Account and the Series 2005-1
Excess Collection Account.
All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in each of the Series 2005-1 Collection Account, the Series 2005-1
Accrued Interest Account and the Series 2005-1 Excess Collection Account
shall be deemed to be on deposit therein and available for distribution.


 


(f)                                    Series 2005-1 Excess Collection Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to secure and provide for the
repayment and payment of the ARG Obligations with respect to the Series 2005-1
Notes, ARG hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, all of ARG’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2005-1 Excess
Collection Account, including any security entitlement thereto; (ii) all
funds on deposit in the Series 2005-1 Excess Collection Account from time
to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Series 2005-1 Excess Collection Account or
the funds on deposit therein from time to time; (iv) all investments made
at any time and from time to time with monies in the Series 2005-1 Excess
Collection Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2005-1 Excess Collection Account, the funds on deposit therein
from time to time or the investments made with such funds; and (vi) all
proceeds of any and all of the foregoing, including, without limitation, cash
(the items in the foregoing clauses (i) through (vi) are referred to,
collectively, as the “Series 2005-1 Excess Collection Account
Collateral”). The Trustee, for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2005-1 Excess Collection Account
and in all proceeds thereof and shall be the only person authorized to
originate entitlement orders in respect of the Series 2005-1 Excess
Collection Account. The Series 2005-1 Excess Collection Account Collateral
shall be under the sole dominion and control of the Trustee, for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider.


 


(g)                                 Series 2005-1 Collection Account and Series 2005-1
Accrued Interest Account Constitute Additional Collateral for Series 2005-1
Notes. In order to secure
and provide for the payment of the ARG Obligations with respect to the Series 2005-1
Notes, ARG hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, all of ARG’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2005-1 Collection
Account and the Series 2005-1 Accrued


 


47

















 


Interest Account, including
any security entitlement thereto; (ii) all funds on deposit in the Series 2005-1
Collection Account and the Series 2005-1 Accrued Interest Account, from
time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 2005-1 Collection Account and the Series 2005-1
Accrued Interest Account, or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series 2005-1
Collection Account and the Series 2005-1 Accrued Interest Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2005-1
Collection Account and the Series 2005-1 Accrued Interest Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2005-1 Additional Account
Collateral”). The Trustee, for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider, shall possess all right, title and interest in all funds on
deposit from time to time in the Series 2005-1 Collection Account and the Series 2005-1
Accrued Interest Account and in all proceeds thereof and shall be the only
person authorized to originate entitlement orders in respect of each such
account. The Series 2005-1 Additional Account Collateral shall be under
the sole dominion and control of the Trustee, for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider.


 


Section 2.2                                      Allocations with Respect to the Series 2005-1
Notes.


 


On
the Series 2005-1 Closing Date, the net proceeds from the issuance of the Series 2005-1
Notes will be deposited into the Series 2005-1 Collection Account. On each
Business Day on which Collections are deposited into the Collection Account
(each such date, a “Series 2005-1 Deposit Date”), the Servicer will
direct the Trustee in writing to allocate all amounts deposited into the
Collection Account in accordance with the provisions of this Section 2.2.


 


(a)                                  Allocations of Collections During the Series 2005-1
Revolving Period. During the
Series 2005-1 Revolving Period, the Servicer will direct the Trustee in
writing to allocate, prior to 12:00 noon (New York City time) on each Series 2005-1
Deposit Date, all amounts deposited into the Collection Account as set forth
below:


 


(i)                                     allocate to and deposit in the Series 2005-1
Collection Account an amount equal to the sum of (A) the Series 2005-1
Invested Percentage (as of such day) of the aggregate amount of Interest
Collections on such day and (B) any amounts received by the Trustee on
such day in respect of each Series 2005-1 Interest Rate Hedge. All such
amounts allocated to the Series 2005-1 Collection Account shall be further
allocated to the Series 2005-1 Accrued Interest Account; and


 


48

















 


(ii)                                  allocate to and deposit in the Series 2005-1
Excess Collection Account (A) an amount equal to the Series 2005-1
Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day and (B) on the Series 2005-1 Closing Date,
the net proceeds from the issuance of the Series 2005-1 Notes (for any
such day, the “Series 2005-1 Principal Allocation”).


 


(b)                                 Allocations of Collections During the Series 2005-1
Controlled Amortization Period.
During each Series 2005-1 Controlled Amortization Period, the Servicer
will direct the Trustee in writing to allocate, prior to 12:00 noon (New York
City time) on each Series 2005-1 Deposit Date, all amounts deposited into
the Collection Account as set forth below:


 


(i)                                     allocate to and deposit in the Series 2005-1
Collection Account an amount determined as set forth in Section 2.2(a)(i) above
for such day, which amount shall be further allocated to and deposited in the Series 2005-1
Accrued Interest Account; and


 


(ii)                                  (A) during the Class A-1/A-2
Controlled Amortization Period, allocate to and deposit in the Series 2005-1
Collection Account an amount equal to the Series 2005-1 Principal
Allocation for such day, which amount shall be used to make principal payments
in respect of the Class A-1 Notes and the Class A-2 Notes up to an
amount equal to the Class A-1/A-2 Controlled Distribution Amount for the
current Related Month; provided, however, that if the Monthly Total Principal
Allocation for the current Related Month exceeds the Class A-1/A-2
Controlled Distribution Amount for such Related Month, then such excess will be
allocated to and deposited in the Series 2005-1 Excess Collection Account
and (B) during the Class A-3/A-4 Controlled Amortization Period,
allocate to and deposit in the Series 2005-1 Collection Account an amount
equal to the Series 2005-1 Principal Allocation for such day, which amount
shall be used to make principal payments in respect of the Class A-3 Notes
and the Class A-4 Notes up to an amount equal to the Class A-3/A-4
Controlled Distribution Amount for the current Related Month; provided,
however, that if the Monthly Total Principal Allocation for the current Related
Month exceeds the Class A-3/A-4 Controlled Distribution Amount for such
Related Month, then such excess will be allocated to and deposited in the Series 2005-1
Excess Collection Account.


 


(c)                                  Allocations of Collections During the Series 2005-1
Rapid Amortization Period.
During the Series 2005-1 Rapid Amortization Period, the Servicer will
direct the Trustee in writing to allocate, prior to 12:00 noon (New York City
time) on any Series 2005-1 Deposit Date, all amounts deposited into the
Collection Account as set forth below:


 


(i)                                     allocate to and deposit in the Series 2005-1
Collection Account an amount determined as set forth in Section 2.2(a)(i) above
for such day, which amount shall be further allocated to the Series 2005-1
Accrued Interest Account; and


 


49

















 


(ii)                                  allocate to and deposit in the Series 2005-1
Collection Account an amount equal to the Series 2005-1 Principal
Allocation for such day, which amount shall be ratably allocated among each
outstanding Class of Series 2005-1 Notes based on the Class Invested
Amount of each Class of Series 2005-1 Notes on such Series 2005-1
Deposit Date, and used to make principal payments in respect of each Class of
Series 2005-1 Notes in accordance with Section 2.5 of this Series Supplement
until the Series 2005-1 Invested Amount has been paid in full, and then
shall be used to pay all Surety Provider Fees and Surety Provider Reimbursement
Amounts until such amounts are paid in full, and then, for so long as no
payment default by the related Series 2005-1 Interest Rate Hedge Provider
under its related Series 2005-1 Interest Rate Hedge has occurred and is
continuing, shall be used to pay any amounts (including but not limited to any
termination payments) then due and owing to each Series 2005-1 Interest
Rate Hedge Provider (and not then available to be paid from Interest
Collections), provided that if on the Determination Date immediately
preceding a Distribution Date (A) the Servicer determines that the amount
anticipated to be available to pay the Series 2005-1 Periodic Interest
with respect to any Class of Series 2005-1 Notes and the Series 2005-1
Interest Rate Hedge Premium, if any, payable on such Distribution Date from
Interest Collections allocable to the Series 2005-1 Notes pursuant to Section 2.2(c)(i) above,
any amounts payable in respect of each Series 2005-1 Interest Rate Hedge
on such Distribution Date and any other amounts available under Section 2.3
(excluding Section 2.3(g) thereof) of this Series Supplement
will be insufficient to pay such Series 2005-1 Periodic Interest and such Series 2005-1
Interest Rate Hedge Premium, if any, and (B) the Series 2005-1
Overcollateralization Amount as of such Determination Date is greater than
zero, then the Servicer shall direct the Trustee in writing to reallocate a
portion of the Principal Collections originally allocated to the Series 2005-1
Notes during the Related Month with respect to such Distribution Date in an
amount equal to the lesser of such insufficiency and the Series 2005-1
Overcollateralization Amount as of such Determination Date and deposit such
amount into the Series 2005-1 Accrued Interest Account to be treated as
Interest Collections on such Distribution Date.


 


(d)                                 Past Due Rental Payments. Notwithstanding the foregoing, if, after
the occurrence of a Series 2005-1 Lease Payment Deficit, a Lessee and/or
Vanguard Holdings, as guarantor under the Leases, makes a payment of any amount
payable by a Lessee under the Leases on or prior to the fifth Business Day
after the occurrence of such Series 2005-1 Lease Payment Deficit (a “Past
Due Rent Payment”), the Servicer shall direct the Trustee in writing to
deposit into the Series 2005-1 Collection Account an amount equal to the Series 2005-1
Invested Percentage, as of the date of the occurrence of such Series 2005-1
Lease Payment Deficit, of the Collections attributable to such Past Due Rent
Payment (the “Series 2005-1 Past Due Rent Payment”) and the
Servicer shall instruct the Trustee in writing to withdraw from the Series 2005-1
Collection Account and apply the Series 2005-1 Past Due Rent Payment in
the following order:


 


(i)                                     if the occurrence of such Series 2005-1
Lease Payment Deficit resulted in a demand for payment being made under the
Surety Bond, pay to the


 


50

















 


Surety
Provider an amount equal to the lesser of (x) the unreimbursed amount of the
payment made by the Surety Provider under the Surety Bond in respect of such
demand and (y) the amount of the Series 2005-1 Past Due Rent Payment;


 


(ii)                                  if the occurrence of such Series 2005-1
Lease Payment Deficit resulted in a withdrawal being made from the Series 2005-1
Reserve Account, deposit in the Series 2005-1 Reserve Account an amount
equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent
Payment remaining after any payment pursuant to clause (i) above and (y)
the excess, if any, of the Series 2005-1 Required Reserve Account Amount
over the Series 2005-1 Available Reserve Account Amount on such day;


 


(iii)                               if the occurrence of such Series 2005-1
Lease Payment Deficit resulted in one or more draws on a Series 2005-1
Letter of Credit, pay to each Series 2005-1 Letter of Credit Provider who
made a Lease Deficit Disbursement an amount equal to the lesser of (x) the
unreimbursed amount of such Series 2005-1 Letter of Credit Provider’s
Lease Deficit Disbursement and (y) such Series 2005-1 Letter of Credit
Provider’s pro  rata share, calculated on the basis of the
unreimbursed amount of each such Series 2005-1 Letter of Credit Provider’s
Lease Deficit Disbursement, of the amount of the Series 2005-1 Past Due
Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above;


 


(iv)                              if the occurrence of such Series 2005-1
Lease Payment Deficit resulted in a withdrawal being made from the Series 2005-1
Cash Collateral Account, deposit in the Series 2005-1 Cash Collateral
Account an amount equal to the lesser of (x) the amount of the Series 2005-1
Past Due Rent Payment remaining after any payments pursuant to clauses (i) through
(iii) above and (y) the amount withdrawn from the Series 2005-1 Cash
Collateral Account on account of such Series 2005-1 Lease Payment Deficit;


 


(v)                                 allocate to and deposit in the Series 2005-1
Accrued Interest Account the amount, if any, by which the Series 2005-1
Lease Interest Payment Deficit, if any, relating to such Series 2005-1
Past Due Rent Payment exceeds the Series 2005-1 Past Due Rent Payment
applied pursuant to clauses (i) through (iv) above; and


 


(vi)                              allocate to and deposit in the Series 2005-1
Excess Collection Account and treat as Principal Collections the remaining
amount of the Series 2005-1 Past Due Rent Payment.


 


(e)                                  Amounts Allocated from Other Series. Amounts allocated from all other Series of
Notes pursuant to the applicable Series Supplement to the payment of the
principal of the Series 2005-1 Notes shall be allocated to and deposited
in the Series 2005-1 Excess Collection Account and applied in accordance
with Section 2.2(f) of this Series Supplement.


 


51

















 


(f)                                    Series 2005-1 Excess Collection Account. Amounts allocated to the Series 2005-1
Excess Collection Account on any Series 2005-1 Deposit Date will be (i) first,
transferred to the Series 2005-1 Reserve Account in an amount up to the
excess, if any, of the Series 2005-1 Required Reserve Account Amount for
such date over the Series 2005-1 Available Reserve Account Amount for such
date, only to the extent that no Series 2005-1 Enhancement Deficiency or
other Amortization Event with respect to the Series 2005-1 Notes would
result therefrom, (ii) second, used to pay the principal amount of
other Series of Group I Notes that are then required to be paid or, at the
option of ARG, to pay the principal amount of other Series of Group I
Notes that may be paid under the Indenture, in each case, only to the
extent that no Series 2005-1 Enhancement Deficiency or other Amortization
Event with respect to the Series 2005-1 Notes would result therefrom, (iii) third,
for so long as no payment default by the related Series 2005-1 Interest
Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge
has occurred and is continuing, used to pay any amounts (including but not
limited to any termination payments) then due and owing to each Series 2005-1
Interest Rate Hedge Provider (and not then available to be paid from Interest
Collections), (iv) fourth, for so long as no payment default by the
Series 2005-1 Initial Interest Rate Hedge Provider under its related Series 2005-1
Interest Rate Hedge has occurred and is continuing, and without duplication of
any amounts paid under clause (f)(iii) above, transferred to the Series 2005-1
Interest Rate Hedge Collateral Account in an amount up to the excess, if any,
of the Series 2005-1 Required Interest Rate Hedge Collateral Account
Amount for such date over the Series 2005-1 Available Interest Rate Hedge
Collateral Account Amount for such date, only to the extent that no Series 2005-1
Enhancement Deficiency or other Amortization Event with respect to the Series 2005-1
Notes would result therefrom, and (v) fifth, any remaining funds may be
released to ARG and used to fund increases in the principal amounts of the
Leasing Company Notes to the extent the Leasing Companies have requested
increases thereof or for any other purpose, only to the extent that no Series 2005-1
Enhancement Deficiency or other Amortization Event with respect to the Series 2005-1
Notes would result therefrom. Notwithstanding the foregoing, upon the
occurrence of an Amortization Event with respect to the Series 2005-1
Notes, all funds allocated to the Series 2005-1 Excess Collection Account
will be allocated as Principal Collections by the Trustee and deposited to the Series 2005-1
Collection Account and applied in accordance with Section 2.2(c)(ii) of
this Series Supplement.


 


(g)                                 Series 2005-1 Lease Principal Payment
Deficit. On or before 10:00 a.m.
(New York City time) on each Distribution Date, the Servicer shall notify the
Trustee of the amount of any Series 2005-1 Lease Payment Deficit, such
notification to be in the form of Exhibit E to this Series Supplement
(each such notification, a “Lease Payment Deficit Notice”). If the
Servicer determines on any Distribution Date on which the Principal Deficit
Amount is greater than zero that there exists a Series 2005-1 Lease
Principal Payment Deficit, the Servicer shall instruct the Trustee in writing
to draw on the Series 2005-1 Letters of Credit, if any, and, upon receipt
of such notice by the Trustee on or prior to 11:00 a.m. (New York City
time) on such Distribution Date, the Trustee shall, by 12:00 noon (New York
City time) on such Distribution Date draw an amount equal to the least of (i) such
Series 2005-1 Lease Principal Payment Deficit, (ii) the Series 2005-1
Letter of Credit Liquidity Amount, (iii) the Principal Deficit Amount and (iv) the
excess,


 


52

















 


if any, of the Series 2005-1
Liquidity Amount over the Series 2005-1 Required Liquidity Amount on the Series 2005-1
Letters of Credit by presenting to each Series 2005-1 Letter of Credit
Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall
cause the Lease Deficit Disbursements to be deposited in the Series 2005-1
Distribution Account on such Distribution Date; provided, however,
that if the Series 2005-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2005-1 Cash Collateral
Account and deposit in the Series 2005-1 Distribution Account an amount
equal to the lesser of (x) the Series 2005-1 Cash Collateral Percentage on
such Distribution Date of the least of the amounts described in clauses (i) through
(iv) above and (y) the Series 2005-1 Available Cash Collateral
Account Amount on such Distribution Date and draw an amount equal to the
remainder of such amount on the Series 2005-1 Letters of Credit.


 


Section 2.3                                      Distribution Dates.


 


(a)                                  Determination Dates. On each Determination Date, as provided in Section 2.3(b) below,
the Servicer shall instruct the Trustee in writing to withdraw, and on the next
succeeding Distribution Date the Trustee, acting in accordance with such
instructions, shall withdraw the amounts required to be withdrawn from the Series 2005-1
Accrued Interest Account pursuant to Sections 2.3(b) below in
respect of all funds available from Interest Collections processed since the
preceding Distribution Date and allocated to the Series 2005-1 Noteholders
and all amounts received by the Trustee in respect of each Series 2005-1
Interest Rate Hedge.


 


(b)                                 Note Interest with respect to the Series 2005-1
Notes, Payments on each Series 2005-1 Interest Rate Hedge and the Surety
Provider Fee. On each
Determination Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing as to the amount to be withdrawn from the Series 2005-1
Accrued Interest Account and deposited to the Series 2005-1 Distribution
Account for payment pursuant to Section 2.4 of this Series Supplement
to the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2005-1 Notes and processed during the period from
but not including the most recent Distribution Date through and including the
next succeeding Distribution Date and all amounts received under each Series 2005-1
Interest Rate Hedge during such period, in respect of (w) first, an
amount equal to the Series 2005-1 Periodic Interest for the Series 2005-1
Interest Period ending on the day preceding such Distribution Date, (x) second,
an amount equal to the Series 2005-1 Interest Rate Hedge Premium for the
next succeeding Distribution Date, (y) third, an amount equal to the
amount of any unpaid Series 2005-1 Deficiency Amounts as of the preceding
Distribution Date (together with any accrued interest on such Series 2005-1
Deficiency Amounts) and (z) fourth, an amount equal to the sum of the (i) Surety
Provider Fee for such Series 2005-1 Interest Period plus (ii) any
Surety Provider Reimbursement Amounts then due and owing to the Surety Provider
under the Insurance Agreement. On the following Distribution Date, the Trustee
shall withdraw the amounts available from Interest Collections described in the
first sentence of this Section 2.3(b), together with the amounts
received under each Series 2005-1 Interest Rate Hedge described therein,
from the Series 2005-1 Accrued Interest Account and shall deposit such
amounts into the Series 2005-1 Distribution Account.


 


53

















 


(c)                                  Reserved.


 


(d)                                 Withdrawals from the Series 2005-1
Reserve Account. If the
Servicer determines on any Distribution Date that the amounts available from
the Series 2005-1 Accrued Interest Account, including amounts available
under each Series 2005-1 Interest Rate Hedge, are insufficient to pay the
sum of the amounts described in clauses (w), (x), (y) and (z)
of Section 2.3(b) above on such Distribution Date, the
Servicer shall instruct the Trustee in writing to withdraw from the Series 2005-1
Reserve Account and deposit in the Series 2005-1 Distribution Account on
such Distribution Date an amount equal to the lesser of the Series 2005-1
Available Reserve Account Amount and such insufficiency; provided, however,
that after the occurrence and during the continuance of a Surety Default, no
amounts in respect of the Surety Provider Fee shall be withdrawn from the Series 2005-1
Reserve Account. The Trustee shall withdraw such amount from the Series 2005-1
Reserve Account and deposit such amount in the Series 2005-1 Distribution
Account. Notwithstanding any other provision in this Series Supplement or
the Base Indenture to the contrary, upon the commencement and during the
continuation of the Series 2005-1 Rapid Amortization Period, the Trustee,
so long as no Surety Default shall have occurred and be continuing, shall
withdraw such amounts on deposit in the Series 2005-1 Reserve Account as
directed in writing by the Surety Provider, a copy of which direction shall be provided
to the Servicer concurrently with delivery to the Trustee, and deposit and
apply such amounts in accordance with such written direction to (i) pay
any interest on or principal of the Series 2005-1 Notes (with respect to
principal whether or not then due) as of such date, and/or (ii) pay any
interest on or principal of any other Series of Notes that the Surety
Provider has insured.


 


(e)                                  Draws on the Series 2005-1 Letters of
Credit to Pay Interest and Costs. If the Servicer determines on any Distribution Date that the sum of
the amounts available from the Series 2005-1 Accrued Interest Account, the
amounts available under each Series 2005-1 Interest Rate Hedge plus the
amount, if any, to be withdrawn from the Series 2005-1 Reserve Account
pursuant to Section 2.3(d) above is insufficient to pay the
sum of the amounts described in clauses (w), (x), (y) and (z)
of Section 2.3(b) above on such Distribution Date and there
exists a Series 2005-1 Lease Interest Payment Deficit on such Distribution
Date, the Servicer shall instruct the Trustee in writing to draw on the Series 2005-1
Letters of Credit, if any, and, upon receipt of such notice by the Trustee on
or prior to 11:00 a.m. (New York City time) on such Distribution Date, the
Trustee shall, by 12:00 noon (New York City time) on such Distribution Date
draw an amount equal to the least of (i) such insufficiency, (ii) the
Series 2005-1 Lease Interest Payment Deficit on such Distribution Date and
(iii) the Series 2005-1 Letter of Credit Liquidity Amount on the Series 2005-1
Letters of Credit by presenting to each Series 2005-1 Letter of Credit
Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall
cause the Lease Deficit Disbursement to be deposited in the Series 2005-1
Distribution Account on such Distribution Date; provided, howeverthat if the Series 2005-1 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2005-1
Cash Collateral Account and deposit in the Series 2005-1 Distribution
Account an amount equal to the lesser of (x) the Series 2005-1 Cash
Collateral Percentage on such Distribution Date of the least of clauses (i), (ii) and
(iii) above and (y) the Series 2005-1 


 


54

















 


Available Cash Collateral
Account Amount on such Distribution Date, and draw an amount equal to the
remainder of such amount on the Series 2005-1 Letters of Credit.


 


(f)                                    Reserved.


 


(g)                                 Surety Bond. (i)  If the Servicer determines on the second Business Day prior
to any Distribution Date that the Series 2005-1 Lease Interest Payment
Deficit from the preceding Distribution Date, if any, remains unpaid and the Series 2005-1
Liquidity Amount on such date of determination is insufficient to pay the Series 2005-1
Adjusted Periodic Interest due on the upcoming Distribution Date, the Servicer
shall instruct the Trustee in writing to make a demand on the Surety Bond and,
upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New
York City time) on the second Business Day preceding such Distribution Date,
the Trustee shall, by 12:00 noon (New York City time) on the second Business
Day preceding such Distribution Date, make a demand on the Surety Bond in an
amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2005-1
Distribution Account.


 


(ii)                                  If the Servicer determines on any
Distribution Date that the sum of the amounts available from the Series 2005-1
Accrued Interest Account plus the amount available under each Series 2005-1
Interest Rate Hedge plus the amount, if any, to be withdrawn from the Series 2005-1
Reserve Account pursuant to Section 2.3(d) above plus
the amount, if any, to be drawn under the Series 2005-1 Letters of Credit
(and/or withdrawn from the Series 2005-1 Cash Collateral Account) pursuant
to Section 2.3(e) above is insufficient to pay the Series 2005-1
Adjusted Periodic Interest for such Distribution Date, the Servicer shall
instruct the Trustee in writing to make a demand on the Surety Bond and, upon
receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York
City time) on such Distribution Date, the Trustee shall, by 12:00 noon (New
York City time) on such Distribution Date, make a demand on the Surety Bond in
an amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2005-1
Distribution Account.


 


(iii)                               If the amounts described in this Section 2.3(g) are
insufficient to pay the Series 2005-1 Adjusted Periodic Interest for any
Distribution Date, payments of interest to the Series 2005-1 Noteholders
will be reduced on a pro  rata basis by the amount of such
deficiency. The aggregate amount, if any, of such deficiency on any
Distribution Date shall be referred to as the “Series 2005-1 Deficiency
Amount”. Interest shall accrue on the portion of the Series 2005-1
Deficiency Amount allocable to the Class A-1 Notes at the Class A-1
Note Rate for each Interest Period therefor, on the portion of the Series 2005-1
Deficiency allocable to the Class A-2 Notes at the Class A-2 Note
Rate for each Interest Period therefor, on the portion of the Series 2005-1
Deficiency allocable to the Class A-3 Notes at the Class A-3 Note
Rate for each Interest Period therefor and on the portion of the Series 2005-1
Deficiency allocable to the Class A-4 Notes at the Class A-4 Note
Rate for each Interest Period therefor. If the Series 2005-1 Deficiency
Amount (together with interest thereon) is not paid in full within five (5) Business
Days, an Amortization Event with respect to the Series 2005-1 Notes shall
occur in accordance with clause (a) of Article III of
this Series Supplement.


 


55

















 


(h)                                 Balance. On each Distribution Date, the Servicer shall instruct the Trustee
and the Paying Agent in writing to pay the balance in the Series 2005-1
Accrued Interest Account (after making the payments required in Section 2.3(b) above),
if any, of amounts received by the Trustee in respect of each Series 2005-1
Interest Rate Hedge and the Interest Collections allocated to the Series 2005-1
Noteholders since the most recent Distribution Date as follows:  (i) first, to the Trustee, in an
amount equal to the Series 2005-1 Percentage as of the immediately
preceding Distribution Date of the Trustee’s fees for the Interest Period
ending on such Distribution Date, (ii) second, to pay any Carrying
Charges (other than Carrying Charges provided for above) to the Persons to whom
such amounts are owed, in an amount equal to the Series 2005-1 Percentage
as of the immediately preceding Distribution Date of such Carrying Charges
(other than Carrying Charges provided for above) for such Interest Period, and (iii) third,
the balance, if any, shall be withdrawn from the Series 2005-1 Accrued
Interest Account by the Trustee and (A) during the Series 2005-1
Revolving Period, deposited into the Series 2005-1 Excess Collection
Account, and (B) during the Series 2005-1 Controlled Amortization
Period or the Series 2005-1 Rapid Amortization Period, deposited into the Series 2005-1
Collection Account and treated as Principal Collections.


 


Section 2.4                                      Payment of Note Interest, Surety Provider
Fee, Surety Provider Reimbursement Amounts and Series 2005-1 Interest Rate
Hedge Premium.


 


On
each Distribution Date, the Paying Agent shall, in accordance with Section 6.1
of the Base Indenture, pay to the Series 2005-1 Noteholders from the Series 2005-1
Distribution Account the amount deposited in the Series 2005-1
Distribution Account for the payment of interest pursuant to Section 2.3
of this Series Supplement (including any unpaid Series 2005-1
Deficiency Amounts as of the preceding Distribution Date). On each Distribution
Date, the Servicer shall instruct the Trustee and the Paying Agent in writing
to pay, and the Trustee or the Paying Agent shall pay, from the Series 2005-1
Distribution Account (after the payment of interest to Series 2005-1
Noteholders pursuant to this Section 2.4) (i) first, to
each Series 2005-1 Interest Rate Hedge Provider, the Series 2005-1
Interest Rate Hedge Premium, if any, for such Distribution Date and (ii) second,
to the Surety Provider, an amount equal to the sum of (x) the Surety Provider
Fee for the related Interest Period and, without duplication, (y) any Surety
Provider Reimbursement Amounts then due and owing to the Surety Provider under
the Insurance Agreement.


 


Section 2.5                                      Payment of Note Principal.


 


(a)                                  Monthly Payments During Controlled
Amortization Period or Rapid Amortization Period. Commencing on the second Determination Date
during the Class A-1/A-2 Controlled Amortization Period or the Class A-3/A-4
Controlled Amortization Period, as the case may be, or the first
Determination Date after the commencement of the Series 2005-1 Rapid
Amortization Period and on each Determination Date thereafter, the Servicer
shall instruct the Trustee and the Paying Agent in writing as to the amount
allocated to the Series 2005-1 Notes of such Class during the Related
Month pursuant to Section 2.2(b)(ii) or (c)(ii), as the
case may be, of this Series Supplement and, as applicable, allocated
pursuant to the last sentence of


 


56

















 


Section 2.2(f) of this Series Supplement. On the
Distribution Date following each such Determination Date, the Trustee shall withdraw
the amount allocated to the Series 2005-1 Notes of such Class during
the Related Month pursuant to Section 2.2(b)(ii) or (c)(ii),
as the case may be, of this Series Supplement from the Series 2005-1
Collection Account and, as applicable, withdraw the amount allocated pursuant
to the last sentence of  Section 2.2(f) of
this Series Supplement from the Series 2005-1 Excess Collection
Account and deposit such amounts, including any amounts reallocated to the Series 2005-1
Notes from other Series of Group I Notes pursuant to Section 5.2(c) of
the Base Indenture, in the Series 2005-1 Distribution Account, to be paid
to the holders of the Series 2005-1 Notes of such Class.


 


(b)                                 Final Distribution Date with Respect to Series 2005-1
Notes. If the amount to be deposited
in the Series 2005-1 Distribution Account in accordance with Section 2.5(a) of
this Series Supplement with respect to the Class A-1/A-2 Final
Distribution Date or the Class A-3/A-4 Final Distribution Date, as the
case may be, is less than the
Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding
Principal Amount, the Class A-3 Outstanding Principal Amount or the Class A-4
Outstanding Principal Amount, as the case may be, on such Final
Distribution Date, prior to 10:00 a.m. (New York City time) on the second
Business Day prior to such Final Distribution Date, the Servicer shall instruct
the Trustee to withdraw from the Series 2005-1 Reserve Account an amount
equal to the lesser of the Series 2005-1 Available Reserve Account Amount
and the aggregate amount of such insufficiency with respect to such Final
Distribution Date and deposit such amount in the Series 2005-1
Distribution Account on or prior to such Final Distribution Date. The Trustee
shall withdraw such amount from the Series 2005-1 Reserve Account and
deposit such amount in the Series 2005-1 Distribution Account on or prior
to such Final Distribution Date. If the Series 2005-1 Available Reserve
Account Amount is less than such insufficiency and there are any Series 2005-1
Letters of Credit on such date, prior to 10:00 a.m. (New York City time)
on the second Business Day prior to such Final Distribution Date, the Servicer
shall instruct the Trustee in writing to make a demand (the notice of any such
demand, a “Demand Notice”) on Vanguard for payment under the Series 2005-1
Demand Note in an amount equal to the lesser of (i) such remaining
insufficiency and (ii) the Series 2005-1 Letter of Credit Amount. The
Trustee shall, prior to 12:00 noon (New York City time) on the second day preceding
such Final Distribution Date, deliver such Demand Notice to Vanguard; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the
lapse of a period of 60 consecutive days) with respect to Vanguard shall have
occurred and be continuing, the Trustee shall not be required to deliver such
Demand Notice to Vanguard. The Trustee shall cause the proceeds of any demand
on the Series 2005-1 Demand Note to be deposited into the Series 2005-1
Distribution Account. In the event that either (x) on or prior to 10:00 a.m.
(New York City time) on the Business Day immediately preceding such Final
Distribution Date, Vanguard shall have failed to pay to the Trustee or deposit
into the Series 2005-1 Distribution Account the amount specified in a
Demand Notice transmitted by the Trustee to Vanguard pursuant to this Section 2.5(b) in
whole or in part or (y) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with
respect to Vanguard, the Trustee shall not have delivered such


 


57

















 


Demand Notice to Vanguard on
the second Business Day preceding such Final Distribution Date, the Trustee
shall draw on the Series 2005-1 Letters of Credit, by 12:00 noon (New York
City time) on such Business Day an amount equal to the lesser of (a) the
amount that Vanguard failed to pay under the Series 2005-1 Demand Note
(or, the amount that the Trustee failed to demand for payment thereunder) and (b) the
Series 2005-1 Letter of Credit Amount on such Business Day, by presenting
to each Series 2005-1 Letter of Credit Provider a draft accompanied by a
Certificate of Unpaid Demand Note Demand; provided, however that
if the Series 2005-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2005-1 Cash Collateral
Account and deposit in the Series 2005-1 Distribution Account an amount
equal to the lesser of (x) the Series 2005-1 Cash Collateral Percentage on
such Business Day of the amount that Vanguard failed to pay under the Series 2005-1
Demand Note (or, the amount that the Trustee failed to demand for payment
thereunder) and (y) the Series 2005-1 Available Cash Collateral Account
Amount on such Business Day and draw an amount equal to the remainder of the
amount that Vanguard failed to pay under the Series 2005-1 Demand Note
(or, the amount that the Trustee failed to demand for payment thereunder) on
the Series 2005-1 Letters of Credit. The Trustee shall deposit into, or
cause the deposit of the proceeds of any draw on the Series 2005-1 Letters
of Credit and the proceeds of any withdrawal from the Series 2005-1 Cash
Collateral Account to be deposited in, the Series 2005-1 Distribution
Account. If, after giving effect to the deposit into the Series 2005-1
Distribution Account of the amount to be deposited in accordance with Section 2.5(a) of
this Series Supplement and the amounts described in the preceding three
sentences, the amount to be deposited in the Series 2005-1 Distribution
Account with respect to the Final Distribution Date with respect to the Series 2005-1
Notes of any Class is or will be less than the Class A-1 Outstanding
Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3
Outstanding Principal Amount or the Class A-4 Outstanding Principal
Amount, as the case may be, the Trustee shall make a demand on the Surety
Bond by 12:00 p.m. (New York City time) on the second Business Day
preceding such Final Distribution Date in an amount equal to such insufficiency
in accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 2005-1 Distribution Account. The Trustee shall
apply the proceeds of a draw on the Surety Bond pursuant to this Section 2.5(b) to
the mandatory redemption of the Series 2005-1 Notes on the Final
Distribution Date therefor and not for any other purpose. If for any reason
such proceeds of a draw on the Surety Bond are not used to make such redemption
and remain with the Trustee, the Trustee shall promptly return any such
proceeds of a draw on the Surety Bond that remain with the Trustee to the
Surety Provider. The entire principal amount of all Outstanding Class A-1
Notes shall be due and payable on the Class A-1/A-2 Final Distribution
Date. The entire principal amount of all Outstanding Class A-2 Notes shall
be due and payable on the Class A-1/A-2 Final Distribution Date. The
entire principal amount of all Outstanding Class A-3 Notes shall be due
and payable on the Class A-3/A-4 Final Distribution Date. The entire
principal amount of all Outstanding Class A-4 Notes shall be due and
payable on the Class A-3/A-4 Final Distribution Date.


 


58

















 


(c)                                  Principal Deficit Amount.


 


(i)                                     If, on any Determination Date, the Servicer
determines that the Principal Deficit Amount with respect to the next
succeeding Distribution Date will be greater than zero, prior to 10:00 a.m.
(New York City time) on the second Business Day prior to such Distribution
Date, the Servicer shall instruct the Trustee in writing to withdraw from the Series 2005-1
Reserve Account and deposit in the Series 2005-1 Distribution Account on
the following Distribution Date an amount equal to the lesser of (x) the Series 2005-1
Available Reserve Account Amount and (y) the Principal Deficit Amount. The
Trustee shall withdraw such amount from the Series 2005-1 Reserve Account and
deposit such amount in the Series 2005-1 Distribution Account on or prior
to such Distribution Date for allocation to each Class of Series 2005-1
Notes in accordance with Section 2.5(d) of this Series Supplement.
If the Series 2005-1 Available Reserve Account Amount is less than the
Principal Deficit Amount and there are any Series 2005-1 Letters of Credit
on such date, prior to 10:00 a.m. (New York City time) on the second
Business Day prior to such Distribution Date, the Servicer shall instruct the
Trustee in writing to deliver a Demand Notice to Vanguard demanding payment of
an amount equal to the least of (A) the outstanding principal amount of
the Series 2005-1 Demand Note, (B) the remaining Principal Deficit
Amount (assuming the application of the amount to be removed from the Series 2005-1
Reserve Account and applied to reduce the Series 2005-1 Adjusted Invested
Amount on the next Distribution Date) and (C) the Series 2005-1
Letter of Credit Liquidity Amount. The Trustee shall, prior to 12:00 noon (New
York City time) on the second Business Day preceding such Distribution Date,
deliver such Demand Notice to Vanguard; provided, however, that
if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to Vanguard shall have occurred and be
continuing, the Trustee shall not be required to deliver such Demand Notice to
Vanguard. The Trustee shall cause the proceeds of such demand on the Series 2005-1
Demand Note to be deposited into the Series 2005-1 Distribution Account
for allocation to each Class of the Series 2005-1 Notes in accordance
with Section 2.5(d) of this Series Supplement. In the
event that either (x) on or prior to 10:00 a.m. (New York City time) on
the Business Day prior to such Distribution Date, Vanguard shall have failed to
pay to the Trustee or deposit in the Series 2005-1 Distribution Account
the amount specified in such Demand Notice in whole or in part or (y) due
to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the
lapse of a period of 60 consecutive days) with respect to Vanguard, the Trustee
shall not have delivered such Demand Notice to Vanguard on the second Business
Day preceding such Distribution Date, the Trustee shall draw on the Series 2005-1
Letters of Credit an amount equal to the lesser of (A) Series 2005-1
Letter of Credit Amount and (B) the amount that Vanguard failed to pay under
the Series 2005-1 Demand Note (or the amount that the Trustee failed to
demand for payment thereunder) by presenting to each Series 2005-1 Letter
of Credit Provider a draft accompanied by a Certificate of Unpaid Demand Note
Demand; provided, however, that if the


 


59

















 


Series 2005-1
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2005-1 Cash Collateral Account and deposit in the
Series 2005-1 Distribution Account an amount equal to the lesser of (x)
the Series 2005-1 Cash Collateral Percentage on such Business Day of the
amount that Vanguard failed to pay under the Series 2005-1 Demand Note (or
the amount that the Trustee failed to demand for payment thereunder) and (y)
the Series 2005-1 Available Cash Collateral Account Amount on such
Business Day and draw an amount equal to the remainder of the amount that
Vanguard failed to pay under the Series 2005-1 Demand Note (or, the amount
that the Trustee failed to demand for payment thereunder) on the Series 2005-1
Letters of Credit. The Trustee shall deposit into, or cause the deposit of the
proceeds of any draw on the Series 2005-1 Letters of Credit and the
proceeds of any withdrawal from the Series 2005-1 Cash Collateral Account
to be deposited in, the Series 2005-1 Distribution Account for allocation
to each Class of the Series 2005-1 Notes in accordance with Section 2.5(d) of
this Series Supplement.


 


(ii)                                  If, after giving effect to the deposits into
the Series 2005-1 Distribution Account of the amounts to be deposited in
accordance with clause (i) above, a Principal Deficit Amount
remains, the Trustee shall make a demand on the Surety Bond by 12:00 noon (New
York City time) on the second Business Day preceding such Distribution Date in
an amount equal to the Insured Principal Deficit Amount, if any, in accordance
with the terms thereof and shall cause the proceeds thereof to be deposited in
the Series 2005-1 Distribution Account for allocation to each Class of
the Series 2005-1 Notes in accordance with Section 2.5(d) of
this Series Supplement.


 


(d)                                 Principal Allocations. On each Distribution Date occurring on or
after the date a withdrawal is made from the Series 2005-1 Collection
Account and, if applicable, the Series 2005-1 Excess Collection Account
pursuant to Section 2.5(a) of this Series Supplement or
amounts are deposited in the Series 2005-1 Distribution Account pursuant
to Section 2.2(g), 2.5(b) or 2.5(c) of this
Series Supplement, the Paying Agent shall, in accordance with Section 6.1
of the Base Indenture, (y) pay to each Class A-1 Noteholder or Class A-2
Noteholder, as applicable, on a pro  rata basis from the Series 2005-1
Distribution Account the amount deposited therein pursuant to Section 2.2(g),
2.5(a), 2.5(b) or 2.5(c) of this Series Supplement,
to the extent necessary to pay the Class A-1/A-2 Controlled Amortization
Amount during the Class A-1/A-2 Controlled Amortization Period or to the
extent necessary to pay the Class A-1 Invested Amount and the Class A-2
Invested Amount during the Series 2005-1 Rapid Amortization Period or on
the Class A-1/A-2 Final Distribution Date and (z) pay to each Class A-3
Noteholder or Class A-4 Noteholder, as applicable, on a pro  rata
basis from the Series 2005-1 Distribution Account the amount deposited
therein pursuant to Section 2.2(g), 2.5(a), 2.5(b) or
2.5(c) of this Series Supplement, to the extent necessary to
pay the Class A-3/A-4 Controlled Amortization Amount during the Class A-3/A-4
Controlled Amortization Period or to the extent necessary to pay the Class A-3
Invested Amount and the Class A-4 Invested Amount during the Series 2005-1
Rapid Amortization Period or on the Class A-3/A-4 Final Distribution Date.


 


60






 










 


Section 2.6                                      Servicer’s Failure to Instruct the Trustee to
Make a Deposit or Payment.


 


If
the Servicer fails to give notice or instructions to make any payment required
to be given by the Servicer, at the time specified in the Indenture or any
other Related Document (including applicable grace periods), from the
Series 2005-1 Collection Account, the Series 2005-1 Excess Collection
Account, the Series 2005-1 Accrued Interest Account or the
Series 2005-1 Distribution Account (collectively, the “Series 2005-1
Accounts”) or deposit into a Series 2005-1 Account from any other
Series 2005-1 Account, and the Series 2005-1 Rapid Amortization
Period has commenced and is continuing, then the Surety Provider (for so long
as no Surety Default shall have occurred and be continuing) may provide
those instructions to the Trustee for making such payment from or deposit into
a Series 2005-1 Account. If the Servicer and the Surety Provider each have
failed to provide such instructions or a Surety Default has occurred and is continuing,
then the Trustee, to the extent that it has all of the necessary information to
make such payment or deposit, shall make such payment or deposit without such
notice or instruction from the Servicer or the Surety Provider, provided
that the Servicer, upon request of the Trustee, promptly provides the Trustee
with all information necessary to allow the Trustee to make such a payment or
deposit. When any payment or deposit hereunder or under any other Related
Document is required to be made by the Trustee at or prior to a specified time,
the Servicer shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time.


 


Section 2.7                                      Series 2005-1 Reserve Account.


 


(a)                                  Establishment of Series 2005-1 Reserve
Account. ARG shall establish
and maintain, or cause to be established and maintained, in the name of the
Trustee for the benefit of the Series 2005-1 Noteholders, each
Series 2005-1 Interest Rate Hedge Provider and the Surety Provider, an
account (the “Series 2005-1 Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider. The Series 2005-1 Reserve
Account shall be maintained (i) with a Qualified Institution or
(ii) as a segregated trust account with the corporate trust department of
a depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Series 2005-1 Reserve
Account; provided that, if such account is maintained with a Qualified
Institution and at any time such institution fails to satisfy the definition of
Qualified Institution, then ARG shall, within 10 Business Days of such event,
establish a new Series 2005-1 Reserve Account with a new Qualified
Institution or a new segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Series 2005-1
Reserve Account. If a new Series 2005-1 Reserve Account is established,
ARG shall instruct the Trustee in writing to transfer all cash and investments
from the non-qualifying Series 2005-1 Reserve Account into the new Series 2005-1
Reserve Account. Initially, the Series 2005-1 Reserve Account will be
established with The Bank of New York.


 


61

















 


(b)                                 Administration of the Series 2005-1
Reserve Account. ARG
may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-1 Reserve Account to invest funds on deposit
in the Series 2005-1 Reserve Account from time to time in Permitted
Investments; provided, however, that any such investment shall mature
not later than the Business Day prior to the first Distribution Date following
the date on which such funds were received, unless any Permitted Investment
held in the Series 2005-1 Reserve Account is held with the Paying Agent,
then such investment may mature on such Distribution Date so long as such
funds shall be available for withdrawal on or prior to such Distribution Date.
All such Permitted Investments will be credited to the Series 2005-1
Reserve Account and any such Permitted Investments that constitute
(i) Physical Property (and that is not either a United States Security
Entitlement or a Security Entitlement) or Uncertificated Securities (and not
United States Security Entitlements) shall be delivered to the Trustee in
accordance with the definition of “Delivery” and shall be held by the Trustee
pending maturity or disposition and (ii) United States Security
Entitlements or Security Entitlements shall be Controlled by the Trustee
pending maturity or disposition. The Trustee shall, at the expense of ARG, take
such action as is requested of it to maintain the Trustee’s security interest
in the Permitted Investments credited to the Series 2005-1 Reserve
Account. ARG shall not direct the Trustee to dispose of (or permit the disposal
of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the purchase price of such Permitted
Investments. In the absence of written investment instructions hereunder, funds
on deposit in the Series 2005-1 Reserve Account shall remain uninvested.


 


(c)                                  Earnings from Series 2005-1 Reserve
Account. All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in
the Series 2005-1 Reserve Account shall be deemed to be on deposit therein
and available for distribution.


 


(d)                                 Series 2005-1 Reserve Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to secure and provide
for the payment of the ARG Obligations with respect to the Series 2005-1
Notes, ARG hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the
Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider, all of ARG’s right, title and interest in and
to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Reserve
Account, including any security entitlement thereto; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments,
if any, representing or evidencing any or all of the Series 2005-1 Reserve
Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the
Series 2005-1 Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2005-1 Reserve Account, the funds
on deposit therein from time to time or the investments made with such funds;
and (vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2005-1 Reserve Account
Collateral”). The Trustee, for the benefit of the Series


 


62

















 


2005-1 Noteholders, each
Series 2005-1 Interest Rate Hedge Provider and the Surety Provider, shall
possess all right, title and interest in all funds on deposit from time to time
in the Series 2005-1 Reserve Account and in all proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2005-1 Reserve Account. The Series 2005-1 Reserve
Account Collateral shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider.


 


(e)                                  Series 2005-1 Reserve Account Surplus. In the event that the Series 2005-1
Reserve Account Surplus on any date is greater than zero, the Trustee, acting
in accordance with the written instructions of the Servicer, shall withdraw
such excess amount from the Series 2005-1 Reserve Account and shall pay
such excess amount to ARG.


 


(f)                                    Unpaid Fee Amounts. If, on any Distribution Date after the
occurrence and during the continuance of a Series 2005-1 ARG Liquidation
Event, there are any unpaid fees and/or expenses due and owing to the Trustee
hereunder (the “Trustee Unpaid Fee Amount”), and/or the Master
Collateral Agent has demanded payment by the Trustee of unpaid fees and/or
expenses due and owing to the Master Collateral Agent (the “MCA Unpaid Fee
Amount”), and/or the Disposition Agent has demanded payment by the Trustee
of unpaid fees and/or expenses due and owing to the Disposition Agent (the “Disposition
Agent Unpaid Fee Amount”, and together with the Trustee Unpaid Fee Amount
and the MCA Unpaid Fee Amount, the “Unpaid Fee Amounts”) (after giving
effect to all payments in respect thereof required to be made on such
Distribution Date pursuant to any of the Related Documents), the Trustee shall
withdraw from the Series 2005-1 Reserve Account an amount equal to the
least of (a) the excess of (x) 1.1% of the Series 2005-1 Required
Aggregate Asset Amount, as of the date of the occurrence of such
Series 2005-1 ARG Liquidation Event, over (y) the aggregate of the amounts
previously withdrawn under this Section 2.7(f) of this
Series Supplement in respect of fees due and owing to the Trustee, the
Master Collateral Agent and the Disposition Agent, (b) the
Series 2005-1 Percentage on such Distribution Date of the amount of such
fees and/or expenses and (c) the Series 2005-1 Available Reserve
Account Amount on such Distribution Date, and pay such amount ratably to the
Trustee, the Master Collateral Agent and the Disposition Agent on the basis of
the Trustee Unpaid Fee Amount, the MCA Unpaid Fee Amount and the Disposition
Agent Unpaid Fee Amount as of such Distribution Date.


 


(g)                                 Termination of Series 2005-1 Reserve
Account. Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the Servicer,
after the prior payment of all amounts owing to the Series 2005-1
Noteholders and to the Surety Provider and payable from the Series 2005-1
Reserve Account as provided herein, shall withdraw from the Series 2005-1
Reserve Account all amounts on deposit therein for payment to ARG.


 


63

















 


Section 2.8                                      Series 2005-1 Letters of Credit and
Series 2005-1 Cash Collateral Account.


 


(a)                                  Series 2005-1 Letters of Credit and
Series 2005-1 Cash Collateral Account Constitutes Additional Collateral
for Series 2005-1 Notes.
In order to secure and provide for the payment of the ARG Obligations with
respect to the Series 2005-1 Notes, ARG hereby grants a security interest
in and assigns, pledges, grants, transfers and sets over to the Trustee, for
the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider, all of ARG’s right, title
and interest in and to the following (whether now or hereafter existing or
acquired):  (i) the
Series 2005-1 Cash Collateral Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2005-1 Cash
Collateral Account from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the
Series 2005-1 Cash Collateral Account or the funds on deposit therein from
time to time; (iv) all investments made at any time and from time to time
with monies in the Series 2005-1 Cash Collateral Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2005-1
Cash Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash (the items in the foregoing clauses
(ii) through (vi) are referred to, collectively, as the “Series 2005-1
Cash Collateral Account Collateral”). The Trustee shall, for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider, possess all right, title and interest in all
funds on deposit from time to time in the Series 2005-1 Cash Collateral
Account and in all proceeds thereof, and shall be the only person authorized to
originate entitlement orders in respect of the Series 2005-1 Cash
Collateral Account. The Series 2005-1 Cash Collateral Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider.


 


(b)                                 Series 2005-1 Letter of Credit
Expiration Date. Prior to
the date which is ten (10) days prior to the then scheduled
Series 2005-1 Letter of Credit Expiration Date with respect to any
Series 2005-1 Letter of Credit, the Servicer shall (i) determine
whether, excluding the amount available to be drawn under such
Series 2005-1 Letter of Credit but taking into account each substitute
Series 2005-1 Letter of Credit which has been obtained from a
Series 2005-1 Eligible Letter of Credit Provider and is in full force and
effect on such date there would be any Series 2005-1 Enhancement
Deficiency or any Series 2005-1 Liquidity Deficiency, (ii) notify the
Trustee in writing no later than two Business Days prior to such
Series 2005-1 Letter of Credit Expiration Date of such determination and
(iii) direct the Trustee to draw on such expiring Series 2005-1
Letter of Credit in an amount equal to the lesser of (x) the greater of
(1) the excess, if any, of the Series 2005-1 Required Enhancement
Amount over the Series 2005-1 Enhancement Amount, excluding the available
amount under such expiring Series 2005-1 Letter of Credit, on such date
and (2) the excess, if any, of the Series 2005-1 Required Liquidity
Amount over the Series 2005-1 Liquidity Amount, excluding the 


 


64

















 


available amount under such
expiring Series 2005-1 Letter of Credit, on such date and (y) the amount
available to be drawn on such expiring Series 2005-1 Letter of Credit, on
such date. Upon receipt of such notice by the Trustee on or prior to
10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by
12:00 p.m. (New York City time) on such Business Day (or, in the case of
any notice given to the Trustee after 10:00 a.m. (New York City time), by
12:00 p.m. (New York City time) on the next following Business Day), draw
the lesser of the amounts set forth in clauses (x) and (y) above
on such Series 2005-1 Letter of Credit by presenting a draft accompanied
by a Certificate of Termination Demand and shall cause the Termination
Disbursement to be deposited in the Series 2005-1 Cash Collateral Account.


 


If
the Trustee does not receive the notice from the Servicer described in the
first paragraph of this Section 2.8(b) on or prior to the date
that is two Business Days prior to each Series 2005-1 Letter of Credit
Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on
such Business Day draw the full amount of such Series 2005-1 Letter of Credit
by presenting a draft accompanied by a Certificate of Termination Demand and
shall cause the Termination Disbursement to be deposited in the
Series 2005-1 Cash Collateral Account.


 


(c)                                  Series 2005-1 Letter of Credit Providers. The Servicer shall notify the Trustee and
the Surety Provider in writing within one Business Day of becoming aware that
the long-term debt credit rating of any Series 2005-1 Letter of Credit
Provider has fallen below “A+” as determined by Standard & Poor’s or
“A1” as determined by Moody’s or that the short-term debt rating of any
Series 2005-1 Letter of Credit Provider has fallen below P-1. At such time
the Servicer shall also notify the Trustee of (i) the greater of
(A) the excess, if any, of the Series 2005-1 Required Enhancement
Amount over the Series 2005-1 Enhancement Amount, excluding the available
amount under the Series 2005-1 Letter of Credit issued by such
Series 2005-1 Letter of Credit Provider, on such date and (B) the
excess, if any, of the Series 2005-1 Required Liquidity Amount over the
Series 2005-1 Liquidity Amount, excluding the available amount under such
Series 2005-1 Letter of Credit, on such date, and (ii) the amount
available to be drawn on such Series 2005-1 Letter of Credit on such date.
Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New
York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day (or, in the case of any notice given to
the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New
York City time) on the next following Business Day), draw on such
Series 2005-1 Letter of Credit in an amount equal to the lesser of the
amount in clause (i) or clause (ii) of the immediately
preceding sentence on such Business Day by presenting a draft accompanied by a
Certificate of Termination Demand and shall cause the Termination Disbursement
to be deposited in the Series 2005-1 Cash Collateral Account.


 


(d)                                 Termination Date Demands on the
Series 2005-1 Letters of Credit. Prior to 10:00 a.m. (New York City time) on the second Business
Day prior to the Series 2005-1 Letter of Credit Termination Date, the
Servicer shall determine the Series 2005-1 Demand Note Payment Amount, if
any, as of the Series 2005-1 Letter of Credit Termination Date and, if the
Series 2005-1 Demand Note Payment Amount is greater than zero, instruct
the Trustee in writing to draw on the Series 2005-1 Letters of Credit.


 


65

















 


Upon receipt of any such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on a
Business Day, the Trustee shall, by 12:00 noon (New York City time) on such
Business Day draw an amount equal to the lesser of (i) the
Series 2005-1 Demand Note Payment Amount and (ii) the Series 2005-1
Letter of Credit Liquidity Amount on the Series 2005-1 Letters of Credit
by presenting to each Series 2005-1 Letter of Credit Provider a draft
accompanied by a Certificate of Termination Date Demand and shall cause the
Termination Date Disbursement to be deposited in the Series 2005-1 Cash
Collateral Account; provided, however that if the
Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall draw an amount equal to the product of 100% minus the
Series 2005-1 Cash Collateral Percentage on such Business Day on the
Series 2005-1 Letters of Credit.


 


(e)                                  Draws on the Series 2005-1 Letters of
Credit. If there is more
than one Series 2005-1 Letter of Credit on the date of any draw on the
Series 2005-1 Letters of Credit pursuant to the terms of this
Series Supplement, the Servicer shall instruct the Trustee, in writing, to
draw on each Series 2005-1 Letter of Credit in an amount equal to the Pro
Rata Share of the Series 2005-1 Letter of Credit Provider issuing such
Series 2005-1 Letter of Credit of the amount of such draw on the
Series 2005-1 Letters of Credit.


 


(f)                                    Establishment of Series 2005-1 Cash
Collateral Account. On or
prior to the date of any drawing under a Series 2005-1 Letter of Credit
pursuant to Section 2.8(b), (c), (d) or (e) above,
ARG shall establish and maintain, or cause to be established and maintained, in
the name of the Trustee for the benefit of the Series 2005-1 Noteholders,
each Series 2005-1 Interest Rate Hedge Provider and the Surety Provider,
an account (the “Series 2005-1 Cash Collateral Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Hedge Provider and the Surety Provider. The Series 2005-1 Cash
Collateral Account shall be maintained (i) with a Qualified Institution,
or (ii) as a segregated trust account with the corporate trust department
of a depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Series 2005-1 Cash Collateral
Account; provided that, if such account is maintained with a Qualified
Institution and at any time such institution fails to satisfy the definition of
Qualified Institution, then ARG shall, within 10 Business Days of such event,
establish a new Series 2005-1 Cash Collateral Account with a new Qualified
Institution or a new segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Series 2005-1 Cash
Collateral Account. If a new Series 2005-1 Cash Collateral Account is
established, ARG shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Series 2005-1 Cash Collateral Account
into the new Series 2005-1 Cash Collateral Account.


 


(g)                                 Administration of the Series 2005-1 Cash
Collateral Account. ARG
may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-1 Cash Collateral Account to invest funds on
deposit in the Series 2005-1 Cash Collateral Account from time to time in
Permitted Investments; provided, however, 


 


66

















 


that any such investment
shall mature not later than the Business Day prior to the first Distribution
Date with respect to the Series 2005-1 Notes of any Class following
the date on which such funds were received, unless any Permitted Investment
held in the Series 2005-1 Cash Collateral Account is held with the Paying
Agent, in which case such investment may mature on such Distribution Date
so long as such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the Series 2005-1
Cash Collateral Account and any such Permitted Investments that constitute
(i) Physical Property (and that is not either a United States Security
Entitlement or a Security Entitlement) or Uncertificated Securities (and not
United States Security Entitlements) shall be delivered to the Trustee in
accordance with the definition of “Delivery” and shall be held by the Trustee
pending maturity or disposition and (ii) United States Security
Entitlements or Security Entitlements shall be Controlled by the Trustee
pending maturity or disposition. The Trustee shall, at the expense of ARG, take
such action as is requested of it to maintain the Trustee’s security interest
in the Permitted Investments credited to the Series 2005-1 Cash Collateral
Account ARG shall not direct the Trustee to dispose of (or permit the disposal
of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the purchase price of such Permitted
Investments. In the absence of written investment instructions hereunder, funds
on deposit in the Series 2005-1 Cash Collateral Account shall remain
uninvested.


 


(h)                                 Earnings from Series 2005-1 Cash
Collateral Account. All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-1 Cash Collateral Account shall be deemed to be
on deposit therein and available for distribution.


 


(i)                                     Series 2005-1 Cash Collateral Account
Surplus. In the event that
the Series 2005-1 Cash Collateral Account Surplus on any Distribution Date
(or, after the Series 2005-1 Letter of Credit Termination Date, on any
date) is greater than zero, the Trustee, acting in accordance with the written
instructions of the Servicer, shall withdraw from the Series 2005-1 Cash
Collateral Account an amount equal to the Series 2005-1 Cash Collateral
Account Surplus and shall pay such amount: 
first, pro  rata to the Series 2005-1 Letter of
Credit Providers, for application in accordance with the provisions of the
related Series 2005-1 Reimbursement Agreement, and, second, to ARG
any remaining amount.


 


(j)                                     Post-Series 2005-1 Letter of Credit
Termination Date Withdrawals from the Series 2005-1 Cash Collateral
Account. If the Surety
Provider notifies the Trustee in writing that the Surety Provider shall have
paid a Preference Amount (as defined in the Surety Bond) under the Surety Bond,
subject to the satisfaction of the conditions set forth in the next succeeding
sentence, the Trustee shall withdraw from the Series 2005-1 Cash
Collateral Account and pay to the Surety Provider an amount equal to the lesser
of (i) the Series 2005-1 Available Cash Collateral Account Amount on
such date and (ii) such Preference Amount. Prior to any withdrawal from
the Series 2005-1 Cash Collateral Account pursuant to this Section 2.8(j),
the Trustee shall have received a certified copy of the order requiring the
return of such Preference Amount.


 


67

















 


(k)                                  Termination of Series 2005-1 Cash
Collateral Account. Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the Servicer,
after the prior payment of all amounts owing to the Series 2005-1
Noteholders and to the Surety Provider and payable from the Series 2005-1
Cash Collateral Account as provided herein, shall withdraw from the
Series 2005-1 Cash Collateral Account all amounts on deposit therein (to
the extent not withdrawn pursuant to Section 2.8(i) above) and
shall pay such amounts:  first, pro
rata to the Series 2005-1 Letter of Credit Providers, for application
in accordance with the provisions of the related Series 2005-1
Reimbursement Agreement, and second, to ARG any remaining amount.


 


Section 2.9                                      Series 2005-1 Distribution Account.


 


(a)                                  Establishment of Series 2005-1
Distribution Account. The
Trustee shall establish and maintain, or cause to be established and
maintained, in the name of the Trustee for the benefit of the
Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge Provider
and the Surety Provider, an account (the “Series 2005-1 Distribution
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2005-1
Noteholders, each Series 2005-1 Interest Rate Hedge Provider and the
Surety Provider. The Series 2005-1 Distribution Account shall be
maintained (i) with a Qualified Institution or (ii) as a segregated
trust account with the corporate trust department of a depository institution
or trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2005-1 Distribution Account; provided that,
if such account is maintained with a Qualified Institution and at any time such
institution fails to satisfy the definition of Qualified Institution, then ARG
shall, within 10 Business Days of such event, establish a new
Series 2005-1 Distribution Account with a new Qualified Institution or a
new segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Series 2005-1 Distribution
Account. If a new Series 2005-1 Distribution Account is established, ARG
shall instruct the Trustee in writing to transfer all cash and investments from
the non-qualifying Series 2005-1 Distribution Account into the new
Series 2005-1 Distribution Account. Initially, the Series 2005-1
Distribution Account will be established with The Bank of New York.


 


(b)                                 Administration of the Series 2005-1
Distribution Account. ARG
may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-1 Distribution Account to invest funds on
deposit in the Series 2005-1 Distribution Account from time to time in
Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the first
Distribution Date with respect to the Series 2005-1 Notes of any
Class following the date on which such funds were received, unless any
Permitted Investment held in the Series 2005-1 Distribution Account is
held with the Paying Agent, in which case such investment may mature on
such Distribution Date so long as such funds shall be available for withdrawal
on or prior to such Distribution Date. All such Permitted Investments will be
credited to the Series 2005-1 Distribution Account and any such Permitted
Investments that constitute (i) Physical Property (and that is not either
a United States Security Entitlement or a Security Entitlement) or Uncertificated
Securities (and not United States Security 


 


68

















 


Entitlements) shall be
delivered to the Trustee in accordance with the definition of “Delivery” and
shall be held by the Trustee pending maturity or disposition and
(ii) United States Security Entitlements or Security Entitlements shall be
Controlled by the Trustee pending maturity or disposition. The Trustee shall,
at the expense of ARG, take such action as is requested of it to maintain the Trustee’s
security interest in the Permitted Investments credited to the
Series 2005-1 Distribution Account. ARG shall not direct the Trustee to
dispose of (or permit the disposal of) any Permitted Investments prior to the
maturity thereof to the extent such disposal would result in a loss of purchase
price of such Permitted Investments. In the absence of written investment
instructions hereunder, funds on deposit in the Series 2005-1 Distribution
Account shall remain uninvested.


 


(c)                                  Earnings from Series 2005-1 Distribution
Account. On each
Distribution Date, all interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 2005-1 Distribution
Account shall be distributed to ARG.


 


(d)                                 Series 2005-1 Distribution Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to secure and provide for the
payment of the ARG Obligations with respect to the Series 2005-1 Notes,
ARG hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the
Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider, all of ARG’s right, title and interest in and
to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Distribution
Account, including any security entitlement thereto; (ii) all funds on
deposit in the Series 2005-1 Distribution Account from time to time;
(iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2005-1 Distribution Account or the funds on
deposit therein from time to time; (iv) all investments made at any time
and from time to time with monies in the Series 2005-1 Distribution
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series 2005-1
Distribution Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series 2005-1
Distribution Account Collateral”). The Trustee shall, for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Hedge
Provider and the Surety Provider, possess all right, title and interest in all
funds on deposit from time to time in the Series 2005-1 Distribution
Account and in all proceeds
thereof, and shall be the only person authorized to originate entitlement
orders in respect of the Series 2005-1 Distribution Account. The
Series 2005-1 Distribution Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 2005-1 Noteholders,
each Series 2005-1 Interest Rate Hedge Provider and the Surety Provider.


 


69

















 


Section 2.10                                Series 2005-1 Demand Note and each
Series 2005-1 Interest Rate Hedge Constitutes Additional Collateral for
Series 2005-1 Notes.


 


In
order to secure and provide for the payment of the ARG Obligations with respect
to the Series 2005-1 Notes, ARG hereby grants a security interest in and
assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest
Rate Hedge Provider and the Surety Provider, all of ARG’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 2005-1 Demand Note; (ii) all
certificates and instruments, if any, representing or evidencing the
Series 2005-1 Demand Note; (iii) each Series 2005-1 Interest
Rate Hedge or any replacement thereof; and (iv) all proceeds of any and
all of the foregoing, including, without limitation, cash. On the
Series 2005-1 Closing Date, ARG shall deliver to the Trustee, for the
benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest
Rate Hedge Provider and the Surety Provider, the Series 2005-1 Demand
Note, endorsed in blank, and an executed copy of each Series 2005-1
Interest Rate Hedge. The Trustee, for the benefit of the Series 2005-1 Noteholders,
each Series 2005-1 Interest Rate Hedge Provider and the Surety Provider
(but solely in accordance with the provisions of this Series Supplement),
shall be the only Person authorized to make a demand for payment on the
Series 2005-1 Demand Note.


 


Section 2.11                                Series 2005-1 Interest Rate Hedges.


 


(a)                                  On the Series 2005-1 Closing Date, ARG
shall acquire each Series 2005-1 Interest Rate Hedge from a Qualified
Interest Rate Hedge Provider.


 


(b)                                 If, at any time, a Series 2005-1
Interest Rate Hedge Provider is not a Qualified Interest Rate Hedge Provider,
then ARG will cause the Series 2005-1 Interest Rate Hedge Provider within
30 days following such occurrence and at the Series 2005-1 Interest Rate
Hedge Provider’s expense, to do one of the following (the choice of such action
to be determined by the Series 2005-1 Interest Rate Hedge Provider)
(i) obtain a replacement interest rate hedge on the same terms as such
Series 2005-1 Interest Rate Hedge (or with such modifications as are
acceptable to the Surety Provider and the Rating Agencies) from a Qualified
Interest Rate Hedge Provider, in the form of Exhibit H of this
Series Supplement, and simultaneously with such replacement ARG shall
terminate the Series 2005-1 Interest Rate Hedge being replaced,
(ii) obtain a guaranty from, or contingent agreement of, (in each case, in
form and substance acceptable to the Surety Provider) another person who
qualifies as a Qualified Interest Rate Hedge Provider to honor such
Series 2005-1 Interest Rate Hedge Provider’s obligations under its
Series 2005-1 Interest Rate Hedge in accordance with its terms and written
confirmation from Standard & Poor’s and Moody’s that the substantive
terms of the guaranty agreement are sufficient to maintain or restore the immediately
prior Shadow Rating, (iii) post and maintain collateral, upon terms
acceptable to the Surety Provider, as required in Exhibit H, or in
such other manner and amount, upon terms acceptable to the Surety Provider,
that the Rating Agencies have confirmed in writing is sufficient to maintain or
restore the immediately prior Shadow Rating and such collateral is held by the
Trustee in a segregated account, or (iv) enter into any arrangement
satisfactory to Standard & Poor’s, Moody’s and the Surety Provider,
which is sufficient to maintain or restore the 


 


70

















 


immediately prior Shadow
Rating; provided that no termination of the Series 2005-1 Interest
Rate Hedge shall occur until ARG has entered into a replacement
Series 2005-1 Interest Rate Hedge with a Qualified Interest Rate Hedge
Provider or entered into an arrangement satisfactory to Standard &
Poor’s, Moody’s and the Surety Provider, which is sufficient to maintain or
restore the immediately prior Shadow Rating. If ARG is unable to cause such
Series 2005-1 Interest Rate Hedge Provider to take any of the actions
described in clauses (i), (ii), (iii) or (iv) of
the preceding sentence after making commercial reasonable efforts, ARG will
obtain a replacement Series 2005-1 Interest Rate Hedge at the expense of
the replaced Series 2005-1 Interest Rate Hedge Provider or, if the
replaced Series 2005-1 Interest Rate Hedge Provider fails to make such
payment, at the expense of ARG (in which event, such amount will be considered
Carrying Charges and paid solely from Interest Collections available pursuant
to Section 2.3(h) of this Series Supplement). ARG must
cause each Series 2005-1 Interest Rate Hedge to provide that if the
Series 2005-1 Interest Rate Hedge Provider is required to take any of the
actions described in clauses (i), (ii), or (iv) above
and such action is not taken within 30 days, then the Series 2005-1
Interest Rate Hedge Provider must, until a replacement Series 2005-1
Interest Rate Hedge is executed and in effect, collateralize its obligations as
required under clause (iii) above. Each Series 2005-1
Noteholder by its acceptance of a Series 2005-1 Note hereby acknowledges
and agrees, and directs the Trustee to acknowledge and agree, and the Trustee,
at such direction, hereby acknowledges and agrees, that any collateral posted
by a Series 2005-1 Interest Rate Hedge Provider pursuant to clause
(iii) above (A) is collateral solely for the obligations of such
Series 2005-1 Interest Rate Hedge Provider under its Series 2005-1
Interest Rate Hedge, (B) does not constitute collateral for the
Series 2005-1 Notes (provided that in order to secure and provide for the
payment of the ARG Obligations with respect to the Series 2005-1 Notes,
ARG has pledged each Series 2005-1 Interest Rate Hedge and its security
interest in any collateral posted in connection therewith as collateral for the
Series 2005-1 Notes), and (C) will in no event be available to
satisfy any obligations of the Issuer hereunder or otherwise unless and until
such Series 2005-1 Interest Rate Hedge Provider defaults in its
obligations under its Series 2005-1 Interest Rate Hedge and such
collateral is applied in accordance with the terms of Exhibit H of
this Series Supplement to satisfy such defaulted obligations of such
Series 2005-1 Interest Rate Hedge Provider.


 


(c)                                  If the long-term senior unsecured debt rating
of a Series 2005-1 Interest Rate Hedge Provider is withdrawn or falls to
“Baa1” by Moody’s or “BBB+” by Standard & Poor’s, then the Surety
Provider may terminate such Series 2005-1 Interest Rate Hedge
Provider’s Series 2005-1 Interest Rate Hedge, provided, however,
that such Series 2005-1 Interest Rate Hedge shall not be terminated until
either: (i) ARG or such Series 2005-1 Interest Rate Hedge Provider,
at the direction of the Surety Provider and in each case at the expense of such
Series 2005-1 Interest Rate Hedge Provider, has obtained a replacement
Series 2005-1 Interest Rate Hedge on the same terms as the
Series 2005-1 Interest Rate Hedge being terminated (or with such
modifications as are acceptable to the Surety Provider) from a Qualified
Interest Rate Hedge Provider or (ii) such Series 2005-1 Interest Rate
Hedge Provider at its expense has entered into an arrangement satisfactory to
Standard & Poor’s, Moody’s and the Surety Provider.


 


(d)                                 Reserved.


 


71

















 


(e)                                  ARG shall require all Series 2005-1
Interest Rate Hedge Proceeds to be paid, and the Trustee shall allocate all
Series 2005-1 Interest Rate Hedge Proceeds, to the Series 2005-1
Accrued Interest Account or the Series 2005-1 Collection Account.


 


(f)                                    ARG shall maintain a Class A-2 Interest
Rate Hedge until the Class A-2 Notes are paid in full. ARG shall maintain
a Class A-4 Interest Rate Hedge until the Class A-4 Notes are paid in
full.


 


Section 2.12                                Series 2005-1 Interest Rate Hedge
Collateral Account.


 


(a)                                  Establishment of Series 2005-1 Interest
Rate Hedge Collateral Account.
ARG shall establish and maintain, or cause to be established and maintained, in
the name of the Trustee for the benefit of the Series 2005-1 Initial
Interest Rate Hedge Provider, an account (the “Series 2005-1 Interest
Rate Hedge Collateral Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Series 2005-1 Initial Interest Rate Hedge Provider. The Series 2005-1
Interest Rate Hedge Collateral Account shall be maintained (i) with a
Qualified Institution or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the
Series 2005-1 Interest Rate Hedge Collateral Account; provided, that,
if such account is maintained with a Qualified Institution and at any time such
institution fails to satisfy the definition of Qualified Institution, then ARG
shall, within 10 Business Days of such event, establish a new
Series 2005-1 Interest Rate Hedge Collateral Account with a new Qualified
Institution or a new segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Series 2005-1
Interest Rate Hedge Collateral Account. If a new Series 2005-1 Interest
Rate Hedge Collateral Account is established, ARG shall instruct the Trustee in
writing to transfer all cash and investments from the non-qualifying
Series 2005-1 Interest Rate Hedge Collateral Account into the new
Series 2005-1 Interest Rate Hedge Collateral Account. Initially, the
Series 2005-1 Interest Rate Hedge Collateral Account will be established
with The Bank of New York.


 


(b)                                 Administration of the Series 2005-1
Interest Rate Hedge Collateral Account. ARG may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2005-1 Interest Rate Hedge Collateral
Account to invest funds on deposit in the Series 2005-1 Interest Rate
Hedge Collateral Account from time to time in Permitted Investments or, subject
to receipt of the prior written consent of the Series 2005-1 Initial
Interest Rate Hedge Provider (by standing instructions or otherwise), any other
investments. All such investments will be credited to the Series 2005-1
Interest Rate Hedge Collateral Account and any such investments that constitute
(i) Physical Property (and that is not either a United States Security
Entitlement or a Security Entitlement) or Uncertificated Securities (and not
United States Security Entitlements) shall be delivered to the Trustee in
accordance with the definition of “Delivery” and shall be held by the Trustee
pending maturity or disposition and (ii) United States Security
Entitlements or Security Entitlements shall be Controlled by the Trustee
pending maturity or disposition. The Trustee shall, at the expense of ARG, take
such action as is requested 


 


72

















 


of it to maintain the
Trustee’s security interest in the investments credited to the
Series 2005-1 Interest Rate Hedge Collateral Account. ARG shall not direct
the Trustee to dispose of (or permit the disposal of) any investments prior to
the maturity thereof to the extent such disposal would result in a loss of the
purchase price of such investments, unless the Series 2005-1 Initial Interest
Rate Hedge Provider consents to such disposal. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2005-1
Interest Rate Hedge Collateral Account shall remain uninvested.


 


(c)                                  Earnings from Series 2005-1 Interest
Rate Hedge Collateral Account.
All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2005-1 Interest Rate Hedge Collateral Account
shall be deemed to be on deposit therein and available for distribution.


 


(d)                                 Series 2005-1 Interest Rate Hedge
Collateral Account Constitutes Additional Collateral for Series 2005-1
Interest Rate Hedge Provider.
In order to secure and provide for the payment of any termination payments
under the Series 2005-1 Initial Interest Rate Hedge Provider Hedges, ARG
hereby grants a security interest in and assigns, pledges, grants, transfers
and sets over to the Trustee, for the benefit of the Series 2005-1 Initial
Interest Rate Hedge Provider, all of ARG’s right, title and interest in and to
the following (whether now or hereafter existing or acquired): (i) the
Series 2005-1 Interest Rate Hedge Collateral Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time
to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Series 2005-1 Interest Rate Hedge Collateral
Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series 2005-1
Interest Rate Hedge Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2005-1 Interest Rate Hedge
Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Series 2005-1
Interest Rate Hedge Collateral Account Collateral”). The Trustee, for the
benefit of the Series 2005-1 Initial Interest Rate Hedge Provider, shall
possess all right, title and interest in all funds on deposit from time to time
in the Series 2005-1 Interest Rate Hedge Collateral Account and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-1 Interest Rate Hedge
Collateral Account. The Series 2005-1 Interest Rate Hedge Collateral
Account Collateral shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2005-1 Initial Interest Rate Hedge Provider.
The Trustee hereby agrees that any right of setoff, banker’s lien or other
security interest it may have in the Series 2005-1 Interest Rate
Hedge Collateral Account or the Collateral therein shall be subordinate to the
security interest of the Series 2005-1 Initial Interest Rate Hedge
Provider.


 


(e)                                  Withdrawals from the Series 2005-1
Interest Rate Hedge Collateral Account. If the Servicer determines, or if the Servicer fails to so determine,
so long as no 


 


73

















 


payment default by the
Series 2005-1 Initial Interest Rate Hedge Provider under any of the
Series 2005-1 Initial Interest Rate Hedge Provider Hedges has occurred and
is continuing, the Series 2005-1 Initial Interest Rate Hedge Provider
may determine, on any Distribution Date that (i) the amount available
under this Series Supplement for the payment of all termination amounts
due and owing from ARG on such Distribution Date under the Series 2005-1
Initial Interest Rate Hedge Provider’s Series 2005-1 Interest Rate Hedge
is insufficient to pay such termination amounts, or (ii) the amount
available under the Series Supplement relating to any other
Series 2005-1 Initial Interest Rate Hedge Provider Hedge for the payment
of any termination amount due and owing from ARG on such Distribution Date
under the Series 2005-1 Initial Interest Rate Hedge Provider Hedge is
insufficient to pay such termination amount, then in each case the Servicer
shall instruct, or if the Servicer fails to so instruct, so long as no payment
default by the Series 2005-1 Initial Interest Rate Hedge Provider under
any of the Series 2005-1 Initial Interest Rate Hedge Provider Hedges has
occurred and is continuing, the Series 2005-1 Initial Interest Rate Hedge
Provider may instruct, the Trustee in writing to withdraw from the
Series 2005-1 Interest Rate Hedge Collateral Account and pay by wire
transfer to the Series 2005-1 Initial Interest Rate Hedge Provider on such
Distribution Date an amount equal to the lesser of the Series 2005-1 Available Interest Rate Hedge Collateral
Account Amount and the aggregate of such insufficiency.


 


(f)                                    Series 2005-1 Interest Rate Hedge
Collateral Account Surplus.
In the event that the Series 2005-1 Interest Rate Hedge Collateral Account
Surplus on any date is greater than zero, the Trustee, acting in accordance
with the written instructions of the Servicer, shall withdraw such excess
amount from the Series 2005-1 Interest Rate Hedge Collateral Account and
shall pay such excess amount to ARG.


 


(g)                                 Termination of Series 2005-1 Interest
Rate Hedge Collateral Account.
Upon the termination of this Series Supplement in accordance with its
terms, the Trustee, acting in accordance with the written instructions of the
Servicer, after the prior payment of all amounts owing to the
Series 2005-1 Initial Interest Rate Hedge Provider and payable from the
Series 2005-1 Interest Rate Hedge Collateral Account as provided herein,
shall withdraw from the Series 2005-1 Interest Rate Hedge Collateral
Account all amounts on deposit therein for payment to ARG.


 


ARTICLE III



AMORTIZATION EVENTS


 


In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, the following shall be Amortization Events with respect to the
Series 2005-1 Notes (the “Series 2005-1 Amortization Events”)
and shall constitute the Amortization Events set forth in
Section 9.1(d) of the Base Indenture with respect to the
Series 2005-1 Notes:


 


(a)                                  ARG defaults in the payment of any interest
on, or other amount payable in respect of, the Series 2005-1 Notes when
the same becomes due and payable and such default continues for a period of
five (5) Business Days;


 


74

















 


(b)                                 ARG defaults in the payment of any principal
of the Series 2005-1 Notes when the same becomes due and payable and such
default continues for a period of one (1) Business Day;


 


(c)                                  a Series 2005-1 Enhancement Deficiency
shall occur and continue for at least two (2) Business Days;


 


(d)                                 a Series 2005-1 Liquidity Deficiency
shall occur and continue for at least two (2) Business Days;


 


(e)                                  the Series 2005-1 Overcollateralization
Amount shall be less than the Series 2005-1 Required Overcollateralization
Amount for at least two (2) Business Days;


 


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


 


(g)                                 the Series 2005-1 Reserve Account, the
Series 2005-1 Collection Account or the Series 2005-1 Excess
Collection Account shall be subject to an injunction, estoppel or other stay or
a Lien (other than Permitted Liens) for at least two Business Days and either a
Series 2005-1 Enhancement Deficiency or a Series 2005-1 Liquidity
Deficiency would result from excluding the amount on deposit in any such
account that is subject to an injunction, estoppel or other stay or a Lien
(other than Permitted Liens) for at least two Business Days from the
Series 2005-1 Enhancement Amount or the Series 2005-1 Liquidity
Amount, to the extent applicable;


 


(h)                                 from and after the funding of  the Series 2005-1 Cash Collateral
Account, such Series 2005-1 Cash Collateral Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Permitted Liens) for
at least two Business Days and either a Series 2005-1 Enhancement
Deficiency or a Series 2005-1 Liquidity Deficiency would result from
excluding the amount on deposit in the Series 2005-1 Cash Collateral
Account from the Series 2005-1 Enhancement Amount or the Series 2005-1
Liquidity Amount;


 


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


 


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


 


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


 


(l)                                     all principal of and interest on the
Class A-1 Notes is not paid in full on or before the Class A-1/A-2
Expected Final Distribution Date, all principal of and interest on the
Class A-2 Notes is not paid in full on or before the Class A-1/A-2
Expected Final Distribution Date, all principal of and interest on the
Class A-3 Notes is not paid in full on or before the Class A-3/A-4
Expected Final Distribution Date or all 


 


75

















 


principal of and interest on
the Class A-4 Notes is not paid in full on or before the
Class A-3/A-4 Expected Final Distribution Date;


 


(m)                               ARG fails to comply with any of its other
agreements or covenants in, or provisions of, the Series 2005-1 Notes or
the Indenture (other than its covenants set forth in Section 2.11(a),
(b), (c) and (e) of this Series Supplement)
and the failure to so comply materially and adversely affects the interests of
the Series 2005-1 Noteholders and continues to materially and adversely
affect the interests of the Series 2005-1 Noteholders for a period of
forty-five (45) days after the earlier of (i) the date on which ARG
obtains knowledge thereof or (ii) the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to ARG by the
Trustee or to ARG and the Trustee by the Required Noteholders;


 


(n)                                 any representation made by ARG in the
Indenture or any Related Document is false and such false representation
materially and adversely affects the interests of the Series 2005-1
Noteholders and such false representation is not cured for a period of
forty-five (45) days after the earlier of (i) the date on which ARG
obtains knowledge thereof or (ii) the date that written notice thereof is
given to ARG by the Trustee or to ARG and the Trustee by the Required
Noteholders;


 


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


 


(p)                                 any of the Related Documents (other than any
Related Document relating solely to another Series of Notes) or any
material portion thereof shall not be in full force and effect, enforceable in
accordance with its terms (other than (i) any such  Related Document that has been terminated in
accordance with its terms or (ii) any Manufacturer Program that is not in
full force and effect or that is unenforceable in accordance with its terms to
the extent that no Series 2005-1 Enhancement Deficiency results from
redesignating each Series 2005-1 Program Vehicle subject to such Manufacturer
Program as a Series 2005-1 Non-Program Vehicle) or ARG shall so assert in
writing;


 


(q)                                 any Series 2005-1 Letter of Credit shall
not be in full force and effect for at least two (2) Business Days and
either (x) a Series 2005-1 Enhancement Deficiency would result from
excluding such Series 2005-1 Letter of Credit from the Series 2005-1
Enhancement Amount or (y) a Series 2005-1 
Liquidity Deficiency would result from excluding such Series 2005-1
Letter of Credit from the Series 2005-1 Liquidity Amount, to the extent
applicable;


 


(r)                                    solely with respect to the model year 2003,
2004, 2005 and 2006 GM Repurchase Programs, the GM Freeze Agreement as in
effect as of the date hereof shall have been terminated or materially and
adversely amended with respect to any GM Freeze Vehicle after the purchase of
such GM Freeze Vehicle (excluding for the avoidance of doubt any such
termination or amendment occurring following an Event of Bankruptcy with
respect to GM) without the Surety Provider’s consent, unless within five
(5) Business Days following such termination or material adverse amendment
a Series 


 


76

















 


2005-1 Enhancement
Deficiency would not result from treating each affected GM Freeze Vehicle as
though the GM Freeze Agreement did not exist; or


 


(s)                                  any GM Repurchase Program shall have been
terminated or materially and adversely amended with respect to any Vehicle
after the purchase of such Vehicle (excluding for the avoidance of doubt any
such termination or amendment occurring following an Event of Bankruptcy with
respect to GM)  without the Surety
Provider’s consent, unless within five (5) Business Days following such
termination or material adverse amendment a Series 2005-1 Enhancement
Deficiency would not result from treating each affected Vehicle as though such
GM Repurchase Program did not exist.


 


In the case of


 


(i)                                     any event described in clauses (a) through
(l), (o), and (q) above, an Amortization Event with
respect to the Series 2005-1 Notes shall immediately occur without any
notice or other action on the part of the Trustee or any
Series 2005-1 Noteholder; or


 


(ii)                                  any event described in clauses (m), (n),
(p), (r) or (s) above, either the Trustee or
Series 2005-1 Noteholders holding more than 50% of the Series 2005-1
Invested Amount may, by written notice to ARG, declare that an Amortization
Event with respect to the Series 2005-1 Notes has occurred as of the date
of the notice. Amortization Events with respect to the Series 2005-1 Notes
described in clauses (a) through (l), (o), and (q)
above will be subject to waiver by 100% of the Series 2005-1 Noteholders.
An Amortization Event with respect to the Series 2005-1 Notes described in
clauses (m), (n), (p), (r) or (s) above
shall be subject to waiver in accordance with Section 9.4 of the Base
Indenture.


 


ARTICLE IV




[RESERVED]


 


ARTICLE V




[RESERVED]


 


ARTICLE VI




FORM OF SERIES 2005-1 NOTES


 


Section 6.1                                      Restricted Global Series 2005-1 Notes.


 


The
Series 2005-1 Notes to be issued in the United States will be issued in
book-entry form and represented by one or more permanent global Notes in
fully registered form without interest coupons (each, a “Restricted
Global Class A-1 Note”, a “Restricted Global Class A-2 Note”,
a “Restricted Global Class A-3 Note” or a “Restricted Global
Class A-4 Note”, and, collectively, the “Restricted Global Notes”),


 


77

















 


substantially in the
form set forth in Exhibit A-1-1, Exhibit A-1-2, Exhibit A-1-3
and Exhibit A-1-4, respectively, hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture, and will be
sold only in the United States (1) initially to institutional accredited
investors within the meaning of Regulation D under the Securities Act in
reliance on an exemption from the registration requirements of the Securities
Act and (2) thereafter to qualified institutional buyers within the
meaning of, and in reliance on, Rule 144A under the Securities Act and
shall be deposited on behalf of the purchasers of the Series 2005-1 Notes
represented thereby, with a custodian for DTC, and registered in the name of
Cede as DTC’s nominee, duly executed by ARG and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture. Interests in a
Restricted Global  Note will be
exchangeable for definitive Series 2005-1 Notes in accordance with the
provisions of the Base Indenture (as modified by this Series Supplement).


 


Section 6.2                                      Temporary Global Series 2005-1 Notes;
Permanent Global Series 2005-1 Notes.


 


The
Series 2005-1 Notes to be issued outside the United States will be issued
and sold in offshore transactions (as defined in Regulation S under the
Securities Act) to investors that are not U.S. Persons in reliance on
Regulation S under the Securities Act, as provided in the applicable purchase
agreement, and shall initially be issued in the form of one or more
temporary notes in registered form without interest coupons (each, a “Temporary
Global Class A-1 Note”, a “Temporary Global Class A-2 Note”,
a “Temporary Global Class A-3 Note” or a “Temporary Global
Class A-4 Note” and, collectively, the “Temporary Global Notes”),
substantially in the form set forth in Exhibit A-2-1, Exhibit A-2-2,
Exhibit A-2-3 and Exhibit A-2-4 hereto, which shall be
deposited on behalf of the purchasers of the Series 2005-1 Notes
represented thereby with a custodian for, and registered in the name of a
nominee of DTC, for the accounts of Euroclear Bank, S.A./N.V., as operator of
Euroclear and for Clearstream, Luxembourg, duly executed by ARG and
authenticated by the Trustee in the manner set forth in Section 2.4 of the
Base Indenture. Interests in a Temporary Global Note will be exchangeable, in
whole or in part, for interests in one or more permanent global notes in registered
form without interest coupons (each, a “Permanent Global Class A-1
Note”, a “Permanent Global Class A-2 Note”, a “Permanent
Global Class A-3 Note” or a “Permanent Global Class A-4 Note”
and, collectively, the “Permanent Global Notes”), substantially in the
form of Exhibit A-3-1, Exhibit A-3-2, Exhibit A-3-3
and Exhibit A-3-4 hereto, in accordance with the provisions of such
Temporary Global Note and the Base Indenture (as modified by this
Series Supplement). Interests in a Permanent Global Note will be
exchangeable for definitive Series 2005-1 Notes in accordance with the
provisions of such Permanent Global Note and the Base Indenture (as modified by
this Series Supplement).


 


78

















 


ARTICLE VII




TERMINATION OF SERIES SUPPLEMENT


 


Section 7.1                                      Termination of Series Supplement.


 


(a)                                  This Series Supplement shall cease to be
of further effect when all Outstanding Series 2005-1 Notes theretofore
authenticated and issued have been delivered (other than destroyed, lost or
stolen Series 2005-1 Notes which have been replaced or paid) to the
Trustee for cancellation, ARG has paid all sums due and payable hereunder, the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts due under the Insurance Agreement, each
Series 2005-1 Initial Interest Rate Hedge Provider Hedge has been
terminated and, for so long as no payment default by the Series 2005-1
Initial Interest Rate Hedge Provider under its related Series 2005-1 Interest
Rate Hedge has occurred and is continuing, the Series 2005-1 Initial
Interest Rate Hedge Provider has been paid all amounts owing to it under each
of its Series 2005-1 Initial Interest Rate Hedge Provider Hedges and, if
the Series 2005-1 Demand Note Payment on the Series 2005-1 Letter of
Credit Termination Date was greater than zero, all amounts have been withdrawn
from the Series 2005-1 Cash Collateral Account in accordance with Section 2.8(i) of
this Series Supplement.


 


(b)                                 In addition, ARG may terminate all of
its obligations under this Series Supplement if:


 


(i)                                     ARG irrevocably deposits in trust with the
Trustee or at the option of the Trustee, with a trustee reasonably satisfactory
to the Trustee and ARG under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee, money or U.S. Government
Obligations (together with rights under any applicable and available hedging
arrangements in respect of principal of and interest on the Series 2005-1
Notes) 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 Series 2005-1 Notes to maturity or redemption, as the case
may be, and to pay all other sums payable by it hereunder (taking into
account any applicable and available hedging arrangements in respect of
principal of or interest on the Series 2005-1 Notes); 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 and hedging arrangements 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 and hedging arrangements to the payment of
said principal and interest with respect to the Series 2005-1 Notes;


 


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


 


79

















 


(iii)                               ARG delivers to the Trustee an Officer’s
Certificate stating that no Potential Amortization Event or Amortization Event,
in either case, shall have occurred and be continuing with respect to the
Series 2005-1 Notes on the date of such deposit;


 


(iv)                              ARG delivers to the Trustee an Opinion of
Counsel to the effect that the termination of ARG’s obligations under this
Series Supplement in accordance with the provisions of this Article VII
shall not result in the recognition of gain by the Series 2005-1
Noteholders at the time of such termination; and


 


(v)                                 the Series 2005-1 Rating Agency
Confirmation and Consent Condition is satisfied.


 


Then, this
Series Supplement shall cease to be of further effect.


 


(c)                                  After such irrevocable deposit made pursuant
to Section 7.1(b) of this Series Supplement and
satisfaction of the other conditions set forth herein, the Trustee promptly
upon request shall acknowledge in writing the discharge of ARG’s obligations
under this Series Supplement.


 


In
order to have money available on a payment date to pay principal or interest on
the Series 2005-1 Notes, the U.S. Government Obligations (and any amounts
due under any applicable hedging arrangements) 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 7.2                                      Application of Trust Money.


 


The
Trustee or a trustee satisfactory to the Trustee and ARG shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to Section 7.1
of this Series Supplement. The Trustee shall apply the deposited money and
the money from U.S. Government Obligations (and any amounts received under any
applicable hedging arrangements) in accordance with the Indenture to the
payment of principal of and interest on the Series 2005-1 Notes.


 


The
provisions of this Section 7.2 shall survive the expiration or
earlier termination of this Series Supplement.


 


ARTICLE VIII


 


GENERAL


 


Section 8.1                                      Optional Repurchase of Series 2005-1
Notes. The Series 2005-1
Notes shall be subject to repurchase by ARG at its option in accordance with
Section 6.2 of the Base Indenture, in whole but not in part, on any
Distribution Date on which the Series 2005-1 Invested Amount is less than
or equal to 10% of the Series 2005-1


 


80

















 


Initial Invested Amount (the
“Series 2005-1 Repurchase Amount”); provided, however,
that, as a condition precedent to any repurchase, on or prior to the
Distribution Date on which any Series 2005-1 Note is repurchased by ARG
pursuant to this Section 8.1, ARG shall pay the Surety Provider all
Surety Provider Fees and all other Surety Provider Reimbursement Amounts due
and unpaid as of such Distribution Date. The repurchase price for any
Series 2005-1 Note shall equal the aggregate outstanding principal balance
of such Series 2005-1 Note (determined after giving effect to any payments
of principal and interest on such Distribution Date), plus accrued and unpaid
interest on such outstanding principal balance.


 


Section 8.2                                      Information.


 


(a)                                  On or before each Determination Date, ARG
shall furnish, or cause to be furnished, to the Trustee a Monthly Noteholders’
Statement with respect to the Series 2005-1 Notes, substantially in the
form of Exhibit G, setting forth, inter  alia,
the following information:


 


(i)                                     the Series 2005-1 Invested Percentage
with respect to Interest Collections and with respect to Principal Collections
for the period from and including the second Determination Date preceding such
Distribution Date to but excluding the Determination Date immediately preceding
such Distribution Date;


 


(ii)                                  the Series 2005-1 Enhancement Amount and
the Series 2005-1 Liquidity Amount, in each case, as of the close of
business on the Determination Date immediately preceding such Distribution
Date;


 


(iii)                               whether, to the knowledge of the Servicer,
any Lien exists on any of the Series 2005-1 Collateral (other than
Permitted Liens);


 


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


 


(v)                                 whether any Amortization Event or Potential
Amortization Event with respect to the Series 2005-1 Notes has occurred;


 


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


 


(vii)                           the Series 2005-1 Non-Program Vehicle
Amount, the Series 2005-1 Non-Program Vehicle Percentage, the GM Vehicle
Amount, the Specified BBB-/Baa3 Amount, the Specified BBB-/Baa3 Vehicle
Percentage Excess and the GM Freeze Vehicle Percentage as of the last day of
the Related Month;


 


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


 


81

















 


(ix)                                the Series 2005-1 Required Enhancement
Incremental Amount, if any, as of the last day of the Related Month;


 


(x)                                   the Series 2005-1 Required Liquidity
Amount as of the as of the last day of the Related Month and whether the
Series 2005-1 Liquidity Amount is less than the Series 2005-1
Required Liquidity Amount as of the last day of the Related Month;


 


(xi)                                the Series 2005-1 Required Enhancement
Amount and whether a Series 2005-1 Enhancement Deficiency exists and the
amount thereof;


 


(xii)                             with respect to each Manufacturer, the
percentage of all Vehicles as of the end of the Related Month which were
Series 2005-1 Program Vehicles manufactured by such Manufacturer;


 


(xiii)                          with respect to each Manufacturer, the
percentage of all Vehicles as of the end of the Related Month which were
Series 2005-1 Non-Program Vehicles manufactured by such Manufacturer;


 


(xiv)                         the amount of any withdrawal from the
Series 2005-1 Reserve Account, the Series 2005-1 Cash Collateral
Account, any demand on the Series 2005-1 Demand Note or any drawing on any
Series 2005-1 Letter of Credit anticipated to be made on such Distribution
Date; and


 


(xv)                            the Class A-1/A-2 Carryover Controlled
Amortization Amount or the Class A-3/A-4 Carryover Controlled Amortization
Amount, if any, for the Related Month.


 


The
Trustee shall provide to the Series 2005-1 Noteholders, or their
designated agent, and the Surety Provider copies of each Monthly Noteholders’
Statement.


 


(b)                                 On an annual basis, commencing March 31,
2005, ARG shall furnish to the Trustee, with copies to the Surety Provider and
each Rating Agency, a report (the “Non-Program Vehicle Report”) of a
firm of nationally recognized independent public accountants (who may also
render other services to Vanguard and its affiliates and which is acceptable to
the Rating Agencies) to the effect that they have performed certain agreed upon
procedures (effective through December 31 of the preceding year),
specifically (i) compared the procedures related to the calculation of
Disposition Proceeds and Termination Payments obtained from the sale or other
disposition of Series 2005-1 Non-Program Vehicles (other than
Series 2005-1 Ineligible Program Vehicles and Casualties) sold or otherwise
disposed of during each Related Month to those procedures outlined in the
Related Documents and compared the results of such procedures to the
corresponding amounts set forth in the Monthly Noteholders’ Statement with
respect to the Series 2005-1 Notes, (ii) compared the procedures
related to the calculation of the Measurement Month Average and the Fair Market
Value Average for each month in such period to those procedures outlined in the
Related Documents and compared the results of such procedures with the corresponding
amounts set forth in the 


 


82

















 


Monthly Noteholders’
Statement with respect to the Series 2005-1 Notes and (iii) compared
the procedures related to the calculation of the Net Book Value and Fair Market
Value of the Series 2005-1 Non-Program Vehicles (other than
Series 2005-1 Ineligible Program Vehicles) for the Related Month to those
procedures outlined in the Related Documents and compared the results of such
procedures to the amounts set forth in the Monthly Noteholders’ Statement with
respect to the Series 2005-1 Notes, and that on the basis of such
comparisons referenced in (i), (ii) and (iii) (which comparisons
shall be provided as part of the Non-Program Vehicle Report) such
accountants are reporting that the procedures are in compliance with the
requirements of the Related Documents and the results of such procedures are in
agreement with the amounts set forth in the Monthly Noteholders’ Statement with
respect to the Series 2005-1 Notes, in each case except for such exception
as shall be set forth in such Non-Program Vehicle Report.


 


(c)                                  Promptly upon becoming aware of any Potential
Amortization Event, Amortization Event, Leasing Company Amortization Event,
Potential Leasing Company Amortization Event, Lease Event of Default or
Potential Lease Event of Default, ARG shall give the Surety Provider and the
Trustee notice thereof, together with a certificate of an Authorized Officer of
ARG setting forth the details thereof and any action with respect thereto taken
or contemplated to be taken by ARG. Promptly upon becoming aware of any claim
by any Person that any payment received by ARG under the Series 2005-1
Demand Note was a voidable preference under the United States Bankruptcy Code,
ARG shall give the Surety Provider and the Series 2005-1 Letter of Credit
Providers notice thereof.


 


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


 


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


 


Section 8.3                                      Issuances of Additional Series 2005-1
Notes.


 


(a)                                  From time to time on any Distribution Date
during the Series 2005-1 Revolving Period, ARG may, subject to the
conditions set forth in clause (b) below, issue Additional
Series 2005-1 Notes which will be identical in all respects to the other
Series 2005-1 Notes of the corresponding Class and will be equally
and ratably entitled to the benefits of the Indenture without preference,
priority or distinction. The initial principal amount of all Additional
Series 2005-1 Notes shall be allocated among the Series 2005-1 Notes
and the Series 2005-1 Invested Amount will be increased accordingly.


 


(b)                                 Additional Series 2005-1 Notes
may be issued only upon satisfaction of the following conditions:
(i) after giving effect to the issuance of such Additional
Series 2005-1 Notes, no Amortization Event or Potential Amortization Event
will exist, (ii) the Series 2005-1 Rating Agency Confirmation and
Consent Condition shall have been satisfied in respect of the issuance of such
Additional Series 2005-1 


 


83

















 


Notes, (iii) one or
more Series 2005-1 Interest Rate Hedges have been acquired from a
Qualified Interest Rate Hedge Provider in an aggregate initial notional amount
equal to the aggregate Invested Amount of the Additional Series 2005-1
Floating Rate Notes, with a strike rate equal to no more than 4.00% per annum
with respect to a Class A-2 Interest Rate Hedge and 4.25% per annum with
respect to a Class A-4 Interest Rate Hedge, (iv) the excess of the
principal amount of any Class of Additional Series 2005-1 Notes over
their issue price will not exceed the maximum amount permitted under the Code
without the creation of an original issue discount and (v) the Trustee
shall have received an opinion of counsel to the effect that (A) the
Additional Series 2005-1 Notes will be characterized as indebtedness of
ARG for federal income tax purposes, (B) the issuance of the Additional
Series 2005-1 Notes will not adversely affect the tax characterization of
the Series 2005-1 Notes, (C) the Additional Series 2005-1 Notes
shall be enforceable obligations of ARG and (D) all conditions precedent
to the issuance and authentication of such Additional Series 2005-1 Notes
have been complied with.


 


Section 8.4                                      Series 2005-1 Demand Note.


 


Other
than pursuant to a demand thereon pursuant to Section 2.5(b) or
(c) of this Series Supplement, ARG shall not reduce the amount
of the Series 2005-1 Demand Note or forgive amounts payable thereunder so
that the outstanding principal amount of the Series 2005-1 Demand Note
after such reduction or forgiveness is less than the greater of (i) the
sum of the Series 2005-1 Letter of Credit Liquidity Amount and
(ii) an amount equal to 0.50% of the Series 2005-1 Invested Amount
thereafter; provided, however that if ARG has first delivered to
the Trustee an Opinion of Counsel that reduction or forgiveness of amounts
owing under the Series 2005-1 Demand Note to an amount less than 0.50% of
the Series 2005-1 Invested Amount thereafter will not have an adverse
effect on the tax characterization of the Series 2005-1 Notes, ARG
may reduce the amount of the Series 2005-1 Demand Note or forgive
amounts payable thereunder to an amount less than 0.50% of the
Series 2005-1 Invested Amount, but equal to or greater than the
Series 2005-1 Letter of Credit Liquidity Amount. ARG shall not agree to
any amendment of the Series 2005-1 Demand Note without first satisfying
the Series 2005-1 Rating Agency Confirmation and Consent Condition.


 


Section 8.5                                      Disposition Agent Agreement.


 


Except
as otherwise provided in Section 13.20 of the Base Indenture, the Trustee
shall not, at the direction of the Requisite Investors, consent to or select
any successor Disposition Agent following the resignation, removal or
termination of the Disposition Agent prior to the satisfaction of the Series 2005-1
Rating Agency Confirmation Condition. Except as provided in Sections
13.20(c) and 13.20(d) of the Base Indenture, the Trustee, as a
Specified Beneficiary under the Disposition Agent Agreement, shall not at the
direction of the Requisite Investors consent to or select any successor
Disposition Agent, or consent to any alternative arrangement in lieu of
appointing a successor Disposition Agent following the resignation, removal or
termination of the Disposition Agent, unless (x) on any date on or prior to
March 20, 2006, the Series 2005-1 Rating Agency Confirmation and
Consent Condition shall have been satisfied with respect to such resignation,
removal or termination of the Disposition 


 


84

















 


Agent or (y) on any date
after March 20, 2006, the Series 2005-1 Rating Agency Confirmation
Condition shall have been satisfied with respect to such resignation, removal
or termination of the Disposition Agent.


 


Section 8.6                                      Exhibits.


 


The
following exhibits attached hereto supplement the exhibits included in the
Indenture:


 


	
  Exhibit A-1-1:

  	
   

  	
  Form of Restricted
  Global Class A-1 Note

  
	
  Exhibit A-1-2:

  	
   

  	
  Form of Restricted
  Global Class A-2 Note

  
	
  Exhibit A-1-3:

  	
   

  	
  Form of Restricted
  Global Class A-3 Note

  
	
  Exhibit A-1-4:

  	
   

  	
  Form of Restricted
  Global Class A-4 Note

  
	
  Exhibit A-2-1:

  	
   

  	
  Form of Temporary
  Global Class A-1 Note

  
	
  Exhibit A-2-2:

  	
   

  	
  Form of Temporary
  Global Class A-2 Note

  
	
  Exhibit A-2-3:

  	
   

  	
  Form of Temporary
  Global Class A-3 Note

  
	
  Exhibit A-2-4:

  	
   

  	
  Form of Temporary
  Global Class A-4 Note

  
	
  Exhibit A-3-1:

  	
   

  	
  Form of Permanent
  Global Class A-1 Note

  
	
  Exhibit A-3-2:

  	
   

  	
  Form of Permanent
  Global Class A-2 Note

  
	
  Exhibit A-3-3:

  	
   

  	
  Form of Permanent
  Global Class A-3 Note

  
	
  Exhibit A-3-4:

  	
   

  	
  Form of Permanent
  Global Class A-4 Note

  
	
  Exhibit B:

  	
   

  	
  Form of Series 2005-1
  Demand Note

  
	
  Exhibit C-l:

  	
   

  	
  Series 2005-1
  Eligible Non-Program Manufacturers

  
	
  Exhibit C-2:

  	
   

  	
  Series 2005-1
  Eligible Program Manufacturers

  
	
  Exhibit D:

  	
   

  	
  Form of
  Series 2005-1 Letter of Credit

  
	
  Exhibit E:

  	
   

  	
  Form of Lease Payment
  Deficit Notice

  
	
  Exhibit F:

  	
   

  	
  [Reserved]

  
	
  Exhibit G:

  	
   

  	
  Form of Monthly
  Noteholders’ Statements

  
	
  Exhibit H:

  	
   

  	
  Form of
  Series 2005-1 Interest Rate Hedge

  
	
  Exhibit I:

  	
   

  	
  [Reserved]

  
	
  Exhibit J:

  	
   

  	
  [Reserved]

  



 


Section 8.7                                      Ratification of Base Indenture.


 


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


 


Section 8.8                                      Notice to Surety Provider, the Series 2005-1
Interest Rate Hedge Provider and Rating Agencies.


 


The
Trustee shall provide to the Surety Provider, the Series 2005-1 Interest
Rate Hedge Provider and each Rating Agency a copy of each notice, opinion of
counsel, and Officer’s Certificate delivered to, the Trustee pursuant to this
Series Supplement or any other Related Document. Each such opinion of
counsel shall be addressed to the Surety Provider, shall be from counsel
reasonably acceptable to the Surety Provider and shall be in form and
substance reasonably acceptable to the Surety 


 


85

















 


Provider. The Trustee shall
provide to the Surety Provider, the Series 2005-1 Interest Rate Hedge
Provider and each Rating Agency a copy of each notice, opinion of counsel, and
Officer’s Certificate delivered to the Trustee, as the registered holder of the
Leasing Company Notes, pursuant to the Leasing Company Related Documents. All
such notices, opinions, certificates or other items to be delivered to the
Surety Provider shall be forwarded to MBIA Insurance Corporation, 1325 Avenue
of the Americas,  New York, New York
10019 Attention: Risk Management:  (212)
581-3268, confirmation:  (212) 974-0100.


 


Section 8.9                                      Surety Provider Deemed Noteholder and Secured
Party.


 


Except
for any period during which a Surety Default is continuing, the Surety Provider
shall be deemed to be the holder of 100% of the Series 2005-1 Notes for
the purposes of giving any consents, waivers, approvals, instructions,
directions, declarations, notices and/or taking any other action pursuant to
the Base Indenture, this Series Supplement and the other Related
Documents. Any reference in the Base Indenture or the Related Documents to
materially, adversely, or detrimentally affecting the rights or interests of
the Noteholders, or words of similar meaning, shall be deemed, for purposes of
the Series 2005-1 Notes, to refer to the rights or interests of the Surety
Provider. In addition, the Surety Provider shall constitute an “Enhancement
Provider” with respect to the Series 2005-1 Notes for all purposes under
the Base Indenture and the other Related Documents  and the Insurance Agreement shall constitute
an “Enhancement Agreement” with respect to the Series 2005-1 Notes for all
purposes under the Base Indenture and the other Related Documents. Furthermore,
the Surety Provider shall be deemed to be a “Secured Party” under the Base
Indenture and the Related Documents to the extent of amounts payable to the
Surety Provider pursuant to this Series Supplement.


 


Section 8.10                                Third Party Beneficiary.


 


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


 


Section 8.11                                Prior Notice by Trustee to Surety Provider.


 


Subject
to Section 10.1 of the Base Indenture, the Trustee agrees that so long as
no Amortization Event shall have occurred and be continuing with respect to any
Series of Notes, other than the Series 2005-1 Notes, it shall not exercise
any rights or remedies available to it as a result of the occurrence of an
Amortization Event with respect to the Series 2005-1 Notes (except those
set forth in clauses (j) and (k) of Article III of
this Series Supplement) until after the Trustee has given prior written
notice thereof to the Surety Provider and obtained the direction of the
Required Noteholders. The Trustee agrees to notify the Surety Provider promptly
following any exercise of rights or remedies available to it as a result of the
occurrence of an Amortization Event with respect to the Series 2005-1
Notes.


 


86

















 


Section 8.12                                Subrogation.


 


(a)                                  In furtherance of and not in limitation of
the Surety Provider’s equitable right of subrogation, each of the Trustee and
ARG acknowledge that, to the extent of any payment made by the Surety Provider
under the Surety Bond with respect to interest on or principal of the
Series 2005-1 Notes (including any Preference Amount), the Surety Provider
is to be fully subrogated to the extent of such payment and any additional
interest due on any late payment, to the rights of the Series 2005-1
Noteholders under the Indenture. Each of ARG and the Trustee agree to such
subrogation and, further, agree to take such actions as the Surety Provider
may reasonably request to evidence such subrogation.


 


(b)                                 In the event that (x) amounts are withdrawn
from the Series 2005-1 Cash Collateral Account pursuant to Section 2.8(j)
and paid to the Surety Provider with respect to a Preference Amount (as defined
in the Surety Bond) paid by the Surety Provider under the Surety Bond and (y)
the Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts payable under the Insurance Agreement and the
Surety Provider has no further obligations in respect of the Surety Bond, the
Surety Provider acknowledges that, to the extent of such withdrawal from the
Series 2005-1 Cash Collateral Account and payment to the Surety Provider,
the Series 2005-1 Letter of Credit Providers, if any, are to be fully
subrogated to the extent of such payment to the Surety Provider, to the Surety
Provider’s equitable subrogation rights described in Section 8.12(a) above.
By accepting payment of amounts withdrawn from the Series 2005-1 Cash
Collateral Account, the Surety Provider agrees to such subrogation and,
further, agrees to take such actions at the expense of the Series 2005-1
Letter of Credit Providers, if any, as such Series 2005-1 Letter of Credit
Providers may reasonably request to evidence such subrogation.


 


Section 8.13                                Counterparts.


 


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


 


Section 8.14                                Governing Law.


 


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


 


Section 8.15                                Amendments.


 


This
Series Supplement may be modified or amended from time to time in
accordance with the terms of the Base Indenture and, accordingly, any such
modification or amendment shall require the prior written consent of the Surety
Provider (so long as a Surety Default has not occurred and is continuing); provided
that any modification or amendment of Section 2.12 of this
Series Supplement also shall require the prior written consent of the
Series 2005-1 Initial Interest Rate Hedge Provider for so long as no 


 


87

















 


payment default by the
Series 2005-1 Initial Interest Rate Hedge Provider has occurred and is
continuing under any of the Series 2005-1 Initial Interest Rate Hedge
Provider Hedges.


 


Section 8.16                                Security Interest Opinion.


 


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


 


Section 8.17                                Agreements Relating to LKE Program.


 


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


 


(i)                                     any assignment, modification or amendment of
or waiver under the Escrow Agreement or the Master Exchange Agreement;


 


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


 


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


 


(iv)                              if at any time, there has occurred an LKE
Reallocation Trigger Event which is continuing as a result of (x) an Event of
Bankruptcy with respect to the Intermediary or (y) a QI Parent Downgrade Event
occurring and continuing through 45 consecutive days and at such time JPMorgan
Chase Bank, N.A. (or any entity that is a successor to  JPMorgan Chase Bank, N.A. as the ultimate
parent of the Intermediary) does not have a short-term 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 “A3” from 


 


88

















 


Moody’s and at least “A-”
from S&P, implementation of any of the alternative arrangements relating to
the Intermediary which are permitted under clause (b) of the defined term
“LKE Reallocation Trigger Event” following the occurrence of such LKE
Reallocation Trigger Event.


 


(b)                                 In addition, for so long as no Surety Default
shall have occurred and be continuing, ARG will not agree or consent to
correcting, amending or supplementing the Indenture or the Alamo Leasing
Indenture in connection with the adoption, amendment or implementation of, or
any change in the interpretation, administration or application of, the Code or
the treasury regulations promulgated thereunder (and any applicable
corresponding provisions of state tax legislation) unless (i) such action
does not adversely affect in any material respect the interests of any
Series 2005-1 Noteholders, as evidenced by an Opinion of Counsel (which
Opinion of Counsel may rely as to factual matters upon Officer’s
Certificates of ARG and other parties) or (ii) the Surety Provider shall
have consented to such correction, amendment or supplement.


 


89

















 


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


 


	
   

  	
  ARG FUNDING CORP.

  	 

	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill Gordon

  	 

	
   

  	
   

  	
  Name:Jill Gordon

  	 

	
   

  	
   

  	
  Title:Vice President

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  	 

	
   

  	
   

  	
  not in its individual
  capacity but solely

  	 

	 
	
   

  	
   

  	
  as Trustee

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John Bobko

  	 

	
   

  	
   

  	
  Name:John Bobko

  	 

	
   

  	
   

  	
  Title:Vice President