Exhibit 4.11


 


EXECUTION COPY


 


FOURTH AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND

SERVICING AGREEMENT

Dated as of April 13, 2006


 


among


 


NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP

as Lessor,


 


Vanguard Car Rental USA Inc.,

as Lessee and as Servicer,


 


and those direct and indirect subsidiaries

of Vanguard Car Rental USA Holdings Inc.

from time to time

becoming Lessees hereunder


 


and


 


Vanguard Car Rental USA Holdings Inc.,

as Guarantor


 


AS SET FORTH IN SECTION 21 HEREOF, THE LESSOR HAS ASSIGNED TO
THE TRUSTEE (AS DEFINED HEREIN) ALL OF THE LESSOR’S RIGHT, TITLE AND INTEREST
IN AND TO THIS LEASE. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES
CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY
BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE
ORIGINAL EXECUTED COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART
CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE TRUSTEE ON THE SIGNATURE PAGE
THEREOF.


 


THIS IS NOT THE ORIGINAL EXECUTED COUNTERPART NO. 1


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  CERTAIN
  DEFINITIONS

  	
  1

  
	
  Section 1.1.

  	
  Certain Definitions

  	
  1

  
	
  Section 1.2.

  	
  Accounting and Financial Determinations

  	
  2

  
	
  Section 1.3.

  	
  Cross References; Headings

  	
  2

  
	
  Section 1.4.

  	
  Interpretation

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  GENERAL
  AGREEMENT

  	
  3

  
	
  Section 2.1.

  	
  Leasing of Vehicles

  	
  3

  
	
  Section 2.2.

  	
  Right of Lessee to Act as Lessor’s Agent; Titling of Vehicles in the
  Name of Nominees

  	
  5

  
	
  Section 2.3.

  	
  Payment of Purchase Price by Lessor; Certain Additional Payments to
  the Servicer

  	
  6

  
	
  Section 2.4.

  	
  Non-liability of Lessor

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  TERM

  	
  8

  
	
  Section 3.1.

  	
  Vehicle Lease Commencement Date

  	
  8

  
	
  Section 3.2.

  	
  Lease Commencement Date

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS
  PRECEDENT

  	
  8

  
	
  Section 4.1.

  	
  Conditions to Effectiveness of the Amendment and Restatement of this
  Lease

  	
  8

  
	
  Section 4.2.

  	
  Conditions to Each Lease of Vehicles

  	
  10

  
	
  Section 4.3.

  	
  Additional Conditions to Leases of Refinanced Vehicles

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  RENT AND
  CHARGES

  	
  12

  
	
  Section 5.1.

  	
  Payment of Rent

  	
  12

  
	
  Section 5.2.

  	
  Reserved

  	
  12

  
	
  Section 5.3.

  	
  Reserved

  	
  12

  
	
  Section 5.4.

  	
  Payment of Termination Payments and Casualty Payments

  	
  12

  
	
  Section 5.5.

  	
  Late Payment

  	
  12

  
	
  Section 5.6.

  	
  Making of Payments

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  RESERVED

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  CASUALTY AND
  INELIGIBLE VEHICLES

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  VEHICLE USE

  	
  13

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  REGISTRATION;
  LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  MAINTENANCE
  AND REPAIRS

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  MANUFACTURER
  WARRANTIES

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  VEHICLE
  RETURN GUIDELINES

  	
  16

  
	
  Section
  12.1.

  	
  Vehicle Turn-in Condition

  	
  16

  
	
  Section
  12.2.

  	
  Disposition Procedure

  	
  16

  
	
  Section
  12.3.

  	
  Termination Payments for Vehicles

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  RESERVED

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  REDESIGNATION
  OF VEHICLES

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  GENERAL
  INDEMNITY AND PAYMENT OF EXPENSES

  	
  19

  
	
  Section
  15.1.

  	
  Indemnity and Payment of Expenses by the Lessees

  	
  19

  
	
  Section
  15.2.

  	
  Reimbursement Obligation by the Lessees

  	
  21

  
	
  Section
  15.3.

  	
  Notice to Lessee of Claims

  	
  22

  
	
  Section
  15.4.

  	
  Defense of Claims

  	
  23

  
	
  Section
  15.5.

  	
  Third-Party Beneficiary

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SUCCESSORS
  AND ASSIGNS; ASSIGNMENT

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  DEFAULT AND
  REMEDIES THEREFOR

  	
  23

  
	
  Section
  17.1.

  	
  Events of Default

  	
  23

  
	
  Section
  17.2.

  	
  Effect of Lease Event of Default; Limited Liquidation Event of
  Default or Liquidation Event of Default

  	
  24

  
	
  Section
  17.3.

  	
  Rights of
  Lessor and Trustee Upon Lease Event of Default, Liquidation Event of Default
  or Limited Liquidation Event of Default

  	
  26

  
	
  Section
  17.4.

  	
  Measure of Damages

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  MANUFACTURER
  EVENTS OF DEFAULT

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  CERTIFICATION
  OF TRADE OR BUSINESS USE

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  SURVIVAL

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 21.

  	
  RIGHTS OF
  LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 22.

  	
  MODIFICATION
  AND SEVERABILITY

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 23.

  	
  CERTAIN
  REPRESENTATIONS AND WARRANTIES

  	
  32

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section
  23.1.

  	
  Organization; Power; Qualification

  	
  33

  
	
  Section 23.2.

  	
  Authorization; Enforceability

  	
  32

  
	
  Section
  23.3.

  	
  Compliance

  	
  32

  
	
  Section
  23.4.

  	
  Financial Information; Financial Condition

  	
  33

  
	
  Section
  23.5.

  	
  Litigation

  	
  33

  
	
  Section
  23.6.

  	
  Liens

  	
  33

  
	
  Section
  23.7.

  	
  Employee Benefit Plans

  	
  33

  
	
  Section
  23.8.

  	
  Securities Laws

  	
  34

  
	
  Section
  23.9.

  	
  Registered Organization

  	
  34

  
	
  Section
  23.10.

  	
  Business Locations; Trade Names

  	
  34

  
	
  Section
  23.11.

  	
  Taxes

  	
  34

  
	
  Section
  23.12.

  	
  Governmental Authorizations

  	
  35

  
	
  Section
  23.13.

  	
  Eligible Vehicles; Fleet Sharing Parties

  	
  36

  
	
  Section
  23.14.

  	
  Accuracy of Information

  	
  35

  
	
  Section
  23.15.

  	
  Solvency

  	
  35

  
	
  Section
  23.16.

  	
  Ownership

  	
  35

  
	
  Section
  23.17.

  	
  Necessary Actions

  	
  35

  
	
  Section
  23.18.

  	
  Supplemental Documents True and Correct

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 24.

  	
  CERTAIN
  AFFIRMATIVE COVENANTS

  	
  37

  
	
  Section
  24.1.

  	
  Corporate Existence; Foreign Qualification

  	
  36

  
	
  Section
  24.2.

  	
  Books, Records and Inspections

  	
  36

  
	
  Section
  24.3.

  	
  Accounting Methods; Financial Records

  	
  37

  
	
  Section
  24.4.

  	
  Insurance

  	
  37

  
	
  Section
  24.5.

  	
  Manufacturer Programs

  	
  38

  
	
  Section
  24.6.

  	
  Reporting Requirements

  	
  38

  
	
  Section
  24.7.

  	
  Taxes and Liabilities

  	
  41

  
	
  Section
  24.8.

  	
  Maintenance of the Vehicles

  	
  41

  
	
  Section
  24.9.

  	
  Maintenance of Separate Existence

  	
  43

  
	
  Section
  24.10.

  	
  Repurchase Payments; Sales Proceeds

  	
  42

  
	
  Section
  24.11.

  	
  Certificates of Title: Verification of Titles

  	
  44

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section
  24.12.

  	
  Master Collateral Agency Agreement

  	
  43

  
	
  Section
  24.13.

  	
  Compliance with Laws

  	
  45

  
	
  Section
  24.14.

  	
  Delivery of Information

  	
  44

  
	
  Section
  24.15.

  	
  Deliveries: Further Assurances

  	
  44

  
	
  Section
  24.16.

  	
  Additional Actions

  	
  46

  
	
  Section
  24.17.

  	
  Fleet Sharing Agreements

  	
  45

  
	
  Section
  24.18.

  	
  Minimum Depreciation Rate

  	
  45

  
	
  Section
  24.19.

  	
  Servicer to Act as Master Servicer

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 25.

  	
  CERTAIN
  NEGATIVE COVENANTS

  	
  47

  
	
  Section
  25.1.

  	
  Mergers, Consolidations

  	
  47

  
	
  Section 25.2.

  	
  Registered Organization

  	
  47

  
	
  Section
  25.3.

  	
  Liens

  	
  47

  
	
  Section
  25.4.

  	
  Use of Vehicles

  	
  46

  
	
  Section
  25.5.

  	
  Change of Location or Name

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 26.

  	
  SERVICING
  COMPENSATION; EXPENSES OF SERVICER; DELEGATION OF SERVICING DUTIES

  	
  46

  
	
  Section
  26.1.

  	
  Servicer Compensation

  	
  48

  
	
  Section
  26.2.

  	
  Servicer Expenses

  	
  46

  
	
  Section
  26.3.

  	
  Sub-Servicer

  	
  47

  
	
   

  	
   

  	
   

  
	
  SECTION 27.

  	
  RELEASE OF
  COLLATERAL

  	
  47

  
	
   

  	
   

  	
   

  
	
  SECTION 28.

  	
  GUARANTY

  	
  48

  
	
  Section
  28.1.

  	
  Guaranty

  	
  48

  
	
  Section
  28.2.

  	
  Scope of Guarantor’s Liability

  	
  50

  
	
  Section
  28.3.

  	
  Lessor’s Right to Amend this Lease

  	
  50

  
	
  Section
  28.4.

  	
  Waiver of Certain Rights by Guarantor

  	
  49

  
	
  Section
  28.5.

  	
  Lessees’ Obligations to Guarantor and Guarantor’s Obligations to
  Lessees Subordinated

  	
  50

  
	
  Section
  28.6.

  	
  Guarantor to Pay Lessor’s Expenses

  	
  53

  
	
  Section
  28.7.

  	
  Reinstatement

  	
  52

  
	
  Section
  28.8.

  	
  Pari Passu Indebtedness

  	
  52

  
	
  Section
  28.9.

  	
  Third-Party Beneficiaries

  	
  52

  



 


iv

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 29.

  	
  ADDITIONAL
  LESSEES

  	
  54

  
	
  Section
  29.1.

  	
  Additional Subsidiary Lessees

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION 30.

  	
  BANKRUPTCY
  PETITION AGAINST LESSOR

  	
  55

  
	
   

  	
   

  	
   

  
	
  SECTION 31.

  	
  FORUM
  SELECTION AND CONSENT TO JURISDICTION

  	
  54

  
	
   

  	
   

  	
   

  
	
  SECTION 32.

  	
  GOVERNING
  LAW

  	
  55

  
	
   

  	
   

  	
   

  
	
  SECTION 33.

  	
  JURY TRIAL

  	
  55

  
	
   

  	
   

  	
   

  
	
  SECTION 34.

  	
  NOTICES

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 35.

  	
  HEADINGS

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION 36.

  	
  EXECUTION IN
  COUNTERPARTS

  	
  56

  



 


v

















 


EXHIBITS


 


	
  ANNEX A

  	
  -

  	
  Lease Annex

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 23.10

  	
  -

  	
  Business
  Locations

  
	
  SCHEDULE 23.16

  	
  -

  	
  Existing
  Liens

  
	
   

  	
   

  	
   

  
	
  ATTACHMENT A-1

  	
  -

  	
  Information
  on Refinanced Vehicles

  
	
  ATTACHMENT A-2

  	
  -

  	
  Vehicle
  Order

  
	
  ATTACHMENT B

  	
  -

  	
  Form of
  Power of Attorney

  
	
  ATTACHMENT C

  	
  -

  	
  Form of
  Certification of Trade or Business Use

  
	
  ATTACHMENT D

  	
  -

  	
  Form of
  Affiliate Joinder in Lease

  



 


vi

















 


FOURTH AMENDED AND RESTATED MASTER MOTOR
VEHICLE LEASE

AND SERVICING AGREEMENT


 


This Fourth
Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (the “Base
Lease” and, as supplemented by the Lease Annex delivered hereunder, this “Lease”
or the “Group I Lease”), dated as of April 13, 2006, is by and among
NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP., a special purpose Delaware
limited partnership (the “Lessor”), VANGUARD CAR RENTAL USA INC., a
Delaware corporation (together with its successors and permitted assigns, “Vanguard”),
as a Lessee and as servicer (in such capacity, the “Servicer”), and
those direct and indirect subsidiaries of Vanguard Car Rental USA Holdings
Inc., from time to time becoming Lessees hereunder pursuant to Section 29
hereof (each, an “Additional Lessee”), as Lessees (Vanguard and each of
the Additional Lessees, in its respective capacity as a Lessee, a “Lessee”
and, collectively, the “Lessees”) and Vanguard Car Rental USA Holdings
Inc., a Delaware corporation (“Vanguard Holdings”), as guarantor (in
such capacity, the “Guarantor”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
parties hereto have entered into that certain Third Amended and Restated Master
Motor Vehicle Lease and Servicing Agreement, dated as of March 4, 2005 (as
previously amended and as supplemented by the Lease Annexes thereto, the “Original
Lease”); and


 


WHEREAS, the
Lessor intends to purchase Eligible Vehicles with the proceeds obtained by the
issuance of its Series 1999-1 Notes and each other Series of Notes, if any,
other than any Segregated Series of Notes (collectively, the “Group I Notes”);
and


 


WHEREAS, the
parties hereto desire to amend and restate the Original Lease in its entirety.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Original Lease shall be
and hereby is amended and restated in its entirety to read as follows:


 


SECTION 1.           CERTAIN
DEFINITIONS.


 


Section 1.1.            Certain
Definitions. As used in this Lease and unless the context requires a
different meaning, capitalized terms not otherwise defined herein or in the
Annex hereto shall have the meanings assigned to such terms in the Definitions
List, attached as Schedule 1 to the Fifth Amended and Restated Base Indenture,
of even date herewith, (as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with its terms, the “Base
Indenture”), between the Lessor and The Bank of New York, as trustee, as in
effect on the date hereof and as such


 

















 


Schedule 1 has been, for purposes of the
Group I Notes, supplemented by the Fifth Amended and Restated Series Supplement
relating to the Series 1999-1 Notes the “Series 1999-1 Supplement” and,
together with other Series Supplements relating to Group I Notes, the “Group
I Supplements”) and may be further amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms of the Base
Indenture (the “Definitions List”). Capitalized terms not defined herein
and defined in a Group I Supplement as well as Schedule 1 to the Base Indenture
shall, unless the context otherwise requires, have the meanings assigned to
such terms in such Group I Supplement.


 


Section 1.2.            Accounting
and Financial Determinations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
accounting computation is required to be made, for the purpose of this Lease,
such determination or calculation shall, to the extent applicable, be made in
accordance with GAAP applied on a Consistent Basis except insofar as:


 


(a)           a
Lessee or the Guarantor shall have elected (with the concurrence of its
independent public accountants and upon prior written notification to the
Lessor and the Trustee) to adopt more recently promulgated GAAP (which election
shall continue to be effective for subsequent years); and


 


(b)           the
Lessor shall have consented to such election.


 


Upon a change
in the manner in which GAAP would be applied on a Consistent Basis which
becomes effective after the date hereof and which would have a material effect
on a Lessee’s or the Guarantor’s consolidated financial statements and the
assets and liabilities reflected therein or otherwise affect the application or
effect of the terms of this Lease, such change shall not be given effect for
purposes hereof unless the Lessor shall have consented to such change. The
Trustee, the Lessor, the Guarantor and the Lessees shall, as applicable, in
good faith negotiate to amend the pertinent provisions of this Lease to account
for such change to the extent appropriate to effect the substance thereof as of
the date hereof.


 


Section 1.3.            Cross
References; Headings. The words “hereof”, 
“herein” and “hereunder” and words of similar import when used in this
Lease shall refer to this Lease as a whole and not to any particular provision
of this Lease. Annex, Section, Schedule and Exhibit references contained in
this Lease are references to Annexes, Sections, Schedules and Exhibits in or to
this Lease unless otherwise specified. Any reference in any Section or
definition to any clause is, unless otherwise specified, to such clause of such
Section or definition. The various headings in this Lease are inserted for
convenience only and shall not affect the meaning or interpretation of this
Lease or any provision hereof.


 


Section 1.4.            Interpretation.
In this Lease, unless the context otherwise requires:


 

















 


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


 


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


 


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


 


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


 


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


 


(f)            “or”
is not exclusive;


 


(g)           provisions
apply to successive events and transactions; and


 


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


 


SECTION 2.           GENERAL
AGREEMENT. (a)  As specified in the
Lease Annex, the Lessees and the Lessor intend that this Lease be a true lease.
The Lessee is assuming the existing liabilities and obligations under this
Lease immediately before this amendment and restatement in addition to those
accruing from the date of this amendment and restatement.


 


(b)           The
Lessor and the Lessee intend that for all purposes (including, but not limited
to, financial accounting and regulatory accounting purposes and for purposes of
any foreign corporation, business registration or doing business statutes), (A)
this Lease, together with the Master Collateral Agency Agreement will be
treated as an “operating lease” pursuant to Statement of Financial Accounting
Standards No. 13, as amended, (B) the Lessor will be treated as the owner and
lessor of the Vehicles, and (C) the Lessee thereof will be treated as the
lessee of the Vehicles.


 


Section 2.1.            Leasing
of Vehicles. (a)  General. From
time to time, subject to the terms and conditions hereof, the Lessor agrees to
lease to each Lessee and each Lessee agrees to lease from the Lessor the
Refinanced Vehicles and each additional Vehicle identified in Vehicle Orders
(as defined below) produced from time to time by such Lessee, listing Vehicles
ordered by such Lessee from Manufacturers, dealers or other sellers, as agent
for the Lessor, pursuant to the terms of any applicable Manufacturer Programs
or otherwise. The Lessor shall make available to the Lessees under this Lease
Vehicles for lease to the Lessees hereunder, subject to and in accordance with
the terms hereof (including Sections 2.3 and 4 hereof) and of the
Indenture.


 

















 


Notwithstanding anything to the contrary
contained in this Lease, the Lessor shall not be obligated to acquire or lease
to the Lessees any Vehicle that is not an Eligible Vehicle. However, the
preceding sentence shall not affect the obligations of the Lessees or the
Guarantor with respect to any Vehicles leased hereunder.


 


(b)           Refinanced
Vehicles. On or prior to the applicable Vehicle Funding Date, the Lessor,
if it desires to lease Refinanced Vehicles to a Lessee under this Lease, shall
prepare or, as applicable, cause such Lessee to prepare, and upon request of
the Lessor, make available to the Lessor, a schedule as set forth in Attachment
A-1 hereto containing information concerning the Refinanced Vehicles of the
Lessor to be leased to such Lessee under this Lease on such Vehicle Funding
Date (each such schedule, a “Refinanced Vehicle Schedule”).


 


(c)           Program
Vehicles. On or prior to the applicable Vehicle Funding Date, each Lessee
desiring to lease Program Vehicles (other than Refinanced Vehicles) under this
Lease shall prepare and, upon request of the Lessor, make available to the
Lessor (i) a summary of each such additional Program Vehicle to be leased
hereunder by such Lessee (including, in the case of each such Program Vehicle
subject to the GM Repurchase Program, the Designated Period for such Program
Vehicle) and the Capitalized Cost thereof, (ii) a schedule containing the
information with respect to the Vehicles included within the related Vehicle
order summaries in the form set forth in Attachment A-2 hereto, or in
such form as is otherwise requested by the Lessor (each such Vehicle order
summary and each Refinanced Vehicle Schedule, a “Vehicle Order”), and
(iii) the Manufacturer’s invoice. In addition, the applicable Lessee shall
provide such other information regarding Program Vehicles as the Lessor may
reasonably require from time to time. This Lease, together with the
Manufacturer Programs and other incentive programs relating to such Vehicles,
the Master Collateral Agency Agreement and any other related documents attached
to this Lease or submitted with a Vehicle Order (collectively, the “Supplemental
Documents”), will constitute the entire agreement regarding the leasing of
Program Vehicles by the Lessor to the Lessees.


 


(d)           Non-Program
Vehicles. On or prior to the applicable Vehicle Funding Date, each Lessee
desiring to lease Non-Program Vehicles (other than Refinanced Vehicles or Used
Vehicles) under this Lease shall prepare and, upon request of the Lessor, make
available to the Lessor (i) a summary of each such additional Non-Program
Vehicle to be leased hereunder by such Lessee and the Capitalized Cost
thereof,  (ii) a Vehicle Order for such
Non-Program Vehicles and (iii) an invoice for the Capitalized Cost of such
Non-Program Vehicles. In addition, the applicable Lessee shall provide such
other information regarding Non-Program Vehicles as the Lessor may reasonably
require from time to time. This Lease, together with any Supplemental Documents
related to or submitted with a Vehicle Order will constitute the entire agreement
regarding the leasing of such Non-Program Vehicles by the Lessor to the
Lessees.


 


(e)           Used
Vehicles. Either concurrently with the execution and delivery of this Lease
or after the date of this Lease on or prior to the applicable Vehicle


 

















 


Funding Date, any Lessee may request that the
Lessor purchase a used Non-Program Vehicle (other than a Refinanced Vehicle)
from a licensed independent automobile dealer, through an auction, from a
manufacturer or pursuant to another vehicle sale (a “Used Vehicle”) for a
purchase price equal to the Capitalized Cost of such Used Vehicle, in which
event such Lessee shall, immediately upon the consummation of such sale, lease
such Used Vehicle from the Lessor pursuant to this Lease (each such transaction
is referred to as a “Used Vehicle Transaction”). In connection with each
Used Vehicle Transaction, to evidence the conveyance of the Used Vehicles from
the applicable seller to the Lessor, the applicable Lessee shall have obtained
the original Certificate of Title for each Used Vehicle and shall prepare or
obtain and, upon request of the Lessor, make available to the Lessor, the
following:


 


(i)            a Vehicle Order with
respect to all Used Vehicles involved in such Used Vehicle Transaction; and


 


(ii)           a bill of sale or other
instrument of transfer customarily used in the wholesale motor vehicle resale
market conveying title to the Used Vehicles to the Lessor, and copies of any
certificate given by the related auction house, if any, regarding the absence
of liens and/or the ownership of each such Used Vehicle.


 


After any
purchase of Used Vehicles by the Lessor under this Section 2.1(e), such
Used Vehicles will be subject to all the terms and conditions of this Agreement.
Promptly following such Used Vehicle Transaction, the applicable Lessee shall
complete and deliver an application to retitle such Used Vehicle in the name of
the Lessor and to have noted thereon the Master Collateral Agent’s security
interest in such Used Vehicle pursuant to the Master Collateral Agency
Agreement.


 


Section 2.2.            Right
of Lessee to Act as Lessor’s Agent; Titling of Vehicles in the Name of Nominees.
(a)  The Lessor agrees that each Lessee
and the Servicer may act as the Lessor’s agent in placing Vehicle Orders on
behalf of the Lessor, conducting pre-delivery inspection, titling and liening
of Vehicles, filing claims on behalf of the Lessor for damage in transit, and
other delivery claims related to the Vehicles leased hereunder, facilitating
payment for Vehicles leased hereunder and performing any other duties of the
Servicer hereunder; provided, however, that the Lessor may hold
the applicable Lessee or the Servicer liable for losses due to such Lessee’s or
the Servicer’s actions in performing as the Lessor’s agent hereunder. In
addition, the Lessor agrees that each Lessee may make arrangements for delivery
of Vehicles leased by such Lessee hereunder to a location selected by such
Lessee at such Lessee’s expense to the extent that any such expense has not
been included in the Capitalized Cost of such Vehicle. Each Lessee agrees to
accept Vehicles leased by such Lessee as produced and delivered, except that
each Lessee will have the option to reject upon delivery any such Program
Vehicle that may be rejected pursuant to the terms of the applicable
Manufacturer Program, or any such Non-Program Vehicle in accordance with the
Lessee’s customary business practices, and any such Vehicle, if rejected, will
be deemed a Casualty hereunder to the extent the Lessor has paid the
Capitalized Cost thereof to the


 

















 


Manufacturer, dealer or other seller thereof
or has reimbursed the applicable Lessee for funds expended by such Lessee to
pay the Capitalized Cost in respect of such Vehicle in the name of the Lessor. Each
Lessee or the Servicer (as applicable), acting as agent for the Lessor, shall
be responsible for pursuing any rights of the Lessor with respect to the return
of any such related Vehicle to the Manufacturer, dealer or other seller thereof
pursuant to the preceding sentence. Each of the Lessees and the Servicer agrees
that all Program Vehicles ordered as provided herein shall be ordered utilizing
the procedures consistent with the applicable Manufacturer Program.


 


(b)           Notwithstanding
any provision in this Lease to the contrary, any Vehicle titled in the name of
a nominee for the Lessor pursuant to a vehicle title nominee agreement with
respect to which the Rating Agency Confirmation Condition has been satisfied
with respect to each Series of Group I Notes shall nonetheless be deemed for
purposes of this Lease and the Base Indenture to be titled in the name of the
Lessor.


 


Section 2.3.            Payment
of Purchase Price by Lessor; Certain Additional Payments to the Servicer. (a)  Refinanced Vehicles on Lease Commencement
Date. With respect to the Refinanced Vehicles being refinanced on the Lease
Commencement Date, subject to satisfaction of the requirements of Section 4,
the Lessor, on the Lease Commencement Date, shall pay to the party specified in
the Payoff Letter an amount equal to the aggregate Net Book Value as of the Lease
Commencement Date of the Refinanced Vehicles which are designated in the Payoff
Letter as being refinanced under the Indenture and leased hereunder on the
Lease Commencement Date.


 


(b)           Other
Refinanced Vehicles. On any Vehicle Funding Date after the Lease
Commencement Date on which the Lessor desires to refinance Refinanced Vehicles
the Lessor, subject to satisfaction of the requirements of Section 4, on
the related Vehicle Funding Date, shall pay to or as directed by the related
Beneficiary an amount equal to the aggregate Net Book Value as of such Vehicle
Funding Date of such Refinanced Vehicles.


 


(c)           Vehicles
Other than Refinanced Vehicles. Upon satisfaction of the requirements of Section
2.1 in respect of any Vehicle, then on or prior to the Vehicle Funding Date
proposed in the related Vehicle Order for such Vehicle, but not more than five
Business Days prior to such proposed Vehicle Funding Date, the Lessor or its
agent, subject to satisfaction of the requirements of Section 4, shall
pay or cause to be paid the Capitalized Cost of such Vehicle to the
Manufacturer, dealer or other seller of such Vehicle or reimburse or cause to
be reimbursed the applicable Lessee for funds expended by such Lessee to pay
the Capitalized Cost in respect of such Vehicle in the name of the Lessor. Such
payment to a Manufacturer, dealer or other seller shall be made in accordance
with the payment terms of such Manufacturer, dealer or other seller, as
applicable. The Servicer or the applicable Lessee, as agent of the Lessor, shall
be authorized to transfer funds of the Lessor (but not funds in any account in
which the Trustee has a Lien or other interest) representing the Capitalized
Cost of such Vehicle payable by the Lessor in accordance with the foregoing by
check, wire transfer or other


 

















 


electronic funds transfer to the
Manufacturer, dealer or other seller of such Vehicle or to reimburse the
applicable Lessee for funds expended by such Lessee to pay the Capitalized Cost
in respect of such Vehicle in the name of the Lessor. The Lessee leasing such
Vehicle shall pay all applicable costs and expenses of freight, packing,
handling, storage, shipment and delivery of such Vehicle, and sales and use tax
(if any), to the extent that the same have not been included within the Capitalized
Cost thereof.


 


(d)           Excluded
Payments. All amounts paid by the Manufacturer, dealer or other seller on
account of vehicle preparation services or work covered by warranty performed
by a Lessee or the Servicer with respect to Vehicles leased pursuant to this
Lease or as incentive payments (other than incentive payments for selling
Program Vehicles outside the related Manufacturer Program) shall inure to the
benefit of such Lessee or the Servicer and, to the extent any such payments are
received by the Lessor, the Trustee or the Master Collateral Agent, shall
promptly be paid over to such Lessee or the Servicer, subject in each case to Section
24.10 and Section 2.5(c) of the Master Collateral Agency Agreement.


 


Section 2.4.            Non-liability
of Lessor. The Lessor shall not be liable to any Lessee for any failure or
delay in obtaining Vehicles or making delivery thereof. AS BETWEEN THE LESSOR
AND ANY LESSEE, ACCEPTANCE FOR LEASE OF THE VEHICLES LEASED BY SUCH LESSEE
SHALL CONSTITUTE THE LESSEE’S ACKNOWLEDGMENT AND AGREEMENT THAT SUCH LESSEE HAS
FULLY INSPECTED SUCH VEHICLES, THAT SUCH VEHICLES ARE IN GOOD ORDER AND
CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY
SELECTED BY SUCH LESSEE, THAT SUCH LESSEE IS SATISFIED THAT THE SAME ARE SUITABLE
FOR THIS USE AND THAT THE LESSOR IS NOT A MANUFACTURER, AN AGENT OF A
MANUFACTURER OR OTHERWISE ENGAGED IN THE SALE OR DISTRIBUTION OF VEHICLES, AND
HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT,
EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, CONDITION, QUALITY, CAPABILITY, WORKMANSHIP, DURABILITY OR SUITABILITY
OF SUCH VEHICLES IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES OR
USES OF SUCH LESSEE, OR ANY WARRANTY THAT SUCH LEASED VEHICLES WILL SATISFY THE
REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, OR ANY OTHER
REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT THERETO, AND AS BETWEEN THE LESSOR AND SUCH LESSEE, SUCH
LESSEE AGREES TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND EXPENSE. EACH LESSEE
SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE LESSOR AND ANY LEASED
VEHICLE FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER AND, AS TO THE
LESSOR, EACH LESSEE LEASES THE LEASED VEHICLES “AS IS.”  The Lessor shall not be liable for any
failure or delay in delivering any Vehicle ordered for Lease pursuant to this


 

















 


Lease, or any failure to perform any
provision hereof, resulting from fire or other casualty, natural disaster,
riot, strike or other labor difficulty, governmental regulation or restriction,
or any cause beyond the Lessor’s direct control. IN NO EVENT SHALL THE LESSOR
BE LIABLE FOR ANY INCONVENIENCE, LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED, WHETHER
RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY
VEHICLE, OR OTHERWISE, AND THERE SHALL BE NO ABATEMENT OF RENT OR OTHER AMOUNTS
PAYABLE HEREUNDER BECAUSE OF THE SAME.


 


SECTION 3.           TERM.


 


Section 3.1.            Vehicle
Lease Commencement Date. The “Vehicle Lease Commencement Date” shall
mean, (i) for each Vehicle leased under this Lease as of the Initial Closing
Date, the Initial Closing Date and (ii) for each other Vehicle, including
Refinanced Vehicles, the date referenced in the Vehicle Order with respect to
such Vehicle, but in no event later than the date that funds are expended by
the Lessor to acquire or refinance such Vehicle (such date, the “Vehicle
Funding Date” for such Vehicle). A vehicle shall be deemed to be a Vehicle
leased under this Lease on each day during the period (the “Vehicle Term”)
from and including the Vehicle Lease Commencement Date for such Vehicle to but
excluding the Vehicle Lease Expiration Date for such Vehicle.


 


Section 3.2.            Lease
Commencement Date. The “Lease Commencement Date” shall mean the
Initial Closing Date. The “Lease Expiration Date” shall mean the later
of (i) the date of the final payment in full of the last Group I Note
outstanding and all outstanding Carrying Charges, and (ii) the Vehicle Lease
Expiration Date for the last Vehicle subject to lease by any Lessee hereunder. The
“Term” of this Lease shall mean the period commencing on the Lease
Commencement Date and ending on the Lease Expiration Date.


 


SECTION 4.           CONDITIONS
PRECEDENT.


 


Section 4.1.            Conditions
to Effectiveness of the Amendment and Restatement of this Lease. The
amendment and restatement of this Lease shall become effective on the date
hereof, subject to the satisfaction of the following conditions:


 


(a)           All
conditions to the effectiveness of the amendment and restatement of the Series
1999-1 Supplement and the Master Collateral Agency Agreement shall have been
satisfied in all respects; and


 


(b)           The
prior or concurrent delivery by the Lessees to the Lessor, the Master
Collateral Agent and the Trustee of each of the following documents (in form
and substance satisfactory to the Lessor, the Master Collateral Agent and the
Trustee):


 

















 


(i)            Resolutions. Copies
of resolutions of the Board of Directors of the Guarantor and each Lessee
authorizing or ratifying the execution, delivery and performance of this Lease
and the other Related Documents to which it is party and those other documents
and matters required of it, in its capacity as Guarantor, Lessee, Servicer or
otherwise, with respect to this Lease and such other Related Documents, duly
certified by the Secretary or an Assistant Secretary thereof;


 


(ii)           Consents, etc. Certified
copies of all documents evidencing any necessary corporate action, consents and
governmental approvals (if any) with respect to this Lease and the other
Related Documents to which the Guarantor or any Lessee is party;


 


(iii)          Incumbency and
Signatures. A certificate of the Secretary or an Assistant Secretary of the
Guarantor and each Lessee certifying the names of the individual or individuals
authorized to sign this Lease and the other Related Documents to which it is
party, together with a sample of the true signature of each such individual
(the Lessor, the Master Collateral Agent and the Trustee may conclusively rely
on each such certificate until formally advised by a like certificate of any
changes therein);


 


(iv)          Opinions of Counsel.
The opinions of Weil, Gotshal & Manges LLP, special New York counsel for
the Lessees and the Guarantor, addressed to the Lessor, the Trustee, the Master
Collateral Agent and the Rating Agencies and satisfactory in form and substance
to the addressees thereof;


 


(v)           Good Standing
Certificates. Certificates of good standing for the Guarantor and each
Lessee in the jurisdiction of its organization and the jurisdiction of its
principal place of business;


 


(vi)          Reserved;


 


(vii)         Reserved;


 


(viii)        The Series 1999-1
Supplement. An executed copy of the Series 1999-1 Supplement;


 


(ix)           Indenture. An
executed copy of the Base Indenture;


 


(x)            Master Collateral
Agency Agreement. An executed copy of the Master Collateral Agency
Agreement;


 


(xi)           Assignment Agreement.
An executed copy of the Assignment Agreement of each Manufacturer of Program Vehicles
(including Refinanced Vehicles) which will be leased under this Lease as of the
date hereof;


 

















 


(xii)          Certified Copy of
Manufacturer Program. A copy of each Manufacturer Program (and, to the
extent required by a Rating Agency, an opinion of counsel to such Manufacturer
or Officer’s Certificate on behalf of such Manufacturer as to the
enforceability thereof in form satisfactory to the Trustee and the Lessor and
addressed to the Master Collateral Agent) relating to Program Vehicles which
will be leased hereunder as of the date hereof and, from each Lessee, an
Officer’s Certificate, dated as of the date hereof, and duly executed by an
Authorized Officer of such Lessee, certifying that each such copy is true,
correct and complete as of the date hereof; and


 


(xiii)         Other. Such other
documents as the Master Collateral Agent, the Trustee or the Lessor may
reasonably request to be delivered on or prior to the Initial Closing Date.


 


Section 4.2.            Conditions
to Each Lease of Vehicles. The agreement of the Lessor to make available
any Vehicles for lease to a Lessee as described in a Vehicle Order and/or to
make available funding for the refinancing of Refinanced Vehicles is subject to
the terms and conditions of the Indenture and the following conditions precedent
as of the Vehicle Funding Date for such Vehicles, and each Lessee hereby agrees
that each acceptance of Refinanced Vehicles for leasing hereunder and each
acceptance of funds for the acquisition of Vehicles in respect of any
applicable Vehicle Orders, shall be deemed hereunder to constitute a
representation and warranty by it, to and in favor of the Lessor and the
Trustee, that all the conditions precedent to the acquisition and leasing of
the Vehicles identified in such Vehicle Order will have been satisfied as of
such Vehicle Funding Date.


 


(a)           Vehicle
Order. The applicable Lessee shall have complied with the applicable
provisions of Section 2.1 of this Lease.


 


(b)           No
Default. No Potential Lease Event of Default or Lease Event of Default
shall have occurred and be continuing on such date or would result from the
acquisition, refinancing and leasing of such Vehicles.


 


(c)           Funding.
The aggregate amount of funds to be expended by the Lessor on any one date to
acquire or refinance such Vehicles shall not exceed the aggregate Net Book
Value of all such Vehicles.


 


(d)           Related
Documents. The leasing of such Vehicles shall not be prohibited by the
provisions of this Lease, and, if all or a portion of the funds to be expended
by the Lessor to acquire or refinance such Vehicles are held pursuant to a
Group I Supplement, all conditions precedent to the release of such funds under
such Group I Supplement shall have been satisfied.


 


(e)           Title.
On or prior to the applicable Vehicle Funding Date, the Lessor shall have good
and marketable title to each such Vehicle, free and clear of all Liens and
encumbrances, other than any Permitted Liens.


 

















 


(f)            Master
Collateral Agent. The Lessor shall have granted to the Master Collateral
Agent, for the benefit of the ARG Trustee as Beneficiary under the Master
Collateral Agency Agreement, a first priority security interest in all Vehicles
now or hereafter purchased or refinanced by the Lessor.


 


(g)           Assignment
Agreements. On or prior to the applicable Vehicle Funding Date, the Trustee
shall have received executed counterparts of the Assignment Agreements related
to the assignment of rights under each Manufacturer Program under which such
Vehicles will be or have been purchased and are proposed to be leased under
this Lease, dated as of the Initial Closing Date (or, if later, on or prior to
such Vehicle Funding Date), duly executed by the applicable Lessee and/or the
Lessor, as assignor, and the Master Collateral Agent, as assignee.


 


(h)           Manufacturer
Programs. On or prior to the applicable Vehicle Funding Date, the Trustee
shall have received a copy of each Manufacturer Program under which such
Vehicles will be or have been purchased and are proposed to be leased under
this Lease and an Officer’s Certificate, dated the Initial Closing Date (or, if
later, on or prior to such Vehicle Funding Date), and duly executed by an
Authorized Officer of the Lessor, certifying that each such copy is true,
correct and complete as of the Initial Closing Date (or, if later, on or prior
to such Vehicle Funding Date). Each Manufacturer Program covering Program
Vehicles identified in such Vehicle Order shall be in full force and effect,
and shall be enforceable against the related Manufacturer in accordance with
its terms.


 


(i)            Eligible
Vehicle. Each Vehicle identified in such Vehicle Order shall be an Eligible
Vehicle.


 


Section 4.3.            Additional
Conditions to Leases of Refinanced Vehicles . In addition to the conditions
set forth in Section 4.2 above, in connection with the leasing of
Refinanced Vehicles, to evidence the refinancing of such Refinanced Vehicles on
the applicable Vehicle Funding Date and the conveyance on such date of a
security interest in such Refinanced Vehicles to the Master Collateral Agent,
the Lessor and/or the applicable Lessees shall have prepared or caused to be
prepared and, as applicable, made available to the Lessor on or prior to the
applicable Vehicle Funding Date the following:


 


(a)           a
Refinanced Vehicle Schedule concerning such Refinanced Vehicles;


 


(b)           reserved;


 


(c)           unless
the lien of the Master Collateral Agent is noted on the Certificates of Title
for such Refinanced Vehicles, confirmation from each lender (or the agent or
assignee thereof) holding a security interest in any such Refinanced Vehicle
stating unconditionally (A) that, if any sums are to be paid to such lender (or
such agent or assignee) in connection with the lease of such Refinanced
Vehicle, such lender (or such agent or assignee) has been paid the full amount
due to it in connection with such


 

















 


refinancing and (B) that any lien or security
interest of such lender (or any such agent or assignee) in such Refinanced
Vehicle has been released;


 


(d)           reserved;


 


(e)           an
Officer’s Certificate stating that all the conditions precedent under this
Lease to the leasing of such Refinanced Vehicles under this Lease have been
satisfied.


 


SECTION 5.           RENT
AND CHARGES. Each Lessee will pay Rent and certain other charges on a
monthly basis as set forth in this Section 5.


 


Section 5.1.            Payment
of Rent. On each Payment Date, and on each other date on which interest is
due and payable under the terms of a Group I Supplement, each Lessee shall pay
to the Lessor the aggregate of all Rent payable on such Payment Date or other
date, as the case may be, with respect to the Vehicles leased by such Lessee,
as provided in the Lease Annex.


 


Section 5.2.            Reserved.


 


Section 5.3.            Reserved.


 


Section 5.4.            Payment
of Termination Payments and Casualty Payments. On each Payment Date, each
Lessee shall pay to the Lessor all Casualty Payments and Termination Payments
that have accrued with respect to the Vehicles leased hereunder by such Lessee,
as provided in, respectively, Sections 7 and 12.3.


 


Section 5.5.            Late
Payment. In the event any Lessee fails to remit payment of any amount due
under this Lease on or before the Payment Date therefor or when otherwise due
and payable hereunder, the amount not paid will be considered delinquent and
such Lessee will pay a late charge on each Payment Date with respect to the
related Interest Period equal to the product of (a) the VFR for such Interest
Period (converted to a rate per annum) plus 1%, times (b) the
delinquent amount for the period during such Interest Period from the Payment
Date (or other date) on which such payment was due until the date such
delinquent amount (with accrued interest) is received by the Trustee times
(c) the actual number of days elapsed during such Interest Period or such
relevant portion thereof divided by 360.


 


Section 5.6.            Making
of Payments. All payments of Rent and of all other Liabilities shall be
made by the applicable Lessee and, when applicable, the Guarantor to, or for
the account of, the Lessor (or, in the case of any payment pursuant to Section
15, the applicable Indemnified Person) in immediately available funds,
without setoff, counterclaim or deduction of any kind. All such payments shall
be made to the Group I Collection Account or, in the case of payments made
pursuant to Section 24.10(iii) or (iv), the Master Collateral
Account (or, in each such case, such other account as the Trustee may from time
to time specify to the Lessees) or, in the case of any such payment


 

















 


pursuant to Section 15 to, or for the
account of, any Indemnified Person other than the Lessor, to the account
designated by such Indemnified Person to the applicable Lessee, in each case
with such payment to be made not later than 12:00 noon, New York City time, on
the date due; and funds received after that hour shall be deemed to have been
received on the next following Business Day. The Lessor hereby specifies that
all (i) payments made in respect of Program Vehicles by the Manufacturers and
related auction dealers under the Manufacturer Programs (unless otherwise
specified following a sale or pledge of Vehicle Repurchase Rights), (ii)
amounts representing the proceeds from sales of Program Vehicles (other than
under the related Manufacturer Program) and Non-Program Vehicles (including
amounts paid to the Lessor by a Manufacturer as a result of the sale of any
such Vehicle outside such Manufacturer’s Manufacturer Program) to third parties
and (iii) payments with respect to any other Master Collateral securing the
Group I Notes (other than certain amounts as and to the extent described in Section
2.3(d)), shall be deposited in the Master Collateral Account for the
benefit of the Trustee (on behalf of the Group I Noteholders). If any payment
of Rent (or other Liability) falls due on a day which is not a Business Day,
then such due date shall be extended to the next following Business Day and
Monthly Variable Rent shall accrue through such Business Day.


 


SECTION 6.           RESERVED.


 


SECTION 7.           CASUALTY
AND INELIGIBLE VEHICLES. If a Vehicle suffers a Casualty or ceases to be an
Eligible Vehicle, then the Lessee thereof shall (a) cause the Servicer to
include notice of such occurrence in the next related Monthly Vehicle Statement
required to be delivered by the Servicer under Section 24.6(iv), and (b)
on the Payment Date next succeeding the last day of the Related Month in which
such Lessee obtained actual knowledge that such Vehicle has suffered a Casualty
or ceased to be an Eligible Vehicle, pay to the Lessor an amount (a “Casualty
Payment”) equal to the Termination Value of such Vehicle, calculated as of
the first day of the Related Month in which such Lessee obtained actual
knowledge that such Vehicle suffered a Casualty or ceased to be an Eligible
Vehicle (net of Monthly Base Rent made in respect of such Vehicle during such
Related Month). Upon payment by the applicable Lessee to the Lessor in
accordance herewith of the Casualty Payment for any Vehicle that has suffered a
Casualty or ceased to be an Eligible Vehicle, (i) the Lessor, if requested by
such Lessee, shall cause title to any such Vehicle to be transferred to such
Lessee to facilitate liquidation of such Vehicle by the Lessee, (ii) such
Lessee shall be entitled to any physical damage insurance proceeds applicable
to such Vehicle (if at such time such Lessee carries such insurance coverage)
and, to the extent the Lessor receives any such insurance proceeds following
the payment by the Lessee of the related Casualty Payment, the Lessor shall
cooperate in promptly remitting such insurance proceeds to the Lessee and (iii)
the Lien of the Master Collateral Agent on such Vehicle shall automatically be
released thereby.


 


SECTION 8.           VEHICLE
USE. Each Lessee shall use Vehicles leased hereunder solely for such Lessee’s
domestic daily rental car operations, whether through Fleet Sharing Parties or
directly; provided that a Lessee (the “Named Lessee”) may permit
another Lessee, the Guarantor, a lessee under any other Leasing Company Lease,


 

















 


Alamo Rental (US) Inc. or National Rental
(US) Inc. or, subject to (A) receipt of prior consent of the Required
Noteholders of each Series of Group I Notes and (B) delivery of 30 days prior
notice to Moody’s, any other Affiliate of the Guarantor who operates a
nationally recognized domestic daily rental car operation (each such entity, an
“Other Permitted User”) to use Vehicles leased by the Named Lessee
hereunder in the ordinary course of the domestic daily rental car operations of
such Other Permitted User (but the Named Lessee shall remain fully liable for
its obligations under this Lease and the other Related Documents); provided further that a Lessee may, from time
to time, permit Fleet Sharing Parties to use Vehicles leased by such Lessee
hereunder pursuant to Lessee Agreements, including Fleet Sharing Agreements,
used in the ordinary course of the Lessee’s business, and each such Fleet
Sharing Party shall rent Vehicles used by it pursuant to a Fleet Sharing
Agreement to consumers in the ordinary course of such Fleet Sharing Party’s
domestic daily rental car operations; provided
further, however, that the aggregate Net Book Value of all Vehicles
subject to Fleet Sharing Agreements on any day plus the aggregate Net Book
Value (as defined in the applicable Leasing Company Lease) of all Vehicles (as
defined in the applicable Leasing Company Lease) leased under all other Leasing
Company Leases subject to Fleet Sharing Agreements (as defined in the
applicable Leasing Company Lease) on such day shall not exceed an amount equal
to the greater of (a) 10% of the sum of the aggregate Net Book Value of all
Vehicles leased under this Lease and the aggregate Net Book Value (as defined
in the applicable Leasing Company Lease) of all Vehicles (as defined in the
applicable Leasing Company Lease) leased under all such other Leasing Company
Leases on such day, and (b) such greater amount in respect of which the Rating
Agency Confirmation Condition with respect to each Series of Group I Notes
shall have been satisfied; provided, however, any such Rating
Agency Confirmation Condition in respect of Moody’s shall be satisfied if Moody’s
has given its prior written notice of the intention to increase the preceding 10%
limitation to a greater amount pursuant to clause (b). Notwithstanding
any such Lessee Agreement, each Lessee shall remain fully liable for its
obligations under this Lease and the other Related Documents (including any
obligation hereunder or thereunder that it may cause any Fleet Sharing Party to
perform or fulfill). Each Lessee shall promptly and duly execute, deliver, file
and record all such documents, statements, filings and registrations, and take
such further actions as the Lessor, the Master Collateral Agent, the Servicer
or the Trustee shall from time to time reasonably request in order (x) to
establish, perfect and maintain the Lessor’s title to and interest in the
Vehicles and the related Certificates of Title as against any third party in any
applicable jurisdiction and (y) to establish, perfect and maintain the Master
Collateral Agent’s lien on all Vehicles as noted on the related Certificates of
Title as a perfected first-priority lien in any applicable jurisdiction. A
Lessee may, at the Lessee’s sole expense, change the place of principal
location of any Vehicles. Within sixty (60) days after any such change of
location, the Lessee shall take all actions necessary (i) to maintain the
perfected first-priority Lien of the Master Collateral Agent on such Vehicles
as noted on the Certificates of Title with respect to such Vehicles and the
Lessor shall cooperate to the extent required for the Lessee to do so, and (ii)
to meet all material legal requirements applicable to such Vehicles in connection
with, or as a result of, such change of location. Following a Lease Event of
Default or Manufacturer Event of Default, and upon the Lessor’s request, each


 

















 


Lessee shall advise the Lessor in writing
where all Vehicles leased hereunder as of such date are principally located. No
Lessee shall knowingly use any Vehicles, or knowingly permit the same to be
used, for any unlawful purpose. Each Lessee shall, and shall require the Fleet
Sharing Parties to, use reasonable precautions to prevent loss or damage to
Vehicles. Each Lessee shall, or shall cause the Fleet Sharing Parties to,
comply in all material respects with all applicable statutes, decrees,
ordinances and regulations regarding acquiring, titling, registering, leasing,
insuring and disposing of Vehicles and shall, and shall require the Fleet
Sharing Parties to, take reasonable steps to ensure that operators are licensed.
Each Lessee shall, or shall cause each applicable Fleet Sharing Party to,
perform, at its own expense, such vehicle preparation and conditioning services
with respect to Vehicles leased by it as are customary.


 


SECTION 9.           REGISTRATION;
LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its
expense, shall be responsible for proper registration and licensing of Vehicles
leased by it hereunder, for submitting the appropriate documentation to the
appropriate state authorities to obtain Certificates of Title for Vehicles
reflecting the name of the Lessor as owner of such Vehicle with the Lien of the
Master Collateral Agent noted thereon as first lienholder, and where required,
such Lessee shall, or shall cause the related Fleet Sharing Parties to, have
Vehicles inspected by any appropriate governmental authority; provided, however,
that possession of all Certificates of Title shall remain with the Servicer or
an Affiliate thereof (including the related Sub-Servicer) unless otherwise
required or permitted by the Master Collateral Agency Agreement. Each Lessee
shall pay or cause to be paid all registration fees, title fees, license fees,
traffic summonses, penalties, judgments and fines and other similar amounts
incurred with respect to any Vehicle during the Vehicle Term for such Vehicle
or imposed during the Vehicle Term for such Vehicle by any governmental
authority or any court of law or equity in connection with the Lessee’s
operation of Vehicles, and any such amounts paid by the Lessor on a Lessee’s
behalf, in its discretion upon at least fifteen (15) days’ prior notice to such
Lessee, will be reimbursed within thirty (30) days of the Lessor notifying such
Lessee of such payment; provided, however, that the Lessor shall
not pay on any Lessee’s behalf any traffic summons, or any penalty, judgment or
fine for so long as such amount is being contested by such Lessee in good faith
and by appropriate proceedings with respect to which adequate reserves have
been established, and are being maintained, in accordance with GAAP and provided
that such Lessee has agreed in writing to indemnify and hold the Lessor
harmless from and against all loss, liability and expense arising out of such
unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or
other Master Collateral will not result from the failure to pay any such
amounts). The Lessor agrees to execute a power of attorney substantially in the
form of Attachment B hereto (a “Power of Attorney”), and such
other documents as may be necessary in order to allow the Lessees and the
Servicer to title, register and dispose of the Vehicles leased hereunder; and
each Lessee and the Servicer acknowledges and agrees that it has no right,
title or interest in or with respect to any Certificate of Title. Notwithstanding
anything herein to the contrary, the Lessor may terminate such Power of
Attorney as provided in Section 17.3(vii).


 

















 


SECTION 10.         MAINTENANCE
AND REPAIRS. Each Lessee shall, or shall cause the related Fleet Sharing
Parties to, pay for all maintenance and repairs to keep Vehicles leased by it
hereunder in good working order and condition, and shall, or shall cause such
Fleet Sharing Parties to, take reasonable steps to maintain such Vehicles as
required in order to keep the Manufacturer’s warranty in force. Each Lessee
shall, or shall cause the related Fleet Sharing Parties to, return each Vehicle
to an authorized Manufacturer facility or the applicable Manufacturer’s
authorized warranty station (which may be a facility of any Lessee) for
warranty work. Each Lessee shall, or shall cause the related Fleet Sharing
Parties to, take reasonable steps to comply with any Manufacturer’s recall of
any Vehicle. Each Lessee shall, or shall cause the related Fleet Sharing
Parties to, pay, or cause to be paid, all usual and routine expenses incurred
in the use and operation of Vehicles leased by it hereunder including, but not
limited to, fuel, lubricants, and coolants. The Lessor, upon thirty (30) days’
prior notice to the applicable Lessee, may pay any such expenses that have not
otherwise been paid by, or on behalf of, such Lessee (including any failure by
a Fleet Sharing Party to pay any such expenses), and any expenses paid by the
Lessor on a Lessee’s behalf for maintenance, repair, operation or use by the
Lessee of Vehicles will promptly be reimbursed (in any event no later than the
next Payment Date following such payment) by such Lessee to the Lessor. No
Lessee shall, without the prior consent of the Lessor, make any material
alterations to (i) any Vehicle which is a Program Vehicle which would result in
a reduction of the Repurchase Price for such Vehicle or make the Vehicle no
longer eligible for repurchase or sale under the applicable Manufacturer
Program or (ii) any Vehicle which is a Non-Program Vehicle which is likely to
materially adversely affect the resale value of such Non-Program Vehicle. Any
improvements or additions to a Vehicle shall become and remain the property of
the Lessor, except that any addition or improvement to a Vehicle made by a
Lessee shall remain the property of such Lessee if it can be disconnected or
removed from the Vehicle without impairing the functioning or resale value
thereof, other than any function or value provided by such addition or
improvement.


 


SECTION 11.         MANUFACTURER
WARRANTIES. If a Vehicle leased hereunder is covered by a manufacturer’s
warranty, the Lessee thereof, during the Vehicle Term, shall have the right to
make any claims under such warranty which the Lessor could make and to receive
related proceeds directly.


 


SECTION 12.         VEHICLE
RETURN GUIDELINES.


 


Section 12.1.          Vehicle
Turn-in Condition. As used herein “Vehicle Turn-In Condition” with
respect to each Program Vehicle leased hereunder shall mean a set of criteria
for evaluating such Vehicle upon its delivery at the end of its Vehicle Term,
which criteria will be determined in accordance with the related Manufacturer
Program. Each Program Vehicle not meeting the applicable Manufacturer Program’s
vehicle turn-in condition requirements will, unless redesignated as a
Non-Program Vehicle in accordance with Section 14, be purchased (or will
otherwise be the subject of a Casualty Payment) by the related Lessee as if it
were a Casualty in accordance with the procedure set forth in Section 7.


 

















 


Section 12.2.          Disposition
Procedure. (a)  Program Vehicles.
Unless such Vehicle is redesignated as a Non-Program Vehicle in accordance with
Section 14 or the Lessee thereof exercises its option to purchase such
Vehicle as permitted by, and pursuant to the requirements of, this Lease, or
such Vehicle is sold in the ordinary course outside the Manufacturer Program
for proceeds that equal or exceed the payment that would be obtained from the
Manufacturer under the Manufacturer Program as contemplated by Section 27,
then prior to the end of the Vehicle Term, each Lessee will, or will cause the
related Fleet Sharing Party to, deliver each Program Vehicle leased by it
hereunder (other than a Casualty or a Vehicle that has ceased to be an Eligible
Vehicle) to the nearest related Manufacturer official auction or other facility
designated by such Manufacturer at the Lessee’s sole expense and in accordance
with the terms of the applicable Manufacturer Program; provided, that
the timing of such delivery by the Lessee will be at its option so long as such
delivery is made in accordance with Section 24.5. Any transportation
allowance (for delivery costs), auction assistance allowance and any other
allowances offered under a Manufacturer Program (other than incentive payments
for selling Program Vehicles outside the related Manufacturer Program), and any
rebates or credits applicable to the unexpired term of any license plates for a
Vehicle shall inure to the benefit of the Lessee thereof and, to the extent
received by the Lessor, the Trustee or the Master Collateral Agent, shall
promptly be paid over to the applicable Lessee. Each Lessee will comply with
the requirements of law and the requirements of the Manufacturer Programs in
connection with, among other things, the delivery of Certificates of Title,
documents of transfer signed as necessary, signed Condition Reports, and signed
odometer statements for the Vehicles.


 


(b)           Non-Program
Vehicles. Each Lessee agrees to use commercially reasonable efforts to
dispose of, at its own expense, on behalf of the Lessor, each Vehicle that is a
Non-Program Vehicle (i) in a manner reasonably likely to maximize proceeds from
such disposition and consistent with industry practice and (ii) prior to the
expiration of the Non-Program Maximum Term for such Non-Program Vehicle; provided
that Lessee may commence such efforts, at its option, any time prior to the
expiration of the Non-Program Maximum Term.


 


Section 12.3.          Termination
Payments for Vehicles. (a)  Program
Vehicle Termination Payments. On the first Payment Date on or after the
earlier of (i) the last day of the Related Month in which the Repurchase Price
with respect to any Program Vehicle that has been accepted for repurchase or
sale pursuant to the applicable Manufacturer Program is received by the
applicable Lessee, the Lessor, the Master Collateral Agent or the Trustee by
deposit into the Master Collateral Account or the Group I Collection Account (provided
that, if for any reason the Repurchase Price has been received directly by a
Lessee, then such Repurchase Price shall be deemed “received” for purposes of
this Section 12.3 on the earlier of (a) the date on which such Repurchase
Price has been deposited into the Group I Collection Account or Master
Collateral Account, in accordance with the Master Collateral Agency Agreement
and (b) the second Business Day after receipt by such Lessee) and (ii) the
thirtieth (30th) day after the expiration of the Repurchase Period for such
Program Vehicle, the applicable


 

















 


Lessee shall pay to the Lessor in respect of
such Program Vehicle any Excess Damage Charges, Excess Mileage Charges, early
turnback surcharges and any other similar charges and penalties (collectively a
“Program Vehicle Termination Payment”) as determined by the Manufacturer
or its agent in accordance with the applicable Manufacturer Program.


 


(b)           Non-Program
Vehicle Termination Payments. On the first Payment Date on or after the
earlier of (i) the last day of the Related Month in which the Disposition
Proceeds from the sale or other disposition of a Non-Program Vehicle (other
than a Casualty or a Vehicle that has ceased (prior to such sale or
disposition) to be an Eligible Vehicle or that has been repurchased by the
Lessee thereof in accordance with this Lease) are received by the applicable
Lessee, the Lessor, the Master Collateral Agent or the Trustee by deposit into
the Master Collateral Account or the Group I Collection Account (provided
that, if for any reason the Disposition Proceeds have been received directly by
a Lessee, then, such Disposition Proceeds shall be deemed “received” for
purposes of this Section 12.3 on the earlier of (a) the date on which
such Disposition Proceeds have been deposited into the Group I Collection
Account or the Master Collateral Account, in accordance with the Master
Collateral Agency Agreement and (b) the second Business Day after receipt by
such Lessee) and (ii) the thirtieth (30th) day after the Disposition Date for
such Non-Program Vehicle, the applicable Lessee shall pay to the Lessor in
respect of such Non-Program Vehicle an amount (a “Non-Program Vehicle
Termination Payment”) equal to (A) the sum of all Program Vehicle
Termination Payments due on the Payment Date that occurred in the second
preceding calendar month to the calendar month during which the Vehicle Lease
Commencement Date with respect to such Non-Program Vehicle occurred, divided
by (B) the number of Vehicles previously leased under this Lease in respect
of which such Program Vehicle Termination Payments were payable (or, if there
are no Vehicles in respect of which Program Vehicle Termination Payments were
payable on such Payment Date, an amount equal to (A) the sum of all “Program
Vehicle Termination Payments” paid or payable under (and as defined in) each
other Leasing Company Lease with respect to the Payment Date (as defined in
such other Leasing Company Lease) that occurred in the second preceding
calendar month to the calendar month during which the Vehicle Lease
Commencement Date with respect to such Non-Program Vehicle occurred, divided
by (B) the number of Vehicles (as defined in such other Leasing Company
Lease) previously leased under (and as defined in) each such other Leasing
Company Lease in respect of which such Program Vehicle Termination Payments
were paid or were payable) (Program Vehicle Termination Payments and
Non-Program Vehicle Termination Payments being referred to collectively as “Termination
Payments”). If a Vehicle’s age is unknown as of its Vehicle Lease
Commencement Date, such age (in months) shall be the lesser of (i) the number
obtained by dividing the number of miles on the odometer of such Vehicle at the
Vehicle Lease Commencement Date by 1,500 and (ii) the number of months in the
period commencing on September 1 of the calendar year prior to the model year
of such Vehicle through the Vehicle Lease Commencement Date for such Vehicle. The
provisions of this Section 12.3 will survive the expiration or earlier
termination of the Term of this Lease.


 

















 


SECTION 13.         RESERVED.


 


SECTION 14.         REDESIGNATION
OF VEHICLES. (a)  At any time,
including upon the occurrence of a Manufacturer Event of Default with respect
to the Manufacturer of any Program Vehicle or any such Vehicle’s becoming
ineligible for repurchase by its Manufacturer or for sale at Auction under the
applicable Manufacturer Program due to physical damage, repair charges or
accrued mileage, in each case in excess of that permitted under the related
Manufacturer Program, or due to any failure or inability to return the Vehicle
to the Manufacturer or the designated auction prior to the expiration of the
Repurchase Period, or due to any other event or circumstance, the Servicer (or
the related Sub-Servicer) may redesignate the related Vehicle as a Non-Program
Vehicle; provided  that, with respect to any such redesignation
other than a redesignation pursuant to and in accordance with Section 18, no
Amortization Event or Potential Amortization Event with respect to any Series
of Group I Notes has occurred and is continuing or would be caused by such
redesignation; and provided further, in
each case, in connection with any such redesignation, the Servicer shall assign
a new Depreciation Schedule for such Vehicle as a Non-Program Vehicle, and in
connection therewith, the Lessee of such Vehicle shall pay on the next
succeeding Payment Date, as additional Monthly Base Rent due with respect to
such Vehicle, an amount equal to the excess, if any, of (i) the Net Book Value
of such Vehicle immediately before the redesignation over (ii) the Net Book
Value of such Vehicle after recomputing the Net Book Value as of the date of
such redesignation by applying the new Depreciation Schedule for such Vehicle
as though such Vehicle had been a Non-Program Vehicle since the Vehicle Lease
Commencement Date for such Vehicle. Subsequent to the occurrence of a
Manufacturer Event of Default pursuant to clause (ii) of the definition thereof
with respect to the Manufacturer of any Program Vehicle, the Servicer (or the
related Sub-Servicer) shall promptly notify the Rating Agencies with respect to
each Series of Group I Notes of any redesignation of Program Vehicles of such
Manufacturer as Non-Program Vehicles pursuant to this Section 14.


 


(b)           At
any time, the Servicer (or the related Sub-Servicer) may redesignate a
Non-Program Vehicle as a Program Vehicle if the related Manufacturer has
acknowledged in writing that such Vehicle is entitled to the benefits of its
Manufacturer Program, including, without limitation, redesignation following
either the assumption by a Manufacturer of its Manufacturer Program or the
satisfaction of the Confirmation Condition with respect to such Manufacturer in
each case following an Event of Bankruptcy with respect to such Manufacturer; provided
that in connection with any such redesignation, the Servicer shall apply the
depreciation charges applicable under the related Manufacturer Program
depreciation schedule specified or implied under the applicable Manufacturer
Program, as if it had been in effect at the time of purchase of such Vehicle,
and if applying such revised depreciation schedule results in a decrease of the
Net Book Value of such Vehicle, the Lessee of such Vehicle shall pay any such
decrease as additional Monthly Base Rent due with respect to such Vehicle on
the next succeeding Payment Date.


 

















 


SECTION 15.         GENERAL
INDEMNITY AND PAYMENT OF EXPENSES.


 


Section 15.1.          Indemnity
and Payment of Expenses by the Lessees. Each Lessee agrees jointly and
severally to indemnify and hold harmless the Lessor and the Trustee, and each
of their respective directors, officers, agents and employees (collectively,
the “Indemnified Persons”), against any and all claims, demands,
actions, causes of action, losses, costs, liabilities and damages of whatsoever
nature, and all reasonable expenses incurred in connection therewith (including
reasonable fees and disbursements of counsel), relating to or in any way
arising out of:


 


15.1.1.     the
ordering, delivery, acquisition, title on acquisition, rejection, installation,
possession, ownership, titling, retitling, registration, re-registration,
custody by the Lessee of title and registration documents, use, non-use,
misuse, operation, leasing, deficiency, defect, transportation, repair,
maintenance, control or disposition (including the failure to return any
Program Vehicle in accordance with the relevant Manufacturer Program) of any
Vehicle leased hereunder or to be leased hereunder, including, without
limitation, any such Vehicle shared with a Fleet Sharing Party. The foregoing
shall include, without limitation, any liability (or any alleged liability) of
the Lessor or any other Indemnified Person to any third party arising out of
any of the foregoing, including, without limitation, all reasonable legal fees,
costs and disbursements arising out of such liability (or alleged liability);


 


15.1.2.     all
(i) federal, state, county, municipal, foreign or other fees and taxes of
whatsoever nature, including but not limited to license, qualification,
registration, sales, use, gross receipts, ad valorem, business, property (real
or personal), excise, motor vehicle, and occupation fees and taxes, with
respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use,
operation, control, ownership or disposition of any Vehicle by any Person or
measured in any way by the value thereof or by the business of, investment by,
or ownership by the Lessor or a Lessee with respect thereto, (ii) federal,
state, local and foreign income taxes and penalties and interest thereon,
whether assessed, levied against or payable by the Lessor or otherwise as a
result of its being a member of any group of corporations including any Lessee
that files any tax returns on a consolidated or combined basis, and (iii)
documentary, stamp, filing, recording, mortgage or other taxes, if any, which
may be payable by the Lessor, a Lessee or any other Indemnified Person in
connection with the execution, delivery, recording or filing of this Lease or
the other Related Documents or the leasing of any Vehicles hereunder and any
penalties or interest with respect thereto; provided, however,
that the following taxes are excluded from the indemnity provided in clauses
(i) through (iii) above:


 


(A)          any franchise tax or tax
on, based on, with respect to, or measured by, the net income of such
Indemnified Person (including federal alternative minimum tax) other than any
taxes or other charges which may be imposed as a result of any determination by
a taxing authority that the Lessor is not the owner for tax purposes of the
Vehicles leased hereunder or that the Lease is not a “true lease” for tax
purposes or


 

















 


that
depreciation deductions that would be available to the owner of such Vehicles
are disallowed, or that the Lessor is not entitled to include the full purchase
price for any such Vehicle in basis including any amounts payable in respect of
interest charges, additions to tax and penalties that may be imposed, and all
attorneys’ and accountants’ fees and expenses and all other fees and expenses
that may be incurred in defending against or contesting any such determination;
and


 


(B)           any tax with respect to
any Vehicle leased by a Lessee hereunder or any transaction relating to such
Vehicle to the extent it covers any period beginning after the earlier of (A)
the discharge in full of such Lessee’s obligation to pay Monthly Base Rent,
Monthly Variable Rent and any other amount payable hereunder with respect to
such Vehicle or (B) the expiration or other termination of this Agreement with
respect to such Vehicle, unless such tax accrues in respect of any period
during which such Lessee holds over such Vehicle;


 


15.1.3.     any
violation by a Lessee of this Lease or of any Related Documents to which a
Lessee is a party or by which it is bound or any laws, rules, regulations,
orders, writs, injunctions, decrees, consents, approvals, exemptions,
authorizations, licenses and withholdings of objection of any governmental or
public body or authority and all other requirements having the force of law
applicable at any time to any Vehicle or any action or transaction by a Lessee
with respect thereto or pursuant to this Lease;


 


15.1.4.     all
costs, fees, expenses, damages, claims and liabilities (including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel) in
connection with, or arising out of, any claim made by any third party against
the Lessor or the Trustee (with respect to the Trustee only if it has first
sought to receive indemnity otherwise available to it under any of the Related
Documents from any Person with respect to such costs, fees, expenses, damages,
claims and liabilities and only to the extent that it has not otherwise been
compensated in full for such costs, fees, expenses, damages, claims and
liabilities) arising out of or in connection with the Related Documents
(including, without limitation, in connection with any audit or investigation
conducted by a Manufacturer under its Manufacturer Program).


 


All
obligations provided for in this Section 15 shall survive any
termination of this Lease, and, to the extent that any of such obligations are
unenforceable for any reason, each Lessee agrees to the payment and
satisfaction of each such obligation which is permissible under applicable law.


 


Notwithstanding
the foregoing, the Lessees shall have no duty to indemnify any Indemnified
Person for any claim, demand, liability, cost, or expense to the extent such
claim, demand, liability, cost or expense arises out of or is due to such
Person’s gross negligence or willful misconduct.


 

















 


Section 15.2.          Reimbursement
Obligation by the Lessees. Each Lessee shall forthwith upon demand
reimburse each Indemnified Person for any sum or sums expended with respect to
any of the foregoing, or shall pay such amounts directly upon request from such
Indemnified Person; provided, however, that, if so requested by a
Lessee, such Indemnified Person shall submit to such Lessee a statement
documenting in reasonable detail any such demand for reimbursement or payment. To
the extent that a Lessee in fact indemnifies any Indemnified Person under the
indemnity provisions of this Lease, such Lessee shall be subrogated to the
rights of such Indemnified Person, in the affected transaction and shall have a
right to determine the settlement of claims therein. The obligations of each
Lessee contained in this Section 15 shall survive the expiration or
earlier termination of this Lease or any lease of any Vehicle hereunder; provided,
however, that, in the case of indemnities relating to the acquisition or
leasing of Vehicles, the factual or legal circumstances giving rise to the
Lessor’s or any other Indemnified Person’s exposure to liability occur during
the period that this Lease is in effect as to the Vehicle for which such
exposure to liability arose.


 


Section 15.3.          Notice
to Lessee of Claims. Each applicable Indemnified Person, shall promptly
notify the Lessee in writing (a “Notice of Claim”) of the pendency of
any such claim, action or facts referred to in this Section 15 for which
indemnity may be required.


 


Section 15.4.          Defense
of Claims. Defense of any claim referred to in this Section 15 for
which indemnity may be required shall, at the option and request of any
applicable Lessee, be conducted by such Lessee. Following receipt of any Notice
of Claim, such Lessee will inform the Indemnified Person of its election to
defend such claim. Such Indemnified Person may participate in any such defense
at its own expense, provided such participation, in such Lessee’s reasonable
opinion, does not interfere with such Lessee’s defense. Each Lessee agrees that
no Indemnified Person will be liable to the Lessees for any claim caused
directly or indirectly by the inadequacy of any Vehicle for any purpose or any
deficiency or defect therein or the use or maintenance thereof or any repairs,
servicing or adjustments thereto or any delay in providing or failure to
provide such or any interruption or loss of service or use thereof or any loss
of business, all of which shall be the risk and responsibility of the Lessees,
except to the extent that any of the foregoing is caused by the gross
negligence or willful misconduct of such Indemnified Person. The rights and
indemnities of each Indemnified Person hereunder are expressly made for the
benefit of, and will be enforceable by, each Indemnified Person notwithstanding
the fact that such Indemnified Person is not or is no longer a party to (or
entitled to receive the benefits of) this Lease. This general indemnity shall
not affect any claims of the type discussed above, or otherwise, which a Lessee
may have against any Manufacturer.


 


Section 15.5.          Third-Party
Beneficiary. The Trustee shall be a third-party beneficiary under this Article
15.


 


SECTION 16.         SUCCESSORS
AND ASSIGNS; ASSIGNMENT. This Lease shall be binding upon the Lessor, the
Lessees, the Servicer, the Guarantor and their


 

















 


respective successors and assigns, and shall
inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor
and the Trustee (for the benefit of the Group I Noteholders), the Master
Collateral Agent (for the benefit of the ARG Trustee as Beneficiary under the
Master Collateral Agency Agreement), any other Indemnified Person, and their
respective successors and assigns; provided, however, that
neither the Guarantor nor any Lessee (except as expressly provided herein)
shall have the right to assign its rights or delegate its duties under this
Lease without (i) the prior written consent of the Lessor and the Trustee and
(ii) the Rating Agency Confirmation Condition, if any, with respect to each
Series of Group I Notes having been satisfied prior thereto; provided, further,
however, that nothing herein contained shall be deemed to restrict (w) the
right of any Lessee to rent Vehicles to customers in the ordinary course of its
domestic daily rental businesses, (x) the right of any Named Lessee to permit
an Other Permitted User to use Vehicles leased by the Named Lessee hereunder in
the ordinary course of the domestic daily rental car operations of such Other
Permitted User in accordance with the terms of this Lease (but the Named Lessee
shall remain fully liable for its obligations under this Lease and the other
Related Documents), (y) the right of any Lessee to share certain of the
Vehicles leased by it with Fleet Sharing Parties (subject to the limitations
specified in Section 8), for use in the ordinary course of the domestic
daily rental businesses of such Fleet Sharing Parties in accordance with the
terms of this Lease or (z) the right of the Servicer to perform its obligations
as Servicer through a Sub-Servicer, subject to the limitations specified in Section
26 and provided that the Servicer shall remain fully liable for its
obligations under this Lease and the other Related Documents. Any purported
assignment in violation of this Section 16 shall be void and of no force
or effect. Nothing contained herein shall be deemed to restrict the right of
any Lessee to acquire or dispose of, by purchase, lease, financing, or
otherwise, motor vehicles that are not subject to the provisions of this Lease.


 


SECTION 17.         DEFAULT
AND REMEDIES THEREFOR.


 


Section 17.1.          Events
of Default. Any one or more of the following will constitute an event of
default (a “Lease Event of Default”) as that term is used herein:


 


17.1.1.     Non-Payment
of Liabilities. The occurrence of (i) a default in the payment when due of
any Monthly Base Rent, Monthly Variable Rent, Termination Payment or Casualty
Payment, and the continuance thereof for, except in the case of any Monthly
Variable Rent, two (2) Business Days and, in the case of any Monthly Variable
Rent, five (5) Business Days, or (ii) a default by any Lessee or the Guarantor
in the payment when due of any amount payable under this Lease (other than
amounts described in clause (i) above) and the continuance thereof for
five (5) Business Days;


 


17.1.2.     Unauthorized
Assignment. Any unauthorized assignment or transfer of this Lease by a
Lessee occurs;


 


17.1.3.     Non-Performance
of Covenants and Obligations. Any Lessee, the Servicer or the Guarantor
fails to comply with or perform any covenant, condition, agreement or provision
of this Lease (which failure does not constitute a Lease Event of


 

















 


Default under any of the other provisions of
this Section 17) and the continuance of such failure (other than any
such failure to comply with the provisions of Section 25.1, as to which
there shall be no cure period) for thirty (30) days after the earlier of (x)
the date the Lessor, the Master Collateral Agent, the Trustee or any Group I
Noteholder delivers written notice thereof to such Lessee, the Servicer or the
Guarantor and (y) the date such Lessee, the Servicer or the Guarantor obtains
actual knowledge thereof;


 


17.1.4.     Breach
of Representation or Warranty. Any representation or warranty made by a
Lessee, the Servicer or the Guarantor in this Lease or any Related Document is
incorrect in any material respect (to the extent that such representation or
warranty does not incorporate a materiality limitation in its terms (and
otherwise, is incorrect in any respect)) as of the date such warranty or
representation is made and continues to be incorrect in any material respect
(to the extent that such warranty or representation does not incorporate a
materiality limitation in its terms (and otherwise, continues to be incorrect
in any respect)) for a period of thirty (30) days after the earlier of (i) the
date on which written notice thereof shall have been given to such Lessee, the
Servicer or the Guarantor by the Lessor, the Master Collateral Agent, any Group
I Noteholder or the Trustee, and (ii) the date on which such Lessee, the
Servicer or the Guarantor obtains actual knowledge thereof; or any schedule,
certificate, financial statement, report, notice, or other material writing
furnished by a Lessee, the Servicer or the Guarantor to the Lessor or the
Trustee is false or misleading in any material respect on the date as of which
the facts therein set forth are stated or certified and which continues to be
incorrect in any material respect for a period of ten (10) days after the
earlier of (a) the date on which written notice thereof shall have been given
to such Lessee, the Servicer or the Guarantor by the Lessor, the Master
Collateral Agent, the Trustee or any Group I Noteholder, and (b) the date on
which such Lessee, the Servicer or the Guarantor obtains actual knowledge
thereof;


 


17.1.5.     Event
of Bankruptcy. The occurrence of an Event of Bankruptcy with respect to any
Lessee or the Guarantor;


 


17.1.6.     Invalidity
of Lease. All or any portion of this Lease shall at any time and for any
reason not be in full force and effect or be declared to be null and void, or a
proceeding shall be commenced by a Lessee or the Guarantor, or by any
governmental authority having jurisdiction over the Lessee or the Guarantor, as
applicable, seeking to establish the invalidity or unenforceability thereof
(exclusive of questions of interpretation of any provision thereof);


 


17.1.7.     Certain
Amortization Events. The occurrence of an Amortization Event under Section
9.1 (a) or (c) of the Base Indenture or a Liquidation Event of
Default which in any such case continues beyond any applicable cure period
specified in the Indenture.


 


Section 17.2.          Effect
of Lease Event of Default; Limited Liquidation Event of Default or Liquidation
Event of Default. (a)  If a Lease
Event of Default described in Section 17.1.1(i), 17.1.2, 17.1.5
or 17.1.7 shall occur, then the Monthly Base Rent,


 

















 


Casualty Payments, the Monthly Variable Rent
(in each case calculated as if the full amount of interest, principal and other
charges under the Group I Notes were then due and payable in full), Termination
Payments and all other charges, payments and amounts payable under this Lease
shall, subject to Section 17.4, automatically, without further action by
the Lessor or the Trustee, become immediately due and payable.


 


(b)           If
a Limited Liquidation Event of Default shall occur with respect to any Series
of Group I Notes, then, the Monthly Base Rent, Casualty Payments, the Monthly
Variable Rent (in each case calculated as if the full amount of interest,
principal and other charges under such Group I Notes were then due and payable
in full) and Termination Payments (in each case, with respect to each Vehicle
with respect to which the Lessor has terminated the applicable Lessee’s right
to possession pursuant to Section 17.3(ii) or (iii)) shall,
subject to Section 17.4, automatically, without further action by the
Lessor or the Trustee, become immediately due and payable.


 


(c)           If
any Lease Event of Default (other than one described in paragraph (a)
above) shall occur, then the Trustee may declare the Rent and all other
charges, amounts and payments (calculated as described in paragraph (a)
above) to be due and payable, whereupon such Rent and such other charges,
amounts and payments (as so calculated) shall, subject to Section 17.4,
become immediately due and payable.


 


Section 17.3.          Rights
of Lessor and Trustee Upon Lease Event of Default, Liquidation Event of Default
or Limited Liquidation Event of Default. If a Lease Event of Default,
Liquidation Event of Default or Limited Liquidation Event of Default shall
occur:


 


(i)            In the case of a Lease
Event of Default that shall have occurred and be continuing, the Lessor may
proceed by appropriate court action or actions, either at law or in equity, to
enforce performance by the applicable Lessee of the applicable covenants and
terms of this Lease or to recover damages for the breach hereof calculated in
accordance with Section 17.4;


 


(ii)           In the case of a
Liquidation Event of Default or a Limited Liquidation Event of Default that
shall have occurred and be continuing, the Lessor and the Trustee, to the
extent provided in the Indenture and subject to Section 17.4, shall have
all the rights against the Lessees and the Collateral provided in the Indenture
upon such a Liquidation Event of Default or a Limited Liquidation Event of
Default, as the case may be, including the right to take (under the specified
circumstances) possession of Vehicles (to the extent specified in this Lease or
the Indenture, as applicable) immediately;


 


(iii)          In the case of a
Liquidation Event of Default that shall have occurred and be continuing, the
Lessor may, by notice in writing to the Lessees, terminate this Lease in its
entirety and/or the right


 

















 


of possession
hereunder of the Lessees as to the Vehicles, and the Lessor may direct delivery
by the Lessees of Certificates of Title to the Vehicles, whereupon all rights
and interests of the Lessees to the Vehicles (except as otherwise provided
herein) will cease and terminate (but the Lessees will remain liable hereunder
for the payment of certain amounts as herein provided, calculated in accordance
with Section 17.4); and, in the case of a Limited Liquidation Event of
Default that shall have occurred and be continuing, the Lessor may, by notice
in writing to the Lessees, terminate the right of possession hereunder of any
Lessee as to such number of Vehicles as will generate proceeds from liquidation
in an amount sufficient to pay all principal of and interest on (and all other
amounts due to the holder of) the applicable Group I Notes or to pay such
lesser amount as is required to be paid pursuant to the applicable Group I
Supplement, and the Lessor may direct delivery by such Lessees of Certificates
of Title to such Vehicles, whereupon all right, title and interest of such
Lessees to such Vehicles (except as otherwise provided herein) will cease and
terminate (but such Lessees will remain liable hereunder for the payment of
certain amounts as herein provided, calculated in accordance with Section
17.4). Upon any termination of the right to possession of any one or more
Lessees pursuant to the previous sentence, the Lessor or its agents may
peaceably enter upon the premises of any such Lessee or other premises where
such Vehicles may be located and take possession of them and thenceforth hold,
possess and enjoy the same free from any right of any such Lessee, or its
successors or assigns, to employ such Vehicles for any purpose whatsoever
consistent with the mitigation of losses and damages, and the Lessor will,
nevertheless, have a right to recover from the applicable Lessee any and all
amounts which under the terms of Section 17.2 (as limited by Section
17.4) of this Lease may be then due. Each and every power and remedy hereby
specifically given to the Lessor will be in addition to every other power and
remedy hereby specifically given or now or hereafter existing at law, in equity
or in bankruptcy and each and every power and remedy may be exercised from time
to time and simultaneously and as often and in such order as may be deemed
expedient by the Lessor; provided, however, that the measure of
damages recoverable against the Lessees will in any case be calculated in
accordance with Section 17.4. All such powers and remedies will be
cumulative, and the exercise of one will not be deemed a waiver of the right to
exercise any other or others. No delay or omission of the Lessor in the
exercise of any such power or remedy and no renewal or extension of any
payments due hereunder will impair any such power or remedy or will be
construed to be a waiver of any default or any acquiescence therein. Any
extension of time for payment hereunder or other indulgence duly granted to any
Lessee will not otherwise alter or affect the rights of the Lessor or the
obligations hereunder of any Lessee. The acceptance by the Lessor of any
payment after it will have become due hereunder will


 

















 


not be deemed
to alter or affect the rights of the Lessor hereunder with respect to any
subsequent payments or defaults therein;


 


(iv)          (a)  If a Lessee shall default in the due
performance and observance of any of its obligations under Section 10, 24.4,
24.5, 24.6(iv), 24.6(viii), 24.7 (only to the
extent such Lessee defaults in the performance of its obligation to pay titling
fees and registration fees with respect to Vehicles under such Section 24.7),
24.8, 25.3 or 25.4, and such default shall continue
unremedied for a period of 30 days (other than in the case of a default under Section
24.5, for which the period will be 10 days) after notice thereof shall have
been given to such Lessee by the Lessor or the Master Collateral Agent or (b)
an Affiliate Issuer Liquidation Event of Default relating to an “Enhancement
Deficiency” with respect to any series of any notes issued under an ARG
Non-Segregated Series Supplement shall have occurred, then the Lessor shall
have the ability to exercise all rights, remedies, powers, privileges and
claims of such Lessee against the Manufacturers under or in connection with the
Manufacturer Programs with respect to (1) Vehicles such Lessee has determined
to turn back to the Manufacturers under such Manufacturer Programs and (2)
whether or not such Lessee shall then have determined to turn back such
Vehicles, any Vehicles for which the applicable Repurchase Period will end
within one month or less;


 


(v)           Upon a default in the
performance (after giving effect to any grace periods provided herein) by a
Lessee of its obligations or representations under Section 23.6 or 24.15
hereof with respect to any Vehicle, the Lessor, the Master Collateral Agent or
the Trustee shall have the right to take actions reasonably necessary to
correct such default with respect to the subject Vehicle including the
execution of UCC-1 financing statements with respect to Manufacturer Programs
and other general intangibles and the completion of Vehicle Perfection and
Documentation Requirements on behalf of such Lessee;


 


(vi)          Upon the occurrence of a
Liquidation Event of Default, the Servicer will return or cause to be returned
all Vehicles which are Program Vehicles to the related Manufacturer and will
otherwise dispose of Non-Program Vehicles, in each case in accordance with the
instructions of the Lessor. Upon the occurrence of a Limited Liquidation Event
of Default, the Servicer will return or cause to be returned Vehicles which are
Program Vehicles to the related Manufacturer and will otherwise dispose of
Non-Program Vehicles, in each case to the extent necessary to generate proceeds
in an amount sufficient to pay all interest on and principal of (and all other
amounts due to the holders of) the applicable Group I Notes or to pay such
lesser amount as is required to be paid pursuant to the applicable Group I
Supplement, in each case in accordance with the instructions of the Lessor. To
the extent any


 

















 


Manufacturer
fails to accept any such Vehicles under the terms of the applicable
Manufacturer Program, the Lessor shall have the right otherwise to dispose of
such Vehicles and to direct the Servicer to dispose of such Vehicles in
accordance with its instructions. In addition, the Lessor shall have all of the
rights, remedies, powers, privileges and claims vis-à-vis each Lessee necessary
or desirable to allow the Trustee to exercise the rights, remedies, powers,
privileges and claims given to the Trustee pursuant to Sections 9.2 and 9.3 of
the Base Indenture and the Guarantor and each Lessee acknowledges that it has
hereby granted the Lessor all of the rights, remedies, powers, privileges and
claims granted to the Trustee pursuant to Article 9 of the Base Indenture and
that, under the circumstances set forth in the Base Indenture, the Trustee may
act in lieu of the Lessor in the exercise of such rights, remedies, powers,
privileges and claims; and


 


(vii)         Upon the occurrence and
during the continuation of a Custody Revocation Trigger Event, the Lessor by
notice in writing to a Lessee, may terminate the Power of Attorney as to such
Lessee and the Servicer (provided that, after any such termination of
the Power of Attorney, the Lessor will execute a Power of Attorney as directed
by the Trustee, or the Master Collateral Agent, acting at the direction of the
ARG Trustee as Beneficiary under the Master Collateral Agency Agreement, and
will follow the direction of the Servicer to transfer title to Vehicles so long
as such Vehicles are being transferred in accordance with the terms of this
Lease). Upon any such termination of the Power of Attorney, the Servicer and
each Lessee shall be relieved of any and all of their respective obligations
which the Servicer or any Lessee is not authorized or permitted to perform
without such Power of Attorney; provided, however the Servicer
shall cooperate with and assist the ARG Trustee, the Master Collateral Agent
and any other Person designated by the Beneficiary, including the Disposition
Agent, and their respective agents and designees (a “Beneficiary Designee”),
in facilitating such a return or sale of the Vehicles by the ARG Trustee, the
Master Collateral Agent, the Beneficiary Designee or their respective agents
and designees.


 


Section 17.4.          Measure
of Damages. If a Lease Event of Default occurs and the Lessor or the
Trustee exercises the remedies granted to the Lessor or the Trustee under this Section
17 or under Section 9.2 of the Indenture, the amount that the Lessor shall
be permitted to recover shall be equal to:


 


(i)            all Rent and other
charges, payments and amounts owed under this Lease (calculated as provided in Section
17.2); plus


 


(ii)           any reasonable
out-of-pocket damages and expenses which the Lessor or the Trustee shall have
sustained by reason of such Lease Event of Default, together with reasonable
sums for such attorneys’


 

















 


fees and such
expenses as will be expended or incurred in the seizure, storage, rental or
sale of the Vehicles or in the enforcement of any right or privilege hereunder
or in any consultation or action in such connection; plus


 


(iii)          without duplication of
payments made pursuant to Section 5.5, interest (calculated on the basis
of a 360-day year) from time to time on amounts due and unpaid under this Lease
for each Interest Period in the period from the date of the Lease Event of
Default or the date payments were originally due the Lessor under this Lease or
from the date of each expenditure by the Lessor or the Trustee, as applicable,
which is recoverable from the Lessee pursuant to this Section 17, as
applicable, to and including the date payments are made by the Lessee at a rate
for each such Interest Period equal to the VFR for such Interest Period
(converted to a rate per annum) plus 1%.


 


SECTION 18.         MANUFACTURER
EVENTS OF DEFAULT. Upon the occurrence of a Manufacturer Event of Default
with respect to a Manufacturer (each, a “Defaulted Manufacturer”), the Lessees
on behalf of the Lessor (a) shall no longer place Vehicle Orders for additional
Program Vehicles from such Defaulted Manufacturer, and (b) shall cancel any
Vehicle Order for Program Vehicles of such Defaulted Manufacturer to which a VIN
has not been assigned as of the date of such Manufacturer Event of Default
(to the extent such Vehicle Order is cancelable, with or without penalty). Upon
the occurrence of a Manufacturer Event of Default , the Servicer agrees to (i)
act at the direction of the Lessor or the Trustee to take commercially
reasonable action to liquidate the Program Vehicles subject to a Manufacturer
Program with respect to which such Manufacturer Event of Default has occurred
or (ii) convert such Program Vehicles to Non-Program Vehicles promptly, or in
the case of a Specified Manufacturer Event of Default, within 30 days of the
occurrence of such Specified Manufacturer Event of Default in accordance with
Section 14 and subject to the limitations set forth therein.


 


SECTION 19.         CERTIFICATION
OF TRADE OR BUSINESS USE. Pursuant to Section 7701 of the Code, each Lessee
will deliver to the Lessor a certificate in the form of Attachment C
hereto, warranting and certifying that (1) such Lessee intends to use the
Vehicles leased by it hereunder in a trade or business of such Lessee, and (2)
such Lessee has been advised that it will not be treated as the owner of the
Vehicles leased by it hereunder for federal income tax purposes.


 


SECTION 20.         SURVIVAL.
In the event that, during the term of this Lease, a Lessee or the Guarantor
becomes liable for the payment or reimbursement of any obligations, claims or
taxes pursuant to any provision hereof, such liability will continue,
notwithstanding the expiration or termination of this Lease, until all such
amounts are paid or reimbursed by such Lessee or the Guarantor.


 


SECTION 21.         RIGHTS
OF LESSOR PLEDGED TO MASTER COLLATERAL AGENT AND TRUSTEE. Notwithstanding
anything to the contrary


 

















 


contained in this Lease, each Lessee and the
Guarantor acknowledges that the Lessor, pursuant to the Master Collateral
Agency Agreement, has granted a security interest to the Master Collateral
Agent, for the benefit of the ARG Trustee, as Beneficiary under the Master
Collateral Agency Agreement, in all of its right, title and interest in, to and
under the Vehicles, the related Manufacturer Programs (other than rights
thereunder with respect to Vehicle Repurchase Rights that have been pledged or
sold), the Master Collateral Account and all other related Master Collateral
specified in the Master Collateral Agency Agreement as being pledged by the
Lessor and that, pursuant to the Group I Supplements and the Indenture, the
Lessor has granted a security interest to the Trustee (for the benefit of the
Group I Noteholders) in all of its right, title and interest in, to and under
the Collateral Agreements, the Group I Collection Account and the other
Collateral described in the Group I Supplements. Accordingly, each Lessee and
the Guarantor agree that:


 


(i)            Subject to the terms
of the Indenture, the Trustee shall have all the rights, powers, privileges and
remedies of the Lessor hereunder. Specifically, each Lessee and the Guarantor
agrees that, upon the occurrence of an Amortization Event, the Trustee or, with
respect to any Master Collateral, the Master Collateral Agent (for and on
behalf of the ARG Trustee, as Beneficiary under the Master Collateral Agency
Agreement) may exercise any right or remedy available upon the occurrence of
the event or events giving rise to such Amortization Event against any Lessee
or the Guarantor provided for herein or in the Indenture or the Master
Collateral Agency Agreement, as applicable, and neither any Lessee nor the
Guarantor will interpose as a defense that such claim should have been asserted
by the Lessor;


 


(ii)           Upon the delivery by
the Master Collateral Agent or the Trustee of any notice to a Lessee or the
Guarantor stating that a Lease Event of Default or any Amortization Event has
occurred, then the Lessee or the Guarantor, will, if so requested by the Master
Collateral Agent (with respect to the Master Collateral) or the Trustee (with
respect to the Collateral), treat the Master Collateral Agent or the Trustee,
as the case may be, or the designee of the Master Collateral Agent or the
Trustee, as the case may be, for all purposes as the Lessor hereunder and in
all respects comply with all obligations under this Lease that are asserted by
the Master Collateral Agent or the Trustee (or such designee), as the case may
be, as the successor to the Lessor hereunder, irrespective of whether the
Lessee or the Guarantor has received any such notice from the Lessor;


 


(iii)          Each Lessee acknowledges
that pursuant to the Indenture, the Lessor has irrevocably authorized and
directed the Lessees to, and the Lessees shall, make payments of Rent and other
charges and payments under this Lease by deposit directly to the Group I
Collection Account established by the Trustee for receipt of such payments
pursuant to the Indenture and the Group I Supplements (or to such other account
as


 

















 


the Trustee
may from time to time specify to the Lessees), and such payments shall
discharge the obligation of the Lessees to the Lessor hereunder with respect to
Rent and other charges and payments to the extent of such payments;


 


(iv)          Upon request made by the
Master Collateral Agent at any time, each Lessee will take such actions as are
requested by the Master Collateral Agent to maintain the Master Collateral
Agent’s perfected first priority security interest in the Vehicles leased by
such Lessee under this Lease, the Certificates of Title with respect thereto
and the Master Collateral pursuant to the Master Collateral Agency Agreement;


 


(v)           Reserved;


 


(vi)          In the event that the
Trustee determines to take action pursuant to the provisions of Section 9.2(d)
of the Base Indenture, the Trustee may, without notice to the Lessor (unless
such notice is required by applicable state law), the Servicer, any Lessee or
the Guarantor, direct the Master Collateral Agent to take legal proceedings for
the appointment of a receiver to take possession of Vehicles pending the sale
thereof and in any such event the Trustee shall be entitled to the appointment
of a receiver for the Vehicles, and none of the Lessor, the Servicer, any
Lessee or the Guarantor shall object to such appointment; and


 


(vii)         Each Lessee hereby
authorizes the Lessor and the Trustee, as applicable, to give directions to the
Master Collateral Agent to perform any obligation which such Lessee shall have
failed to perform under the Related Documents, including, but not limited to,
any directions permitted by Section 3.4 of the Master Collateral Agency
Agreement.


 


SECTION 22.         MODIFICATION
AND SEVERABILITY. No delay on the part of the Lessor, the Trustee or the
Master Collateral Agent in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any of
them of any right, power or remedy preclude other or further exercise thereof,
or the exercise of any other right, power or remedy. No amendment, modification
or waiver of, or consent with respect to, any provision of this Lease shall in
any event be effective unless the same shall be in writing and signed and
delivered by the Lessor, the Lessees, and (except as to the matters referred to
in Section 28.3) the Guarantor and consented to in writing by the
Trustee acting at the direction and on behalf of the Required Noteholders with
respect to each Series of Group I Notes under the Base Indenture. A copy of any
such amendment, modification, waiver or consent shall be delivered to the Master
Collateral Agent.


 

















 


Notwithstanding
the foregoing provisions of this Section 22, the Lessor, the Lessees and
the Guarantor may, at any time and from time to time, without the consent of
the Trustee or the Group I Noteholders, enter into any amendment, supplement or
other modification to this Lease to cure any apparent mistake, ambiguity or
defect or to correct or supplement any provision in this Lease that may be
inconsistent with any other provision herein or to make any other provisions
with respect to matters or questions arising under this Lease; provided,
however, that (i) any such action shall not have a materially adverse
effect on the interests of any Group I Noteholders as set forth, at the request
of the Trustee, in an Opinion of Counsel and a certificate of the Lessor and
Lessees addressed to the Trustee and (ii) a copy of such amendment, supplement
or other modification is furnished to the Trustee and (as applicable) each
Rating Agency in accordance with the notice provisions hereof not later than
ten days prior to the execution thereof by the Lessor, the Lessees and the
Guarantor.


 


SECTION 23.         CERTAIN
REPRESENTATIONS AND WARRANTIES. Each Lessee and the Servicer represents and
warrants to the Lessor, as to itself and the Vehicles leased by it, and the
Guarantor represents and warrants to the Lessor as to itself and as to each
Lessee and the Servicer and as to all Vehicles, that, as of the Initial Closing
Date and, except to the extent such representation and warranty expressly
relates to an earlier date, (i) as of the date hereof, (ii) as of each Vehicle
Funding Date and (iii) as of the Closing Date with respect to each subsequent
Series of Group I Notes:


 


Section 23.1.          Organization;
Power; Qualification. The Guarantor and each Lessee (i) is a corporation,
limited liability company or partnership, as applicable, duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, as applicable, (ii) has the requisite power and
authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted, and (iii) is duly qualified, in good
standing and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its businesses requires such
qualification or authorization, except where the failure to so qualify is not
reasonably likely to have a Material Adverse Effect.


 


Section 23.2.          Authorization;
Enforceability. The Guarantor, the Servicer and each Lessee has the
requisite power and has taken all necessary corporate action to authorize it to
execute, deliver and perform this Lease and each of the other Related Documents
to which it is a party in accordance with their respective terms, and to
consummate the transactions contemplated hereby and thereby. This Lease has
been duly executed and delivered by the Guarantor, the Servicer and each Lessee
and is, and each of the other Related Documents to which any Lessee, the
Servicer or the Guarantor is a party is, a legal, valid and binding obligation
of such Lessee, the Servicer or the Guarantor, as applicable, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization and similar laws affecting creditors
generally and by the availability of equitable remedies.


 


Section 23.3.          Compliance.
The execution, delivery and performance, in accordance with their respective
terms, by each Lessee, the Guarantor and the Servicer of


 

















 


this Lease and each of the other Related
Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not (i) require any consent,
approval, authorization or registration not already obtained or effected,
except where the failure to obtain any such consent, approval or authorization
or to register is not reasonably likely to have a Material Adverse Effect, (ii)
violate any applicable law with respect to any Lessee, the Servicer or the
Guarantor or otherwise, as applicable, which violation is reasonably likely to
have a Material Adverse Effect, (iii) conflict with, result in a breach of, or
constitute a default under the certificate of incorporation or by-laws or other
organizational documents, if applicable, of any Lessee, the Servicer or the
Guarantor, or under any indenture, agreement, or other instrument to which any
Lessee (in its capacities as Lessee or otherwise), the Guarantor or the
Servicer, is a party or by which its properties may be bound, which conflict, breach
or default is reasonably likely to have a Material Adverse Effect, or (iv)
result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by the Guarantor or any
Lessee, except Permitted Encumbrances.


 


Section 23.4.          Financial Information; Financial Condition. All financial statements
(including the notes thereto) referred to in the following sentence and
hereafter furnished to the Lessor, the Master Collateral Agent or the Trustee
pursuant to Section 24.6 have been and will be prepared in accordance
with GAAP and do and will present fairly the financial condition of the
entities involved as of the dates thereof and the results of their operations
for the periods covered thereby, subject, in the case of all unaudited
statements, to normal year-end adjustments and lack of footnotes and other
presentation items. Such financial statements are (i) the condensed
consolidated financial statements (unaudited) of the Guarantor and its
Consolidated Subsidiaries as of and for the nine months ended September 30,
2004 and the related statements of income, changes in stockholders’ equity and
cash flow as of and for the nine months ended September 30, 2004, and (ii) the
consolidated financial statements (as restated) of the Guarantor and its
Consolidated Subsidiaries as of December 31, 2003 and for the period from
October 1, 2003 to December 31, 2003 and the related statements of income,
changes in stockholders equity and cash flow as of December 31, 2003 and for
the period from October 1, 2003 to December 31, 2003, which (in the case of clause
(i) and (ii) above) have been furnished to the Lessor and the
Trustee on or prior to the date hereof.


 


Section 23.5.          Litigation.
Except for claims as to which the insurer has admitted coverage in writing and
which are fully covered by insurance, no claim, litigation (including, without
limitation, derivative actions), arbitration, governmental investigation or
proceeding or inquiry is pending or, to the best of the Guarantor’s, the
Servicer’s and each Lessee’s knowledge, threatened against the Guarantor, the
Servicer or any Lessee which is reasonably likely to have a Material Adverse
Effect.


 


Section 23.6.          Liens.
The Vehicles and other Master Collateral are free and clear of all Liens other
than Permitted Liens. All Vehicle Perfection and Documentation Requirements
with respect to all Vehicles on or after the date hereof have been and will
continue to be satisfied, except to the extent that the failure to comply with
such requirements does not, in the aggregate, materially adversely affect
either the interests of


 

















 


the Lessor or Group I Noteholders under this
Lease or the Indenture or the likelihood of payment of all Rent and other
charges and payments due under this Lease.


 


Section 23.7.          Employee
Benefit Plans. (a):  (i) During the
twelve consecutive month period prior to the date hereof and prior to the
Closing Date for each other Series of Group I Notes, no steps have been taken
by the Guarantor, the Servicer, any Lessee, or any member of their Controlled
Group, or to the knowledge of the Guarantor, the Servicer or any Lessee, by any
Person, to terminate any Pension Plan that could give rise to any liability
under Title IV of ERISA and (ii) no contribution failure has occurred or exists
with respect to any Pension Plan maintained or previously maintained by the
Guarantor, the Servicer, any Lessee, or any member of their Controlled Group
sufficient to give rise to a Lien under Section 302(f)(1) of ERISA in
connection with such Pension Plan; and (b) no condition exists or event or
transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Guarantor, the
Servicer, any Lessee, or any member of the Controlled Group of liabilities
(including, without limitation, Multiemployer Plan and Multiple Employer Plan
withdrawal liabilities), fines or penalties in an amount that will have a
Material Adverse Effect.


 


Section 23.8.          Securities
Laws. Neither the Guarantor, the Servicer nor any Lessee is an “investment
company” or is a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act, and the entering into or performance by
the Guarantor, the Servicer and the Lessees of this Lease does not violate any
provision of the Investment Company Act and does not require any consent,
approval or authorization of, or registration with, the Securities and Exchange
Commission or any other similar governmental or public body or authority.


 


Section 23.9.          Registered
Organization. Each of the Guarantor, the Servicer and each Lessee is a
Registered Organization.


 


Section 23.10.        Business
Locations; Trade Names. Schedule 23.10 lists the jurisdiction under
which each Lessee, the Servicer and the Guarantor is organized and where each
such entity maintains its chief executive office, principal place of business,
location of its consolidated business and financial records and its location
for purposes of Sections 9-307 and 9-501 of the New York Uniform Commercial
Code as of the date hereof; and Schedule 23.10 also lists as of the date
hereof the legal name of each Lessee, the Servicer and the Guarantor and each
name under or by which each Lessee conducts its business and each state in
which such Lessee conducts business. Notwithstanding Section 22 hereof,
Schedule 23.10 shall be deemed to be updated from time to time upon completion
of the actions required by Section 25.5.


 


Section 23.11.        Taxes.
The Guarantor, the Servicer and each Lessee has filed all material tax returns
which have been required to be filed by it, and has paid or provided in all
material respects adequate reserves for the payment of all taxes, including,
without limitation, all payroll taxes and federal and state withholding taxes,
and all assessments payable by it that have become due, other than those that
are not yet


 

















 


delinquent or that are being contested in
good faith by appropriate proceedings and with respect to which adequate
reserves have been established, and are being maintained, in accordance with
GAAP. As of the date hereof, there is no ongoing audit (other than routine
audits) or, to the Guarantor’s, the Servicer’s or any Lessee’s knowledge, other
governmental investigation of the tax liability of the Guarantor, the Servicer
or any Lessee and there is no unresolved claim by a taxing authority concerning
the Guarantor’s, the Servicer’s or any Lessee’s tax liability for any period
for which returns have been filed or were due other than those contested in
good faith by appropriate proceedings and with respect to which, in all
material respects, adequate reserves have been established, and are being
maintained, in accordance with GAAP.


 


Section 23.12.        Governmental
Authorizations. The Guarantor, the Servicer and each Lessee has all
licenses, franchises, permits and other governmental authorizations necessary
for all businesses presently carried on by it (including owning and leasing the
real and personal property owned and leased by it), except where failure to
obtain such licenses, franchises, permits and other governmental authorizations
is not reasonably likely to have a Material Adverse Effect.


 


Section 23.13.        Eligible
Vehicles; Fleet Sharing Parties. Each Vehicle is or will be, on the Vehicle
Funding Date therefor hereunder, an Eligible Vehicle, and each party sharing a
Vehicle with a Lessee (other than an Other Permitted User using, pursuant to Section
8, Vehicles leased by such Named Lessee) is or will be, as the case may be,
a Fleet Sharing Party on the date that the Fleet Sharing Agreement applicable
to such Vehicle commences.


 


Section 23.14.        Accuracy
of Information. All certificates, reports, statements, documents and other
information furnished to the Lessor, the Trustee or the Master Collateral Agent
by the Guarantor, the Servicer or any Lessee pursuant to any provision of any
Related Document, or in connection with or pursuant to any amendment or
modification of, or waiver under, any Related Document, shall, at the time the
same are so furnished, be complete and correct in all material respects to the
extent necessary to give the Lessor, the Trustee or the Master Collateral
Agent, as the case may be, true and accurate knowledge of the subject matter
thereof, and the furnishing of the same to the Lessor, the Trustee or the Master
Collateral Agent, as the case may be, shall constitute a representation and
warranty by the Guarantor, the Servicer or such Lessee, as applicable, made on
the date the same are furnished to the Lessor, the Trustee or the Master
Collateral Agent, as the case may be, to the effect specified herein.


 


Section 23.15.        Solvency.
Neither the Guarantor, the Servicer nor any Lessee is insolvent (as such term
is defined in the Bankruptcy Code), and the Guarantor, the Servicer and each
Lessee has adequate capital or assets to carry on its businesses, and intends
to and believes that it will be able to pay its debts as such debts become due.


 


Section 23.16.        Ownership.
All partnership interests in the Lessor, or stock of the General Partner, owned
by Vanguard are owned free and clear of all Liens; except as set forth on Schedule
23.16.


 

















 


Section 23.17.        Necessary
Actions. Upon the Servicer causing the Lien of the Master Collateral Agent
to be noted on the Certificates of Title with respect to the Vehicles or as otherwise
provided for by the Master Collateral Agency Agreement or the Indenture, all
filings, registrations and recordings necessary or appropriate to create,
preserve, protect and perfect the security interest granted to the Master
Collateral Agent in respect of the Master Collateral have been accomplished and
the security interest granted to the Master Collateral Agent pursuant to the
Master Collateral Agency Agreement in and to the Master Collateral constitutes
a perfected security interest therein prior to the rights of all other Persons
therein and subject to no other Liens other than Permitted Liens and is
entitled to all rights, priorities and benefits afforded to perfected security
interests by the UCC or other relevant law as enacted in any relevant jurisdiction.


 


Section 23.18.        Supplemental
Documents True and Correct. All information contained in any Vehicle Order
or any other material Supplemental Document which has been submitted, or which
may hereafter be submitted by the Guarantor, the Servicer or any Lessee to the
Lessor is, or will be as of the date of such Vehicle Order or other
Supplemental Document, true, correct and complete in all material respects.


 


SECTION 24.         CERTAIN
AFFIRMATIVE COVENANTS. Each Lessee and, as applicable, each of the Servicer
and the Guarantor, covenants and agrees that, until the expiration or
termination of this Lease, and thereafter until the obligations of such Lessee,
the Servicer and the Guarantor under this Lease and the Related Documents are
satisfied in full, unless at any time the Lessor, the Master Collateral Agent
(solely in respect of Sections 24.2 and 24.3 (as it relates to
keeping adequate books and records of account in which complete entries will be
made), 24.5, clauses (iii) through (viii) of Section
24.6 and Sections 24.8, 24.10, 24.11, 24.12 and
24.15) and the Trustee shall otherwise expressly consent in writing, it
will:


 


Section 24.1.          Corporate
Existence; Foreign Qualification. Do and cause to be done at all times all
things necessary to (i) maintain and preserve its (a) existence as a
corporation, limited liability company or partnership, as applicable, and (b)
power and authority to own its properties and to carry on its business, (ii) be
duly qualified to do business and in good standing as a foreign corporation in
each jurisdiction where the nature of its business makes such qualification
necessary, except where the failure to so qualify is not reasonably likely to
have a Material Adverse Effect and (iii) comply with all Contractual
Obligations and Requirements of Law binding upon it, except to the extent that
the failure to comply therewith is not reasonably likely to, in the aggregate,
have a Material Adverse Effect.


 


Section 24.2.          Books,
Records and Inspections. (i) Maintain complete and accurate books and
records with respect to Vehicles leased under this Lease and the other Master
Collateral; (ii) at any time and from time to time during regular business
hours, upon not less than reasonable prior notice from the Lessor, the Master
Collateral Agent or the Trustee, permit the Lessor, the Master Collateral Agent
or the Trustee (or such other person who may be designated from time to time by
the Lessor, the Master Collateral Agent or the Trustee), or its agents or
representatives, to examine and make copies of


 

















 


such books, records and documents in the
possession or under the control of such Lessee relating to the Vehicles leased
under this Lease and the other Master Collateral as the Lessor, the Master
Collateral Agent, the Trustee, or such person may reasonably request (including
in connection with the Lessor’s, the Trustee’s or the Master Collateral Agent’s
satisfaction of any requests of a Manufacturer performing an audit under its
Manufacturer Program); (iii) permit the Lessor, the Master Collateral Agent or
the Trustee (or such other person who may be designated from time to time by
the Lessor, the Master Collateral Agent or the Trustee), or its agents or
representatives, to visit the office (which office shall be in the continental
United States and, if it is not the office where such materials normally are
kept, shall be accessible without unreasonable effort or expense) and
properties of such Lessee or the Servicer for the purpose of examining such
materials, and to discuss matters relating to the Vehicles leased under this
Lease and the other Master Collateral or such Lessee’s (or the Servicer’s)
performance under this Lease with such Lessee’s or Servicer’s independent
public accountants or with any of the officers or employees of such Lessee or the
Servicer having knowledge of such matters; (iv) permit the Lessor, the Master
Collateral Agent or the Trustee or any authorized representative of the Lessor,
the Master Collateral Agent or the Trustee, during reasonable business hours
from time to time, upon reasonable prior notice, without disruption of such
Lessees’ or the Fleet Sharing Parties’ business and subject to applicable law,
to inspect Vehicles and registration certificates, Certificates of Title and
related documents covering Vehicles wherever the same may be located; and (v)
make reasonable efforts to confirm to the Lessor, the Master Collateral Agent
and the Trustee the location, mileage and condition of each Vehicle and to make
available for the Lessor’s, the Master Collateral Agent’s or the Trustee’s
inspection (such inspection to be conducted without disturbing the ordinary
conduct of such Lessee’s business) within a reasonable time period, not to
exceed forty-five (45) days, the Vehicles at the location where the Vehicles
are normally domiciled; provided, however, that in the case of clauses
(ii),  (iii) and (iv)
above, any of the Master Collateral Agent and the Trustee and/or their agents
or representatives, as applicable, examining any such material on any date
shall perform such examination at the same time as the other such parties
performing such examination of such material on such date.


 


Section 24.3.          Accounting
Methods; Financial Records. Maintain, and cause its material Subsidiaries
to maintain, a system of accounting established and administered in accordance
with GAAP, keep, and cause its material Subsidiaries to keep, adequate records
and books of account in which complete entries will be made in accordance with
such accounting principles and reflecting all transactions required to be
reflected by such accounting principles and keep, and cause its material
Subsidiaries to keep, accurate and complete records of their respective
properties and assets.


 


Section 24.4.          Insurance.
(a)  Maintain or cause to be maintained,
with financially sound and reputable insurers satisfactory to the Lessor and
the Trustee, (i) personal injury and damage insurance (including self-insurance)
with respect to the Vehicles and (ii) insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by
corporations of established reputation


 

















 


engaged in the same or similar businesses and
similarly situated, in each case, of such types and in such amounts as are
customarily carried under similar circumstances by such other corporations, and
the Guarantor and each Lessee shall, from time to time, deliver to the Lessor
and the Trustee (as the Lessor or the Trustee shall request), copies of
certificates describing all such insurance then in effect; provided, however,
that any Lessee may continue its current practices of self-insurance by setting
aside adequate reserves to cover any and all losses: (x) which would otherwise
be covered under any standard comprehensive and collision policies of
insurance; and (y) arising from liability to third parties for bodily injuries,
death, and property damage in an aggregate amount reasonably determined by such
Lessee and not less than that which is customary for companies of a similar
size or engaged in the same or similar activities which relative to Vehicles
registered, licensed, rented or to be used in the state of Oklahoma shall be in
an amount which contains limits of not less than $100,000 per claim and
$300,000 per occurrence for bodily injury liability and $50,000 property damage
liability and bodily injury liability; provided  further, however,
that the Lessees shall obtain excess insurance coverage in an amount not less
than $30,000,000 for any claims of liability against the Lessees relating to
their ownership or use of Vehicles.


 


(b)           Require
that each insurance policy referred to in the foregoing clause (a)
provide for at least thirty (30) days’ prior written notice to the Master
Collateral Agent of any termination of or proposed cancellation or nonrenewal
of such policy and that each insurance policy insuring assets pledged to the
Master Collateral Agent name the Master Collateral Agent as an additional
insured or additional loss payee, as appropriate, pursuant to certificates in
form and substance reasonably satisfactory to the Master Collateral Agent.


 


Section 24.5.          Manufacturer
Programs. Turn in each Program Vehicle leased by a Lessee hereunder to the
relevant Manufacturer within the Repurchase Period therefor pursuant to Section
12.2  (unless the Lessee (i) sells
such Vehicle pursuant to Section 27 or Section 8 of Annex A
hereto and, prior to the end of the Repurchase Period therefor, causes to be
deposited to the Master Collateral Account the sales proceeds therefor in cash
in the amount required pursuant to such applicable Section, (ii) purchases such
Vehicle as permitted by, and pursuant to the requirements of, this Lease and,
prior to the end of the Repurchase Period therefor, deposits in the Group I
Collection Account the purchase price therefor in cash in the amount so
required, (iii) in the case of any Vehicle that suffers a Casualty or ceases to
be an Eligible Vehicle, deposits in the Group I Collection Account the Casualty
Payment therefor in cash pursuant to Section 7 or (iv) redesignates such
Vehicle as a Non-Program Vehicle in accordance with Section 14); and,
with respect to each Program Vehicle leased by the Lessee hereunder, comply in
all material respects with all of its obligations under the Manufacturer
Program relating to such Vehicle.


 


Section 24.6.          Reporting
Requirements. Except as otherwise specified below, furnish, or cause to be
furnished to the Lessor, the Master Collateral Agent and the Trustee:


 

















 


(i)            Audit Report. As
soon as available and in any event within one hundred and twenty (120) days
after the end of each fiscal year of the Guarantor, (x) consolidated financial
statements consisting of a balance sheet of the Guarantor and its Consolidated
Subsidiaries as at the end of such fiscal year and statements of income,
stockholders’ equity and cash flows of the Guarantor and its Consolidated
Subsidiaries for such fiscal year, setting forth in comparative form the
corresponding figures for the preceding fiscal year (if applicable), certified
by and containing an opinion, unqualified as to scope, of a firm of independent
certified public accountants of nationally recognized standing selected by the
Guarantor and acceptable to the Lessor and the Trustee, and (y) an Officer’s
Certificate of an Authorized Officer of the Guarantor, addressed to the Lessor,
the Trustee and the Master Collateral Agent stating that such officer has
reviewed the books and records of the Guarantor and its Consolidated
Subsidiaries, and certifying that no Potential Lease Event of Default or Lease
Event of Default has occurred which was continuing at the close of such fiscal
year or on the date of such Officer’s Certificate or, if such an event has
occurred and was continuing at the close of such fiscal year or on the date of
such Officer’s Certificate, the nature of such event;


 


(ii)           Quarterly Statements.
As soon as available and in any event within sixty (60) days after the end of
each of the first three quarters of each fiscal year of the Guarantor, (x)
financial statements consisting of consolidated balance sheets of the Guarantor
and its Consolidated Subsidiaries as at the end of such quarter and statements
of income, stockholders’ equity and cash flows of the Guarantor and its
Consolidated Subsidiaries for each such quarter, setting forth in comparative
form the corresponding figures for the corresponding periods of the preceding
fiscal year (if applicable), all in reasonable detail and certified (subject to
normal year-end audit adjustments) by a senior financial officer of the
Guarantor as having been prepared in accordance with GAAP, and (y) a letter
from such officer addressed to the Lessor, the Trustee and the Master
Collateral Agent stating that no Potential Lease Event of Default or Lease
Event of Default has come to his attention which was continuing at the end of such
quarter or on the date of his letter, or, if such an event has come to his
attention and was continuing at the end of such quarter or on the date of his
letter, indicating the nature of such event and the action which the Guarantor
proposes to take with respect thereto;


 


(iii)          Lease Events of
Default; Amortization Events. Promptly after becoming aware thereof, (a)
notice of the occurrence of any Potential Lease Event of Default or Lease Event
of Default, together with a written statement of an Authorized Officer of the
Lessee describing such


 

















 


event and the
action that the Guarantor or the applicable Lessee proposes to take with
respect thereto, and (b) notice of any Potential Amortization Event or
Amortization Event;


 


(iv)          Monthly Vehicle
Statements. To the Master Collateral Agent, on or before each Determination
Date, the Servicer shall deliver a monthly vehicle statement (each, a “Monthly
Vehicle Statement”) which shall specify (i) the last eight digits of the
VIN for each Vehicle leased hereunder during the Related Month by each Lessee,
(ii) the Capitalized Cost for each such Vehicle and (iii) the aggregate Net
Book Value of such Vehicles as of the end of the Related Month;


 


(v)           Daily Reports. The
Servicer shall deliver to the Master Collateral Agent, on each Business Day, a
copy of the most recent Daily Report (as defined below). On each Business Day
commencing on the Lease Commencement Date, the Servicer shall prepare or cause
to be prepared and maintain at its office a record (each, a “Daily Report”)
setting forth, with respect to the immediately preceding Business Day: (A) the
aggregate amount of payments received from Manufacturers and/or auction dealers
under Manufacturer Programs related to the Vehicles and deposited in the Group
I Collection Account from the Master Collateral Account or otherwise, plus
(B) the aggregate amount of proceeds received from third parties (other than
Manufacturers and auction dealers under Manufacturer Programs) with respect to
the sale of Vehicles and deposited in the Group I Collection Account from the
Master Collateral Account or otherwise, plus (C) by date of sale, the
aggregate amount of proceeds received from a Manufacturer Receivables Purchaser
with respect to Vehicle Repurchase Rights sold to such Manufacturer Receivables
Purchaser and deposited in the Group I Collection Account from the Master
Collateral Account or otherwise, plus (D) by date of pledge, the aggregate
amount of proceeds received from the pledge of Vehicle Repurchase Rights to a
Manufacturer Receivables Transferee or a Master Exchange Lender and deposited
to the Master Collateral Account and (E) the aggregate amount of other
Collections deposited in the Group I Collection Account;


 


(vi)          Monthly Noteholder’s
Statement. (a) On or before each Determination Date, an Officer’s
Certificate of the Servicer (each, a “Monthly Noteholder’s Statement”),
and (b) no later than 4:00 p.m. (New York City time) on the day preceding each
Payment Date (provided, however, that if such day preceding a
Payment Date is not a Business Day, then no later than 10:00 a.m. (New York
City time) on such Payment Date), a supplementary Officer’s Certificate of the
Servicer (each, a “Supplementary Noteholder’s Statement”), in each case,
with respect to each Group I Supplement in such form and setting forth such
information as such Group I Supplement requires with respect thereto;


 

















 


(vii)         Non-Program Vehicle Report. On March 31, 2005, and on an
annual basis thereafter on March 31 of each year, or as otherwise agreed by
Standard & Poor’s, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to the
Servicer and which is acceptable to Standard & Poor’s) to furnish a report
with respect to each Group I Supplement (each, a “Non-Program Vehicle Report”)
to the Rating Agencies, with a copy furnished to the Lessor and the Trustee, to
the effect that they have performed certain agreed upon procedures (effective
through December 31 of the preceding year) as are specified in such Group I
Supplement;


 


(viii)        Manufacturers. Promptly
after obtaining actual knowledge thereof, notice of any Manufacturer Event of
Default or termination or replacement of a Manufacturer Program or prospective
change in any Manufacturer Program;


 


(ix)           Litigation. Promptly
after becoming aware thereof, notice of any claims, litigation, arbitration,
governmental investigation or proceeding or inquiry that is pending or, to the
best of the Guarantor’s, the Servicer’s or any Lessee’s knowledge, threatened
against the Guarantor, the Servicer or any Lessee which is reasonably likely to
have a Material Adverse Effect;


 


(x)            ERISA. With
respect to any Pension Plan maintained by any member of the Guarantor’s, the
Servicer’s or any Lessee’s Controlled Group, promptly after becoming aware
thereof, notice of (x) the termination of any such Pension Plan; (y) the
failure to make a contribution to any such Pension Plan sufficient to give rise
to a Lien under Section 302(f)(1) of ERISA; and (z) the existence or occurrence
of a condition, event or transaction with respect to any such Pension Plan
which could reasonably be expected to result in the incurrence by the
Guarantor, the Servicer, any Lessee or any member of the Controlled Group of
liabilities, fines or penalties in an amount that is reasonably likely to have
a Material Adverse Effect;


 


(xi)           Notice of Final
Judgment. Promptly upon becoming aware thereof, provide to Moody’s notice
of any final judgment rendered against the Lessor; and


 


(xii)          Other. Promptly,
from time to time, such other information, documents, or reports respecting the
Vehicles or the other Master Collateral or the condition, financial or
otherwise, or operations of the Guarantor, the Lessees or the Servicer as the
Lessor, the Master Collateral Agent or the Trustee may from time to time
reasonably request in order to protect the interests of the Lessor, the Master
Collateral Agent


 

















 


or the Trustee
under or as contemplated by this Lease or any other Related Document.


 


Section 24.7.          Taxes
and Liabilities. Pay when due all material taxes, assessments and other
material (determined on a consolidated basis) liabilities (including titling
fees and registration fees payable with respect to Vehicles) except as
contested in good faith and by appropriate proceedings with respect to which in
all material respects adequate reserves have been established, and are being
maintained, in accordance with GAAP and such nonpayment is not reasonably
likely to result in a Material Adverse Effect.


 


Section 24.8.          Maintenance
of the Vehicles. (i) Maintain and cause to be maintained in good repair,
working order, and condition all of the Vehicles in accordance with its
ordinary business practices with respect to all other vehicles owned by it and
will use commercially reasonable efforts to maintain each such Vehicle that is
a Program Vehicle as an eligible vehicle under the related Manufacturer
Program, except in each case to the extent that any such failure to comply with
such requirements is not reasonably likely to, in the aggregate, materially
adversely affect the interests of the Lessor, the Master Collateral Agent, the
Group I Noteholders or the Trustee in, to and under this Lease, the Master
Collateral Agency Agreement and its supplements and addenda, the Indenture and
the Group I Supplements then in effect or the likelihood of the Lessee’s
payment of its obligations hereunder and (ii) perform (subject to any
applicable grace periods) all of its obligations as Servicer as set forth in
the Master Collateral Agency Agreement.


 


Section 24.9.          Maintenance
of Separate Existence. (i) Maintain in place all policies and procedures,
and take and continue to take all actions, described in the factual assumptions
set forth in those certain opinion letters issued by Weil, Gotshal & Manges
LLP, in each case dated March 4, 2005 addressing, respectively, the issue of
substantive consolidation as it may relate to the Guarantor, the Lessees and
the Lessor and the treatment of this Lease as a true lease for bankruptcy
purposes (a copy of which opinion letters the Guarantor and each Lessee hereby
acknowledges it has received) and relating to it, and (ii) on each March 31 and
September 30, commencing March 31, 2005, provide to the Rating Agencies, the
Trustee and the Master Collateral Agent an Officer’s Certificate certifying
that it is in compliance with its obligations under this Section 24.9.


 


Section 24.10.        Repurchase
Payments; Sales Proceeds. (i) Direct each Manufacturer to make all payments
under the Manufacturer Programs with respect to Program Vehicles leased under
this Lease directly to the Master Collateral Account; (ii) cause all payments
by any other Persons (including payments contemplated by Section 12.2)
with respect to any Master Collateral to be made (subject to the proviso
to this Section) directly to the Master Collateral Account; (iii) in the case
of any such payments with respect to any Master Collateral received directly by
a Lessee, except as described in the proviso to this Section, by the
second Business Day following its receipt thereof, deposit such payments into
the Master Collateral Account; and (iv) within two Business Days of a Lessee’s
receipt thereof, deposit all amounts representing the proceeds from


 

















 


sales by auction dealers under a Guaranteed
Depreciation Program and sales (including amounts paid to such Lessee by a
Manufacturer as a result of such Lessee’s sale of such Vehicle outside such
Manufacturer’s Manufacturer Program) of Vehicles by a Lessee to third parties
(other than under any related Manufacturer Program) into the Master Collateral
Account; provided, however, that insurance proceeds with respect
to Vehicles will only be deposited into the Master Collateral Account if an
Amortization Event, Potential Amortization Event or Affiliate Issuer
Liquidation Event shall have occurred and be continuing.


 


Section 24.11.        Certificates
of Title: Verification of Titles. (i) Take, or cause to be taken, such
action as shall be necessary to submit all of the Certificates of Title to the
appropriate state authority for notation of the Master Collateral Agent’s Lien
thereon (it being understood and agreed that pursuant and subject to the Master
Collateral Agency Agreement, the original Certificates of Title relating to the
Vehicles and reflecting such Lien notation by the appropriate state authority
shall be held by the applicable Sub-Servicer thereof or by the Servicer or by
an Affiliate thereof, in trust for the benefit of the Master Collateral Agent
and the Trustee as assignee of the Lessor, and the Certificates of Title and
the custody thereof shall be subject to all of the provisions of the Master
Collateral Agency Agreement); (ii) no more than annually upon request of any
one (but not more than one) of the Lessor, the Trustee or the Master Collateral
Agent, cause a title check of a statistical sample of titles (such statistical
sample to be compiled taking into account the multiple locations (if more than
one) at which the Certificates of Title with respect to the Vehicles are held
by the Sub-Servicers and/or the Servicer or such Affiliates thereof) by the
Servicer’s primary certified public accountants or another independent
nationally recognized firm of certified public accountants acceptable to the
Group I Noteholders, the Lessor, the Trustee and the Master Collateral Agent
designed to provide a 95% confidence level that no more than 5% of the
Certificates of Title do not comply with each of the requirements that (1) the
Master Collateral Agent be noted as the first lienholder on such titles, (2)
the Lessor be listed as registered owner on such titles, (3) the sequence
numbers provided by the Servicer to such certified public accountants match the
observed physical location of the Certificates of Title in the title vault, (4)
the vehicle identification numbers from the Master Servicer’s computer system
match the vehicle identification numbers on the Certificates of Title at the
applicable sequence number location and (5) the model year and model in the
Master Servicer’s computer system match the physical Certificates of Title and
cause such accountants to deliver a report stating, with the confidence level
of at least 95%, that no more than 5% of the Certificates of Title do not
comply with all five of the specified criteria; provided, that in the
event that it fails to cause such accountants to deliver a report stating, with
the confidence level of at least 95%, that no more than 5% of the Certificates
of Title do not comply with all five of the specified criteria, it will, within
90 days after such failure, cause such accountants to perform a similar title
check designed to provide a 97% confidence level that no more than 5% of the
Certificates of Title do not comply with all five of the specified criteria and
cause such accountants to deliver a report to such effect; (iii) at any time,
upon the request of the Lessor, the Trustee or the Master Collateral Agent,
cause (at the requesting party’s expense) a title check in accordance with the


 

















 


above stated procedures to be performed on
the Vehicles; and (iv) ensure that the Certificates of Title are kept safe at a
facility that (A) restricts access to the facility to authorized personnel
through security access systems customary in similar situations, (B) keeps the
Certificates of Title in full locking mechanisms with control over access to
related keys and combinations, and (C) tests the fire, smoke and burglar alarm
systems completely at least twice a year.


 


Section 24.12.        Master
Collateral Agency Agreement. Concurrently with each leasing of a Vehicle
under this Lease, indicate on its computer records that the Master Collateral
Agent as assignee of the Lessor, is the holder of a Lien on such Vehicle for
the benefit of the ARG Trustee, as Beneficiary under the Master Collateral
Agency Agreement, pursuant to the terms of the Master Collateral Agency
Agreement. No Lessee shall utilize selection procedures which it believes are
materially adverse to the Lessor or the Trustee in selecting the Vehicles to be
designated to the Trustee (on behalf of the Group I Noteholders), as a Financing
Source, and the ARG Trustee, as a Beneficiary, under the Master Collateral
Agency Agreement.


 


Section 24.13.        Compliance
with Laws. (i) Not violate any law, ordinance, rule, regulation or order of
any Governmental Authority applicable to it or its property, which violation is
reasonably likely to have a Material Adverse Effect, (ii) file in a timely
manner all reports, documents and other materials required to be filed by it
with any governmental bureau, agency or instrumentality, except where failure
to make such filings is not reasonably likely to have a Material Adverse Effect
and (iii) retain all records and documents required to be retained by it
pursuant to any Requirement of Law, except where failure to retain such records
is not reasonably likely to have a Material Adverse Effect.


 


Section 24.14.        Delivery
of Information. Provide the Lessor with any information or materials
reasonably necessary for the Lessor to comply with its obligations under the
Indenture, and provide any other party to the Related Documents with any
information or materials reasonably necessary for such Person to comply with
its obligations under the Related Documents.


 


Section 24.15.        Deliveries:
Further Assurances. At its sole expense, (i) immediately deliver or cause
to be delivered to the Master Collateral Agent on the Lessor’s behalf, in due
form for transfer (i.e., endorsed in blank), all securities, chattel paper,
instruments and documents, if any, at any time representing all or any of the
Master Collateral with respect to which the ARG Trustee is designated as the
Beneficiary (it being understood that the Certificates of Title shall be held
by the Servicer or an Affiliate thereof (including the Sub-Servicer of such
Vehicles) or the Master Collateral Agent or its designee, as the case may be,
pursuant to the provisions of the Master Collateral Agency Agreement), and (ii)
execute and deliver, or cause to be executed and delivered, to the Master
Collateral Agent in due form for filing or recording (and pay the cost of filing
or recording the same in all public offices reasonably deemed necessary or
advisable by the Master Collateral Agent or the Trustee, as the case may be),
such assignments, security agreements, mortgages, consents, waivers, financing
statements,


 

















 


and other documents, and do such other acts
and things, all as may from time to time be reasonably necessary or desirable
to establish and maintain to the satisfaction of the Master Collateral Agent
and the Trustee a valid perfected first-priority Lien on and security interest
in all of the Master Collateral with respect to which the ARG Trustee is
designated as the Beneficiary now or hereafter existing or acquired.


 


Section 24.16.        Additional
Actions. The Servicer shall:


 


(a)           instruct
the Trustee or the Paying Agent, as applicable, to make withdrawals and
payments from the Group I Collection Account, as contemplated in the Indenture;


 


(b)           at
the request of the Trustee as required or permitted upon or after the
occurrence of events specified in the Indenture and, to the extent permitted
under and in compliance with applicable laws and regulations, execute and
deliver, for the benefit of the Group I Noteholders under the Indenture, any
and all instruments necessary or appropriate to commence or maintain enforcement
proceedings with respect to Manufacturer Programs or any Enhancement;


 


(c)           upon
the occurrence of a Lease Payment Deficit, deliver to the Trustee a notice in
the form attached as an exhibit to the series supplement for each applicable
series of ARG Notes; and


 


(d)           supervise
the servicing of the Vehicles and perform such other functions and take such
other actions as it is designated to perform or take pursuant to the terms and
conditions of any Related Document.


 


Section 24.17.        Fleet
Sharing Agreements. Each Lessee agrees that each Fleet Sharing Agreement
will include provisions consistent with those contained in Section 31 of
this Lease pursuant to which, inter  alia, each Fleet Sharing
Party expressly and irrevocably submits to the non-exclusive jurisdiction of
all federal and state courts of the State of New York and shall also include a
provision whereby each Fleet Sharing Party agrees to be bound by the provisions
of Section 9.2(b) of the Base Indenture.


 


Section 24.18.        Minimum
Depreciation Rate. The Servicer agrees that the Depreciation Schedules with
respect to Non-Program Vehicles leased under this Lease shall be established
such that the weighted average Depreciation Charges accruing with respect to
the Non-Program Vehicles during each Related Month shall be at least equal to
the lesser of (a) 1.25% and (b) such lower percentage in respect of which the
Rating Agency Confirmation and Consent Condition with respect to each Series of
Group I Notes shall have been satisfied.


 


Section 24.19.        Servicer
to Act as Master Servicer. Each Lessee agrees to cause the same Person to
be the Servicer under this Lease and the Master Servicer (as defined in the
Master Collateral Agency Agreement) under the Master Collateral Agency
Agreement.


 

















 


SECTION 25.         CERTAIN
NEGATIVE COVENANTS. Until the expiration or termination of this Lease and
thereafter until the Liabilities are paid in full, each Lessee agrees that,
unless at any time the Lessor, the Master Collateral Agent (other than in
respect of Section 25.1) and the Trustee shall otherwise expressly
consent in writing, it will not:


 


Section 25.1.          Mergers,
Consolidations. Be a party to any merger or consolidation, other than a
merger or consolidation of any Affiliate of a Lessee into or with such Lessee
(provided, that the Lessee is the surviving entity or, if such Affiliate is
also an Other Permitted User, the Other Permitted User is the surviving
entity).


 


Section 25.2.          Registered
Organization. Cease to be a Registered Organization.


 


Section 25.3.          Liens.
Create or permit to exist any Lien with respect to any Master Collateral with
respect to which the ARG Trustee is designated as the Beneficiary, whether now
or hereafter existing or acquired, except Permitted Liens.


 


Section 25.4.          Use
of Vehicles. Use or contractually permit any Vehicles to be used in any
manner (i) that would make such Vehicles which are Program Vehicles ineligible
for repurchase or auction under the related Manufacturer Program (unless such
Vehicles are redesignated as Non-Program Vehicles pursuant to Section 14),
(ii) for any illegal purposes or (iii) that could subject any Vehicles to
confiscation.


 


Section 25.5.          Change
of Location or Name. Change (a) the location of its jurisdiction of
organization or the location of its principal place of business, chief
executive office, its consolidated records concerning its business and
financial affairs or its location for the purposes of Sections 9-307 and 9-501
of the New York Uniform Commercial Code, or (b) its legal name or the name
under or by which it conducts its business, in each case without first giving
the Master Collateral Agent, the Trustee, the Rating Agencies and the Lessor at
least fifteen (15) days’ advance written notice thereof and having taken any
and all action required to maintain and preserve the first priority perfected
Lien of the Master Collateral Agent in the Master Collateral and of the Trustee
in the Collateral; provided, however, that notwithstanding the
foregoing, the Lessee shall not change the location of its principal place of
business, chief executive office or its consolidated records concerning its
business and financial affairs to any place outside the United States of
America.


 


SECTION 26.         SERVICING
COMPENSATION; EXPENSES OF SERVICER; DELEGATION OF SERVICING DUTIES.


 


Section 26.1.          Servicer
Compensation. As compensation for its servicing activities hereunder and
reimbursement for its expenses as set forth in Section 26.2, the
Servicer shall be entitled to receive from the Lessor a monthly servicing fee
in respect of each Series of Group I Notes (the “Series Monthly Servicing
Fee”), payable in arrears on each Payment Date prior to the termination of
this Lease, the Indenture and the Master


 

















 


Collateral Agency Agreement. Except as
otherwise specified in the related Group I Supplement, the Series Monthly
Servicing Fee for each Series of Group I Notes on each Payment Date shall be
equal to one-twelfth of the product of (i) the Servicing Fee Percentage for
such Series and (ii) the Invested Amount of such Series as of the preceding
Payment Date (after giving effect to any payments of principal on such date). The
Series Monthly Servicing Fee for each Series shall be paid to the Servicer
pursuant to the procedures set forth in the applicable Group I Supplement.


 


Section 26.2.          Servicer
Expenses. The expenses of the Servicer include, and the Servicer agrees to
pay, the reasonable fees and disbursements of independent accountants in
connection with reports furnished pursuant to Sections 24.6(i) and (ii),
plus all other fees, expenses and indemnities by the Servicer in connection
with the Servicer’s activities hereunder or under the Related Documents. The
Servicer, however, shall not be liable for any liabilities, costs or expenses
of the Lessor, the Trustee or the Group I Noteholders arising under any tax
law, including without limitation any Federal, state or local income or
franchise taxes or any other tax imposed on or measured by income (or any
interest or penalties with respect thereto or arising from a failure to comply
therewith), except to the extent incurred as a result of the Servicer’s
violation of the provisions of this Lease or of the Related Documents; provided,
however, the foregoing provisions of this sentence shall not affect the
indemnification obligations of the Lessees under Section 15 of this
Lease.


 


Section 26.3.          Sub-Servicer.
The Servicer may delegate to a Lessee or another Affiliate of the Servicer
(each such delegate, in such capacity, a “Sub-Servicer”) the performance
of the Servicer’s obligations as Servicer in respect of Vehicles leased under
this Lease (but the Servicer shall remain fully liable for its obligations in
respect of such Vehicles under this Lease and the other Related Documents). In
addition, the Servicer may delegate to the Custodian (under and as defined in the
Custody Agreement, dated as of November 30, 2004, by and between Vanguard and
SGS Automotive Services Inc. (as amended, restated, supplemented or otherwise
modified from time to time, the “Custody Agreement”)) the performance of
certain of the Servicer’s obligations as Servicer in respect of Vehicles leased
under this Lease, to the extent specified in the Custody Agreement (but the
Servicer shall remain fully liable for its obligations in respect of such
Vehicles under this Lease and the other Related Documents).


 


SECTION 27.         RELEASE
OF COLLATERAL. The parties agree that pursuant to the provisions of this Section
27 and Sections 2.3 and 2.7 of the Master Collateral Agency Agreement, any
and all Liens created under the Master Collateral Agency Agreement for the
benefit of the ARG Trustee, as Beneficiary under the Master Collateral Agency
Agreement, on the Vehicles and the Certificates of Title therefor shall be
released or deemed to be released thereunder, as provided below. From and after
the earlier of:


 


(a)           in
the case of a Vehicle subject to a Guaranteed Depreciation Program, the date of
the sale of such Vehicle by an auction dealer to a third


 

















 


party, and in the case of any other Program
Vehicle, the Disposition Date for such Vehicle, and, in any case, in accordance
with Section 8 of Annex A, if applicable; or


 


(b)           receipt
of the purchase price by the Lessor or the Trustee for a Vehicle sold in an
ordinary course sale,


 


any and all
Liens for the benefit of the ARG Trustee as Beneficiary under the Master
Collateral Agency Agreement on such Vehicle and the Certificate of Title
therefor shall be deemed to be released; provided, however, that
no Lien for the benefit of the ARG Trustee as Beneficiary under the Master
Collateral Agency Agreement on the Vehicles and the Certificates of Title
therefor shall be released or deemed to be released if the release of such Lien
would cause an “Amortization Event” or “Potential Amortization Event” to occur
with respect to any series of ARG Notes.


 


Subject to the
Servicer’s and the applicable Sub-Servicer’s right to redesignate Program
Vehicles as Non-Program Vehicles in accordance with Section 14, the
Lessor or the Servicer or applicable Sub-Servicer, acting as the agent of the
Lessor, may sell any Program Vehicle subject to this Lease during the
Repurchase Period therefor in an ordinary course sale, provided that, if
such sale is not made pursuant to the related Manufacturer Program, it is made
in accordance with the requirements of this Section 27. The Lessor and
each Lessee agree that for purposes of this Section 27 if an ordinary
course sale occurs during the Repurchase Period with respect to a Program
Vehicle, the Lessor shall only sell such Vehicle for a purchase price
(including any amounts paid by the Manufacturer as an incentive for selling
such Vehicle outside of the related Manufacturer Program), net of all fees and
expenses incurred in connection with such sale, equal to or greater than the
Repurchase Price that it would have received under the related Manufacturer
Program if it had turned back such Vehicle to the Manufacturer, net of all fees
and expenses that would have been incurred in connection with such turn-back,
less reasonably predictable Excess Mileage Charges, Excess Damage Charges and
other similar charges payable by the Lessor to such Manufacturer as a result of
the Lessor’s sale of such Program Vehicle.


 


SECTION 28.         GUARANTY.


 


Section 28.1.          Guaranty.
In order to induce the Lessor to execute and deliver this Lease and to lease
Vehicles to the Lessees, and in consideration thereof, the Guarantor hereby (i)
unconditionally and irrevocably guarantees to the Lessor the obligations of the
Lessees to make any payments required to be made by them under this Lease, (ii)
agrees to cause the Lessees to perform and observe duly and punctually all of
the terms, conditions, covenants, agreements and indemnities of the Lessees
under this Lease, and (iii) agrees that, if for any reason whatsoever, any
Lessee fails to so perform and observe such terms, conditions, covenants,
agreements and indemnities, the Guarantor will duly and punctually perform and
observe the same (the obligations referred to in clauses (i) through (iii)
above are collectively referred to as the “Guaranteed Obligations”). The
liabilities and obligations of the Guarantor under the guaranty contained in
this Section 28 (this “Guaranty”) will be absolute and
unconditional under


 

















 


all circumstances. This Guaranty shall be a
guaranty of payment and not of collection, and the Guarantor hereby agrees that
it shall not be required that the Lessor or the Trustee assert or enforce any
rights against any of the Lessees or any other person before or as a condition
to the obligations of the Guarantor pursuant to this Guaranty.


 


Section 28.2.          Scope
of Guarantor’s Liability. The Guarantor’s obligations hereunder are
independent of the obligations of the Lessees, any other guarantor or any other
Person, and the Lessor may enforce any of its rights hereunder independently of
any other right or remedy that the Lessor may at any time hold with respect to
this Lease or any security or other guaranty therefor. Without limiting the
generality of the foregoing, the Lessor may bring a separate action against the
Guarantor without first proceeding against any of the Lessees, any other
guarantor or any other Person, or any security held by the Lessor, and
regardless of whether the Lessees or any other guarantor or any other Person is
joined in any such action. The Guarantor’s liability hereunder shall at all
times remain effective with respect to the full amount due from the Lessees
hereunder, notwithstanding any limitations on the liability of any Lessee or
the Servicer to the Lessor contained in any of the Related Documents or
elsewhere. The Lessor’s rights hereunder shall not be exhausted by any action
taken by the Lessor until all Guaranteed Obligations have been fully paid and
performed.


 


Section 28.3.          Lessor’s
Right to Amend this Lease. The Guarantor authorizes the Lessor, at any time
and from time to time without notice and, subject to the proviso to Section
28.4(a)(ii),  without affecting the
liability of the Guarantor hereunder, to: (a) alter the terms of all or any
part of the Guaranteed Obligations and any security and guaranties therefor
including, without limitation, modification of times for payment and rates of
interest; (b) accept new or additional instruments, documents, agreements,
security or guaranties in connection with all or any part of the Guaranteed
Obligations; (c) accept partial payments on the Guaranteed Obligations; (d)
waive, release, reconvey, terminate, abandon, subordinate, exchange,
substitute, transfer, compound, compromise, liquidate and enforce all or any
part of the Guaranteed Obligations and any security or guaranties therefor, and
apply any such security and direct the order or manner of sale thereof (and bid
and purchase at any such sale), as the Lessor in its discretion may determine;
(e) release any Lessee, any guarantor or any other Person from any personal
liability with respect to all or any part of the Guaranteed Obligations; and
(f) assign its rights under this Guaranty in whole or in part.


 


Section 28.4.          Waiver
of Certain Rights by Guarantor. The Guarantor hereby waives each of the
following to the fullest extent allowed by law:


 


(a)           any
defense based upon:


 


(i)            the unenforceability
or invalidity of any security or other guaranty for the Guaranteed Obligations
or the lack of perfection or failure of priority of any security for the
Guaranteed Obligations or any impairment of collateral securing the Guaranteed
Obligations; or


 

















 


(ii)           any act or omission of
the Lessor or any other Person that directly or indirectly results in the
discharge or release of any of the Lessees or any other Person or any of the
Guaranteed Obligations or any security therefor; provided that the
Guarantor’s liability in respect of this Guaranty shall be released to the
extent the Lessor expressly releases such Lessee or other Person, in a writing
conforming to the requirements of Section 22, from any obligations with
respect to any of the foregoing; or


 


(iii)          any disability or any
other defense of any Lessee or any other Person with respect to the Guaranteed
Obligations, whether consensual or arising by operation of law or any
bankruptcy, insolvency or debtor-relief proceeding, or from any other cause;


 


(b)           any
right (whether now or hereafter existing) to require the Lessor, as a condition
to the enforcement of this Guaranty, to:


 


(i)            accelerate the
Guaranteed Obligations;


 


(ii)           give notice to the
Guarantor of the terms, time and place of any public or private sale of any
security for the Guaranteed Obligations; or


 


(iii)          proceed against any
Lessee, any other guarantor or any other Person, or proceed against or exhaust
any security for the Guaranteed Obligations;


 


(c)           presentment,
demand, protest and notice of any kind, including without limitation notices of
default and notice of acceptance of this Guaranty;


 


(d)           all
suretyship defenses and rights of every nature otherwise available under New
York law and the laws of any other jurisdiction;


 


(e)           any
right that the Guarantor has or may have to set-off with respect to any right
to payment from any Lessee; and


 


(f)            all
other rights and defenses the assertion or exercise of which would in any way
diminish the liability of the Guarantor hereunder in respect of the Guaranteed
Obligations.


 


Section 28.5.          Lessees’
Obligations to Guarantor and Guarantor’s Obligations to Lessees Subordinated.
Until all of the Guaranteed Obligations have been paid in full, the Guarantor
agrees that all existing and future unsecured debts, obligations and
liabilities of the Lessees to the Guarantor or the Guarantor to any of the
Lessees (hereinafter collectively referred to as “Subordinated Debt”)
shall be and hereby are expressly subordinated to the prior payment in full of
the Guaranteed Obligations, on the


 

















 


terms set forth in clauses (a) through
(e) below, and the payment thereof is expressly deferred in right of
payment to the prior payment in full of the Guaranteed Obligations. For
purposes of this Section 28.5, to the extent the Guaranteed Obligations
consist of the obligation to pay money, the Guaranteed Obligations shall not be
deemed paid in full unless and until paid in full in cash.


 


(a)           Upon
any distribution of assets of the Guarantor or any Lessee upon any dissolution,
winding up, liquidation or reorganization of the Guarantor or such Lessee,
whether in bankruptcy, insolvency, reorganization or receivership proceedings,
or upon an assignment for the benefit of creditors or any other marshaling of
the assets and liabilities of the Guarantor or such Lessee, or otherwise:


 


(i)            the holders of the
Guaranteed Obligations shall be entitled to receive payment in full of the
Guaranteed Obligations before the Guarantor or the Lessee, as the case may be,
is entitled to receive any payment on account of the Subordinated Debt;


 


(ii)           any payment by, or
distribution of assets of, the Guarantor or such Lessee of any kind or
character, whether in cash, property or securities, to which such Lessee or the
Guarantor would be entitled except for this subordination shall be paid or
delivered by the Person making such payment or distribution, whether a trustee
in bankruptcy, a receiver or liquidating trustee, or otherwise, directly to the
Trustee, for the benefit of the holders of the Guaranteed Obligations, to be
held as additional security for the Guaranteed Obligations in an interest
bearing account until the Guaranteed Obligations have been paid in full; and


 


(iii)          if, notwithstanding the
foregoing, any payment by, or distribution of assets of, the Guarantor or such
Lessee of any kind or character, whether in cash, property or securities, in
respect of any Subordinated Debt shall be received by such Lessee or the
Guarantor before the Guaranteed Obligations are paid in full, such payment or
distribution shall be held in trust in an interest bearing account of the
Guarantor or such Lessee, as appropriate, and immediately paid over in kind to
the holders of the Guaranteed Obligations until the Guaranteed Obligations have
been paid in full.


 


(b)           The
Guarantor authorizes and directs each Lessee and each Lessee authorizes and
directs the Guarantor to take such action as may be necessary or appropriate to
effectuate and maintain the subordination provided herein.


 


(c)           No
right of any holder of the Guaranteed Obligations to enforce the subordination
herein shall at any time or in any way be prejudiced or impaired by any act or
failure to act on the part of the Guarantor, any Lessee, the Lessor or any
other Person or by any noncompliance by the Guarantor, any Lessee, the Lessor
or


 

















 


any other Person with the terms, provisions
and covenants hereof or of the Related Documents regardless of any knowledge
thereof that any such holder of the Guaranteed Obligations may have or be
otherwise charged with.


 


(d)           Except
as provided in Section 28.9, nothing express or implied in this Section
28 shall give any Person other than the Lessees, the Lessor, the Trustee
and the Guarantor any benefit or any legal or equitable right, remedy or claim
under this Section 28.


 


(e)           If
the Guarantor shall institute or participate in any suit, action or proceeding
against any Lessee or any Lessee shall institute or participate in any suit,
action or proceeding against the Guarantor, in violation of the terms hereof,
such Lessee or the Guarantor, as the case may be, may interpose as a defense or
dilatory plea this subordination, and the holders of the Guaranteed Obligations
are irrevocably authorized to intervene and to interpose such defense or plea
in their name or in the name of such Lessee or the Guarantor, as the case may
be.


 


Section 28.6.          Guarantor
to Pay Lessor’s Expenses. The Guarantor agrees to pay to the Lessor (or the
Trustee), on demand, all reasonable costs and expenses, including attorneys’
fees, incurred by the Lessor (or the Trustee) in exercising any right, power or
remedy conferred by this Guaranty, or in the enforcement of this Guaranty,
whether or not any action is filed in connection therewith. Until paid to the
Lessor (or the Trustee), such amounts shall bear interest, commencing with the
Lessor’s demand therefor, for each Interest Period during the period from the
date of such demand until paid, at the VFR for such Interest Period plus
1% (calculated on the basis of a 360-day year).


 


Section 28.7.          Reinstatement.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, and the rights of the Lessor shall continue, if at any time payment of any
of the amounts payable by any Lessee under this Lease is rescinded or must
otherwise be restored or returned by the Lessor, upon an event of bankruptcy,
dissolution, liquidation or reorganization of any Lessee, the Guarantor, any
other guarantor or any other Person or upon or as a result of the appointment
of a receiver, intervenor or conservator of, or trustee or similar officer for,
any Lessee, the Guarantor, any other guarantor or any other Person, or any
substantial part of their respective property, or otherwise, all as though such
payment had not been made.


 


Section 28.8.          Pari
Passu Indebtedness. The Guarantor (i) represents and warrants that, as of
the date hereof, the obligations of the Guarantor under this Guaranty will rank
at least pari  passu with all existing unsecured indebtedness of
the Guarantor and (ii) covenants and agrees that from and after the date hereof
the obligations of the Guarantor under this Guaranty will rank at least pari
passu with all unsecured indebtedness of the Guarantor incurred after
the date hereof.


 


Section 28.9.          Third-Party
Beneficiaries. The Guarantor acknowledges that the Trustee (on behalf of
the Group I Noteholders) has accepted the assignment of the


 

















 


Lessor’s rights under this Lease as
collateral for the Group I Notes in reliance on the Guaranty and that the
Trustee (for the benefit of itself and the Group I Noteholders) shall be a
third-party beneficiary under this Section 28.


 


SECTION 29.         ADDITIONAL
LESSEES.


 


Section 29.1.          Additional
Subsidiary Lessees. Any direct or indirect Subsidiary of the Guarantor
(each, a “Guarantor Subsidiary”) shall have the right to become a “Lessee”
under and pursuant to the terms of this Lease by complying with the provisions
of this Section 29.1. In the event a Guarantor Subsidiary desires to
become a “Lessee” under this Lease, then the Guarantor and such Guarantor
Subsidiary shall execute (if appropriate) and deliver to the Lessor and the
Trustee:


 


(a)           a
Joinder in Lease Agreement in the form attached hereto as Attachment D
(each, an “Affiliate Joinder in Lease”);


 


(b)           the
certificate of incorporation or organization for such Guarantor Subsidiary,
duly certified by the Secretary of State of the jurisdiction of such Guarantor
Subsidiary’s incorporation or organization, together with a copy of the by-laws
or other organizational documents of such Guarantor Subsidiary, duly certified
by a Secretary or Assistant Secretary of such Guarantor Subsidiary;


 


(c)           copies
of resolutions of the Board of Directors of such Guarantor Subsidiary
authorizing or ratifying the execution, delivery and performance, respectively,
of those documents and matters required of it with respect to this Agreement,
duly certified by the Secretary or Assistant Secretary of such Guarantor
Subsidiary;


 


(d)           a
certificate of the Secretary or Assistant Secretary of such Guarantor Subsidiary
(or, as applicable, such Guarantor Subsidiary’s managing member, general
partner or other Person charged with the management of such Guarantor
Subsidiary) certifying the names of the individual or individuals authorized to
sign the Affiliate Joinder in Lease Agreement and the other Related Documents
to be executed by it, together with samples of the true signatures of each such
individual;


 


(e)           a
good standing certificate for such Guarantor Subsidiary in the jurisdiction of
its incorporation or organization and the jurisdiction of its principal place
of business;


 


(f)            reserved;


 


(g)           reserved;


 


(h)           an
Officer’s Certificate and an opinion of counsel each stating that such joinder
by such Guarantor Subsidiary complies with this Section 29.1


 

















 


and that all conditions precedent herein
provided for relating to such transaction have been complied with;


 


(i)            as
applicable, a statement from each of the Rating Agencies that such Guarantor
Subsidiary becoming a “Lessee” under this Lease will not cause a failure to meet
the Rating Agency Confirmation Condition with respect to each Series of Group I
Notes; and


 


(j)            any
additional documentation that the Lessor, the Master Collateral Agent or the
Trustee may reasonably require to evidence the assumption by such Guarantor
Subsidiary of the obligations and liabilities set forth in this Agreement.


 


Upon
satisfaction of the foregoing conditions and receipt by such Guarantor
Subsidiary of the applicable Affiliate Joinder in Lease executed by the Lessor,
such Guarantor Subsidiary shall for all purposes be deemed to be a “Lessee” for
purposes of this Agreement (including, without limitation, the Guaranty) and
shall be entitled to the benefits and subject to the liabilities and
obligations of a Lessee hereunder.


 


SECTION 30.         BANKRUPTCY
PETITION AGAINST LESSOR. The Guarantor and each Lessee hereby covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of all outstanding Group I Notes and all other obligations of the
Lessor under the Related Documents, it will not institute against, or join any
other Person in instituting against, the Lessor any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. In the
event that the Guarantor or any Lessee takes action in violation of this Section
30, the Lessor agrees, for the benefit of the Group I Noteholders, that it
shall file an answer with the bankruptcy court or otherwise properly contest
the filing of such a petition by the Guarantor or such Lessee against the
Lessor or the commencement of such action and raise the defense that the
Guarantor or such Lessee has agreed in writing not to take such action and
should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert. The provisions of this Section 30
shall survive the termination of this Lease.


 


SECTION 31.         FORUM
SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS LEASE, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE TRUSTEE, THE LESSOR, THE GUARANTOR, THE LESSEES OR THE SERVICER SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY VEHICLE, OTHER
MASTER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LESSOR’S OPTION, IN
THE COURTS OF ANY JURISDICTION WHERE SUCH VEHICLE, OTHER MASTER COLLATERAL OR 


 

















 


OTHER PROPERTY MAY BE FOUND. THE GUARANTOR
AND EACH LESSEE (IN SUCH CAPACITIES AND IN ALL OTHER APPLICABLE CAPACITIES)
HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF ALL
FEDERAL AND STATE COURTS OF THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE GUARANTOR AND
EACH LESSEE (IN SUCH CAPACITIES AND IN ALL OTHER APPLICABLE CAPACITIES) FURTHER
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE
GUARANTOR, EACH LESSEE AND THE LESSOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE GUARANTOR OR ANY
LESSEE (IN SUCH CAPACITIES AND IN ALL OTHER APPLICABLE CAPACITIES) HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS LEASE.


 


SECTION 32.         GOVERNING
LAW. THIS LEASE SHALL BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK AND THIS LEASE AND ALL MATTERS ARISING OUT OF OR IN ANY MANNER RELATING TO
THIS LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Whenever
possible each provision of this Lease shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Lease
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Lease. All obligations of the Guarantor and the Lessees and all rights of
the Lessor, the Master Collateral Agent or the Trustee expressed herein shall
be in addition to and not in limitation of those provided by applicable law or
in any other written instrument or agreement.


 


SECTION 33.         JURY
TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
LEASE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN


 

















 


CONNECTION HEREWITH OR ARISING FROM ANY
RELATIONSHIP EXISTING IN CONNECTION WITH THIS LEASE OR ANY RELATED TRANSACTION,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.


 


SECTION 34.         NOTICES.
All notices, amendments, waivers, consents and other communications provided to
any party hereto under this Lease shall be in writing and addressed, delivered
or transmitted to such party at its address or facsimile number set forth below
its signature hereto or at such other address or facsimile number as may be
designated by such party in a notice to the other parties. Any notice, if
mailed by certified or registered mail and properly addressed with postage
prepaid or if properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any notice, if transmitted by facsimile, shall be
deemed given when transmitted upon receipt of electronic confirmation of such. In
each case, a copy of all notices, requests and other communications (other than
any such notices, requests and other communications in the ordinary course of
business) that are sent by any party or signatory hereunder shall be sent to
the Trustee at the following address:


 


	
  THE BANK OF
  NEW YORK

  	
   

  
	
  Asset Backed
  Securities

  	
   

  
	
  101 Barclay
  Street

  	
   

  
	
  New York,
  New York 10286

  
	
  Attention:

  	
  Corporate
  Trust Administration

  
	
  Telephone:

  	
  212-815-4389

  
	
  Facsimile:

  	
  212-815-2493

  
			



 


SECTION 35.         HEADINGS.
Section headings used in this Lease are for convenience of reference only and
shall not affect the construction of this Lease.


 


SECTION 36.         EXECUTION
IN COUNTERPARTS. This Lease may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute one and the
same agreement; provided that such counterparts taken together shall constitute
the original executed Counterpart No. 1 only as specified on, and in accordance
with, the legend appearing on the cover page of this Lease (and only if bearing
original signatures).


 


 


[Remainder of Page Intentionally Blank]


 

















 


IN WITNESS
WHEREOF, the parties have executed this Lease or caused it to be executed by
their respective officers thereunto duly authorized as of the day and year
first above written.


 


	
   

  	
  LESSEE AND
  SERVICER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VANGUARD CAR
  RENTAL USA INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald J. Kennell

  
	
   

  	
   

  	
  Name:Gerald
  J. Kennell

  
	
   

  	
   

  	
  Title:
  Senior Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6929 North
  Lakewood Avenue

  
	
   

  	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
   

  	
  Tulsa,
  OK  74117

  
	
   

  	
   

  	
   

  	
  Attn:  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CAR
  RENTAL FINANCING

  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  NATIONAL CAR
  RENTAL FINANCING

  CORPORATION,  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  
	
   

  	
   

  	
  Name:Jill A.
  Gordon

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6929 North
  Lakewood Avenue

  
	
   

  	
   

  	
   

  	
  Suite 100,
  Mod 1.2 202

  
	
   

  	
   

  	
   

  	
  Tulsa,
  OK  74117

  
	
   

  	
   

  	
   

  	
  Attention:
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (918)
  401-6471

  
	
   

  	
  Facsimile:

  	
  (918)
  401-6012

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy
  to:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Car
  Rental USA Inc.

  
	
   

  	
  6929 North
  Lakewood Avenue

  
	
   

  	
  Suite 100

  
	
   

  	
  Tulsa, OK
  74117

  
	
   

  	
  Attn:  Treasurer

  
						



 


 


[Fourth Amended and Restated Master Motor Vehicle Lease & Servicing
Agreement (NFLP)]


 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  VANGUARD CAR
  RENTAL USA HOLDINGS

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard
  J. Kennell

  
	
   

  	
  Name: Gerard
  J. Kennell

  
	
   

  	
  Title: Senior
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  6929 North
  Lakewood Avenue

  
	
   

  	
   

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
   

  	
  Tulsa, OK
  74117

  
	
   

  	
   

  	
   

  	
  Attn:
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (918)
  401-6471

  
	
   

  	
   

  	
  Facsimile:

  	
  (918)
  401-6012

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy
  to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Car
  Rental USA Inc.

  
	
   

  	
  6929 North
  Lakewood Avenue

  
	
   

  	
  Suite 100

  	
   

  
	
   

  	
  Tulsa, OK
  74117

  	
   

  
	
   

  	
  Attn:
  General Counsel

  
							



 


	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  MASTER
  COLLATERAL AGENT:

  	
   

  
	
   

  	
   

  
	
  CITIBANK,
  N.A., not in its individual capacity but solely as Master Collateral Agent

  	
   

  



 


 


	
  By:

  	
  /s/ Miriam
  Y. Moline

  	
   

  	
   

  
	
   

  	
  Name: Miriam
  Y. Moline

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  



 


	
  Address:

  	
  388
  Greenwich Street

  	
   

  
	
   

  	
  14th Floor

  	
   

  
	
   

  	
  New York, NY
  10013

  	
   

  
	
   

  	
  Attention:
  Agency and Trust Department

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
  (212)
  816-5648

  	
   

  
	
  Facsimile:

  	
  (212)
  816-5530