EXHIBIT 4.9


 


EXECUTION COPY


 


ARG FUNDING CORP.,


as Issuer


and


THE BANK OF NEW YORK,


as Trustee


AMENDED AND RESTATED SERIES 2005-2
SUPPLEMENT


dated as of April 13, 2006


to


FOURTH AMENDED AND RESTATED BASE
INDENTURE


dated as of
April 13, 2006


$218,000,000
Series 2005-2 4.54% Rental Car Asset Backed Notes, Class A-1

$395,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class
A-2

$320,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class
A-3

$167,000,000 Series 2005-2 4.84% Rental Car Asset Backed Notes, Class A-4

$400,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class
A-5

















TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  SERIES 2005-2
  ALLOCATIONS

  	
   

  	
  38

  
	
  Section 2.1

  	
   

  	
  Establishment and
  Administration of Series 2005-2 Collection Account, Series 2005-2 Accrued
  Interest Account and Series 2005-2 Excess Collection Account

  	
   

  	
  38

  
	
  Section 2.2

  	
   

  	
  Allocations with
  Respect to the Series 2005-2 Notes

  	
   

  	
  42

  
	
  Section 2.3

  	
   

  	
  Distribution
  Dates

  	
   

  	
  47

  
	
  Section 2.4

  	
   

  	
  Payment of Note
  Interest, Surety Provider Fee, Surety Provider Reimbursement Amounts and
  Series 2005-2 Interest Rate Hedge Premium

  	
   

  	
  50

  
	
  Section 2.5

  	
   

  	
  Payment of Note
  Principal

  	
   

  	
  50

  
	
  Section 2.6

  	
   

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

  	
   

  	
  55

  
	
  Section 2.7

  	
   

  	
  Series 2005-2
  Reserve Account

  	
   

  	
  55

  
	
  Section 2.8

  	
   

  	
  Series 2005-2
  Letters of Credit and Series 2005-2 Cash Collateral Account

  	
   

  	
  58

  
	
  Section 2.9

  	
   

  	
  Series 2005-2
  Distribution Account

  	
   

  	
  62

  
	
  Section 2.10

  	
   

  	
  Series 2005-2
  Demand Note and each Series 2005-2 Interest Rate Hedge Constitutes Additional
  Collateral for Series 2005-2 Notes

  	
   

  	
  64

  
	
  Section 2.11

  	
   

  	
  Series 2005-2
  Interest Rate Hedges

  	
   

  	
  65

  
	
  Section 2.12

  	
   

  	
  Series 2005-2
  Interest Rate Hedge Collateral Account

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  AMORTIZATION
  EVENTS

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  [RESERVED]

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  [RESERVED]

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  FORM OF SERIES
  2005-2 NOTES

  	
   

  	
  72

  
	
  Section 6.1

  	
   

  	
  Restricted
  Global Series 2005-2 Notes

  	
   

  	
  72

  
	
  Section 6.2

  	
   

  	
  Temporary Global
  Series 2005-2 Notes; Permanent Global Series 2005-2 Notes

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  TERMINATION OF
  SERIES SUPPLEMENT

  	
   

  	
  73

  
	
  Section 7.1

  	
   

  	
  Termination of
  Series Supplement

  	
   

  	
  73

  
	
  Section 7.2

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  GENERAL

  	
   

  	
  75

  



 


i

















 


	
  Section 8.1

  	
   

  	
  Optional
  Repurchase of Series 2005-2 Notes

  	
   

  	
  75

  
	
  Section 8.2

  	
   

  	
  Information

  	
   

  	
  75

  
	
  Section 8.3

  	
   

  	
  Issuances of
  Additional Series 2005-2 Notes

  	
   

  	
  78

  
	
  Section 8.4

  	
   

  	
  Series 2005-2
  Demand Note

  	
   

  	
  79

  
	
  Section 8.5

  	
   

  	
  Disposition
  Agent Agreement

  	
   

  	
  79

  
	
  Section 8.6

  	
   

  	
  Exhibits

  	
   

  	
  79

  
	
  Section 8.7

  	
   

  	
  Ratification of
  Base Indenture

  	
   

  	
  80

  
	
  Section 8.8

  	
   

  	
  Notice to Surety
  Provider, the Series 2005-2 Interest Rate Hedge Provider and Rating Agencies.

  	
   

  	
  80

  
	
  Section 8.9

  	
   

  	
  Surety Provider
  Deemed Noteholder and Secured Party

  	
   

  	
  81

  
	
  Section 8.10

  	
   

  	
  Third Party
  Beneficiary

  	
   

  	
  81

  
	
  Section 8.11

  	
   

  	
  Prior Notice by
  Trustee to Surety Provider

  	
   

  	
  81

  
	
  Section 8.12

  	
   

  	
  Subrogation

  	
   

  	
  81

  
	
  Section 8.13

  	
   

  	
  Counterparts

  	
   

  	
  82

  
	
  Section 8.14

  	
   

  	
  Governing Law

  	
   

  	
  82

  
	
  Section 8.15

  	
   

  	
  Amendments

  	
   

  	
  82

  
	
  Section 8.16

  	
   

  	
  Security
  Interest Opinion

  	
   

  	
  83

  
	
  Section 8.17

  	
   

  	
  Agreements
  Relating to LKE Program.

  	
   

  	
  83

  
	
  Section 8.18

  	
   

  	
  Agreement of
  Series 2005-2 Noteholders

  	
   

  	
  84

  
	
  Section 8.19

  	
   

  	
  Effectiveness of
  Amendment and Restatement

  	
   

  	
  84

  



 


 


ii

















 


                                AMENDED AND
RESTATED SERIES 2005-2 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 Series 2005-2 Supplement, dated as of March 4, 2005 (as amended to
date, the “Existing Series 2005-2 Supplement”);


WHEREAS, Section 8.15 of the
Existing Series 2005-2 Supplement permits the Existing Series 2005-2 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 2005-2 Supplement; and


WHEREAS, the parties hereto
desire to amend and restate the Existing Series 2005-2 Supplement in its
entirety.


NOW, THEREFORE, the parties
hereto agree 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 2005-2 Rental
Car Asset Backed Notes”.  The Series 2005-2 Notes (as defined
herein) shall be issued in five classes: 
(i) the first of which shall be designated as the Series 2005-2 4.54%
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 2005-2
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 2005-2
Floating Rate Rental Car Asset Backed Notes, Class  A-3, and referred to herein as the “Class A-3
Notes”, (iv) the fourth of which shall be designated as the Series 2005-2 4.84%
Rental Car Asset Backed Notes, Class A-4, and referred to herein as the “Class
A-4 Notes” and (v) the fifth of which shall be designated as the Series 2005-2
Floating Rate Rental Car Asset Backed Notes, Class A-5, and referred to herein
as the 


 

















 


“Class A-5 Notes”. 
The Class A-1 Notes, the Class 
A-2 Notes, the Class  A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes are collectively referred to herein
as the “Series 2005-2 Notes”.


The Series 2005-2
Notes shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof.


The net proceeds from the sale
of the Series 2005-2 Notes shall be deposited in the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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 2005-2 Notes and not to any other Series of Notes issued by
ARG.  All references herein to the “Series
2005-2 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 2005-2 Adjusted Invested Amount” definition shall be
used in lieu of the “Series 2005-2 Invested Amount” definition.


(b)   The following words and phrases shall have
the following meanings with respect to the Series 2005-2 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:


 


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


“Additional Class A-5 Notes”
means any additional Class A-5 Notes issued or proposed to be issued after the
Series 2005-2 Closing Date in accordance with Section 8.3 of this Series Supplement.


“Additional Series 2005-2
Floating Rate Notes” means, collectively, the Additional Class A-2 Notes,
the Additional Class A-3 Notes and the Additional Class A-5 Notes.


“Additional Series 2005-2
Notes” means, collectively, the Additional Class A-1 Notes, the Additional
Class A-2 Notes, the Additional Class A-3 Notes, the Additional Class A-4 Notes
and the Additional Class A-5 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 2005-2 Collection Account and available for reduction of the Series 2005-2 Invested
Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 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 2005-2 Letter of
Credit.


“Certificate of Termination
Date Demand” means a certificate in the form of Annex D to a Series
2005-2 Letter of Credit.


 


3

















 


“Certificate of Termination
Demand” means a certificate in the form of Annex C to a Series
2005-2 Letter of Credit.


“Certificate of Unpaid Demand
Note Demand” means a certificate in the form of Annex B to a Series
2005-2 Letter of Credit.


“Class A-1 Adjusted Periodic
Interest” means, (a) for the initial Distribution Date, $522,352.22 and (b)
for any other Distribution Date with respect to the Class A-1 Notes, the sum of
(i) for the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Deficiency
Amounts).


“Class A-1 Initial Invested
Amount” means the aggregate initial principal amount of the Class A-1
Notes, which is $218,000,000.


“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 4.54% 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 2005-2 4.54% 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 2005-2 Interest Period, an amount
equal to the product of (i) the Class A-1 Note Rate, (ii) 


 


4

















 


the Class A-1 Initial Invested
Amount and (iii) 19/360 and (b) any other Series 2005-2 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 2005-2 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 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, $102,166,666.66 and (ii) with
respect to the Related Month immediately preceding the Class A-1/A-2 Expected
Final Distribution Date, $102,166,666.70.


“Class A-1/A-2 Controlled
Amortization Period” means the period commencing at the close of business
on October 31, 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 2005-2 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 May 2008 Distribution Date.


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


“Class A-2 Adjusted Periodic
Interest” means (a) for the initial Distribution Date, $619,162.50 and (b)
for any other Distribution Date with respect to the Class A-2 Notes, the sum of
(i) for the Series 2005-2 Interest Period ending on the day preceding such
Distribution Date, an amount equal to the product of (l) the Class A-2 


 


5

















 


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 2005-2
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 2005-2 Deficiency Amounts).


“Class A-2 Initial Invested
Amount” means the aggregate initial principal amount of the Class A-2
Notes, which is $395,000,000.


“Class A-2 Interest Rate Hedge” means initially the rate hedge
transaction agreement, dated as of March 29, 2005, between ARG and the Series
2005-2 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
2005-2 Rating Agency Confirmation and Consent Condition, in each case with a
strike rate equal to no more than 4.50% 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 2005-2 Interest Period, 2.97% per
annum and (ii) with respect to each Series 2005-2 Interest Period thereafter, a
rate per annum equal to LIBOR for such Series 2005-2 Interest Period plus 0.11%
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 2005-2 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.


 


6

















 


“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, $506,666.67 and (b)
for any other Distribution Date with respect to the Class A-3 Notes, the sum of
(i) for the Series 2005-2 Interest Period ending on the day preceding such
Distribution Date, an amount equal to the product of (l) the Class A-3 Note
Rate for such Interest Period, (2) the Class A-3 Outstanding Principal Amount
on the first day of such Interest Period and (3) a fraction, the numerator of
which is the number of days in such Interest Period and the denominator of
which is 360 and (ii) an amount equal to the amount of any unpaid Series 2005-2
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 2005-2 Deficiency Amounts).


“Class A-3 Carryover Controlled Amortization Amount”
means, with respect to the Class A-3 Notes
for any Related Month during the Class A-3 Controlled Amortization Period, the
amount, if any, by which the portion of the Monthly Total Principal Allocation
paid to the Class A-3 Notes for the previous Related Month was less than the
Class A-3 Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Class A-3 Controlled
Amortization Period, the Class A-3 Carryover Controlled Amortization Amount
shall be zero.


“Class A-3 Controlled Amortization Amount”
means (i) with respect to any Related Month during the Class A-3 Controlled
Amortization Period other than the Related Month immediately preceding the
Class A-3 Expected Final Distribution Date, $53,333,333.33 and (ii) with
respect to the Related Month immediately preceding the Class A-3 Expected Final
Distribution Date, $53,333,333.35.


“Class A-3 Controlled
Amortization Period” means the period commencing at the close of business
on October 31, 2008 (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-3 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 2005-2 Rapid Amortization Period.


 


7

















 


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


“Class A-3 Expected Final
Distribution Date” means the May 2009 Distribution Date.


“Class A-3 Final Distribution
Date” means the May 2010 Distribution Date.


“Class A-3 Initial Invested
Amount” means the aggregate initial principal amount of the Class A-3
Notes, which is $320,000,000.


“Class A-3 Interest Rate Hedge” means initially the rate hedge
transaction agreement, dated as of March 29, 2005, between ARG and the Series
2005-2 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 2005-2 Rating Agency Confirmation and
Consent Condition, in each case with a strike rate equal to no more than 4.50%
per annum and an aggregate notional amount equal to at least the Class A-3
Invested Amount.


“Class A-3 Interest Rate
Hedge Provider” means a provider of a Class A-3 Interest Rate Hedge.


“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,
(i) with respect to the initial Series 2005-2 Interest Period, 3.00% per annum
and (ii) with respect to each Series 2005-2 Interest Period thereafter, a rate
per annum equal to LIBOR for such Series 2005-2 Interest Period plus 0.14% 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 2005-2 Floating Rate 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 


 


8

















 


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


“Class A-4 Adjusted Periodic
Interest” means, (a) for the initial Distribution Date, $426,592.22 and (b) for any
other Distribution Date with respect to the Class A-4 Notes, the sum of
(i) for the Series 2005-2 Interest Period ending on the day preceding such
Distribution Date, an amount equal to the product of (1) one-twelfth
of the Class A-4 Note Rate and (2) the Class A-4 Outstanding Principal Amount
on the first day of such Series 2005-2 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 2005-2 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 2005-2 Deficiency
Amounts).


“Class A-4 Initial Invested Amount”
means the aggregate initial principal amount of the Class A-4 Notes, which is
$167,000,000.


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


“Class A-4 Note Rate”
means 4.84% 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 2005-2 4.84% 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.


 


9

















 


“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 (a) the initial Series 2005-2 Interest Period, an amount
equal to the product of (i) the Class A-4 Note Rate, (ii) the Class A-4 Initial
Invested Amount and (iii) 19/360 and (b) any other Series 2005-2 Interest
Period for the Class A-4 Notes, an amount equal to the product of (i) one-twelfth
of the Class A-4 Note Rate and (ii) the Class A-4 Invested Amount on the first
day of such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such date.


“Class A-4/A-5 Carryover Controlled Amortization
Amount” means, with respect to the
Class A-4 Notes and the Class A-5 Notes for any Related Month during the Class
A-4/A-5 Controlled Amortization Period, the amount, if any, by which the
portion of the Monthly Total Principal Allocation paid to the Class A-4 Notes
and the Class A-5 Notes for the previous Related Month was less than the Class
A-4/A-5 Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Class A-4/A-5
Controlled Amortization Period, the Class A-4/A-5 Carryover Controlled
Amortization Amount shall be zero.


“Class A-4/A-5 Controlled Amortization Amount”
means with respect to each Related Month during the Class A-4/A-5 Controlled
Amortization Period $94,500,000.00.


“Class A-4/A-5 Controlled Amortization
Period” means the period commencing at the close of business on October 31,
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-4 Notes and the Class A-5 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 2005-2 Rapid Amortization Period.


“Class A-4/A-5 Controlled Distribution Amount”
means, with respect to (i) any Related Month during the Class A-4/A-5
Controlled Amortization Period, an amount equal to the sum of the Class A-4/A-5
Controlled Amortization Amount and any Class A-4/A-5 Carryover Controlled
Amortization Amount for such Related Month and (ii) any other Related Month,
zero (0).


“Class A-4/A-5 Expected Final
Distribution Date” means the May 2010 Distribution Date.


“Class A-4/A-5 Final
Distribution Date” means the May 2011 Distribution Date.


 


10

















 


“Class A-5 Adjusted Periodic
Interest” means (a) for the initial Distribution Date, $637,555.56 and (b)
for any other Distribution Date with respect to the Class A-5 Notes, the sum of
(i) for the Series 2005-2 Interest Period ending on the day preceding such
Distribution Date, an amount equal to the product of (l) the Class A-5 Note
Rate for such Interest Period, (2) the Class A-5 Outstanding Principal Amount
on the first day of such Interest Period and (3) a fraction, the numerator of
which is the number of days in such Interest Period and the denominator of
which is 360 and (ii) an amount equal to the amount of any unpaid Series 2005-2
Deficiency Amounts with respect to the Class A-5 Notes, as of the preceding
Distribution Date with respect to such Class A-5 Notes (together with any
accrued interest on such Series 2005-2 Deficiency Amounts).


“Class A-5 Initial Invested
Amount” means the aggregate initial principal amount of the Class A-5
Notes, which is $400,000,000.


“Class A-5 Interest Rate Hedge” means initially the rate hedge
transaction agreement, dated as of March 29, 2005, between ARG and the Series
2005-2 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 2005-2 Rating Agency Confirmation and Consent
Condition, in each case with a strike rate equal to no more than 4.50% per
annum and an aggregate notional amount equal to at least the Class A-5 Invested
Amount.


“Class A-5 Interest Rate
Hedge Provider” means a provider of a Class A-5 Interest Rate Hedge.


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


“Class A-5 Note Rate”
means, (i) with respect to the initial Series 2005-2 Interest Period, 3.02% per
annum and (ii) with respect to each Series 2005-2 Interest Period thereafter, a
rate per annum equal to LIBOR for such Series 2005-2 Interest Period plus 0.16%
per annum.


“Class A-5 Noteholder” means the person in
whose name a Class A-5 Note is registered in the Note Register.


“Class A-5 Notes” means
any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class
A-5, executed by ARG and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1-5 hereto.  Definitive Class 


 


11

















 


A-5 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.18 of the Base Indenture.


“Class A-5 Outstanding
Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class A-5 Initial Invested Amount minus (b) the amount of principal payments made to
the Class A-5 Noteholders on or prior to such date plus (c) the aggregate principal amount of Additional Class A-5 Notes
issued on or prior to such date.


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


“Class Invested Amount” means, with respect to
the Series 2005-2 Notes of any Class, the Class A-1 Invested Amount, the Class
A-2 Invested Amount, the Class A-3 Invested Amount, the Class A-4 Invested
Amount and the Class A-5 Invested Amount, as applicable.


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


“Disposition Proceeds”
means the net proceeds (other than (i) the portion of the Repurchase Price
payable by the Manufacturer pursuant to a Manufacturer Program or (ii) with
respect to Series 2005-2 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 2005-2 Notes of
any class, the Class A-1/A-2 Expected Final Distribution Date, the Class A-3
Expected Final Distribution Date or the Class A-4/A-5 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
2005-2 


 


12

















 


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 2005-2 Non-Program Vehicle (including, for the avoidance
of doubt, any Series 2005-2 Non-Program Vehicle that was a Series 2005-2
Program Vehicle but was redesignated as a Series 2005-2 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 2005-2 Non-Program Vehicle is designated as a Series 2005-2 Non-Program
Vehicle, but excluding Series 2005-2 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 2005-2 Non-Program Vehicle (including, for the
avoidance of doubt, any Series 2005-2 Non-Program Vehicle that was a Series
2005-2 Program Vehicle but was redesignated as a Series 2005-2 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 2005-2 Non-Program Vehicle is designated as a Series 2005-2
Non-Program Vehicle, but excluding Series 2005-2 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 2005-2 Program Vehicle that was redesignated as a
Series 2005-2 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
2005-2 Non-Program Vehicle when such Series 2005-2 Non-Program Vehicle was
redesignated in accordance with the provisions of the applicable Lease.


“Final Distribution Date”
means with respect to the Series 2005-2 Notes of any class, the Class A-1/A-2
Final Distribution Date, the Class A-3 Final Distribution Date or the Class
A-4/A-5 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” 


 


13

















 


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.


“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 April 1, 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
2005-2 Outstanding Principal Amount
measured as of such Distribution Date over (ii) the sum on such Distribution
Date of (A) the Series 2005-2 Aggregate Asset Amount, (B) the amount of cash
and Permitted Investments on deposit in the Series 2005-2 Excess Collection
Account, (C) the Series 2005-2 Available Reserve Account Amount, (D) the Series
2005-2 Letter of 


 


14

















 


Credit Amount and (E) the amount
on deposit in the Series 2005-2 Distribution Account and allocated to effect a
redemption of the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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 2005-2 Interest Period 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 2005-2 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
2005-2 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 2005-2 Interest Period will be the same
as “LIBOR” for the immediately preceding Series 2005-2 Interest Period.


“LIBOR Determination Date”
means, with respect to any Series 2005-2 Interest Period, the second London
Banking Day preceding the first day of such Series 2005-2 Interest Period.


 


15

















 


“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 2005-2 Non-Program Vehicles (including, for the avoidance of doubt, any Series
2005-2 Non-Program Vehicle that was a Series 2005-2 Program Vehicle but was
redesignated as a Series 2005-2 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 2005-2 Non-Program
Vehicle is designated as a Series 2005-2 Non-Program Vehicle, and excluding
Series 2005-2 Ineligible Program Vehicles) that constitute one twelfth
of the number of the Series 2005-2 Non-Program Vehicles (including, for the avoidance of doubt, any Series
2005-2 Non-Program Vehicle that was a Series 2005-2 Program Vehicle but was
redesignated as a Series 2005-2 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 2005-2 Non-Program Vehicle
is designated as a Series 2005-2 Non-Program Vehicle, and excluding Series
2005-2 Ineligible Program Vehicles) as of the last day of such calendar
month or consecutive calendar months and (y) 500, and (b) 2,000 Series 2005-2
Non-Program Vehicles (including, for the
avoidance of doubt, any Series 2005-2 Non-Program Vehicle that was a Series
2005-2 Program Vehicle but was redesignated as a Series 2005-2 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 2005-2 Non-Program Vehicle is designated as a Series 2005-2 Non-Program
Vehicle, and excluding Series 2005-2 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 2005-2 Non-Program Vehicles (including, for the avoidance of doubt, any
Series 2005-2 Non-Program Vehicle that was a Series 2005-2 Program Vehicle but
was redesignated as a Series 2005-2 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 2005-2 Non-Program
Vehicle is 


 


16

















 


designated as a Series 2005-2
Non-Program Vehicle, and excluding Series 2005-2 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 2005-2
Non-Program Vehicles (including, for the avoidance of doubt, any Series 2005-2
Non-Program Vehicle that was a Series 2005-2 Program Vehicle but was
redesignated as a Series 2005-2 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 2005-2 Non-Program
Vehicle is designated as a Series 2005-2 Non-Program Vehicle, and excluding
Series 2005-2 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 2005-2 Program Vehicle that was
redesignated as a Series 2005-2 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 2005-2 Non-Program Vehicle when such Series 2005-2 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 2005-2 Principal Allocations with
respect to such Related Month and any amounts deposited in the Series 2005-2
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.


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


“Note Rate” means, with
respect to the Series 2005-2 Notes of any class, the Class A-1 Note Rate, the
Class A-2 Note Rate, the Class A-3 Note Rate, the Class A-4 Note Rate or the
Class A-5 Note Rate, as applicable.


“Outstanding” means with
respect to the Series 2005-2 Notes, all Series 2005-2 Notes theretofore
authenticated and delivered under the Indenture, except (a) Series
2005-2 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 2005-2 Notes which have not been presented for payment
but funds for the payment of which are on deposit in the Series 2005-2
Distribution Account and are available for payment of such Series 2005-2 Notes,
and Series 2005-2 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture or (c) Series 2005-2 Notes 


 


17

















 


in exchange for or in lieu of
other Series 2005-2 Notes which have been authenticated and delivered pursuant
to the Indenture unless proof satisfactory to the Trustee is presented that any
such Series 2005-2 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 Class A-5 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 2005-2 Demand Note included in
the Series 2005-2 Demand Note Payment Amount as of the Series 2005-2 Letter of
Credit Termination Date that were paid by Vanguard more than one year before
such date of determination; provided, however, that if an Event
of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to Vanguard occurs during such one year period, (x) the
Pre-Preference Period Demand Note Payments as of any date during the period
from and including the date of the occurrence of such Event of Bankruptcy to
and including the conclusion or dismissal of the proceedings giving rise to
such Event of Bankruptcy without continuing jurisdiction by the court in such
proceedings shall equal the Pre-Preference Period Demand Note Payments as of
the date of such occurrence and (y) the Pre-Preference Period Demand Note
Payments as of any date after the conclusion or dismissal of such proceedings
shall equal the Series 2005-2 Demand Note Payment Amount as of the date of the
conclusion or dismissal of such proceedings.


 


18

















 


“Principal Deficit Amount”
means, with respect to any Distribution Date, the excess, if any, of (i) the
Series 2005-2 Adjusted Invested Amount on such Distribution Date, over (ii) the
Series 2005-2 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 2005-2 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 2005-2 Adjusted Invested Amount on such date over (y) the sum of
(1) the Series 2005-2 Aggregate Asset Amount on such date and (2) the lesser of
(a) the Series 2005-2 Liquidity Amount on such date and (b) the Series 2005-2
Required Liquidity Amount on such date.


“Pro Rata Share” means,
with respect to any Series 2005-2 Letter of Credit Provider as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the available
amount under such Series 2005-2 Letter of Credit Provider’s Series 2005-2
Letter of Credit as of such date by (B) an amount equal to the aggregate
available amount under all Series 2005-2 Letters of Credit, as of such date; provided,
that only for purposes of calculating the Pro Rata Share with respect to any
Series 2005-2 Letter of Credit Provider as of any date, if such Series 2005-2
Letter of Credit Provider has not complied with its obligation to pay the
Trustee the amount of any draw under its Series 2005-2 Letter of Credit made
prior to such date, the available amount under such Series 2005-2 Letter of
Credit Provider’s Series 2005-2 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 2005-2 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 2005-2 Letter of Credit).


“Qualified Interest Rate Hedge Provider” means
a Series 2005-2 Interest Rate Hedge Provider that (A) has, or has all of its
obligations under its Series 2005-2 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
2005-2 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.


“Rating Agencies” means,
with respect to the Series 2005-2 Notes, Standard & Poor’s, Moody’s and any
other nationally recognized rating agency rating the Series 2005-2 Notes at the
request of ARG.


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


 


19

















 


“Required Noteholders”
means, with respect to the Series 2005-2 Notes, subject to Section 8.9
of this Series Supplement, and on any date of determination, means Series
2005-2 Noteholders holding more than 50% of the Series 2005-2 Invested Amount
(excluding any Series 2005-2 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 Class A-5
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 2005-2 Accounts”
has the meaning specified in Section 2.6 of this Series Supplement.


“Series 2005-2 Accrued
Amounts” means, on any date of determination, the sum of (i) accrued and unpaid
interest payable on the Series 2005-2 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 2005-2 Interest Rate Hedge as of such date and (v) the product of (A) the Carrying Charges payable on such date and
(B) the Series 2005-2 Percentage as of the immediately preceding Determination
Date.


“Series 2005-2 Accrued
Interest Account” has the meaning specified in Section 2.1(b) of
this Series Supplement.


“Series 2005-2 Additional
Account Collateral” has the meaning specified in Section 2.1(g) of
this Series Supplement.


“Series 2005-2 Adjusted Invested Amount” means,
as of any date of determination, the excess, if any, of (A) the Series 2005-2
Invested Amount as of such date over (B) the sum of (1) the amount of cash and
Permitted Investments on deposit in the Series 2005-2 Excess Collection Account
and (2) the amount of cash and Permitted 


 


20

















 


Investments on deposit in the Series 2005-2 Collection
Account and available for reduction of the Series 2005-2 Invested Amount, in
each case, as of such date.


“Series 2005-2 Adjusted
Periodic Interest” means the Class A-1 Adjusted Periodic Interest, the
Class A-2 Adjusted Periodic Interest, the Class A-3 Adjusted Periodic Interest,
the Class A-4 Adjusted Periodic Interest or the Class A-5 Adjusted Periodic
Interest, as applicable.


“Series 2005-2 Aggregate
Asset Amount” means, as of any date of determination, the product of (a)
the Series 2005-2 Invested Percentage (with respect to principal) as of such
date and (b) the Aggregate Asset Amount as of such date.


“Series 2005-2 Aggregate Asset Percentage”
means, as of any date of determination, the percentage equivalent of a
fraction, the numerator of which is the Series 2005-2 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 2005-2 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 2005-2
Program Vehicles and Series 2005-2 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 2005-2 Program Vehicles or Series 2005-2 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 


 


21

















 


to such Eligible Vehicles due
and payable as of such date under the Leases, (v) with regard to Eligible
Vehicles that were Series 2005-2 Program Vehicles or Series 2005-2 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 2005-2 Amortization
Event” has the meaning specified in Article III of this Series
Supplement.


“Series 2005-2 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 2005-2 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 2005-2 ARG Liquidation Event.


“Series 2005-2 Available Cash
Collateral Account Amount” means, as of any date of determination, the
amount on deposit in the Series 2005-2 Cash Collateral Account as of such date
(after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date).


“Series 2005-2 Available
Interest Rate Hedge Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2005-2 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 2005-2 Available
Reserve Account Amount” means, as of any date of determination, the amount
on deposit in the Series 2005-2 Reserve Account as of such date (after giving
effect to any deposits thereto and withdrawals and releases therefrom on such
date).


“Series 2005-2 Bankrupt
Manufacturer” means, as of any day, each Manufacturer for which an Event of
Bankruptcy has occurred; provided that any such 


 


22

















 


Manufacturer for which an Event
of Bankruptcy has occurred shall cease to constitute a Series 2005-2 Bankrupt Manufacturer when it has satisfied the Series 2005-2
Confirmation Condition with respect to such Event of Bankruptcy.


“Series 2005-2 Cash
Collateral Account” has the meaning specified in Section 2.8(f) of
this Series Supplement.


“Series 2005-2 Cash
Collateral Account Collateral” has the meaning specified in Section
2.8(a) of this Series Supplement.


“Series 2005-2 Cash
Collateral Account Surplus” means, with respect to any Distribution Date,
the lesser of (a) the Series 2005-2 Available Cash Collateral Account Amount
and (b) the lesser of (A) the excess, if any, of the Series 2005-2 Liquidity
Amount over the Series 2005-2 Required Liquidity Amount on such Distribution
Date (after giving effect to any withdrawal from the Series 2005-2 Reserve
Account on such Distribution Date) and (B) the excess, if any, of the Series
2005-2 Enhancement Amount over the Series 2005-2 Required Enhancement Amount on
such Distribution Date (after giving effect to any withdrawal from the Series
2005-2 Reserve Account on such Distribution Date); provided, however,
that, on any date after the Series 2005-2 Letter of Credit Termination Date,
the Series 2005-2 Cash Collateral Account Surplus shall mean the excess, if
any, of (x) the Series 2005-2 Available Cash Collateral Account Amount over (y)
the Series 2005-2 Demand Note Payment Amount minus the Pre-Preference Period
Demand Note Payments as of such date.


“Series 2005-2 Cash
Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series
2005-2 Available Cash Collateral Account Amount as of such date and the
denominator of which is the Series 2005-2 Letter of Credit Liquidity Amount as
of such date.


“Series 2005-2 Closing Date”
means April 1, 2005.


“Series 2005-2 Collateral” means the
Collateral, each Series 2005-2 Letter of Credit, the Series 2005-2 Demand Note,
each Series 2005-2 Interest Rate Hedge, the Series 2005-2 Excess Collection
Account Collateral, the Series 2005-2 Additional Account Collateral, the Series
2005-2 Cash Collateral Account Collateral, the Series 2005-2 Distribution
Account Collateral and the Series 2005-2 Reserve Account Collateral.


“Series 2005-2 Collection
Account” has the meaning specified in Section 2.1(b) of this Series
Supplement.


“Series 2005-2 Confirmation
Condition” with respect to any Series 2005-2 Bankrupt Manufacturer means a
condition that is satisfied when the bankruptcy court having jurisdiction over
the Series 2005-2 Bankrupt Manufacturer issues an order, for so long as that
order remains in effect, approving: (i) the assumption of the Series 2005-2
Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment
Agreements) by the Series 2005-2 


 


23

















 


Bankrupt Manufacturer or the
trustee in bankruptcy of the Series 2005-2 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 2005-2 Bankrupt Manufacturer
under the Manufacturer Program have been paid and all other defaults by the
Series 2005-2 Bankrupt Manufacturer under the Manufacturer Program have been
cured or (ii) the execution, delivery and performance by the Series 2005-2
Bankrupt Manufacturer of a new post-petition Series 2005-2 Eligible
Manufacturer Program (and the related Assignment Agreements) on the same terms
and covering the same Vehicles as the Series 2005-2 Bankrupt Manufacturer’s
Manufacturer Program (and the related Assignment Agreements) in effect on the
date the Series 2005-2 Bankrupt Manufacturer suffered an event of bankruptcy,
provided that at the time of the execution and delivery of the new
post-petition Series 2005-2 Eligible Manufacturer Program, all amounts due and
payable by the Series 2005-2 Bankrupt Manufacturer under the previous Series 2005-2 Eligible Manufacturer Program have been paid and all other
defaults by the Series 2005-2 Bankrupt Manufacturer under the previous Series 2005-2 Eligible Manufacturer Program have
been cured.


“Series 2005-2 Controlled
Amortization Amount” means the sum of the Class A-1/A-2 Controlled
Amortization Amount, the Class A-3 Controlled Amortization Amount and the Class
A-4/A-5 Controlled Amortization Amount.


“Series 2005-2 Controlled
Amortization Period” means the Class A-1/A-2 Controlled Amortization
Period, the Class A-3 Controlled Amortization Period and/or the Class A-4/A-5
Controlled Amortization Period, as applicable.


“Series 2005-2 Controlled Distribution Amount”
means, with respect to each Related Month, the sum of the Class A-1/A-2
Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount
and the Class A-4/A-5 Controlled Distribution Amount.


“Series 2005-2 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 2005-2 Defaulted Manufacturer solely as a result
of being a Series 2005-2 Bankrupt Manufacturer shall cease to constitute a
Series 2005-2 Defaulted Manufacturer when it has satisfied the Series 2005-2
Confirmation Condition.


“Series 2005-2 Defaulted
Manufacturer Vehicle Amount” means, as of any date of determination, with
respect to each Series 2005-2 Defaulted Manufacturer as of such date, and
solely for so long as such Manufacturer is a Series 2005-2 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 2005-2
Program Vehicles and Series 2005-2 Non-Program Vehicles, in each case that are 


 


24

















 


Eligible Vehicles as of such
date that were manufactured by Series 2005-2 Defaulted Manufacturer and not
turned in to such Series 2005-2 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
2005-2 Defaulted Manufacturer under Manufacturer Programs with respect to
Eligible Vehicles (other than Exchanged Vehicles) (as of the applicable
disposition date) that were manufactured by such Series 2005-2 Defaulted
Manufacturer and turned in to such Series 2005-2 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 2005-2 Defaulted Manufacturer under and accordance with
a Manufacturer Program, (iii) with regard to Eligible Vehicles that were Series
2005-2 Program Vehicles (as of the applicable disposition date) that were
manufactured by such Series 2005-2 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 2005-2 Program Vehicles or Series 2005-2 Non-Program Vehicles
(as of the applicable disposition date), in each case that were manufactured by
such Series 2005-2 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 2005-2 Program Vehicles or Series 2005-2 Non-Program Vehicles (as of the
applicable disposition date), in each case that were manufactured by such
Series 2005-2 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 2005-2 Deficiency Amount” has the
meaning specified in Section 2.3(g)(iii) of this Series Supplement.


“Series 2005-2 Demand Note”
means the demand note made by Vanguard to ARG in the aggregate principal amount
of $7,500,000, substantially in the form of Exhibit B to this Series
Supplement, as amended, modified or restated from time to time.


“Series 2005-2 Demand Note
Payment Amount” means, as of the Series 2005-2 Letter of Credit Termination
Date, the aggregate amount of all proceeds of demands made on the Series 2005-2
Demand Note pursuant to Section 2.5(b) or (c) of 


 


25

















 


this Series Supplement that were
deposited into the Series 2005-2 Distribution Account and paid to the Series
2005-2 Noteholders during the one year period ending on the Series 2005-2
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 2005-2 Demand Note Payment
Amount as of the Series 2005-2 Letter of Credit Termination Date shall equal
the Series 2005-2 Demand Note Payment Amount as if it were calculated as of the
date of such occurrence.


“Series 2005-2 Deposit Date”
has the meaning specified in Section 2.2 of this Series Supplement.


“Series 2005-2 Distribution
Account” has the meaning specified in Section 2.9(a) of this Series
Supplement.


“Series 2005-2 Distribution
Account Collateral” has the meaning specified in Section 2.9(d) of
this Series Supplement.


“Series 2005-2 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 2005-2
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 2005-2 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 2005-2 Eligible Manufacturer
Program” means, at any time, a Manufacturer Program that is in full force
and effect with a Series 2005-2 Eligible Program Manufacturer; provided
that with respect to a Series 2005-2 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 2005-2 Eligible Program Manufacturer, prior to the
Manufacturer Program of such Series 2005-2 Eligible Program Manufacturer
constituting a “Series 2005-2 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 2005-2 Eligible Program Manufacturer and a Manufacturer Program of a new
Manufacturer) that is proposed for consideration after the date hereof as a
Series 2005-2 


 


26

















 


Eligible Manufacturer Program,
prior to such new Manufacturer Program constituting a “Series 2005-2 Eligible
Manufacturer Program” hereunder, ARG shall have satisfied the Series 2005-2
Rating Agency Confirmation and Consent Condition with respect to such Series
2005-2 Eligible Manufacturer Program (the Surety Provider to decide whether to
consent 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 2005-2 Rating Agency Confirmation and
Consent Condition with respect to such change prior to such Manufacturer
Program, as changed, constituting a “Series 2005-2 Eligible Manufacturer
Program” (the Surety Provider to decide whether to consent promptly and without
undue delay).


“Series 2005-2 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 2005-2 Rating Agency Confirmation and Consent
Condition.


“Series 2005-2 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 2005-2 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 2005-2 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
2005-2 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 2005-2
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
2005-2 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 


 


27

















 


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
2005-2 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 2005-2 Enhancement
Amount” means, as of any date of
determination, the sum of (i) the Series 2005-2 Overcollateralization Amount,
(ii) the Series 2005-2 Letter of Credit Amount and (iii) the Series 2005-2
Available Reserve Account Amount, in each case as of such date.


“Series 2005-2 Enhancement
Deficiency” means, as of any date of determination, the amount by which the
Series 2005-2 Enhancement Amount is less than the Series 2005-2 Required
Enhancement Amount, in each case as of such date.


“Series 2005-2 Excess
Collection Account” has the meaning specified in Section 2.1(b) of
this Series Supplement.


“Series 2005-2 Excess
Collection Account Collateral” has the meaning specified in Section
2.1(f) of this Series Supplement.


“Series 2005-2 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 2005-2
Program Vehicles and Series 2005-2 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 2005-2 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 2005-2 Program Vehicles or Series 2005-2 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 


 


28

















 


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 2005-2 Program Vehicles or Series 2005-2
Non-Program Vehicles (as of the applicable disposition date), in each case that
were manufactured by Hyundai that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles (net of amounts set
forth in clauses (ii), (iii) and (iv) above), and (vi) if such date of determination
is during the period from and including a Determination Date to but excluding
the next Program Distribution Date, any accrued and unpaid Monthly Base Rent
under the Leases with respect to such Eligible Vehicles that have not been
turned in to the Manufacturer for Auction or otherwise sold, as of such date of
determination.


“Series 2005-2 Ineligible Program Vehicle”
means an Eligible Vehicle that is a Program Vehicle but that is not subject to
a Series 2005-2 Eligible Manufacturer Program.


“Series 2005-2 Initial Interest Rate Hedge Provider”
means Lehman Brothers Special Financing Inc.


“Series 2005-2 Initial
Interest Rate Hedge Provider Hedges” means (x) the Series 2005-2 Initial Interest Rate Hedge
Provider’s Class A-2 Interest Rate Hedge, Class A-3 Interest Rate Hedge and
Class A-5 Interest Rate Hedge and (y) each other rate hedge transaction agreement
entered into by ARG with the Series 2005-2 Initial Interest Rate Hedge Provider
in accordance with the terms of the Base
Indenture that is designated from time to time as a Series 2005-2
Initial Interest Rate Hedge Provider Hedge in a writing signed by ARG and the
Series 2005-2 Initial Interest Rate Hedge Provider.


“Series 2005-2 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,
the Class A-4 Initial Invested Amount and the Class A-5 Initial Invested
Amount.


“Series 2005-2 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 2005-2 Interest
Period shall commence on and include the Series 2005-2 Closing Date and end on
and include April 19, 2005.


“Series 2005-2 Interest Rate
Hedge” means the Class A-2 Interest Rate Hedge, the Class A-3 Interest Rate
Hedge or the Class A-5 Interest Rate Hedge, as applicable.


“Series 2005-2 Interest Rate
Hedge Collateral Account” has the meaning specified in Section 2.12(a)
of this Series Supplement.


 


29

















 


“Series 2005-2 Interest Rate
Hedge Collateral Account Collateral” has the meaning specified in Section
2.12(d) of this Series Supplement.


“Series 2005-2 Interest Rate
Hedge Collateral Account Surplus” means, with respect to any date of
determination, the excess, if any, of the Series 2005-2 Available Interest Rate
Hedge Collateral Account Amount over the Series 2005-2 Required Interest Rate
Hedge Collateral Account Amount on such date.


“Series 2005-2 Interest Rate Hedge
Premium” means, for any Distribution Date, the sum of the
amount, if any, payable by ARG to each Series 2005-2 Interest Rate Hedge
Provider under its related Series 2005-2 Interest Rate Hedge
on such Distribution Date (excluding any termination payments), for so
long as no payment default by each such Series 2005-2 Interest Rate Hedge
Provider under its related Series 2005-2 Interest Rate Hedge has occurred and
is continuing.


“Series 2005-2 Interest Rate
Hedge Proceeds” means all amounts received by the Trustee from each Series
2005-2 Interest Rate Hedge Provider from time to time under its Series 2005-2
Interest Rate Hedge (including amounts received from a guarantor or from
collateral securing the obligations of such Series 2005-2 Interest Rate Hedge
Provider under its Series 2005-2 Interest Rate Hedge).


“Series 2005-2 Interest Rate
Hedge Provider” means a Class A-2 Interest Rate Hedge Provider, a Class A-3 Interest Rate
Hedge Provider or a Class A-5 Interest Rate Hedge Provider, as applicable.


“Series 2005-2 Invested
Amount” means the sum of the Class A-1 Invested Amount, the Class A-2
Invested Amount, the Class A-3 Invested Amount, the Class A-4 Invested Amount
or the Class A-5 Invested Amount.


“Series 2005-2 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 2005-2
Required Aggregate Asset Amount, determined during the Series 2005-2 Revolving
Period as of the open of business on such date of determination, or, during the
Series 2005-2 Controlled Amortization Period and the Series 2005-2 Rapid
Amortization Period, as of the end of the Series 2005-2 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 


 


30

















 


numerator of which is the Series 2005-2 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 2005-2 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 2005-2
Program Vehicles and Series 2005-2 Non-Program Vehicles, in each case that are
Eligible Vehicles as of such date that were manufactured by Kia and not turned
in to Kia pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Kia under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) (as of the applicable disposition
date) that were manufactured by Kia and turned in to Kia pursuant to any such
Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by Kia
under and accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2005-2 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 2005-2 Program Vehicles or Series 2005-2 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 2005-2 Program Vehicles or
Series 2005-2 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 2005-2 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 2005-2 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 


 


31

















 


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 2005-2 Accrued
Interest Account from and excluding the immediately preceding Distribution Date
to and including such Distribution Date.


“Series 2005-2 Lease Payment
Deficit” means either a Series 2005-2 Lease Interest Payment Deficit or a
Series 2005-2 Lease Principal Payment Deficit.


“Series 2005-2 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 2005-2 Lease Principal Payment Deficit, if any, on the preceding
Distribution Date over (y) the amount deposited in the Series 2005-2
Distribution Account on such preceding Distribution Date on account of such
Series 2005-2 Lease Principal Payment Deficit.


“Series 2005-2 Lease
Principal Payment Deficit” means on any Distribution Date the sum of (a)
the Series 2005-2 Monthly Lease Principal Payment Deficit for such Distribution
Date and (b) the Series 2005-2 Lease Principal Payment Carryover Deficit for
such Distribution Date.


“Series 2005-2 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 2005-2
Eligible Letter of Credit Provider in favor of the Trustee for the benefit of
the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Hedge Provider
and the Surety Provider in form and substance satisfactory to the Surety
Provider.


“Series 2005-2 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 2005-2 Letter of Credit, as specified therein and (ii) if the
Series 2005-2 Cash Collateral Account has been established and funded pursuant
to Section 2.8 of this Series Supplement, the Series 2005-2 Available
Cash Collateral Account Amount on such date and (b) the outstanding principal
amount of the Series 2005-2 Demand Note on such date.


“Series 2005-2 Letter of
Credit Expiration Date” means, with respect to any Series 2005-2 Letter of
Credit, the expiration date set forth in such Series 2005-2 Letter of Credit,
as such date may be extended in accordance with the terms of such Series 2005-2
Letter of Credit.


“Series 2005-2 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
2005-2 Letter of Credit, as specified therein and (b) if the Series 2005-2 Cash
Collateral Account has been established and funded pursuant to Section 2.8
of this Series Supplement, the Series 2005-2 Available Cash Collateral Account
Amount on such date.


 


32

















 


“Series 2005-2 Letter of
Credit Provider” means the issuer of a Series 2005-2 Letter of Credit.


“Series 2005-2 Letter of
Credit Termination Date” means the first to occur of (a) the date on which
the Series 2005-2 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 2005-2 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 2005-2 Liquidity
Amount”  means, as of any
date of determination, the sum of (a) the amount available to be drawn under
the Series 2005-2 Letter of Credit on such date, (b) if the Series 2005-2 Cash
Collateral Account has been established and funded pursuant to Section 2.8
of this Series Supplement, the Series 2005-2 Available Cash Collateral Account
Amount on such date and (c) the Series 2005-2 Available Reserve Account Amount
on such date.


“Series 2005-2 Liquidity
Deficiency” means, as of any date of determination, the amount by which the
Series 2005-2 Liquidity Amount is less than the Series 2005-2 Required
Liquidity Amount as of such date.


“Series 2005-2 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 2005-2 Maximum Amount”
means any of the Series 2005-2 Maximum Non-Eligible Manufacturer Amount, the
Series 2005-2 Maximum Non-Program Vehicle Amount, the Series 2005-2 Maximum
Restricted Vehicle Amount, the Series 2005-2 Maximum Mitsubishi Non-Program
Vehicle Amount, each Series 2005-2 Maximum Defaulted Manufacturer Vehicle
Amount, the Series 2005-2 Maximum Kia Amount, the Series 2005-2 Maximum Hyundai
Amount, the Series 2005-2 Maximum Suzuki Amount, the Series 2005-2 Maximum
Volkswagen Amount, the Series 2005-2 Maximum Mazda Program Vehicle Amount or
the Series 2005-2 Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle
Amount.


“Series 2005-2 Maximum
Defaulted Manufacturer Vehicle Amount” means, as of any date of
determination, with respect to each Series 2005-2 Defaulted Manufacturer,
solely for so long as such Manufacturer is a Series 2005-2 Defaulted
Manufacturer, an amount equal to the product of (x) a fraction expressed as a
percentage, the numerator of which is the Series 2005-2 Defaulted Manufacturer
Vehicle Amount, on the day such Manufacturer became a Series 2005-2 Defaulted
Manufacturer and the denominator of which is the Adjusted Aggregate Asset
Amount as of such day on which such Manufacturer became a Series 2005-2
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 2005-2 Maximum Defaulted Manufacturer


 


33

















 


Vehicle Amount with respect to a
Manufacturer on any date on which such Manufacturer is not a Series 2005-2
Defaulted Manufacturer.


“Series 2005-2 Maximum
Hyundai Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


“Series 2005-2 Maximum Kia
Amount” means, as of any day, an amount equal to 10% of the Adjusted
Aggregate Asset Amount on such day.


“Series 2005-2 Maximum Mazda
Program Vehicle Amount” means, as of any day, an amount equal to (a) if
Mazda is rated at least “BBB” by Standard & Poor’s and “Baa3” by Moody’s,
10% of the Adjusted Aggregate Asset Amount as of such day and (b) if Mazda is
not rated at least “BBB” by Standard & Poor’s and “Baa3” by Moody’s, 2% of
the Adjusted Aggregate Asset Amount as of such day.


“Series 2005-2 Maximum
Mitsubishi Non-Program Vehicle Amount” means, as of any day, an amount
equal to 20% of the Series 2005-2 Maximum Non-Program Vehicle Amount as of such
day.


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


“Series 2005-2 Maximum
Non-Program Vehicle Amount” means, as of any day, an amount equal to the
Series 2005-2 Maximum Non-Program Vehicle Percentage of the Adjusted Aggregate
Asset Amount on such day.


“Series 2005-2 Maximum
Non-Program Vehicle Percentage” means 30.0% 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 2005-2 Closing Date, with prompt
written notice thereof delivered by ARG to the Trustee.


“Series
2005-2 Maximum Restricted Vehicle Amount” means, as of any day, with
respect to any Series 2005-2 Restricted Manufacturer, an amount equal to 33.33%
of the Series 2005-2 Maximum Non-Program Vehicle Amount as of such day.


“Series
2005-2 Maximum Suzuki Amount” means, as of any day, an amount equal to 5%
of the Adjusted Aggregate Asset Amount on such day.


“Series
2005-2 Maximum Volkswagen Amount” means, as of any day, an amount equal to
10% of the Adjusted Aggregate Asset Amount on such day.


“Series
2005-2 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 2005-2 


 


34

















 


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 2005-2 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 2005-2 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 2005-2 Program Vehicles (as of the applicable
disposition date) that were manufactured by Mazda that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles (net of amounts set forth in clauses (ii), (iii) and (iv)
above) and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Distribution Date, any accrued and
unpaid Monthly Base Rent under the Leases with respect to such Eligible
Vehicles that have not been turned in to the Manufacturer for Auction or
otherwise sold, as of such date of determination.


“Series
2005-2 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 2005-2
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 2005-2 Non-Program Vehicles (as of the applicable
disposition date) that were manufactured by Mitsubishi that have been turned in
to the Manufacturer, delivered 


 


35

















 


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 2005-2
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 2005-2 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 2005-2 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 2005-2 Collection Account (without
giving effect to any amounts deposited into the Series 2005-2 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 2005-2 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 2005-2 Eligible Program
Manufacturers or Series 2005-2 Eligible Non-Program Manufacturers and not
turned in to the Manufacturer thereof pursuant to its Manufacturer Program, if
any, not delivered for Auction pursuant to its Manufacturer Program, if any, or
not otherwise sold or deemed to be sold under the related Leasing Company
Related Documents, (ii) with regard to Eligible Vehicles (as of the applicable
disposition date) that were manufactured by Manufacturers other than Series
2005-2 Eligible Program Manufacturers or Series 2005-2 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
2005-2 Eligible Program Manufacturers or Series 2005-2 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.


 


36

















 


“Series 2005-2 Non-Program
Vehicle” means a Vehicle that is not subject to a Series 2005-2 Eligible
Manufacturer Program, including, without limitation Vehicles subject to a
Manufacturer Program that fails to meet the definition of Series 2005-2
Eligible Manufacturer Program as a result of the occurrence and continuation of
a Manufacturer Event of Default with respect to the related Manufacturer.


“Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Non-Program Vehicles
(as of the applicable disposition date) that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clause (ii) above) and (iv) if such date of determination is during the
period from and including a Determination Date to but excluding the next
Distribution Date, any accrued and unpaid Monthly Base Rent under the Leases
with respect to such Eligible Vehicles that have not been turned in to the
Manufacturer for Auction or otherwise sold, as of such date of determination.


“Series 2005-2 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
2005-2 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 2005-2 Non-Program
Vehicle Percentage for a period of thirty (30) days following the occurrence of
such Specified Manufacturer Event of Default.


“Series 2005-2 Noteholder”
means the person in whose name a Class A-1 Note, Class A-2 Note, Class A-3
Note, Class A-4 Note or Class A-5 Note, as the context may require, is
registered in the Note Register.


“Series 2005-2 Notes”
means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class A-5 Notes.


 


37

















 


“Series 2005-2 Outstanding
Principal Amount” means the sum of the Class A-1 Outstanding Principal
Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding
Principal Amount, the Class A-4 Outstanding Principal Amount and the Class A-5
Outstanding Principal Amount.


“Series 2005-2
Overcollateralization Amount” means, as of any date, (A) on which no
Aggregate Asset Amount Deficiency exists, the Series 2005-2 Required
Overcollateralization Amount as of such date or (B) on which an Aggregate Asset
Amount Deficiency exists, the excess, if any, of the Series 2005-2 Aggregate
Asset Amount over the Series 2005-2 Adjusted Invested Amount as of such date.


“Series 2005-2 Past Due Rent
Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.


“Series 2005-2 Percentage”
means, as of any date of determination, the percentage equivalent of a
fraction, the numerator of which is the Series 2005-2 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 2005-2 Periodic
Interest” means, with respect to the Series 2005-2 Notes of any class, the
Class A-1 Periodic Interest, the Class A-2 Periodic Interest, the Class A-3
Periodic Interest, the Class A-4 Periodic Interest or the Class A-5 Periodic
Interest, as applicable.


“Series 2005-2 Principal
Allocation” has the meaning specified in Section 2.2(a)(ii) of this
Series Supplement.


“Series 2005-2 Program
Vehicle” means a Vehicle subject to a Series 2005-2 Eligible Manufacturer
Program.


“Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Eligible Program Manufacturers under and in accordance with a
Manufacturer Program, (iii) with regard to 


 


38

















 


Eligible Vehicles that were
Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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 2005-2 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 2005-2 Program Vehicle
Percentage for a period of thirty (30) days following the occurrence of such
Specified Manufacturer Event of Default.


“Series 2005-2 Rapid
Amortization Period” means the period beginning at the close of business on
the Business Day immediately preceding the day on which an Amortization Event
is deemed to have occurred with respect to the Series 2005-2 Notes and ending
upon the earliest to occur of (i) the date on which the Series 2005-2 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 2005-2
Interest Rate Hedge has been terminated and there are no amounts due
and owing thereunder and (ii) the termination of the Indenture.


“Series 2005-2 Rating Agency
Confirmation and Consent Condition” means, with respect to the Series
2005-2 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 2005-2 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 2005-2 


 


39

















 


Notes of each Class and (ii) the
Surety Provider shall have consented in writing
to such action.


“Series 2005-2 Rating Agency
Confirmation Condition” means, with respect to the Series 2005-2 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 2005-2 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 2005-2 Notes of
each Class.


“Series 2005-2 Reimbursement
Agreement” means any and each agreement providing for the reimbursement of
a Series 2005-2 Letter of Credit Provider for draws under its Series 2005-2
Letter of Credit.


“Series 2005-2 Repurchase
Amount” has the meaning specified in Section 8.1 of this Series
Supplement.


“Series 2005-2 Required Aggregate Asset Amount”
means, as of any date of determination, the sum of (a) the Series 2005-2
Adjusted Invested Amount and (b) the Series 2005-2 Required
Overcollateralization Amount, in each case, as of such date.


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


“Series 2005-2 Required Enhancement Incremental
Amount” means as of any date, the product of (A) the Series 2005-2
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
2005-2 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 2005-2 Eligible Program Manufacturer, the Net Book Value of the
Vehicles (other than Series 2005-2 Non-Program Vehicles manufactured by any
such Series 2005-2 Eligible Program Manufacturer as of the date of the
occurrence of such Manufacturer Event of Default) manufactured by each such
Series 2005-2 Eligible Program Manufacturer for which a Manufacturer Event of
Default has occurred and 


 


40

















 


acquired prior to such Manufacturer Event of Default
having been cured, and any amounts related to such Vehicles included in the
definition of Series 2005-2 Non-Program Vehicle Amount) over the Series 2005-2
Maximum Non-Program Vehicle Amount as of such immediately preceding Business
Day, (2) the excess, if any, of the Series 2005-2 Non-Eligible Manufacturer
Amount over the Series 2005-2 Maximum Non-Eligible Manufacturer Amount as of
such immediately preceding Business Day, (3) the excess, if any, of the Series
2005-2 Mazda Program Vehicle Amount over the Series 2005-2 Maximum Mazda
Program Vehicle Amount as of such immediately preceding Business Day, (4) the
excess, if any, of the Series 2005-2 
Restricted Vehicle Amount over the Series 2005-2 Maximum Restricted
Vehicle Amount as of such immediately preceding Business Day, (5) the excess,
if any, of the Series 2005-2 Defaulted Manufacturer
Vehicle Amount with respect to each Series 2005-2 Defaulted Manufacturer over
the Series 2005-2 Maximum Defaulted Manufacturer
Vehicle Amount with respect to such Series 2005-2 Defaulted Manufacturer as of
such immediately preceding Business Day, (6) the excess, if any, of the Series
2005-2 Mitsubishi Non-Program Vehicle Amount over the Series 2005-2 Maximum Mitsubishi
Non-Program Vehicle Amount as of such immediately preceding Business Day, (7)
the excess, if any, of the Series 2005-2 Kia Amount over the Series 2005-2
Maximum Kia Amount as of such immediately preceding Business Day, (8) the
excess, if any, of the Series 2005-2 Suzuki Amount over the Series 2005-2
Maximum Suzuki Amount as of such immediately preceding Business Day, (9) the
excess, if any, of the Series 2005-2 Hyundai Amount over the Series 2005-2
Maximum Hyundai Amount as of such immediately preceding Business Day, (10) the
excess, if any, of the Series 2005-2 Volkswagen Amount over the Series 2005-2
Maximum Volkswagen Amount as of such immediately preceding Business Day and
(11) the excess, if any, of the Series 2005-2 Aggregate Kia/Hyundai/Suzuki/Volkswagen
Amount as of such immediately preceding Business Day, over the Series 2005-2
Maximum Aggregate Kia/Hyundai/Suzuki/Volkswagen Vehicle Amount as of such
immediately preceding Business Day.


“Series 2005-2 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 2005-2 Required Program Vehicle
Enhancement Percentage as of such preceding day and (B) the Series 2005-2 Program
Vehicle Percentage as of such preceding day, (ii) the product of (A) the Series
2005-2 Required Non-Program Enhancement Percentage as of such preceding day and
(B) the Series 2005-2 Non-Program Vehicle Percentage as of such preceding day
and (iii) the product of (A) the Series 2005-2 Required GM Freeze Vehicle
Enhancement Percentage and (B) the GM Freeze Vehicle Percentage as of such
preceding day.


“Series 2005-2 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) 9.00%
and (2) the Class A-3 Invested Amount on such date, (D) the product of (1) 8.75% and (2) the Class A-4 Invested Amount on
such date and (E) the product of (1) 9.00%
and (2) the 


 


41

















 


Class A-5 Invested Amount on such date divided by (ii)
the Series 2005-2 Invested Amount on such date. On or after the Series 2005-2
Closing Date, the percentage set forth in subclause (1) of each of clauses (A),
(B), (C), (D) and (E) in the preceding sentence may be lowered subject to
satisfaction of the Series 2005-2 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), (D) and (E) be lowered below 7.0%, 7.0%, 7.0%, 7.0% or 7.0%,
respectively.


“Series 2005-2 Required
Interest Rate Hedge Collateral Account Amount” means, with respect to any
date of determination the
sum of the Series 2005-2 Required Interest Rate Hedge Collateral Amounts for
all Series 2005-2 Initial Interest Rate Hedge Provider Hedges in effect on such
date of determination.


“Series 2005-2 Required
Interest Rate Hedge Collateral Amount” means with respect to each Series
2005-2 Initial Interest Rate Hedge Provider Hedge, the amounts specified in
such Series 2005-2 Initial Interest Rate Hedge Provider Hedge as the “Required
Interest Rate Hedge Collateral Amount”.


“Series 2005-2 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) 3.75% and (2) the Class A-1
Invested Amount on such date, (B) the product of (1) 4.00% and (2) the Class
A-2 Invested Amount on such date, (C) the product of (1) 4.00% and (2) the
Class A-3 Invested Amount on such date, (D) the product of (1) 3.75% and (2)
the Class A-4 Invested Amount on such date, and (E) the product of (1) 4.00%
and (2) the Class A-5 Invested Amount on such date divided by (y) the Series
2005-2 Invested Amount on such date multiplied by (ii) the Series 2005-2
Adjusted Invested Amount on such date.


“Series 2005-2 Required Non-Program Enhancement
Percentage”  means, as of
any date of determination, the sum of (i) the Series 2005-2 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 2005-2 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 2005-2 Closing Date).


“Series 2005-2 Required
Overcollateralization Amount” means, as of any date of determination, the
excess, if any, of (a) the Series 2005-2 Required Enhancement Amount over (b)
the sum of (i) the Series 2005-2 Available Reserve Account Amount as of such
date and (ii) the Series 2005-2 Letter of Credit Amount as of such date.


 


42

















 


“Series 2005-2 Required Program Vehicle Enhancement
Percentage”  means, as of
any date of determination, the result of (i) the sum of (A) the product of (1)
17.50% and (2) the Class A-1
Invested Amount on such date, (B) the product of (1) 17.75% and (2) the Class A-2 Invested Amount on
such date, (C) the product of (1) 17.75%
and (2) the Class A-3 Invested Amount on such date, (D) the product of (1)
17.50% and (2) the Class A-4
Invested Amount on such date and (E) the product of (1) 17.75% and (2) the Class A-5 Invested Amount on
such date divided by (ii) the Series 2005-2 Invested Amount on such date.  On
or after the Series 2005-2 Closing Date, the percentage set forth in subclause
(1) of each of clauses (A), (B), (C), (D) and (E) in the preceding sentence may
be lowered subject to satisfaction of the Series 2005-2 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), (D) and (E) be lowered below
14.0%, 14.0%, 14.0%, 14.0% or 14.0%, 
respectively.


“Series 2005-2 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 2005-2
Required Liquidity Amount on such date over the Series 2005-2 Liquidity Amount
(excluding therefrom the Series 2005-2 Available Reserve Account Amount) on
such date and (b) the excess, if any, of the Series 2005-2 Required Enhancement
Amount over the Series 2005-2 Enhancement Amount (excluding therefrom the
Series 2005-2 Available Reserve Account Amount) on such date.


“Series 2005-2 Reserve
Account” has the meaning specified in Section 2.7 (a) of this Series
Supplement.


“Series 2005-2 Reserve
Account Collateral” has the meaning specified in Section 2.7(d) of
this Series Supplement.


“Series 2005-2 Reserve
Account Surplus” means, with respect to any date of determination, the
excess, if any, of the Series 2005-2 Available Reserve Account Amount over the
Series 2005-2 Required Reserve Account Amount on such date.


“Series 2005-2 Restricted Manufacturer” means
any Series 2005-2 Eligible Non-Program Manufacturer (other than Mitsubishi)
that is not a Series 2005-2 Eligible Program Manufacturer; provided, however,
that any Manufacturer, that ceases to be a Series 2005-2 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 2005-2
Restricted Manufacturer.


“Series 2005-2 Restricted Vehicle Amount”
means, as of any date of determination, with respect to each Series 2005-2
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 2005-2
Non-Program Vehicles that are Eligible 


 


43

















 


Vehicles as of such date and not turned in to such
Series 2005-2 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 2005-2 Non-Program Vehicles (as of the applicable disposition date)
that have been turned in to such Series 2005-2 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
2005-2 Non-Program Vehicles (as of the applicable disposition date) that have
been turned in to such Series 2005-2 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 2005-2
Restricted Manufacturer for Auction or otherwise sold, as of such date of
determination.


“Series 2005-2 Revolving
Period” means the period from and including the Series 2005-2 Closing Date
to the earlier of (i) the commencement of the Series 2005-2 Controlled
Amortization Period and (ii) the commencement of any Series 2005-2 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
2005-2 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 Controlled Amortization Period and (ii) the
commencement of the Series 2005-2 Rapid Amortization Period; provided  further
that if the Class A-3 Notes are paid in full on or prior to the Class A-3
Expected Final Distribution Date, then the Series 2005-2 Revolving Period shall
also include the period from and including the Determination Date immediately
preceding the Distribution Date on which the Class A-3 Notes are paid in full
to the earlier of (i) the commencement of the Class A-4/A-5 Controlled
Amortization Period and (ii) the commencement of the Series 2005-2 Rapid
Amortization Period.


“Series 2005-2 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 2005-2
Program Vehicles and Series 2005-2 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 


 


44

















 


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
2005-2 Program Vehicles (as of the applicable disposition date) that were
manufactured by Suzuki that have been delivered for Auction, all amounts
receivable (other than amounts specified in clause (ii) above) from any
person or entity in connection with the Auction of such Eligible Vehicles as of
such date, (iv) with regard to Eligible Vehicles that were Series 2005-2
Program Vehicles or Series 2005-2 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 2005-2 Program Vehicles or Series 2005-2
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 2005-2 Termination
Date” means the latest occurring Final Distribution Date.


“Series 2005-2 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 2005-2 Program Vehicles and Series 2005-2 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 2005-2 Program
Vehicles (as of the 


 


45

















 


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 2005-2 Program Vehicles or Series 2005-2 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 2005-2 Program Vehicles or
Series 2005-2 Non-Program Vehicles (as of the applicable disposition date), in
each case that were manufactured by Volkswagen that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Leases with respect to such Eligible Vehicles (net
of amounts set forth in clauses (ii), (iii) and (iv)
above), and (vi) if
such date of determination is during the period from and including a
Determination Date to but excluding the next Program Distribution Date, any
accrued and unpaid Monthly Base Rent under the Leases with respect to such
Eligible Vehicles that have not been turned in to the Manufacturer for Auction
or otherwise sold, as of such date of determination.


“Series 2005-2 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)
28.00% and (2) the Class A-3
Invested Amount on such date, (C) the product of (1) 27.75% and (2) the Class A-4 Invested Amount on
such date and (D) the product of (1) 28.00%
and (2) the Class A-5 Invested Amount on such date divided by (ii) the Series
2005-2 Invested Amount on such date.  On
or after the Series 2005-2 Closing Date, the percentage set forth in subclause
(1) of each of clauses (A), (B), (C), (D) and (E) in the preceding sentence may
be lowered subject to satisfaction of the Series 2005-2 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), (D) and (E) be lowered below 20.0%, 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
2005-2 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 2005-2
Program Vehicles that are 


 


46

















 


Eligible Vehicles as of such
date that were manufactured by a Specified BBB-/Baa3 Manufacturer as of such
date and not turned in to such Specified BBB-/Baa3 Manufacturer as of such date
pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed
to be sold under the related Leasing Company Related Documents, (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from a Specified BBB-/Baa3 Manufacturer as of such date under
Manufacturer Programs with respect to Eligible Vehicles (other than Exchanged
Vehicles) (as of the applicable disposition date) that were manufactured by
such Specified BBB-/Baa3 Manufacturer as of such date and turned in to such
Specified BBB-/Baa3 Manufacturer pursuant to any such Manufacturer Program or
delivered for Auction pursuant to any Manufacturer Program and the aggregate of
all Eligible Receivables owned by a Leasing Company, financed under the related
Leasing Company Indenture and owed by such Specified BBB-/Baa3 Manufacturer
under and accordance with a Manufacturer Program, (iii) with regard to Eligible
Vehicles that were Series 2005-2 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 2005-2 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 2005-2 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 


 


47

















 


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


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


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


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


“Supermajority Noteholders”
means, with respect to the Series 2005-2 Notes, subject to Section 8.9  of this Series Supplement, Series 2005-2 Noteholders holding 662/3%
or more of the Series 2005-2 Invested Amount (excluding any Series 2005-2 Notes
held by ARG or any Affiliate of ARG).


“Surety Bond” means the
Note Guaranty Insurance Policy No. AB0875BE, dated April 1, 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
Ambac Assurance Corporation, a Wisconsin 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).


 


48














“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.


“Temporary Global Class A-5
Note” has the meaning specified in Section 6.2 of this Series
Supplement.


“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 2005-2 Letter of Credit
pursuant to a Certificate of Termination Date Demand.


“Termination Disbursement”
means an amount drawn under a Series 2005-2 Letter of Credit pursuant to a
Certificate of Termination Demand.


“Unpaid Demand Note
Disbursement” means an amount drawn under a Series 2005-2 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 2005-2 ALLOCATIONS


 


49

















 


With respect to the Series
2005-2 Notes only, the following shall apply:


Section 2.1             Establishment
and Administration of Series 2005-2 Collection Account, Series 2005-2 Accrued
Interest Account and Series 2005-2 Excess Collection Account.


(a)   Allocation of Collections.  All Collections allocable to the Series
2005-2 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 2005-2 Noteholders, each Series
2005-2 Interest Rate Hedge Provider and the Surety Provider, the Series 2005-2
Excess Collection Account (such account, the “Series 2005-2 Excess
Collection Account”).  The Trustee
will also create or establish as segregated trust accounts, in each case for
the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate
Hedge Provider and the Surety Provider, the Series 2005-2 Collection Account
(such account, the “Series 2005-2 Collection Account”) and the Series
2005-2 Accrued Interest Account (such account, the “Series 2005-2 Accrued
Interest Account”).


(c)   Establishment of the Series 2005-2
Collection Account, the Series 2005-2 Accrued Interest Account and the Series
2005-2 Excess Collection Account. 
The Series 2005-2 Excess Collection Account, the Series 2005-2
Collection Account and the Series 2005-2 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 2005-2 Noteholders, each
Series 2005-2 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 2005-2 Noteholders, each Series
2005-2 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 2005-2 Collection Account, Series 2005-2 Accrued Interest Account or
Series 2005-2 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 2005-2 Collection Account, the Series
2005-2 Accrued Interest Account and the Series 2005-2 Excess Collection Account
will be established as a segregated trust account with The Bank of New York.


 


50

















 


(d)   Administration of the Series 2005-2
Collection Account, the Series 2005-2 Accrued Interest Account and the Series
2005-2 Excess Collection Account. 
ARG may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-2 Excess Collection Account, the Series 2005-2
Collection Account and/or the Series 2005-2 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 2005-2 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 2005-2 Collection Account, the Series 2005-2 Accrued Interest
Account and the Series 2005-2 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 2005-2 Collection Account, the Series 2005-2 Accrued Interest
Account and the Series 2005-2 Excess Collection Account shall remain
uninvested.


(e)   Earnings from the Series 2005-2 Collection
Account, the Series 2005-2 Accrued Interest Account and the Series 2005-2
Excess Collection Account.  All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in each of the Series 2005-2 Collection Account, the Series 2005-2
Accrued Interest Account and the Series 2005-2 Excess Collection Account shall
be deemed to be on deposit therein and available for distribution.


(f)    Series 2005-2 Excess Collection Account
Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the
repayment and payment of the ARG Obligations with respect to the Series 2005-2
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 2005-2
Noteholders, each Series 2005-2 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 2005-2 Excess Collection
Account, including any security entitlement thereto; (ii) all funds on deposit
in the Series 2005-2 Excess Collection Account from time to time; (iii) all


 


51

















 


certificates and instruments, if any, representing or
evidencing any or all of the Series 2005-2 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 2005-2 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
2005-2 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
2005-2 Excess Collection Account Collateral”).  The Trustee, for the benefit of the Series
2005-2 Noteholders, each Series 2005-2 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 2005-2 Excess Collection Account and in
all proceeds thereof and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-2 Excess Collection
Account.  The Series 2005-2 Excess Collection
Account Collateral shall be under the sole dominion and control of the Trustee,
for the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest
Rate Hedge Provider and the Surety Provider.


(g)   Series 2005-2 Collection Account and
Series 2005-2 Accrued Interest Account Constitute Additional Collateral for
Series 2005-2 Notes.  In order to
secure and provide for the payment of the ARG Obligations with respect to the
Series 2005-2 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 2005-2 Noteholders, each Series 2005-2 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 2005-2 Collection Account and
the Series 2005-2 Accrued Interest Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2005-2 Collection Account and
the Series 2005-2 Accrued Interest Account, from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2005-2 Collection Account and the Series 2005-2 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 2005-2
Collection Account and the Series 2005-2 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 2005-2
Collection Account and the Series 2005-2 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 2005-2 Additional Account
Collateral”).  The Trustee, for the
benefit of the Series 2005-2 Noteholders, each Series 2005-2 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 2005-2 


 


52

















 


Collection Account and the Series 2005-2 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 2005-2 Additional
Account Collateral shall be under the sole dominion and control of the Trustee,
for the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest
Rate Hedge Provider and the Surety Provider.


 


53

















 


Section 2.2             Allocations with Respect to the
Series 2005-2 Notes.


On the Series 2005-2 Closing
Date, the net proceeds from the issuance of the Series 2005-2 Notes will be
deposited into the Series 2005-2 Collection Account.  On each Business Day on which Collections are
deposited into the Collection Account (each such date, a “Series 2005-2
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 2005-2 Revolving Period. 
During the Series 2005-2 Revolving Period, the Servicer will direct the
Trustee in writing to allocate, prior to 12:00 noon (New York City time) on
each Series 2005-2 Deposit Date, all amounts deposited into the Collection
Account as set forth below:


(i)            allocate to and deposit in the
Series 2005-2 Collection Account an amount equal to the sum of (A) the Series
2005-2 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 2005-2 Interest Rate Hedge.  All such amounts allocated to the Series
2005-2 Collection Account shall be further allocated to the Series 2005-2
Accrued Interest Account; and


(ii)           allocate to and deposit in the Series
2005-2 Excess Collection Account (A) an amount equal to the Series 2005-2
Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day and (B) on the Series 2005-2 Closing Date, the net
proceeds from the issuance of the Series 2005-2 Notes (for any such day, the “Series
2005-2 Principal Allocation”).


(b)   Allocations of Collections During the
Series 2005-2 Controlled Amortization Period.  During each Series 2005-2 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 2005-2
Deposit Date, all amounts deposited into the Collection Account as set forth
below:


(i)            allocate to and deposit in the
Series 2005-2 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 2005-2 Accrued Interest Account; and


(ii)           (A) during the Class A-1/A-2
Controlled Amortization Period, allocate to and deposit in the Series 2005-2
Collection Account an amount equal to the Series 2005-2 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-


 


54

















 


1/A-2 Controlled
Distribution Amount for such Related Month, then such excess will be allocated to
and deposited in the Series 2005-2 Excess Collection Account, (B) during the
Class A-3 Controlled Amortization Period, allocate to and deposit in the Series
2005-2 Collection Account an amount equal to the Series 2005-2 Principal
Allocation for such day, which amount shall be used to make principal payments
in respect of the Class A-3 Notes up to an amount equal to the Class A-3
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 Controlled Distribution Amount for such Related
Month, then such excess will be allocated to and deposited in the Series 2005-2
Excess Collection Account and (C) during the Class A-4/A-5 Controlled Amortization
Period, allocate to and deposit in the Series 2005-2 Collection Account an
amount equal to the Series 2005-2 Principal Allocation for such day, which
amount shall be used to make principal payments in respect of the Class A-4
Notes and the Class A-5 Notes up to an amount equal to the Class A-4/A-5
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-4/A-5 Controlled Distribution Amount for such Related
Month, then such excess will be allocated to and deposited in the Series 2005-2
Excess Collection Account.


(c)   Allocations of Collections During the
Series 2005-2 Rapid Amortization Period. 
During the Series 2005-2 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 2005-2 Deposit Date, all amounts deposited into the
Collection Account as set forth below:


(i)            allocate to and deposit in the Series
2005-2 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 2005-2 Accrued Interest Account; and


(ii)           allocate to and deposit in the Series
2005-2 Collection Account an amount equal to the Series 2005-2 Principal
Allocation for such day, which amount shall be ratably allocated among each
outstanding Class of Series 2005-2 Notes based on the Class Invested Amount of
each Class of Series 2005-2 Notes on such Series 2005-2 Deposit Date, and used
to make principal payments in respect of each Class of Series 2005-2 Notes in
accordance with Section 2.5 of this Series Supplement until the Series
2005-2 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 2005-2 Interest Rate Hedge Provider under its related Series
2005-2 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 2005-2 Interest Rate


 


55

















 


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 2005-2 Periodic Interest with respect to any class of Series 2005-2
Notes and the Series 2005-2 Interest Rate Hedge Premium, if any, payable on
such Distribution Date from Interest Collections allocable to the Series 2005-2
Notes pursuant to Section 2.2(c)(i) above, any amounts payable in
respect of each Series 2005-2 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 2005-2 Periodic Interest and such Series 2005-2 Interest Rate Hedge
Premium, if any, and (B) the Series 2005-2 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 2005-2 Notes during the Related Month with
respect to such Distribution Date in an amount equal to the lesser of such
insufficiency and the Series 2005-2 Overcollateralization Amount as of such Determination
Date and deposit such amount into the Series 2005-2 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 2005-2 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 2005-2 Lease Payment Deficit (a “Past Due Rent
Payment”), the Servicer shall direct the Trustee in writing to deposit into
the Series 2005-2 Collection Account an amount equal to the Series 2005-2
Invested Percentage, as of the date of the occurrence of such Series 2005-2
Lease Payment Deficit, of the Collections attributable to such Past Due Rent
Payment (the “Series 2005-2 Past Due Rent Payment”) and the Servicer
shall instruct the Trustee in writing to withdraw from the Series 2005-2
Collection Account and apply the Series 2005-2 Past Due Rent Payment in the
following order:


(i)            if the occurrence of such Series
2005-2 Lease Payment Deficit resulted in a demand for payment being made under
the Surety Bond, pay to the Surety Provider an amount equal to the lesser of
(x) the unreimbursed amount of the payment made by the Surety Provider under
the Surety Bond in respect of such demand and (y) the amount of the Series
2005-2 Past Due Rent Payment;


(ii)           if the occurrence of such Series
2005-2 Lease Payment Deficit resulted in a withdrawal being made from the
Series 2005-2 Reserve Account, deposit in the Series 2005-2 Reserve Account an
amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent
Payment remaining after any payment pursuant to clause (i) above and (y) the
excess, if any, of the Series 2005-2 Required Reserve Account Amount over the
Series 2005-2 Available Reserve Account Amount on such day;


 


56

















 


(iii)          if the occurrence of such Series
2005-2 Lease Payment Deficit resulted in one or more draws on a Series 2005-2
Letter of Credit, pay to each Series 2005-2 Letter of Credit Provider who made
a Lease Deficit Disbursement an amount equal to the lesser of (x) the
unreimbursed amount of such Series 2005-2 Letter of Credit Provider’s Lease
Deficit Disbursement and (y) such Series 2005-2 Letter of Credit Provider’s pro
rata share, calculated on the basis of the unreimbursed amount of each
such Series 2005-2 Letter of Credit Provider’s Lease Deficit Disbursement, of
the amount of the Series 2005-2 Past Due Rent Payment remaining after any
payments pursuant to clauses (i) and (ii) above;


(iv)          if the occurrence of such
Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from
the Series 2005-2 Cash Collateral Account, deposit in the Series
2005-2 Cash Collateral Account an amount equal to the lesser of (x) the
amount of the Series 2005-2 Past Due Rent Payment remaining after any payments
pursuant to clauses (i) through (iii) above and (y) the amount withdrawn
from the Series 2005-2 Cash Collateral Account on account of such Series 2005-2
Lease Payment Deficit;


(v)           allocate to and deposit in the
Series 2005-2 Accrued Interest Account the amount, if any, by which the Series
2005-2 Lease Interest Payment Deficit, if any, relating to such Series 2005-2
Past Due Rent Payment exceeds the Series 2005-2 Past Due Rent Payment applied
pursuant to clauses (i) through (iv) above; and


(vi)          allocate to and deposit in the Series
2005-2 Excess Collection Account and treat as Principal Collections the
remaining amount of the Series 2005-2 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 2005-2 Notes shall be allocated to and deposited in the Series
2005-2 Excess Collection Account and applied in accordance with Section
2.2(f) of this Series Supplement.


(f)    Series 2005-2 Excess Collection Account.  Amounts allocated to the Series 2005-2 Excess
Collection Account on any Series 2005-2 Deposit Date will be (i) first,
transferred to the Series 2005-2 Reserve Account in an amount up to the excess,
if any, of the Series 2005-2 Required Reserve Account Amount for such date over
the Series 2005-2 Available Reserve Account Amount for such date, only to the
extent that no Series 2005-2 Enhancement Deficiency or other Amortization Event
with respect to the Series 2005-2 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 2005-2 Enhancement Deficiency or other
Amortization Event with respect to the Series 2005-2 Notes would result
therefrom, (iii) third, for so long as no payment default by the related
Series 2005-2 Interest Rate Hedge Provider under its related Series 2005-2 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
2005-2 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 2005-2 Initial Interest Rate Hedge Provider under its
related Series 2005-2 Interest Rate Hedge has occurred and is continuing, and
without duplication of any amounts paid under clause (f)(iii) above,
transferred to the Series 2005-2 Interest Rate Hedge Collateral Account in an
amount up to the excess, if any, of the Series 2005-2 Required Interest Rate
Hedge Collateral Account Amount for such date over the Series 2005-2 Available
Interest Rate Hedge Collateral Account Amount for such date, only to the extent
that no Series 2005-2 Enhancement Deficiency or other Amortization Event with
respect to the Series 2005-2 Notes would


 


57

















 


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 2005-2 Enhancement Deficiency or other Amortization
Event with respect to the Series 2005-2 Notes would result therefrom.  Notwithstanding the foregoing, upon the
occurrence of an Amortization Event with respect to the Series 2005-2 Notes,
all funds allocated to the Series 2005-2 Excess Collection Account will be
allocated as Principal Collections by the Trustee and deposited to the Series
2005-2 Collection Account and applied in accordance with Section 2.2(c)(ii)
of this Series Supplement.


(g)   Series 2005-2 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 2005-2 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 2005-2 Lease Principal Payment Deficit, the Servicer
shall instruct the Trustee in writing to draw on the Series 2005-2 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 2005-2 Lease Principal Payment Deficit,
(ii) the Series 2005-2 Letter of Credit Liquidity Amount, (iii) the Principal
Deficit Amount and (iv) the excess, if any, of the Series 2005-2 Liquidity
Amount over the Series 2005-2 Required Liquidity Amount on the Series 2005-2
Letters of Credit by presenting to each Series 2005-2 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 2005-2
Distribution Account on such Distribution Date; provided, however,
that if the Series 2005-2 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2005-2 Cash Collateral
Account and deposit in the Series 2005-2 Distribution Account an amount equal
to the lesser of (x) the Series 2005-2 Cash Collateral Percentage on such
Distribution Date of the least of the amounts described in


 


58

















 


clauses (i) through (iv) above and (y) the Series
2005-2 Available Cash Collateral Account Amount on such Distribution Date and
draw an amount equal to the remainder of such amount on the Series 2005-2
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 2005-2 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
2005-2 Noteholders and all amounts received by the Trustee in respect of each
Series 2005-2 Interest Rate Hedge.


(b)   Note Interest with respect to the Series
2005-2 Notes, Payments

on each Series 2005-2 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 2005-2 Accrued Interest Account and deposited to
the Series 2005-2 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 2005-2 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 2005-2 Interest Rate Hedge during such period, in
respect of (w) first, an amount equal to the Series 2005-2 Periodic
Interest for the Series 2005-2 Interest Period ending on the day preceding such
Distribution Date, (x) second, an amount equal to the Series 2005-2
Interest Rate Hedge Premium for the next succeeding Distribution Date, (y) third,
an amount equal to the amount of any unpaid Series 2005-2 Deficiency Amounts as
of the preceding Distribution Date (together with any accrued interest on such
Series 2005-2 Deficiency Amounts) and (z) fourth, an amount equal to the
sum of the (i) Surety Provider Fee for such Series 2005-2 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 2005-2 Interest Rate Hedge described therein, from the Series 2005-2
Accrued Interest Account and shall deposit such amounts into the Series 2005-2
Distribution Account.


(c)   Reserved.


(d)   Withdrawals from the Series 2005-2 Reserve
Account.  If the Servicer determines
on any Distribution Date that the amounts available from the Series 2005-2
Accrued Interest Account, including amounts available under each Series 2005-2
Interest Rate Hedge, are insufficient to pay the sum of the amounts described
in clauses (w), (x),


 


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(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
2005-2 Reserve Account and deposit in the Series 2005-2 Distribution Account on
such Distribution Date an amount equal to the lesser of the Series 2005-2
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 2005-2 Reserve Account.  The
Trustee shall withdraw such amount from the Series 2005-2 Reserve Account and
deposit such amount in the Series 2005-2 Distribution Account.


(e)   Draws on the Series 2005-2 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 2005-2 Accrued Interest Account, the amounts
available under each Series 2005-2 Interest Rate Hedge plus the amount, if any,
to be withdrawn from the Series 2005-2 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 2005-2 Lease Interest
Payment Deficit on such Distribution Date, the Servicer shall instruct the
Trustee in writing to draw on the Series 2005-2 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 2005-2 Lease Interest Payment Deficit
on such Distribution Date and (iii) the Series 2005-2 Letter of Credit Liquidity
Amount on the Series 2005-2 Letters of Credit by presenting to each Series
2005-2 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 2005-2 Distribution Account on such Distribution Date; provided,
however  that if the Series 2005-2 Cash Collateral Account has
been established and funded, the Trustee shall withdraw from the Series 2005-2
Cash Collateral Account and deposit in the Series 2005-2 Distribution Account
an amount equal to the lesser of (x) the Series 2005-2 Cash Collateral
Percentage on such Distribution Date of the least of clauses (i), (ii) and
(iii) above and (y) the Series 2005-2 Available Cash Collateral Account Amount
on such Distribution Date, and draw an amount equal to the remainder of such
amount on the Series 2005-2 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 2005-2 Liquidity
Amount on such date of determination together with any amounts then on deposit
in the Series 2005-2 Accrued Interest Account and any amounts expected to be
paid to ARG on such Distribution Date under each Series 2005-2 Interest Rate
Hedge, if any, is insufficient to pay the amounts set forth under clause (a)
and clause (b) (i) of each of the Class A-1 Adjusted Periodic Interest, the
Class A-2 Adjusted Periodic Interest, the Class A-3 Adjusted Periodic Interest,
the Class A-4 Adjusted Periodic Interest and the Class A-5 Adjusted Periodic
Interest definitions which is due on such upcoming Distribution Date, the
Servicer shall


 


60

















 


certify such insufficiency to the Trustee and shall
instruct the Trustee in writing to certify such insufficiency to the Surety
Provider and, upon receipt of such certification 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 certify such insufficiency
to the Surety Provider.


(ii)                   If the Servicer determines on
any Distribution Date that the sum of the amounts available from the Series 2005-2
Accrued Interest Account plus the amount available under each Series
2005-2 Interest Rate Hedge plus the amount, if any, to be withdrawn from
the Series 2005-2 Reserve Account pursuant to Section 2.3(d) above plus
the amount, if any, to be drawn under the Series 2005-2 Letters of Credit
(and/or withdrawn from the Series 2005-2 Cash Collateral Account) pursuant to Section
2.3(e) above is insufficient to pay the amounts set forth under clause (a)
and clause (b) (i) of each of the Class A-1 Adjusted Periodic Interest, the
Class A-2 Adjusted Periodic Interest, the Class A-3 Adjusted Periodic Interest,
the Class A-4 Adjusted Periodic Interest and the Class A-5 Adjusted Periodic
Interest definitions 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 2005-2 Distribution Account.


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


(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 2005-2 Accrued Interest Account (after making the payments required in Section
2.3(b) above), if any, of


 


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amounts received by the Trustee in respect of each
Series 2005-2 Interest Rate Hedge and the Interest Collections allocated to the
Series 2005-2 Noteholders since the most recent Distribution Date as
follows:  (i) first, to the
Trustee, in an amount equal to the Series
2005-2 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 2005-2 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 2005-2 Accrued Interest
Account by the Trustee and (A) during the Series 2005-2 Revolving Period,
deposited into the Series 2005-2 Excess Collection Account, and (B) during the
Series 2005-2 Controlled Amortization Period or the Series 2005-2 Rapid
Amortization Period, deposited into the Series 2005-2 Collection Account and
treated as Principal Collections.


Section 2.4             Payment
of Note Interest, Surety Provider Fee, Surety Provider Reimbursement Amounts
and Series 2005-2 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 2005-2
Noteholders from the Series 2005-2 Distribution Account the amount deposited in
the Series 2005-2 Distribution Account for the payment of interest pursuant to
Section 2.3 of this Series Supplement (including any unpaid Series 2005-2
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 2005-2 Distribution Account (after
the payment of interest to Series 2005-2 Noteholders pursuant to this Section
2.4) (i) first, to each Series 2005-2 Interest Rate Hedge Provider, the Series
2005-2 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, the Class A-3
Controlled Amortization Period or the Class A-4/A-5 Controlled Amortization
Period, as the case may be, or the first Determination Date after the
commencement of the Series 2005-2 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 2005-2 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 Section 2.2(f) of
this Series Supplement.  On the
Distribution Date following


 


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each such Determination Date, the Trustee shall
withdraw the amount allocated to the Series 2005-2 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 2005-2 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 2005-2 Excess Collection Account and
deposit such amounts, including any amounts reallocated to the Series 2005-2
Notes from other Series of Group I Notes pursuant to Section 5.2(c) of the Base
Indenture, in the Series 2005-2 Distribution Account, to be paid to the holders
of the Series 2005-2 Notes of such Class.


(b)   Final Distribution Date with Respect to
Series 2005-2 Notes.  If the amount
to be deposited in the Series 2005-2 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, the Class A-3 Final Distribution Date or the Class A-4/A-5
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, the Class A-4 Outstanding
Principal Amount or the Class A-5 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 2005-2 Reserve Account
an amount equal to the lesser of the Series 2005-2 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 2005-2
Distribution Account on or prior to such Final Distribution Date.  The Trustee shall withdraw such amount from
the Series 2005-2 Reserve Account and deposit such amount in the Series 2005-2
Distribution Account on or prior to such Final Distribution Date.  If the Series 2005-2 Available Reserve
Account Amount is less than such insufficiency and there are any Series 2005-2
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
2005-2 Demand Note in an amount equal to the lesser of (i) such remaining
insufficiency and (ii) the Series 2005-2 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 2005-2 Demand Note to be deposited into
the Series 2005-2 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
2005-2 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


 


63

















 


described in clause (a) of the definition
thereof, without the lapse of a period of 60 consecutive days) with respect to
Vanguard, the Trustee shall not have delivered such Demand Notice to Vanguard
on the second Business Day preceding such Final Distribution Date, the Trustee
shall draw on the Series 2005-2 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 2005-2 Demand Note (or, the amount that
the Trustee failed to demand for payment thereunder) and (b) the Series 2005-2
Letter of Credit Amount on such Business Day, by presenting to each Series
2005-2 Letter of Credit Provider a draft accompanied by a Certificate of Unpaid
Demand Note Demand; provided, however that if the Series 2005-2
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2005-2 Cash Collateral Account and deposit in the
Series 2005-2 Distribution Account an amount equal to the lesser of (x) the
Series 2005-2 Cash Collateral Percentage on such Business Day of the amount
that Vanguard failed to pay under the Series 2005-2 Demand Note (or, the amount
that the Trustee failed to demand for payment thereunder) and (y) the Series
2005-2 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 2005-2 Demand Note (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 2005-2 Letters of Credit.  The Trustee shall deposit into, or cause the
deposit of the proceeds of any draw on the Series 2005-2 Letters of Credit and
the proceeds of any withdrawal from the Series 2005-2 Cash Collateral Account
to be deposited in, the Series 2005-2 Distribution Account.  If, after giving effect to the deposit into
the Series 2005-2 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 2005-2 Distribution Account with respect to the Final Distribution Date
with respect to the Series 2005-2 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, the Class A-4 Outstanding
Principal Amount or the Class A-5 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 2005-2
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 2005-2 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 Final Distribution Date. The entire


 


64

















 


principal amount of all Outstanding Class A-4 Notes
shall be due and payable on the Class A-4/A-5 Final Distribution Date.

The entire principal amount of all Outstanding Class A-5 Notes shall be due and
payable on the Class A-4/A-5 Final Distribution Date.


(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 2005-2 Reserve Account and deposit in the Series 2005-2 Distribution
Account on the following Distribution Date an amount equal to the lesser of (x)
the Series 2005-2 Available Reserve Account Amount and (y) the Principal
Deficit Amount.  The Trustee shall
withdraw such amount from the Series 2005-2 Reserve Account and deposit such
amount in the Series 2005-2 Distribution Account on or prior to such
Distribution Date for allocation to each Class of Series 2005-2 Notes in
accordance with Section 2.5(d) of this Series Supplement.  If the Series 2005-2 Available Reserve
Account Amount is less than the Principal Deficit Amount and there are any
Series 2005-2 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 2005-2 Demand Note, (B) the
remaining Principal Deficit Amount (assuming the application of the amount to
be removed from the Series 2005-2 Reserve Account and applied to reduce the
Series 2005-2 Adjusted Invested Amount on the next Distribution Date) and (C)
the Series 2005-2 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 2005-2 Demand Note to be deposited into the Series
2005-2 Distribution Account for allocation to each Class of the Series 2005-2
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
2005-2 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 2005-2 Letters of Credit an amount


 


65

















 


equal to the lesser of (A)
Series 2005-2 Letter of Credit Amount and (B) the amount that Vanguard failed
to pay under the Series 2005-2 Demand Note (or the amount that the Trustee
failed to demand for payment thereunder) by presenting to each Series 2005-2
Letter of Credit Provider a draft accompanied by a Certificate of Unpaid Demand
Note Demand; provided, however, that if the Series 2005-2 Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Series 2005-2 Cash Collateral Account and deposit in the Series 2005-2
Distribution Account an amount equal to the lesser of (x) the Series 2005-2
Cash Collateral Percentage on such Business Day of the amount that Vanguard
failed to pay under the Series 2005-2 Demand Note (or the amount that the
Trustee failed to demand for payment thereunder) and (y) the Series 2005-2
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 2005-2 Demand Note (or, the amount that the Trustee failed to demand
for payment thereunder) on the Series 2005-2 Letters of Credit.  The Trustee shall deposit into, or cause the
deposit of the proceeds of any draw on the Series 2005-2 Letters of Credit and
the proceeds of any withdrawal from the Series 2005-2 Cash Collateral Account
to be deposited in, the Series 2005-2 Distribution Account for allocation to
each Class of the Series 2005-2 Notes in accordance with Section 2.5(d)
of this Series Supplement.


(ii)           If, after giving effect to the
deposits into the Series 2005-2 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 2005-2 Distribution Account for
allocation to each Class of the Series 2005-2 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 2005-2 Collection Account
and, if applicable, the Series 2005-2 Excess Collection Account pursuant to Section
2.5(a) of this Series Supplement or amounts are deposited in the Series
2005-2 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, (x) pay to each Class A-1 Noteholder or
Class A-2 Noteholder, as applicable, on a pro  rata basis from the
Series 2005-2 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 2005-2 Rapid Amortization Period or on the
Class A-1/A-2 Final Distribution Date, (y) pay to each Class A-3 Noteholder
from the Series 2005-2 Distribution Account the amount deposited therein
pursuant to Section


 


66

















 


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 Controlled Amortization Amount during the
Class A-3 Controlled Amortization Period or to the extent necessary to pay the
Class A-3 Invested Amount during the Series 2005-2 Rapid Amortization Period or
on the Class A-3 Final Distribution Date and (z) pay to each Class A-4
Noteholder or Class A-5 Noteholder, as applicable, on a pro  rata
basis from the Series 2005-2 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-4/A-5
Controlled Amortization Amount during the Class A-4/A-5 Controlled Amortization
Period or to the extent necessary to pay the Class A-4 Invested Amount and the
Class A-5 Invested Amount during the Series 2005-2 Rapid Amortization Period or
on the Class A-4/A-5 Final Distribution Date.


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 2005-2 Collection
Account, the Series 2005-2 Excess Collection Account, the Series 2005-2 Accrued
Interest Account or the Series 2005-2 Distribution Account (collectively, the “Series
2005-2 Accounts”) or deposit into a Series 2005-2 Account from any other
Series 2005-2 Account, 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 2005-2
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
2005-2 Reserve Account.


(a)   Establishment of Series 2005-2 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 2005-2 Noteholders, each Series 2005-2 Interest
Rate Hedge Provider and the Surety Provider, an account (the “Series 2005-2
Reserve Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2005-2 Noteholders,
each Series 2005-2 Interest Rate Hedge Provider and the Surety Provider.  The Series 2005-2 Reserve Account shall be


 


67

















 


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 2005-2 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
2005-2 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 2005-2 Reserve Account. 
If a new Series 2005-2 Reserve Account is established, ARG shall
instruct the Trustee in writing to transfer all cash and investments from the
non-qualifying Series 2005-2 Reserve Account into the new Series 2005-2 Reserve
Account.  Initially, the Series 2005-2
Reserve Account will be established with The Bank of New York.


(b)   Administration of the Series 2005-2
Reserve Account.  ARG may instruct
(by standing instructions or otherwise) the institution maintaining the Series
2005-2 Reserve Account to invest funds on deposit in the Series 2005-2 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 2005-2 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 2005-2 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 2005-2
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 2005-2 Reserve Account
shall remain uninvested.


(c)   Earnings from Series 2005-2 Reserve Account.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2005-2 Reserve
Account shall be deemed to be on deposit therein and available for
distribution.


(d)   Series 2005-2 Reserve Account Constitutes
Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for
the payment of the ARG Obligations with respect to the Series 2005-2 Notes, ARG
hereby grants a security


 


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interest in and assigns, pledges, grants, transfers
and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders,
each Series 2005-2 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 2005-2 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 2005-2
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
2005-2 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 2005-2 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 2005-2 Reserve Account Collateral”).  The Trustee, for the benefit of the Series
2005-2 Noteholders, each Series 2005-2 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 2005-2 Reserve Account and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-2 Reserve Account.  The Series 2005-2 Reserve Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Hedge Provider
and the Surety Provider.


(e)   Series 2005-2 Reserve Account Surplus.  In the event that the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Reserve Account an amount equal to the least of
(a) the excess of (x) 1.1% of the Series 2005-2 Required Aggregate Asset
Amount, as of the date of the occurrence of such Series 2005-2 ARG Liquidation
Event, over (y) the aggregate of the amounts previously withdrawn under this Section
2.7(f) of this Series Supplement


 


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in respect of fees due and owing to the Trustee, the
Master Collateral Agent and the Disposition Agent, (b) the Series 2005-2
Percentage on such Distribution Date of the amount of such fees and/or expenses
and (c) the Series 2005-2 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 2005-2 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 2005-2 Noteholders and to the Surety
Provider and payable from the Series 2005-2 Reserve Account as provided herein,
shall withdraw from the Series 2005-2 Reserve Account all amounts on deposit
therein for payment to ARG.


Section 2.8             Series
2005-2 Letters of Credit and Series 2005-2 Cash Collateral Account.


(a)   Series 2005-2 Letters of Credit and Series
2005-2 Cash Collateral Account Constitutes Additional Collateral for Series
2005-2 Notes.  In order to secure and
provide for the payment of the ARG Obligations with respect to the Series
2005-2 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 2005-2
Noteholders, each Series 2005-2 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 2005-2 Cash Collateral
Account, including any security entitlement thereto; (ii) all funds on deposit
in the Series 2005-2 Cash Collateral Account from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Series 2005-2 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 2005-2 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 2005-2 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 2005-2
Cash Collateral Account Collateral”). 
The Trustee shall, for the benefit of the Series 2005-2 Noteholders,
each Series 2005-2 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 2005-2 Cash Collateral Account and in all proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect
of the Series 2005-2 Cash Collateral Account. 
The Series 2005-2 Cash Collateral Account Collateral shall be under the
sole dominion and control of the Trustee


 


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for the benefit of the Series 2005-2 Noteholders, each
Series 2005-2 Interest Rate Hedge Provider and the Surety Provider.


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


(c)   Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Required Enhancement Amount over the
Series 2005-2 Enhancement Amount, excluding the available amount under the


 


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Series 2005-2 Letter of Credit issued by such Series
2005-2 Letter of Credit Provider, on such date and (B) the excess, if any, of
the Series 2005-2 Required Liquidity Amount over the Series 2005-2 Liquidity
Amount, excluding the available amount under such Series 2005-2 Letter of
Credit, on such date, and (ii) the amount available to be drawn on such Series
2005-2 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 2005-2 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 2005-2 Cash
Collateral Account.


(d)   Termination Date Demands on the Series
2005-2 Letters of Credit.  Prior to
10:00 a.m. (New York City time) on the second Business Day prior to the Series
2005-2 Letter of Credit Termination Date, the Servicer shall determine the
Series 2005-2 Demand Note Payment Amount, if any, as of the Series 2005-2
Letter of Credit Termination Date and, if the Series 2005-2 Demand Note Payment
Amount is greater than zero, instruct the Trustee in writing to draw on the
Series 2005-2 Letters of Credit.  Upon
receipt of any such notice by the Trustee on or prior to 11:00 a.m. (New York
City time) on a Business Day, the Trustee shall, by 12:00 noon (New York City
time) on such Business Day draw an amount equal to the lesser of (i) the Series
2005-2 Demand Note Payment Amount and (ii) the Series 2005-2 Letter of Credit
Liquidity Amount on the Series 2005-2 Letters of Credit by presenting to each
Series 2005-2 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 2005-2 Cash Collateral Account; provided, however
that if the Series 2005-2 Cash Collateral Account has been established and
funded, the Trustee shall draw an amount equal to the product of 100% minus
the Series 2005-2 Cash Collateral Percentage on such Business Day on the Series
2005-2 Letters of Credit.


(e)   Draws on the Series 2005-2 Letters of
Credit.  If there is more than one
Series 2005-2 Letter of Credit on the date of any draw on the Series 2005-2
Letters of Credit pursuant to the terms of this Series Supplement, the Servicer
shall instruct the Trustee, in writing, to draw on each Series 2005-2 Letter of
Credit in an amount equal to the Pro Rata Share of the Series 2005-2 Letter of
Credit Provider issuing such Series 2005-2 Letter of Credit of the amount of
such draw on the Series 2005-2 Letters of Credit.


(f)    Establishment of Series 2005-2 Cash
Collateral Account.  On or prior to
the date of any drawing under a Series 2005-2 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 2005-2 Noteholders, each Series 2005-2 Interest
Rate Hedge Provider and the Surety Provider,


 


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an account (the “Series 2005-2 Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-2 Noteholders, each Series 2005-2
Interest Rate Hedge Provider and the Surety Provider.  The Series 2005-2 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 2005-2 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 2005-2
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 2005-2 Cash Collateral Account.  If a new Series 2005-2 Cash Collateral
Account is established, ARG shall instruct the Trustee in writing to transfer
all cash and investments from the non-qualifying Series 2005-2 Cash Collateral
Account into the new Series 2005-2 Cash Collateral Account.


(g)   Administration of the Series 2005-2 Cash
Collateral Account.  ARG may instruct
(by standing instructions or otherwise) the institution maintaining the Series
2005-2 Cash Collateral Account to invest funds on deposit in the Series 2005-2
Cash Collateral Account from time to time in Permitted Investments; provided,
however, that any such investment shall mature not later than the
Business Day prior to the first Distribution Date with respect to the Series
2005-2 Notes of any class following the date on which such funds were received,
unless any Permitted Investment held in the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Cash Collateral Account shall remain uninvested.


(h)   Earnings from Series 2005-2 Cash
Collateral Account.  All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in
the 


 


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Series 2005-2 Cash Collateral Account shall be deemed
to be on deposit therein and available for distribution.


(i)    Series 2005-2 Cash Collateral Account
Surplus.  In the event that the
Series 2005-2 Cash Collateral Account Surplus on any Distribution Date (or,
after the Series 2005-2 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 2005-2 Cash
Collateral Account an amount equal to the Series 2005-2 Cash Collateral Account
Surplus and shall pay such amount:  first,
pro  rata to the Series 2005-2 Letter of Credit Providers, for
application in accordance with the provisions of the related Series 2005-2
Reimbursement Agreement, and, second, to ARG any remaining amount.


(j)    Post-Series 2005-2 Letter of Credit
Termination Date Withdrawals from the Series 2005-2 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 2005-2 Cash Collateral Account and pay to the Surety Provider
an amount equal to the lesser of (i) the Series 2005-2 Available Cash
Collateral Account Amount on such date and (ii) such Preference Amount.  Prior to any withdrawal from the Series
2005-2 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.


(k)   Termination of Series 2005-2 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 2005-2 Noteholders
and to the Surety Provider and payable from the Series 2005-2 Cash Collateral
Account as provided herein, shall withdraw from the Series 2005-2 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
2005-2 Letter of Credit Providers, for application in accordance with the
provisions of the related Series 2005-2 Reimbursement Agreement, and second,
to ARG any remaining amount.


Section 2.9             Series
2005-2 Distribution Account.


(a)   Establishment of Series 2005-2
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 2005-2 Noteholders, each Series
2005-2 Interest Rate Hedge Provider and the Surety Provider, an account (the “Series
2005-2 Distribution Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, each Series 2005-2 Interest Rate Hedge Provider and the Surety
Provider.  The Series 2005-2 Distribution
Account shall be maintained (i) with a Qualified Institution or (ii) as a
segregated trust account with the


 


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corporate trust department of a depository institution
or trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2005-2 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 2005-2
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 2005-2 Distribution Account.  If a new Series 2005-2 Distribution Account
is established, ARG shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Series 2005-2 Distribution Account into
the new Series 2005-2 Distribution Account. 
Initially, the Series 2005-2 Distribution Account will be established
with The Bank of New York.


(b)   Administration of the Series 2005-2
Distribution Account.  ARG may
instruct (by standing instructions or otherwise) the institution maintaining
the Series 2005-2 Distribution Account to invest funds on deposit in the Series
2005-2 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
2005-2 Notes of any class following the date on which such funds were received,
unless any Permitted Investment held in the Series 2005-2 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 2005-2 Distribution
Account and any such Permitted Investments that constitute (i) Physical
Property (and that is not either a United States Security Entitlement or a
Security Entitlement) or Uncertificated Securities (and not United States
Security Entitlements) shall be delivered to the Trustee in accordance with the
definition of “Delivery” and shall be held by the Trustee pending maturity or
disposition and (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Trustee pending maturity or
disposition.  The Trustee shall, at the
expense of ARG, take such action as is requested of it to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2005-2
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 2005-2 Distribution
Account shall remain uninvested.


(c)   Earnings from Series 2005-2 Distribution
Account.  On each Distribution Date,
all interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2005-2 Distribution Account shall be distributed to
ARG.


(d)   Series 2005-2 Distribution Account
Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the
payment of the ARG Obligations with respect to the Series 2005-2 Notes, ARG
hereby grants a security


 


75

















 


interest in and assigns, pledges, grants, transfers
and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders,
each Series 2005-2 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 2005-2 Distribution Account, including any security entitlement
thereto; (ii) all funds on deposit in the Series 2005-2 Distribution Account
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 2005-2 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 2005-2 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 2005-2 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 2005-2
Distribution Account Collateral”). 
The Trustee shall, for the benefit of the Series 2005-2 Noteholders,
each Series 2005-2 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 2005-2 Distribution Account and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-2 Distribution Account.  The Series 2005-2 Distribution Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Hedge Provider and
the Surety Provider.


Section 2.10           Series
2005-2 Demand Note and each Series 2005-2 Interest Rate Hedge Constitutes
Additional Collateral for Series 2005-2 Notes.


In order to secure and
provide for the payment of the ARG Obligations with respect to the Series
2005-2 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
2005-2 Noteholders,  each Series 2005-2
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 2005-2 Demand Note; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2005-2 Demand Note;
(iii) each Series 2005-2 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 2005-2
Closing Date, ARG shall deliver to the Trustee, for the benefit of the Series
2005-2 Noteholders, each Series 2005-2 Interest Rate Hedge Provider and the
Surety Provider, the Series 2005-2 Demand Note, endorsed in blank, and an
executed copy of each Series 2005-2 Interest Rate Hedge.  The Trustee, for the benefit of the Series
2005-2 Noteholders, each Series 2005-2 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 2005-2 Demand Note.


 


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Section 2.11           Series
2005-2 Interest Rate Hedges.


(a)   On the Series 2005-2 Closing Date, ARG shall
acquire each Series 2005-2 Interest Rate Hedge from a Qualified Interest Rate
Hedge Provider.


(b)   If, at any time, a Series 2005-2 Interest
Rate Hedge Provider is not a Qualified Interest Rate Hedge Provider, then ARG
will cause the Series 2005-2 Interest Rate Hedge Provider within 30 days
following such occurrence and at the Series 2005-2 Interest Rate Hedge Provider’s
expense, to do one of the following (the choice of such action to be determined
by the Series 2005-2 Interest Rate Hedge Provider) (i) obtain a replacement
interest rate hedge on the same terms as such Series 2005-2 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 2005-2 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 2005-2 Interest
Rate Hedge Provider’s obligations under its Series 2005-2 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 immediately prior
Shadow Rating; provided that no termination of the Series 2005-2
Interest Rate Hedge shall occur until ARG has entered into a replacement Series
2005-2 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 2005-2 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 2005-2 Interest Rate Hedge at the expense of the
replaced Series 2005-2 Interest Rate Hedge Provider or, if the replaced Series
2005-2 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 2005-2 Interest Rate Hedge to provide that if the Series
2005-2 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 2005-2 Interest Rate Hedge
Provider must, until a replacement Series 2005-2 Interest Rate Hedge is
executed and in effect, collateralize its obligations as required under clause
(iii) above.  Each Series 2005-2
Noteholder by its acceptance of 


 


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a Series 2005-2 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 2005-2 Interest Rate Hedge Provider pursuant to clause (iii)
above (A) is collateral solely for the obligations of such Series 2005-2
Interest Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge, (B)
does not constitute collateral for the Series 2005-2 Notes (provided that in
order to secure and provide for the payment of the ARG Obligations with respect
to the Series 2005-2 Notes, ARG has pledged each Series 2005-2 Interest Rate
Hedge and its security interest in any collateral posted in connection
therewith as collateral for the Series 2005-2 Notes), and (C) will in no event
be available to satisfy any obligations of the Issuer hereunder or otherwise
unless and until such Series 2005-2 Interest Rate Hedge Provider defaults in
its obligations under its Series 2005-2 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 2005-2 Interest
Rate Hedge Provider.


(c)   If the long-term senior unsecured debt rating
of a Series 2005-2 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 2005-2 Interest Rate Hedge Provider’s Series 2005-2
Interest Rate Hedge, provided, however, that such Series 2005-2
Interest Rate Hedge shall not be terminated until either: (i) ARG or such
Series 2005-2 Interest Rate Hedge Provider, at the direction of the Surety
Provider and in each case at the expense of such Series 2005-2 Interest Rate
Hedge Provider, has obtained a replacement Series 2005-2 Interest Rate Hedge on
the same terms as the Series 2005-2 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 2005-2 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.


(e)   ARG shall require all Series 2005-2 Interest
Rate Hedge Proceeds to be paid, and the Trustee shall allocate all Series
2005-2 Interest Rate Hedge Proceeds, to the Series 2005-2 Accrued Interest
Account or the Series 2005-2 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-3 Interest Rate
Hedge until the Class A-3 Notes are paid in full.  ARG shall maintain a Class A-5 Interest Rate
Hedge until the Class A-5 Notes are paid in full.


Section 2.12           Series
2005-2 Interest Rate Hedge Collateral Account.


(a)   Establishment of Series 2005-2 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 2005-2 Initial Interest Rate
Hedge Provider, an account (the “Series 2005-2 Interest Rate Hedge
Collateral Account”), 


 


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bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-2 Initial
Interest Rate Hedge Provider.  The Series
2005-2 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 2005-2
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 2005-2
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 2005-2 Interest Rate Hedge
Collateral Account.  If a new Series
2005-2 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 2005-2 Interest Rate Hedge Collateral Account into the
new Series 2005-2 Interest Rate Hedge Collateral Account.  Initially, the Series 2005-2 Interest Rate
Hedge Collateral Account will be established with The Bank of New York.


(b)   Administration of the Series 2005-2
Interest Rate Hedge Collateral Account. 
ARG may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2005-2 Interest Rate Hedge Collateral Account to invest
funds on deposit in the Series 2005-2 Interest Rate Hedge Collateral Account
from time to time in Permitted Investments or, subject to receipt of the prior
written consent of the Series 2005-2 Initial Interest Rate Hedge Provider (by
standing instructions or otherwise), any other investments.  All such investments will be credited to the
Series 2005-2 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 of it to
maintain the Trustee’s security interest in the investments credited to the
Series 2005-2 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 2005-2 Initial Interest Rate Hedge Provider
consents to such disposal.  In the
absence of written investment instructions hereunder, funds on deposit in the
Series 2005-2 Interest Rate Hedge Collateral Account shall remain uninvested.


(c)   Earnings from Series 2005-2 Interest Rate
Hedge Collateral Account.  All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-2 Interest Rate Hedge Collateral Account shall be
deemed to be on deposit therein and available for distribution.


 


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(d)   Series 2005-2 Interest Rate Hedge
Collateral Account Constitutes Additional Collateral for Series 2005-2 Interest
Rate Hedge Provider.  In order to secure and provide for
the payment of any termination payments under the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 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
2005-2 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 2005-2 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 2005-2 Interest Rate Hedge
Collateral Account Collateral”).  The
Trustee, for the benefit of the Series 2005-2 Initial Interest Rate Hedge
Provider, shall possess all right, title and interest in all funds on deposit
from time to time in the Series 2005-2 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 2005-2 Interest Rate
Hedge Collateral Account.  The Series
2005-2 Interest Rate Hedge Collateral Account Collateral shall be under the
sole dominion and control of the Trustee for the benefit of the Series 2005-2
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
2005-2 Interest Rate Hedge Collateral Account or the Collateral therein shall
be subordinate to the security interest of the Series 2005-2 Initial Interest
Rate Hedge Provider.


(e)   Withdrawals from the Series 2005-2
Interest Rate Hedge Collateral Account. 
If the Servicer determines, or if the Servicer fails to so determine, so
long as no payment default by the Series 2005-2 Initial Interest Rate Hedge
Provider under any of the Series 2005-2 Initial Interest Rate Hedge Provider
Hedges has occurred and is continuing, the Series 2005-2 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
2005-2 Initial Interest Rate Hedge Provider’s Series 2005-2 Interest Rate Hedge
is insufficient to pay such termination amounts, or (ii) the amount available
under the Series Supplement relating to any other Series 2005-2 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 2005-2
Initial Interest Rate Hedge Provider Hedge is insufficient to pay such
termination amount, then in each case the Servicer shall


 


80

















 


instruct, or if the Servicer fails to so instruct, so
long as no payment default by the Series 2005-2 Initial Interest Rate Hedge
Provider under any of the Series 2005-2 Initial Interest Rate Hedge Provider
Hedges has occurred and is continuing, the Series 2005-2 Initial Interest Rate
Hedge Provider may instruct, the Trustee in writing to withdraw from the Series
2005-2 Interest Rate Hedge Collateral Account and pay by wire transfer to the
Series 2005-2 Initial Interest Rate Hedge Provider on such Distribution Date an
amount equal to the lesser of the Series 2005-2 Available
Interest Rate Hedge Collateral Account Amount and the aggregate of such
insufficiency.


(f)    Series 2005-2 Interest Rate Hedge
Collateral Account Surplus.  In the
event that the Series 2005-2 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 2005-2 Interest Rate Hedge Collateral Account and shall pay such
excess amount to ARG.


Termination of Series 2005-2 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 2005-2
Initial Interest Rate Hedge Provider and payable from the Series 2005-2 Interest
Rate Hedge Collateral Account as provided herein, shall withdraw from the
Series 2005-2 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 2005-2 Notes (the “Series
2005-2 Amortization Events”) and shall constitute the Amortization Events
set forth in Section 9.1(d) of the Base Indenture with respect to the Series
2005-2 Notes:


(a)   ARG defaults in the payment of any interest
on, or other amount payable in respect of, the Series 2005-2 Notes when the
same becomes due and payable and such default continues for a period of five
(5) Business Days;


(b)   ARG defaults in the payment of any principal
of the Series 2005-2 Notes when the same becomes due and payable and such
default continues for a period of one (1) Business Day;


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


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


 


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(e)   the Series 2005-2 Overcollateralization
Amount shall be less than the Series 2005-2 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 2005-2 Reserve Account, the Series
2005-2 Collection Account or the Series 2005-2 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 2005-2
Enhancement Deficiency or a Series 2005-2 Liquidity Deficiency would result
from excluding the amount on deposit in any such account that is subject to an
injunction, estoppel or other stay or a Lien (other than Permitted Liens) from
the Series 2005-2 Enhancement Amount or the Series 2005-2 Liquidity Amount, to
the extent applicable;


(h)   from and after the funding of  the Series 2005-2 Cash Collateral Account,
such Series 2005-2 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 2005-2 Enhancement Deficiency or a Series
2005-2 Liquidity Deficiency would result from excluding the amount on deposit
in the Series 2005-2 Cash Collateral Account from the Series 2005-2 Enhancement
Amount or the Series 2005-2 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 Expected Final Distribution Date, all principal of and
interest on the Class A-4 Notes is not paid in full on or before the Class
A-4/A-5 Expected Final Distribution Date or all principal of and interest on
the Class A-5 Notes is not paid in full on or before the Class A-4/A-5 Expected
Final Distribution Date;


(m)  ARG fails to comply with any of its other
agreements or covenants in, or provisions of, the Series 2005-2 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 2005-2
Noteholders and continues to materially and adversely affect the interests of
the Series 2005-2 Noteholders for a period of forty-five (45) days after the
earlier of (i) the date on which


 


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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 2005-2 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 2005-2 Enhancement Deficiency results from redesignating
each Series 2005-2 Program Vehicle subject to such Manufacturer Program as a
Series 2005-2 Non-Program Vehicle) or ARG shall so assert in writing;


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


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


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


In the case of


(i) any event
described in clauses (a) through (l), (o), and (q)  above,
an Amortization Event with respect to the Series 2005-2 Notes shall immediately
occur without any notice or other action on the part of the Trustee or any
Series 2005-2 Noteholder; or


(ii) any event
described in clauses (m), (n), (p), (r) or (s)
above, either the Trustee or Series 2005-2 Noteholders holding more than 50% of
the Series 2005-2


 


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Invested Amount may, by written
notice to ARG, declare that an Amortization Event with respect to the Series
2005-2 Notes has occurred as of the date of the notice.  Amortization Events with respect to the
Series 2005-2 Notes described in


 


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clauses (a)
through (l), (o), and (q) above will be subject to waiver
by 100% of the Series 2005-2 Noteholders. 
An Amortization Event with respect to the Series 2005-2 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 2005-2 NOTES


Section 6.1             Restricted
Global Series 2005-2 Notes.


The Series 2005-2 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”, a “Restricted
Global Class A-4 Note” or a “Restricted Global Class A-5 Note”, and,
collectively, the “Restricted Global 
Notes”), substantially in the form set forth in Exhibit A-1-1,
Exhibit A-1-2, Exhibit A-1-3, Exhibit A-1-4 and Exhibit
A-1-5, 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 2005-2 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 2005-2 Notes in accordance with the provisions of the Base
Indenture (as modified by this Series Supplement).


Section 6.2             Temporary
Global Series 2005-2 Notes; Permanent Global Series 2005-2 Notes.


The Series 2005-2 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 


 


85

















 


coupons (each, a “Temporary
Global Class A-1 Note”, a “Temporary Global Class A-2 Note”, a “Temporary
Global Class A-3 Note”, a “Temporary Global Class A-4 Note”  or a “Temporary Global Class A-5 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, Exhibit A-2-4 and Exhibit
A-2-5 hereto, which shall be deposited on behalf of the purchasers of the
Series 2005-2 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”, a “Permanent Global Class A-4 Note” or a
“Permanent Global Class A-5 Note” and, collectively, the “Permanent Global
Notes”), substantially in the form of Exhibit A-3-1, Exhibit A-3-2, Exhibit
A-3-3, Exhibit A-3-4 and Exhibit A-3-5 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 2005-2 Notes
in accordance with the provisions of such Permanent Global Note and the Base
Indenture (as modified by this Series Supplement).


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 2005-2 Notes theretofore
authenticated and issued have been delivered (other than destroyed, lost or stolen
Series 2005-2 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 2005-2
Initial Interest Rate Hedge Provider Hedge has been terminated and, for so long
as no payment default by the Series 2005-2 Initial Interest Rate Hedge Provider
under its related Series 2005-2 Interest Rate Hedge has occurred and is
continuing, the Series 2005-2 Initial Interest Rate Hedge Provider has been
paid all amounts owing to it under each of its Series 2005-2 Initial Interest
Rate Hedge Provider Hedges and, if the Series 2005-2 Demand Note Payment on the
Series 2005-2 Letter of Credit Termination Date was greater than zero, all
amounts have been withdrawn from the Series 2005-2 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:


 


86

















 


(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
2005-2 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 2005-2 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 2005-2 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 2005-2 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;


(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 2005-2 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 2005-2 Noteholders at
the time of such termination; and


(v)           the Series 2005-2 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 2005-2 Notes, the
U.S. Government Obligations (and any amounts


 


87

















 


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
2005-2 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 2005-2 Notes. 
The Series 2005-2 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 2005-2 Invested Amount is
less than or equal to 10% of the Series 2005-2 Initial Invested Amount (the “Series
2005-2 Repurchase Amount”); provided, however, that, as a
condition precedent to any repurchase, on or prior to the Distribution Date on
which any Series 2005-2 Note is repurchased by ARG pursuant to this Section
8.1, ARG shall (x) pay the Surety Provider all Surety Provider Fees and all
other Surety Provider Reimbursement Amounts due and unpaid as of such
Distribution Date and (y) pay each Series 2005-2 Interest Rate Hedge Provider
all amounts, including any termination payments, due to it under the related
Series 2005-2 Interest Rate Hedge; and provided further that such repurchase
will not cause a draw under the Surety Bond. 
The repurchase price for any Series 2005-2 Note shall equal the
aggregate outstanding principal balance of such Series 2005-2 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 2005-2 Notes, substantially in the form of
Exhibit G, setting forth, inter  alia, the following
information:


 


88

















 


(i)            the Series 2005-2 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 2005-2 Enhancement Amount
and the Series 2005-2 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 2005-2 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 2005-2 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 2005-2 Non-Program Vehicle
Amount, the Series 2005-2 Non-Program Vehicle Percentage, the GM Vehicle
Amount, the Specified BBB-/Baa3 Amount, the Specified BBB-/Baa3 Vehicle
Percentage Excess and the GM Freeze Vehicle Percentage as of the last day of
the Related Month;


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


(ix)           the Series 2005-2 Required
Enhancement Incremental Amount, if any, as of the last day of the Related
Month;


(x)            the Series 2005-2 Required Liquidity
Amount as of the as of the last day of the Related Month and whether the Series
2005-2 Liquidity Amount is less than the Series 2005-2 Required Liquidity
Amount as of the last day of the Related Month;


(xi)           the Series 2005-2 Required
Enhancement Amount and whether a Series 2005-2 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
2005-2 Program Vehicles manufactured by such Manufacturer;


 


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(xiii)         with respect to each Manufacturer, the
percentage of all Vehicles as of the end of the Related Month which were Series
2005-2 Non-Program Vehicles manufactured by such Manufacturer;


(xiv)        the amount of any withdrawal from the
Series 2005-2 Reserve Account, the Series 2005-2 Cash Collateral Account, any
demand on the Series 2005-2 Demand Note or any drawing on any Series 2005-2
Letter of Credit anticipated to be made on such Distribution Date; and


(xv)         the Class A-1/A-2 Carryover Controlled
Amortization Amount, the Class A-3 Carryover Controlled Amortization Amount or
the Class A-4/A-5 Carryover Controlled Amortization Amount, if any, for the
Related Month.


The Trustee shall provide to the
Series 2005-2 Noteholders, or their designated agent, and the Surety Provider
copies of each Monthly Noteholders’ Statement.


(b)           On an annual basis, commencing March
31, 2006, 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
2005-2 Non-Program Vehicles (other than Series 2005-2 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 2005-2 Notes, (ii) compared
the procedures related to the calculation of the Measurement Month Average and
the Fair Market Value Average for each month in such period to those procedures
outlined in the Related Documents and compared the results of such procedures
with the corresponding amounts set forth in the Monthly Noteholders’ Statement
with respect to the Series 2005-2 Notes and (iii) compared the procedures
related to the calculation of the Net Book Value and Fair Market Value of the
Series 2005-2 Non-Program Vehicles (other than Series 2005-2 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 2005-2 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 2005-2 Notes, in each case except for such exception as
shall be set forth in such Non-Program Vehicle Report.


 


90






 










(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 2005-2 Demand Note was a voidable preference under the United
States Bankruptcy Code, ARG shall give the Surety Provider and the Series
2005-2 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 2005-2 Notes


 


(a)   From time to time on any Distribution Date
during the Series 2005-2 Revolving Period, ARG may, subject to the conditions
set forth in clause (b) below, issue Additional Series 2005-2 Notes which will
be identical in all respects to the other Series 2005-2 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 2005-2 Notes shall be allocated among the Series 2005-2 Notes
and the Series 2005-2 Invested Amount will be increased accordingly.


(b)   Additional Series 2005-2 Notes may be issued
only upon satisfaction of the following conditions: (i) after giving effect to
the issuance of such Additional Series 2005-2 Notes, no Amortization Event or
Potential Amortization Event will exist, (ii) the Series 2005-2 Rating Agency
Confirmation and Consent Condition shall have been satisfied in respect of the
issuance of such Additional Series 2005-2 Notes, (iii) one or more Series
2005-2 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 2005-2 Floating Rate Notes, with a
strike rate equal to no more than 4.50% per annum with respect to a Class A-2
Interest Rate Hedge, 4.50% per annum with respect to a Class A-3 Interest Rate
Hedge and 4.50% per annum with respect to a Class A-5 Interest Rate Hedge, (iv)
the excess of the principal amount of any class of Additional Series 2005-2
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 2005-2 Notes will be characterized as indebtedness of ARG for federal
income tax purposes, (B) the issuance of the Additional Series 2005-2 Notes
will not adversely affect the tax characterization of the Series 2005-2 Notes,
(C) the


 


 


91

















 


Additional Series 2005-2 Notes shall be enforceable
obligations of ARG and (D) all conditions precedent to the issuance and
authentication of such Additional Series 2005-2 Notes have been complied with.


Section 8.4             Series
2005-2 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 2005-2
Demand Note or forgive amounts payable thereunder so that the outstanding
principal amount of the Series 2005-2 Demand Note after such reduction or
forgiveness is less than the greater of (i) the sum of the Series 2005-2 Letter
of Credit Liquidity Amount and (ii) an amount equal to 0.50% of the Series
2005-2 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 2005-2 Demand Note to an amount
less than 0.50% of the Series 2005-2 Invested Amount thereafter will not have
an adverse effect on the tax characterization of the Series 2005-2 Notes, ARG
may reduce the amount of the Series 2005-2 Demand Note or forgive amounts
payable thereunder to an amount less than 0.50% of the Series 2005-2 Invested
Amount, but equal to or greater than the Series 2005-2 Letter of Credit
Liquidity Amount.  ARG shall not agree to
any amendment of the Series 2005-2 Demand Note without first satisfying the
Series 2005-2 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 2005-2 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 2005-2 Rating
Agency Confirmation and Consent Condition shall have been satisfied with
respect to such resignation, removal or termination of the Disposition Agent or
(y) on any date after March 20, 2006, the Surety Provider shall have given its
prior written consent and the Series 2005-2 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:


 


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  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-1-5:

  	
   

  	
  Form of Restricted Global Class A-5 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-2-5:

  	
   

  	
  Form of Temporary Global Class A-5 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 A-3-5:

  	
   

  	
  Form of Permanent Global Class A-5 Note

  
	
  Exhibit B:

  	
   

  	
  Form of Series 2005-2 Demand Note

  
	
  Exhibit C-l:

  	
   

  	
  Series 2005-2 Eligible Non-Program
  Manufacturers

  
	
  Exhibit C-2:

  	
   

  	
  Series 2005-2 Eligible Program Manufacturers

  
	
  Exhibit D:

  	
   

  	
  Form of Series 2005-2 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 2005-2 Interest Rate Hedge

  



 


 


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 2005-2 Interest Rate Hedge Provider and Rating
Agencies


 


The Trustee shall provide
to the Surety Provider, the Series 2005-2 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 Provider.  The Trustee shall
provide to the Surety Provider, the Series 2005-2 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


 


93

















 


be forwarded to Ambac
Assurance Corporation, One State Street Plaza, 
New York, New York 10004 Attention: General Counsel:  (212) 208-3566, confirmation:  (212) 668-0430.


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 2005-2 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 2005-2 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
2005-2 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 2005-2
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 2005-2 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 2005-2 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 2005-2 Notes.


Section 8.12           Subrogation


 


(a)   In furtherance of and not in limitation of
the Surety Provider’s equitable right of subrogation, each of the Trustee and
ARG acknowledge that, to the 


 


94

















 


extent of any payment made by the Surety Provider under
the Surety Bond with respect to interest on or principal of the Series 2005-2
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 2005-2 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 2005-2 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 2005-2 Cash Collateral Account and payment to the Surety Provider, the
Series 2005-2 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 2005-2 Cash Collateral Account, the Surety Provider agrees to
such subrogation and, further, agrees to take such actions at the expense of
the Series 2005-2 Letter of Credit Providers, if any, as such Series 2005-2
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 2005-2
Initial Interest Rate Hedge Provider for so long as no payment default by the Series 2005-2 Initial
Interest Rate Hedge Provider has occurred


 


95

















 


and is
continuing under any of the Series 2005-2 Initial Interest Rate Hedge Provider
Hedges.


 


Section 8.16           Security Interest Opinion


 


                                On
or before October 30, in each calendar year, beginning in 2006, 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 without the consent of the Surety Provider (for so long
as no Surety Default shall have occurred and be continuing):


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


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


(b)   In addition, for so long as no Surety Default
shall have occurred and be continuing, ARG will not agree or consent to
correcting, amending or supplementing the Indenture in connection with the
adoption, amendment or implementation of, or any change in the interpretation,
administration or application of, the Code or the treasury regulations
promulgated thereunder (and any applicable corresponding provisions of state
tax legislation) unless (i) such action does not adversely affect in any
material respect the interests of any Series 2005-2 Noteholders, as evidenced
by an Opinion of Counsel (which Opinion of Counsel may rely as to factual
matters upon Officer’s Certificates of


 


96

















 


ARG and other parties) or (ii) the Surety Provider
shall have consented to such correction, amendment or supplement.


Section 8.18           Agreement of Series 2005-2
Noteholders.


 


(a)   Each Series 2005-2 Noteholder by its
acceptance of a Series 2005-2 Note and the Surety Provider each hereby
acknowledges and agrees to:


(i)            construe and interpret provisions
and defined terms in any of the Related Documents that refer to funds which are
receivable by, due to or paid to a party other than the Intermediary (a “Third
Party”), but which pursuant to the terms of the Master Exchange Agreement and
the LKE Program are receivable by, due to or paid to the Intermediary, solely
in its capacity as “qualified intermediary” on behalf of Alamo Leasing, as if
such references expressly address and provide for the implementation of the LKE
Program and the role of the Intermediary;


(ii)           construe and interpret provisions and
defined terms in any of the Related Documents that refer to the assignment or
pledge of certain rights and/or assets to Third Parties, but which pursuant to
the terms of the Master Exchange Agreement and the LKE Program are assigned to
the Intermediary, solely in its capacity as “qualified intermediary” on behalf
of Alamo Leasing, as if such references expressly address and provide for the
implementation of the LKE Program and the role of the Intermediary;


(iii)          construe and interpret provisions and
defined terms in any of the Related Documents such that receivables due from a
Manufacturer with respect to any Vehicle, which would qualify and be included
in the calculation of “Aggregate Asset Amount” under the Related Documents or
in any other calculations of such “receivables” under the Related Documents but
for the implementation of the LKE Program and the interposition of the
Intermediary, shall not cease to be eligible for purposes of calculating or
being included in the calculation of the “Aggregate Asset Amount” or in such
other calculations, in each case under the Related Documents solely due to the
implementation of the LKE Program and the interposition of the Intermediary;


(iv)          the formulation to be used to
calculate the “Aggregate Asset Amount” under the Related Documents, as set
forth in the form of Monthly Noteholders’ Statement attached hereto as Exhibit
G, upon the implementation of the LKE Program; and


(v)           construe and interpret provisions and
defined terms in any of the Related Documents such that, with respect to any
date of determination, if such date would be the Disposition Date with respect
to any Vehicle but for the implementation of the LKE Program and the
interposition of the Intermediary, such date shall continue to be the “Disposition
Date” with respect to such Vehicle 


 


97

















 


notwithstanding the implementation of the LKE Program
and the interposition of the Intermediary.


 


98

















 


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


	
   

  	
   

  	
  ARG FUNDING CORP.

  
	
   

  	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  
	
   

  	
   

  	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bobko

  
	
   

  	
   

  	
   

  	
  Name: John Bobko

  
	
   

  	
   

  	
   

  	
  Title: Vice President